Promoters of Prime Focus and Reliance MediaWorks (RMW) have successfully acquired roughly 60-70 per cent of the Rs 7.77 crore shares targeted in the mandatory offer of Prime Focus following the merger of global films and entertainment services business of both entities.
Based on the calculations, shareholders tendered about Rs 4.66 – 5.4 crore shares in the offer in which the promoters were looking to acquire 26 per cent from public shareholders as part of the SEBI’s takeover regulations that requires a company to compulsorily buy shares through a mandatory open offer.
RMW, together with Monsoon Studio which is owned by Namit Malhotra and Naresh Malhotra, is estimated to have spent Rs 242-282 crore in the offer. The offer included acquisition of Rs 7.77 crore shares at Rs 52 per share, valuing the deal at Rs 404.08 crore.
After the offer, promoter holding in Prime Focus will rise to nearly 80 per cent. The company now has 12 months cooling period after which it will have to bring its promoter holding to 75 per cent as per SEBI’s minimum public shareholding (MPS) regulations.
Centrum Capital, the investment banking arm of diversified financial services firm Centrum, was the sole manager to the open offer.
RMW and Prime Focus announced amalgamation of their global film & media services business in July 2014. As part of the deal, RMW and Prime Focus’ promoters, Naresh and Namit Malhotra infused Rs 120 crore fresh equity at Rs 52 per share through a preferential allotment.
Post the preferential allotment, promoter holding rose to 63.7 per cent (Prime Focus – 33.5 per cent and RMW – 30.2 per cent). The current transaction with Prime is Reliance Capital’s second alliance with the former after it exited the company following its public offer in 2006.
Reliance MediaWorks was delisted from stock exchanges in 2014 after receiving the necessary board and shareholders’ approval.
Note:-
Prime Focus Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 29, 2014, has transacted the following:
1. The members of the Company have at an EGM held on August 01, 2014 “Relevant EGM Resolution”) approved the preferential allotment of:
i. 23,076,923 equity shares towards cash consideration of Rs. 120,00,00,000 at a price of Rs. 52 per share to Monsoon Studio Private Limited (“Monsoon Allotment”); and
ii. a. 23,076,923 equity shares towards cash consideration of Rs. 120,00,00,000 at a price of Rs. 52 per share to Reliance Media Works Limited (“RMW”);and
b. 67,307,692 equity shares towards consideration other than cash towards the transfer of its film and media services business at a price of Rs. 52 per share to Reliance Media Works Limited (“RMW Allotment”).
The Monsoon Allotment and the RMW Allotment are collectively referred to as the “Preferential Allotment”.
2. The completion of the Preferential Allotment is subject to fulfillment of certain conditions (“Conditions”) for which a long stop date of December 31, 2014 has been set out in the definitive agreements signed for the Preferential Allotment. While most of the Conditions identified in the definitive agreements have been fulfilled, there are still some which are pending. It has, therefore, been decided by the Board at its meeting held December 29, 2014 to extend the long stop date to March 31, 2015 and seek a fresh approval from the members for the Preferential Allotment through a fresh EGM.
3. The Board also approved:
i. January 28, 2015 as the date of the next EGM for considering and re-approving the Preferential Allotment;
ii. December 29, 2014 as the “relevant date” for the Preferential Allotment in terms of the ICDR Regulations; and
iii. the notice to the next EGM for seeking such fresh approval for the Preferential Allotment.
4. RMW along with persons acting in concert including the promoters of the Company have made an open offer to the shareholders of the Company under the SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011. The open offer which is triggered by the Preferential Allotment shall continue and shall be completed as per the schedule set out in the Letter of Offer dated December 08, 2014 sent to the shareholders of the Company.
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Reliance MediaWorks and Prime Focus merge film business in a game changing collaboration
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