Prime Focus Limited — Capital/Financing Update 2019

Nov 7, 2019

==> picture [66 x 65] intentionally omitted <==

PRIME FOCUS L I M I T E D

November 7, 2019

To, To, National Stock Exchange of India Limited BSE Limited Listing Department Listing Department Exchange Plaza, Phiroze Jeejebhoy Towers, Bandra-Kurla Complex Dalal Street, Bandra East, Mumbai -400 051 Mumbai-400 001 Fax Nos.: 26598237 I 26598238 Fax Nos.: 22723121 / 2037 / 2039

Dear Sir/ Madam,

Ref.: Scrip Code: BSE - 532748 / NSE - PFOCUS

Sub.: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "LODR Regulations")

This is further to our earlier intimation letters of October 15, 2019, October 22, 2019 and November 7, 2019, in relation to the initial public offering by subsidiary of our Company, namely, DNEG plc (the "DNEG") ( earlier known as DNEG Limited), in the United Kingdom.

This is to inform you that the price range prospectus of DNEG (the "Prospectus") has been approved by the Financial Conduct Authority (the "FCA") and published by DNEG on 7 November 2019. The Prospectus relates to the admission of DNEG's ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange.

­ The Prospectus is also available at the following link: https://investors.dneg.com/wp content/uploads/2019/11 /PriceRangeProspectus.pdf

A copy of the announcement made by DNEG, today, in this respect, is attached as an Annexure.

This disclosure is being made pursuant to Regulation 30 of the LODR Regulations. Kindly take the above on your record.

Thanking You, For Prime Focus Limited \ IIJ .s � Parina Shah Company Secretary & Compliance

Encl.: a/a

Prime Focus L,mited. Corporate Identity Number (CIN): L92100MH1997PLC108981 Prime Focus House. Linking Road. Khar (West). Mumbai 400 052. India. T +9122 6715 5000 www pr' nefocus.com

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.

Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant) (the “ Prospectus ”) published by DNEG plc (the “ Company ” and together with its subsidiaries and subsidiary undertakings, the “ Group ” or “ DNEG ”) today in connection with the proposed offer of ordinary shares of the Company (the “ Shares ”) and the proposed admission of its Shares to the premium listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange plc (the “ London Stock Exchange ”).

7 November 2019

DNEG plc

(“DNEG” or the “Company” or the “Group”)

Announcement of Publication of Price Range Prospectus

Following the Announcement of the Price Range published today in connection with its initial public offering (the “Offer” ), DNEG, one of the world’s leading digital visual effects, animation and stereo conversion companies for feature film and television, confirms that its price range prospectus (the “Prospectus” ) has been approved by the FCA and published by the Company on 7 November 2019.

The Prospectus relates to the admission of the Company’s ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange.

Details of the Offer are set out in the Prospectus, which will shortly be available on the Company’s website at https://investors.dneg.com/, subject to certain access restrictions. Hard copies will be available during normal business hours at the Company’s registered office. The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available at http://www.morningstar.co.uk/uk/nsm.

Enquiries:

DNEG Limited +44 207 268 5000 Tony Bradley, Global Head of Marketing & Communications Yellow Jersey (Financial PR) +44 203 004 9512 Charles Goodwin +44 7747 788 221 Georgia Colkin Joe Burgess

Sole Sponsor, Sole Global Coordinator & Joint Bookrunner:

J.P. Morgan Cazenove Bill Hutchings Gian Piero Sammartano

+44 207 742 4000

Barry Meyers Ed Digby

Joint Bookrunners: Deutsche Bank +44 207 545 8000 Numis +44 207 260 1000 Santander +34 91 257 23 88 BNP Paribas +44 207 595 2000 Notes to Editors About DNEG

DNEG is a global, award‐winning digital visual effects, animation and stereo conversion company for feature film, television, streamed media, augmented / virtual reality and experiential entertainment. DNEG provides a full range of services to clients worldwide through a network of studios in London, Vancouver, Mumbai, Los Angeles, Chennai, Montréal, Chandigarh, Hyderabad and Goa. www.dneg.com

Important legal information

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Any securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “ Securities Act ”) or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States. Any securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, South Africa or Japan or to any national, resident or citizen of Australia, Canada, South Africa or Japan. Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States (including its territories and possessions), Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction.

Any failure to comply with the foregoing restrictions may constitute a violation of United States, Australian, Canadian, South African or Japanese securities laws. The publication or distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Any offer is and will be only addressed to and directed at persons in member states of the European Economic Area (the “ EEA ”) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (“ Qualified Investors ”). In addition, in the United Kingdom, and any offer is and will be only directed at, and should only be relied upon by, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “ Order ”), are

persons who are high net worth entities, unincorporated associations and other persons falling within Article 49(2)(a) to (d) of the Order or are persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as “ Relevant Persons ”). Any investment or investment activity to which this announcement relates will be available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons.

This announcement does not constitute an offer or invitation for the sale, issuance or subscription for any securities in any jurisdiction, nor does it purport to give legal, tax or financial advice. Nothing contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. The information, statements and opinions contained in this announcement do not constitute a public offer under any applicable legislation or an offer to sell, or a solicitation of an offer to purchase, any securities in and are not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Japan, Australia or any other jurisdiction where such distribution or offer is unlawful.

This announcement does not constitute a recommendation concerning any offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of any offer for the person concerned. You should not base your financial decision on this announcement. The Company may decide not to go ahead with any offer and there is therefore no guarantee that Admission will occur.

This announcement may include statements that are, or may be deemed to be, “forward‐looking statements”. These forward‐looking statements may be identified by the use of forward‐looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions.

Forward looking statements may and often do differ materially from actual results. Any forward‐looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward looking statements speak only as of the date they are made.

The Company, J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove)(" J.P. Morgan Cazenove "), Deutsche Bank AG, London Branch (" Deutsche Bank "), Numis Securities Limited (" Numis "), Banco Santander, S.A. (" Santander ") and BNP PARIBAS (" BNP Paribas ") and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Neither (i) the Company nor any of its parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons’ respective partners, directors, officers, employees, agents, affiliates, advisers or agents nor (ii) J.P. Morgan Cazenove, Deutsche Bank, Numis, Santander, BNP PARIBAS and their respective affiliates, or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents, is under an obligation to update, revise or keep current the information contained in this announcement and the information in this announcement is subject to change without notice.

Neither (i) the Company, the Group nor any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons’ respective partners, directors, officers, employees, agents, affiliates, advisers or agents nor (ii) J.P. Morgan Cazenove, Deutsche Bank, Numis, Santander, BNP PARIBAS and their respective affiliates, or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents, accepts any responsibility, obligation or liability whatsoever for, or makes any representation or warranty, express or implied, as to, and no reliance should be placed on, the fairness, truth, fullness, accuracy, completeness or correctness of, the information in this announcement or whether any information has been omitted from the

announcement or as to any other information relating to the Company or the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement, its contents or otherwise arising in connection therewith, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith. None of J.P. Morgan Cazenove, Deutsche Bank, Numis, Santander, BNP PARIBAS or any of their respective affiliates has independently verified the information contained in this announcement.

Any subscription or purchase of Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus issued by the Company in connection with the Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

The Company may decide not to go ahead with the Offer and there is therefore no guarantee that Admission will occur. You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and does not form part of, this announcement.

In connection with the Offer, J.P.Morgan Cazenove (as " Stabilising Manager "), may (but will be under no obligation to), to the extent permitted by applicable law, over‐allot Shares up to a maximum of 10 per cent. of the total number of the Offer Shares or effect other transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a period of no more than 30 calendar days after the date of commencement of conditional dealings of the Shares on the London Stock Exchange. Such transactions may be effected on the London Stock Exchange, in the over the‐counter markets or otherwise. There is no obligation on the Stabilising Manager to undertake stabilisation transactions. Such transactions, if commenced, may be discontinued at any time without prior notice and must be brought to an end no later than 30 calendar days after the date of commencement of conditional dealings of the Shares on the London Stock Exchange (the " Stabilisation Period "). In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Save as required by law, the Stabilising Manager does not intend to disclose the extent of any stabilisation transactions under the Offer.

For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over‐ allocations and/or from sales of Shares effected by it during the Stabilisation Period, one of the selling shareholders has granted to it an option (the " Over‐allotment Option "), pursuant to which the Stabilising Manager may purchase or procure purchasers for up to a maximum of 10 per cent. of the total number of IPO Shares at the Offer Price. The Overallotment Option is exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Shares made available pursuant to the Over‐ allotment Option will rank pari passu in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares in the Offer and will form a single class for all purposes with the other Shares.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“ MiFID II ”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “ MiFID II Product Governance Requirements ”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II: and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “ Target Market Assessment ”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income or capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in related to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.