LegalPCF Group
Uchwyły Podjęte Przez Nadzwyczajne Walne Zgromadzenie
24 May 202112 pages~26 min full read
PCF Group S.A. issued 387,714 Series D shares at 75.75 PLN per share to acquire the Canadian animation and audio studio Game On Creative, Inc., raising approximately 29.37 million PLN.
See it on page 6To facilitate the acquisition of Game On Creative, shareholders representing 82% of the capital voted to waive existing pre-emptive rights for the private subscription associated with Samuel Girardin.
See it on page 5The company established an 'Authorized Capital' mechanism allowing the Management Board to issue up to 1,478,125 new shares over the next three years to fund future studio acquisitions.
See it on page 10Future share issuances under the authorized capital framework will be priced based on a 30-day volume-weighted average price to align with market valuations.
See it on page 11The Management Board’s authority to exclude pre-emptive rights for future acquisitions is subject to oversight and approval by the Supervisory Board to ensure governance control.
See it on page 7The company’s articles of association were amended to define total share capital as 27,500,000 Series A ordinary shares with a nominal value of 0.02 PLN each.
See it on page 4The Extraordinary General Meeting of PCF Group S.A., held on May 24, 2021, formalized a strategic expansion of the company’s capital structure to facilitate international growth and studio acquisitions. Shareholders representing approximately 82% of the share capital unanimously approved the issuance of 387,714 Series D ordinary shares at a price of 75.75 PLN per share. This specific issuance, totaling roughly 29.37 million PLN, serves as a private subscription for a trust associated with Samuel Girardin, following the acquisition of the Canadian animation and audio studio Game On Creative, Inc. To execute this transaction and secure a lock-up agreement, existing shareholders’ pre-emptive rights were waived, ensuring the strategic integration of the new subsidiary.
Beyond the immediate acquisition, the company established a broader "Authorized Capital" mechanism to streamline future expansion. The Management Board is now authorized to increase share capital by up to 29,562.50 PLN through the issuance of 1,478,125 new shares over a three-year period. This framework allows the Board, subject to Supervisory Board oversight, to exclude pre-emptive rights for the purpose of rapidly acquiring additional game development teams and studios. The pricing for such issuances is governed by a 30-day volume-weighted average price, a methodology intended to align new investments with market valuations while protecting the interests of current stakeholders.
The governance of these financial shifts is reinforced by amendments to the articles of association, which define the total share capital as 27,500,000 Series A ordinary shares with a nominal value of 0.02 PLN each. By mandating Supervisory Board approval for the issue price of shares under the authorized capital, the company has implemented a check on executive power during this period of aggressive growth. These resolutions reflect a unified shareholder commitment to a long-term strategy of inorganic growth through the acquisition of specialized creative assets in the global gaming industry.
