LegalPCF Group
Announcement of the Board: PCF Group Spółka Akcyjna
4 May 202110 pages~21 min full read
PCF Group S.A. has convened an Extraordinary General Meeting for May 24, 2021, to approve a capital increase through the issuance of 387,714 new Series D ordinary shares.
The proposal includes a provision to deprive existing shareholders of pre-emptive rights to facilitate the admission of the new Series D shares to the Warsaw Stock Exchange.
The board is seeking authorization to increase share capital by up to 29,562.50 PLN through the issuance of up to 1,478,125 new shares over the next three years.
The authorized capital mechanism grants the Management Board flexibility to issue shares for both cash and non-cash contributions, subject to Supervisory Board approval.
As of the announcement, PCF Group’s total share capital consisted of 29,562,512 shares (27,500,000 Series A and 2,062,512 Series B) with a total nominal value of 591,250.24 PLN.
Shareholders of record as of May 8, 2021, must obtain certificates of participation from their brokerage entities by May 10, 2021, to participate in the EGM.
The Management Board of PCF Group S.A., a Warsaw-based game development studio, issued a formal notice convening an Extraordinary General Meeting (EGM) scheduled for May 24, 2021. The primary purpose of the meeting is to deliberate on significant structural changes to the company’s share capital and corporate statutes. This meeting follows the legal requirements of the Polish Commercial Companies Code and is directed toward all shareholders of record as of May 8, 2021.
The central proposal involves increasing the company's share capital through the issuance of 387,714 new Series D ordinary shares. This issuance includes a provision to deprive existing shareholders of their pre-emptive rights, facilitating the admission and introduction of these shares to the regulated market of the Warsaw Stock Exchange. Furthermore, the board seeks authorization for "authorized capital," which would empower the Management Board to increase share capital by up to 29,562.50 PLN through the issuance of up to 1,478,125 new shares over a three-year period. This mechanism allows for greater financial flexibility, enabling the board to issue shares for both cash and non-cash contributions with the approval of the Supervisory Board.
The document outlines comprehensive procedural requirements for shareholder participation, including the necessity of obtaining certificates of right to participate from brokerage entities by May 10, 2021. It details the rights of shareholders holding at least 5% of the share capital to propose agenda items or draft resolutions. Additionally, the notice specifies the protocols for proxy voting, electronic communication, and the verification of identity for both individual and institutional investors. At the time of the announcement, the company’s share capital was divided into 27,500,000 Series A shares and 2,062,512 Series B shares, with a total nominal value of 591,250.24 PLN.
