LegalPCF Group
Opinion of the Management Board of PCF Group S.A. on Denying Shareholders Rights to Series D Shares (27 April 2021)
27 Apr 20213 pages~6 min full read
PCF Group S.A. issued 387,714 Series D shares to acquire the Montreal-based animation and audio studio Game On Creative, Inc.
See it on page 1The shares were issued via private subscription to Fiducie Familiale Samuel Girardin 2020, a trust linked to the CEO of the acquired studio, to secure his role as Studio Head at People Can Fly Canada.
See it on page 2The transaction was valued at approximately 29.4 million PLN, with an issue price of 75.75 PLN per share based on the 30-day volume-weighted average price on the Warsaw Stock Exchange.
See it on page 2To ensure long-term alignment, 70% of the newly issued shares are subject to a lock-up agreement that remains in effect until the end of 2024.
See it on page 2The Management Board excluded existing shareholders' preemptive rights to facilitate the acquisition and support the company's strategic expansion into the North American market.
See it on page 2Capital raised from this issuance is designated for further growth, specifically for acquiring new development teams or establishing additional production studios.
See it on page 2The Management Board of PCF Group S.A. issued this formal opinion on April 27, 2021, to justify the exclusion of existing shareholders' preemptive rights regarding the issuance of 387,714 Series D shares. This strategic move is directly linked to the acquisition of Game On Creative, Inc., a Montreal-based animation and audio production studio specializing in motion capture for AAA gaming titles. The issuance is structured as a private subscription exclusively for Fiducie Familiale Samuel Girardin 2020, a trust associated with the CEO of the acquired company.
The primary objective of this capital increase is to integrate Game On’s specialized technical capabilities into the PCF Group and to secure the long-term commitment of Samuel Girardin, who will serve as Studio Head at People Can Fly Canada. To ensure alignment with long-term corporate goals, 70% of the newly issued shares are subject to a lock-up agreement lasting until the end of 2024. The capital raised from this issuance is earmarked for further strategic expansion, including the acquisition of new development teams or the establishment of additional production studios, following the exhaustion of previous investment funds.
The issue price was set at 75.75 PLN per share, totaling approximately 29.4 million PLN. This valuation was determined based on the volume-weighted average price of the company’s shares on the Warsaw Stock Exchange over the 30 days preceding the acquisition date. The Management Board concludes that this pricing aligns with market standards and that the exclusion of preemptive rights is in the best interest of the company to facilitate its North American expansion and enhance its production capacity for high-end video game development.
