LegalPCF Group
Draft Resolutions for the Extraordinary General Meeting: May 24, 2021
24 May 202112 pages~25 min full read
PCF Group S.A. is acquiring Montreal-based animation and motion capture studio Game On Creative, Inc. to bolster its AAA game development pipeline.
See it on page 5The acquisition will be funded by issuing 387,714 Series D shares at 75.75 PLN per share to Fiducie Familiale Samuel Girardin 2020, requiring a waiver of existing shareholders' pre-emptive rights.
See it on page 3The company is establishing authorized capital that allows the Management Board to issue nearly 1.5 million new shares over the next three years to facilitate future growth.
See it on page 8The authorized capital mechanism permits share capital increases of up to 29,562.50 PLN, providing the agility to execute stock-swap transactions and acquire additional development teams.
See it on page 8The board is authorized to exclude pre-emptive rights for future share issuances to maintain a competitive advantage in talent acquisition and strategic consolidation.
See it on page 10The company’s articles of association have been formalized to reflect a total Series A share capital of 27,500,000 ordinary bearer shares with a nominal value of 0.02 PLN each.
See it on page 4PCF Group S.A. is pursuing a strategic expansion of its global development capabilities through a targeted share capital increase and the implementation of flexible financing mechanisms. The primary objective of the May 2021 Extraordinary General Meeting is to facilitate the acquisition of Game On Creative, Inc., a Montreal-based animation and motion capture studio. By issuing 387,714 Series D shares at a price of 75.75 PLN per share to Fiducie Familiale Samuel Girardin 2020, the group aims to integrate specialized leadership and technical expertise into its AAA game development pipeline. This move necessitates the waiver of existing shareholders' pre-emptive rights to ensure the successful execution of the acquisition and the alignment of the new studio’s interests with the parent company.
Beyond the immediate acquisition, the group is establishing a long-term framework for rapid growth through the creation of authorized capital. This statutory amendment empowers the Management Board to increase share capital by up to 29,562.50 PLN through the issuance of nearly 1.5 million new shares over a three-year window. This mechanism is designed to provide the agility required to compete in the dynamic international gaming market, specifically by enabling stock-swap transactions and the swift acquisition of additional development teams. The ability to exclude pre-emptive rights for these future issuances is framed as a critical tool for maintaining a competitive edge in talent acquisition and strategic consolidation.
The structural adjustments also include formalizing the company’s articles of association to reflect a Series A share capital of 27,500,000 ordinary bearer shares at a nominal value of 0.02 PLN each. These administrative and financial resolutions collectively signal a transition toward a more aggressive expansion strategy, positioning the group to leverage its equity for inorganic growth. By streamlining the process for future capital raises and integrating high-end animation capabilities, the group seeks to solidify its infrastructure for large-scale, high-fidelity game production on a global scale.
