LegalPCF Group
PCF Group Resolutions Adopted at Extraordinary General Meeting: 7 August 2023
7 Aug 202310 pages~24 min full read
People Can Fly parent company PCF Group S.A. authorized a capital increase of up to 2,510,904 new Series G shares to raise at least 100.9 million PLN.
See it on page 2The capital raise is intended to fund the company's 2023 growth strategy, specifically targeting self-publishing, Game-as-a-Service (GaaS) models, and development of projects including Project Dagger, Bifrost, and Victoria.
See it on page 8To accelerate the funding process, shareholders voted to waive pre-emptive rights in favor of a private subscription and book-building process aimed at institutional and qualified investors.
See it on page 6This issuance serves to bridge a funding gap following a June 2023 Series F offering that raised 134.4 million PLN, falling short of the company's previous target.
See it on page 7The resolution passed with 86.28% shareholder participation, with 28,838,521 votes in favor and zero against, authorizing the Board to finalize the issue price within six months.
See it on page 6While pre-emptive rights were excluded, the agreement includes a provision allowing existing shareholders who hold at least 0.25% of the company’s votes to maintain their proportional ownership.
See it on page 5PCF Group S.A., the Warsaw-based parent company of game developer People Can Fly, held an Extraordinary General Meeting on August 7, 2023, to authorize a significant capital increase through the issuance of Series G ordinary shares. The primary thesis of the meeting was to secure additional funding necessary to execute the company’s updated 2023 growth strategy, which focuses on self-publishing, Game-as-a-Service (GaaS) models, and expanding production teams for specific projects including Project Dagger, Bifrost, and Victoria.
The meeting resulted in the approval of a share issuance of at least one but no more than 2,510,904 new Series G shares with a nominal value of 0.02 PLN each. This issuance aims to raise at least 100.9 million PLN, effectively seeking to bridge the funding gap left by a previous Series F offering in June 2023, which raised 134.4 million PLN against a higher target. To facilitate a rapid capital raise, the assembly voted to deprive existing shareholders of their pre-emptive rights, opting instead for a private subscription via a book-building process targeted at qualified and institutional investors.
The scope of this corporate action is centered on the Polish capital market, with the new shares intended for listing on the Warsaw Stock Exchange. The methodology for the issuance involves a private placement exempt from a full prospectus requirement, utilizing a book-building mechanism to maximize proceeds based on market demand. While pre-emptive rights were waived, the resolution includes a preference right for existing shareholders holding at least 0.25% of the company’s votes to maintain their proportional ownership.
The resolutions were passed with high levels of shareholder participation, representing approximately 86.28% of the share capital. The critical Resolution 4, which authorized the capital increase and the exclusion of pre-emptive rights, received 28,838,521 votes in favor, with zero against and 3,507 abstentions. The Board of Directors is now authorized to finalize the issue price and execute the capital increase within six months of the meeting date.
