PCF Group Resolutions Adopted at Extraordinary General Meeting: 7 August 2023
PCF 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.
