Investment
Report
List of Proposed Amendments to the Statutes: PCF Group S.A.
The proposed amendments to the statutes of PCF Group S.A., a Warsaw‑based company, aim to revise capital structure limits, governance provisions, and audit committee requirements. Capital changes set a minimum of PLN 599,004.54 and a maximum of PLN 715,810.38 for the share capital, while maintaining existing share series A (27,500,000 shares), B (2,062,512 shares), D (387,714 shares) and adding a new series F with a range of 1 to 5,853,941 shares. The amendments eliminate several statutory paragraphs (e.g., § 5 6, § 1, §§ 16, 18, and chapters VIII‑IX) and modify others to streamline shareholder rights. Key governance adjustments introduce a “Group of Qualified Shareholders” comprising four named individuals, granting them collective personal rights to appoint or dismiss board members. The group’s authority depends on holding at least 40 % of voting rights and is exercised through joint written declarations accompanied by deposit certificates. If the group fails to act within a month, the board may be appointed by ordinary shareholders; if the group’s rights lapse, ordinary shareholders regain full appointment powers. The amendments also refine board composition rules, allowing five to seven members and specifying the number of directors the group can influence based on board size. Audit and supervisory provisions are tightened to align with public interest entity standards. The company must maintain at least two independent board members and, upon admission to a regulated market, establish an audit committee with a majority of independent members. These changes ensure compliance with Polish public‑interest entity regulations and enhance shareholder influence over board composition while clarifying audit oversight responsibilities.
PCF Group
Report
Zwiększenie zaangażowania kapitałowego PCF Group S.A. w spółkę Incuvo S.A.
The report announces that PCF Group S.A., a Warsaw‑based company, has decided to increase its capital participation in its subsidiary Incuvo S.A., a Katowice‑based game developer. On 27 January 2023, the board authorized the issuance of 136,104 new ordinary shares (Series E) at an emission price of PLN 46.13 each, totaling PLN 6,278,477.52. These shares represent approximately 0.45 % of PCF’s share capital and voting rights, and will be fully subscribed by Incuvo’s CEO Andrzej Wychowańcy (87,820 shares) and Vice‑Chairman Radomir Kucharski (48,284 shares). In exchange, the two executives will transfer 1,128,450 Incuvo shares (≈7.90 % of Incuvo’s capital) and 620,428 Incuvo shares (≈4.34 % of Incuvo’s capital) to PCF, thereby raising PCF’s stake in Incuvo from 50.01 % to roughly 62.25 % of both capital and voting rights. The emission price was calculated using a six‑month average market price of PCF shares (1 June–30 November 2022) and correlated with a fair‑value assessment of Incuvo’s shares by an external auditor. The transaction aligns with PCF Group’s strategy to diversify its game portfolio, expand into virtual reality leveraging Incuvo’s expertise, and enhance publishing capabilities. Lock‑up restrictions apply to the new shares until the end of December 2024, mirroring conditions from PCF’s 2020 public offering. The board has requested supervisory approval for the pricing, waiver of pre‑emptive rights, and full allocation to the two executives. Further updates will be provided as required by law.
PCF Group
