ReportPCF Group
Raport bieżący nr 11/2021Ujawnienie opóźnionej informacji poufnej o zawarciu przez PCF Group S.A. listu intencyjnego dotyczącego przejęcia zespołu deweloperskiego Phosphor Games, LLC
2 pages~5 min full read
PCF Group S.A. signed a letter of intent on 31 March 2021 to acquire the Chicago-based development team of Phosphor Games, LLC.
See it on page 1The acquisition is being funded by a USD 5 million loan provided to the subsidiary People Can Fly U.S., LLC, which is secured by the subsidiary's intellectual property.
See it on page 1The loan terms include an interest rate of LIBOR plus 2% with a ten-year maturity period.
See it on page 1The parties entered an exclusive negotiation period that was scheduled to conclude on 30 April 2021.
See it on page 2PCF Group S.A. delayed the public disclosure of this information until 23 April 2021, citing the need to protect negotiation dynamics and transaction terms under EU Market Abuse Regulation (MAR) provisions.
See it on page 1The company maintains that the signing of the letter of intent does not guarantee the final completion of the acquisition.
See it on page 2The report discloses that PCF Group S.A., a Warsaw‑based holding, entered into an intention letter on 31 March 2021 to acquire the development team of Phosphor Games, LLC, a Chicago‑based studio. The transaction is subject to an exclusive negotiation period until 30 April 2021 and involves a loan of USD 5 million to the group’s subsidiary People Can Fly U.S., LLC, with LIBOR plus 2 % interest over ten years. The loan is secured by the subsidiary’s intellectual property and is intended to fund the acquisition of Phosphor Games’ team. The report clarifies that signing the intention letter and initiating negotiations does not guarantee completion of the acquisition, noting potential risks to negotiation outcomes.
The disclosure was delayed until 23 April 2021 in accordance with Article 17(4) of the EU Market Abuse Regulation (MAR). Management justified the delay by citing legal and commercial considerations: premature disclosure could jeopardise negotiation dynamics, affect transaction terms, or mislead the market. The report outlines that confidentiality was maintained through a controlled list of personnel with access to the information, updated per MAR requirements. Upon publication, PCF Group S.A. will notify the Polish Financial Supervision Authority of the delay and its compliance with MAR provisions.
The scope covers a single acquisition transaction involving U.S. entities, with financial terms specified in USD and interest linked to LIBOR. The methodology is a regulatory compliance disclosure, referencing MAR articles and European Securities and Markets Authority guidance on delayed information release.
