ReportPCF Group
Raport Bieżący Nr 12/2023: Zawarcie Umowy Inwestycyjnej z Krafton, Inc.
6 pages~15 min full read
Krafton, Inc. is acquiring a 10% equity stake in PCF Group S.A. through the issuance of 5,853,941 new series F ordinary shares.
See it on page 1The investment is priced at PLN 40.20 per share, granting Krafton 10% of the company’s total voting rights.
See it on page 1Krafton holds rights of first negotiation and first refusal on future PCF Group projects, specifically Project Victoria and Project Bifrost, if they are not self-published.
See it on page 1The agreement includes protective shareholder provisions, including anti-dilution, tag-along, and drag-along clauses.
See it on page 2Both parties are subject to a lock-up period for their shares that remains in effect until March 28, 2024.
See it on page 2The investment contract is governed by Polish law and carries an initial ten-year term with provisions for automatic renewal.
See it on page 2The document announces that Krafton, Inc. has entered into an investment agreement to acquire shares of PCF Group S.A. under a capital increase authorized by the extraordinary general meeting, allowing up to 5 853 941 new ordinary shares of series F at a nominal value of PLN 0.02 each. The agreement obligates Krafton to purchase shares representing 10 % of the company’s capital and voting rights at an issue price of PLN 40.20 per share, with the company guaranteeing allocation upon fulfillment of Krafton’s subscription commitment. The investment contract grants Krafton rights of first negotiation and first refusal on future projects such as Project Victoria or Project Bifrost if released outside a self‑publishing model, and includes anti‑dilution, tag‑along, and drag‑along provisions. Both parties have executed lock‑up agreements lasting until 28 March 2024 and standard representations, warranties, and indemnity clauses. The agreement is governed by Polish law, has a ten‑year term with automatic renewal provisions, and allows Krafton to terminate under specific circumstances such as cancellation of the offer or failure to meet subscription deadlines; no penalties are stipulated. The report, prepared under EU Regulation MAR, is strictly informational and restricted to qualified investors within the European Economic Area, excluding public distribution in jurisdictions such as the United States, Canada, Australia, Japan, and South Africa. It contains forward‑looking statements subject to risks and uncertainties, and disclaims any investment recommendation or guarantee.
