Related Documents
Legal
Raport bieżący nr 11/2021
PCF Group S.A. issued this regulatory report to disclose the acquisition of the Phosphor Games development team and the associated financial arrangements used to facilitate the transaction. Originally classified as delayed inside information under European Union Market Abuse Regulations, the details were made public on April 23, 2021, following the formal conclusion of the acquisition process. The transaction marks a strategic expansion for the Warsaw-based parent company into the United States market, specifically targeting the Chicago-based development talent of Phosphor Studios and Phosphor Games. The acquisition was executed through a newly established subsidiary, People Can Fly U.S., LLC. To fund this expansion and the operational integration of the Phosphor team, PCF Group S.A. provided a $5,000,000 loan to its American subsidiary. This ten-year intercompany loan carries an interest rate of LIBOR plus two percentage points and is secured by the assets of the U.S. entity, including its intellectual property rights. Prior to the acquisition, the two entities maintained a professional relationship through a work-for-hire agreement where Phosphor Games served as a subcontractor for People Can Fly projects. The decision to delay the public announcement from the initial signing of the letter of intent on March 31, 2021, was a tactical measure to protect the negotiation process. Management concluded that premature disclosure could invite third-party interference, worsen transaction terms, or lead to public misinformation regarding the deal's certainty. By waiting until the acquisition was finalized, the company ensured market stability and the successful execution of its long-term growth strategy within the global gaming industry.
PCF GroupApr 2021
Legal
Current Report No. 12/2021
PCF Group S.A. issued a formal regulatory disclosure regarding the establishment of a new subsidiary, People Can Fly Chicago, LLC, as part of its broader corporate growth strategy. The primary purpose of this disclosure is to reveal previously delayed inside information concerning the expansion of the company’s development capabilities in the United States. This action follows the successful acquisition of the development team from Phosphor Games, LLC, which served as the catalyst for making the information public on April 23, 2021. The expansion originated on March 31, 2021, with a letter of intent signed between PCF Group and Chicago-based Phosphor Studios and Phosphor Games. Under the laws of Delaware, the new entity was officially incorporated on April 6, 2021. The strategic intent behind this formation was to create a dedicated vehicle for absorbing the Phosphor Games team, thereby strengthening PCF Group’s international presence and internal production capacity. The decision to delay the public announcement was made in accordance with European Union Market Abuse Regulations to protect the company’s legitimate interests. Management concluded that immediate disclosure during the negotiation phase could have jeopardized the transaction by inviting third-party interference or negatively impacting the terms of the deal. Furthermore, the company sought to prevent public misinformation, as the final outcome of the acquisition remained uncertain at the time of the subsidiary's formation. By maintaining confidentiality and monitoring access to this information, the company ensured market integrity until the acquisition was finalized.
PCF GroupApr 2021
Legal
Current Report No. 14/2021
This regulatory report, issued on April 27, 2021, details the acquisition of Game On Creative, Inc. by PCF Group S.A. (People Can Fly). The disclosure reveals previously delayed inside information regarding a non-binding letter of intent signed on March 11, 2021, and the subsequent execution of a definitive investment agreement. The transaction involves the 100% acquisition of the Montreal-based creative agency, which specializes in motion capture, cinematics, and audio for the global gaming industry. The financial structure of the deal establishes a purchase price based on eight times Game On’s 2020 EBITDA, subject to adjustments for debt, working capital, and potential leakage. The acquisition is primarily financed through a private subscription of PCF Group Series D shares issued to the seller’s trust, SG Trust. To align long-term interests, the agreement includes a five-year earn-out provision granting the seller 5% of annual EBITDA if specific targets are met. Furthermore, most newly issued shares are subject to a lock-up period, and a call option mechanism is established should the share registration face delays beyond 2021. Strategically, the acquisition integrates Game On into PCF Group’s North American operations. Samuel Girardin, the founder of Game On, transitions to the role of Studio Head at People Can Fly Canada while maintaining his presidency at Game On. PCF Group justified the initial delay in public disclosure under European Market Abuse Regulations to protect the integrity of negotiations and prevent third-party interference that could have compromised the transaction's terms or misled the public regarding the deal's certainty.
PCF GroupApr 2021
Legal
Raport Bieżący Nr 63/2017
PlayWay S.A. officially announced the execution of a publishing agreement for the upcoming title Phantom Doctrine, developed by its subsidiary CreativeForge Games S.A. The contract, finalized on August 22, 2017, establishes a partnership with the Dutch entity Gambitious B.V., which transitioned to operating under the brand name Good Shepherd Entertainment during the same year. This strategic move secures a professional publishing partner for a project currently in active production, ensuring the title reaches a broad commercial audience upon its eventual release. The scope of the agreement covers a multi-platform launch, specifically targeting PC, PlayStation 4, and Xbox One. Under the terms of the contract, Good Shepherd Entertainment assumes full responsibility for marketing initiatives and promotional activities designed to drive sales across all designated distribution channels. This division of labor allows the development team at CreativeForge Games to focus on technical production while leveraging the publisher’s infrastructure for global outreach and market positioning. This corporate disclosure, issued in compliance with market abuse regulations regarding inside information, highlights the ongoing expansion of PlayWay’s portfolio through its subsidiary network. The announcement serves as a formal update to previous communications regarding the project's development trajectory. By securing a specialized international publisher, the company aims to maximize the commercial potential of the intellectual property within the competitive global gaming market.
PlayWayAug 2017