Raport Bieżący Nr 15/2021

On April 27, 2021, the Warsaw-based PCF Group S.A. executed an investment agreement to acquire 100% of the shares of Game On Creative, Inc., a Montreal-based studio specializing in animation, motion capture, and audio services. The acquisition aims to strengthen the Group’s AAA game development capabilities and its capacity to manage multiple concurrent projects by integrating specialized expertise in cinematics and audio production. Game On has a long-standing history as a production partner for People Can Fly, notably contributing to the title Outriders.

The transaction is valued at approximately 29.37 million PLN, with a provision for an earn-out adjustment based on Game On’s EBITDA performance from 2021 through 2025. A core component of the agreement is a reinvestment strategy where the seller, Fiducie familiale Samuel Girardin 2020, will use the entire sale proceeds to subscribe to 387,714 new Series D shares of PCF Group S.A. via a private placement. These shares, representing roughly 1.29% of the company’s share capital, are priced at 75.75 PLN per share and are subject to staggered lock-up agreements lasting through late 2024.

To secure the reinvestment, the agreement includes a conditional call option granted by PCF Group CEO Sebastian Wojciechowski, allowing the seller to acquire his personal shares if the new share issuance is not registered. Furthermore, the leadership structure will evolve as Game On founder Samuel Girardin joins the Group as Studio Head and President of People Can Fly Canada, Inc., while maintaining his role as President of Game On. The studio will continue to provide services to third-party clients alongside its internal contributions to the PCF Group.