Legal

Raport Bieżący Nr 2/2023

27 January 20232 pages826 words

Summary

PCF Group S.A., the parent company of People Can Fly, announced a strategic increase in its capital involvement in its subsidiary, Incuvo S.A., on January 27, 2023. The transaction involves a share swap agreement with Incuvo’s top executives, CEO Andrzej Wychowaniec and VP of Products Radomir Kucharski. Under the terms of the agreement, PCF Group will issue 136,104 new Series E ordinary shares at an issue price of 46.13 PLN per share, totaling approximately 6.28 million PLN. These shares represent roughly 0.45% of PCF Group’s share capital and voting rights. In exchange for the new PCF Group shares, the executives will contribute a combined 1,748,878 shares of Incuvo S.A. to PCF Group. This non-cash contribution increases PCF Group’s ownership stake and voting power in Incuvo from 50.01% to approximately 62.25%. The valuation for the swap was determined using a six-month volume-weighted average price for both companies' shares for the period ending November 30, 2022, with Incuvo’s fair value further verified by an independent auditor. The primary objective of this consolidation is to advance PCF Group’s long-term growth strategy. By deepening its control over Incuvo, PCF Group aims to diversify its portfolio into the virtual reality (VR) segment, leveraging Incuvo’s specialized expertise. The move is intended to foster publishing synergies within the group and facilitate the transition of existing intellectual properties into VR environments. To ensure long-term alignment, the newly issued shares are subject to a lock-up agreement effective until the end of December 2024, mirroring the restrictions placed on shareholders during the company’s 2020 initial public offering.

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