ReportPCF Group
Zwiększenie zaangażowania kapitałowego PCF Group S.A. w spółkę Incuvo S.A.
2 pages~4 min full read
PCF Group S.A. is increasing its stake in subsidiary Incuvo S.A. from 50.01% to approximately 62.25% of total capital and voting rights.
See it on page 1The transaction involves PCF Group issuing 136,104 new Series E shares, valued at PLN 6,278,477.52, to Incuvo CEO Andrzej Wychowańcy and Vice-Chairman Radomir Kucharski.
See it on page 1In exchange for the new PCF shares, the two executives are transferring a combined 1,748,878 shares of Incuvo to PCF Group, representing roughly 12.24% of Incuvo's capital.
See it on page 1The issuance price of PLN 46.13 per share was determined using a six-month average market price of PCF stock and an external fair-value assessment of Incuvo.
See it on page 2The newly issued PCF shares are subject to lock-up restrictions that remain in effect until the end of December 2024.
See it on page 2This capital restructuring is part of PCF Group’s broader strategy to expand its virtual reality capabilities and diversify its game portfolio through its subsidiary.
See it on page 2The report announces that PCF Group S.A., a Warsaw‑based company, has decided to increase its capital participation in its subsidiary Incuvo S.A., a Katowice‑based game developer. On 27 January 2023, the board authorized the issuance of 136,104 new ordinary shares (Series E) at an emission price of PLN 46.13 each, totaling PLN 6,278,477.52. These shares represent approximately 0.45 % of PCF’s share capital and voting rights, and will be fully subscribed by Incuvo’s CEO Andrzej Wychowańcy (87,820 shares) and Vice‑Chairman Radomir Kucharski (48,284 shares). In exchange, the two executives will transfer 1,128,450 Incuvo shares (≈7.90 % of Incuvo’s capital) and 620,428 Incuvo shares (≈4.34 % of Incuvo’s capital) to PCF, thereby raising PCF’s stake in Incuvo from 50.01 % to roughly 62.25 % of both capital and voting rights.
The emission price was calculated using a six‑month average market price of PCF shares (1 June–30 November 2022) and correlated with a fair‑value assessment of Incuvo’s shares by an external auditor. The transaction aligns with PCF Group’s strategy to diversify its game portfolio, expand into virtual reality leveraging Incuvo’s expertise, and enhance publishing capabilities.
Lock‑up restrictions apply to the new shares until the end of December 2024, mirroring conditions from PCF’s 2020 public offering. The board has requested supervisory approval for the pricing, waiver of pre‑emptive rights, and full allocation to the two executives. Further updates will be provided as required by law.
