LegalPlayWay
Current Report No. 21/2016: Conclusion of Shareholder Agreement for Subsidiary
30 Nov 20162 pages~2 min full read
PlayWay S.A. has increased its majority stake in subsidiary CreativeForge Games S.A. (CFG) to 73.75% following the acquisition of 200,000 shares from Lark Investments.
See it on page 1A new multi-platform game project for PC, Xbox One, and PlayStation 4 is being financed with a total budget capped at 9 million PLN.
See it on page 1Funding for the new project is split between PlayWay S.A. (70%) and Lark Investments (30%), provided as loans in installments tied to the production schedule.
See it on page 1The current ownership structure of CreativeForge Games consists of PlayWay S.A. at 73.75%, Lark Investments at 15%, and Łukasz Żarnowiecki at 11.25%.
See it on page 1Lark Investments holds a call option valid until December 31, 2017, to repurchase or designate a third party to acquire up to 200,000 shares from PlayWay S.A. at a predetermined price.
See it on page 1PlayWay S.A. has formalized a strategic shareholder agreement concerning its subsidiary, CreativeForge Games S.A. (CFG), involving Lark Investments Sp. z o.o. SKA and Łukasz Żarnowiecki. The primary objective of this agreement is to secure the financial and structural framework for the production of a new multi-platform computer game intended for PC, Xbox One, and PlayStation 4. This arrangement highlights the collaborative financing model common in the Polish game development sector, where parent companies and private investment vehicles share production risks and capital requirements.
The financial commitment for the upcoming project is capped at 9 million PLN, provided in the form of loans issued in installments according to a set production schedule. PlayWay S.A. is responsible for 70% of the funding, while Lark Investments covers the remaining 30%. This capital injection ensures the subsidiary has the necessary liquidity to execute high-budget development cycles across multiple console and desktop platforms.
The agreement also facilitates a significant shift in the ownership structure of CreativeForge Games. Through a concurrent share purchase agreement, PlayWay S.A. acquired 200,000 shares from Lark Investments. Following this transaction, PlayWay S.A. holds a dominant 73.75% stake in CFG, with Lark Investments retaining 15% and Łukasz Żarnowiecki holding 11.25%. Furthermore, the agreement includes a call option valid until December 31, 2017, allowing Lark Investments to repurchase or designate a third party to acquire up to 200,000 shares from PlayWay S.A. at a predetermined price. This structure provides flexibility for future equity adjustments while maintaining PlayWay’s consolidated control during the critical development phase of the new title.
