LegalPCF Group
PCF Group Current Report No. 23/2023: Amendment to Investment Agreement (Series F)
14 Jun 20236 pages~14 min full read
Krafton has secured priority allocation rights to increase its stake in PCF Group S.A. to exactly 10.00% of the company’s total share capital and voting rights.
The agreement establishes a fixed subscription price of 40.20 PLN per share for Krafton, applicable if the company issues up to 2,510,904 new shares by December 31, 2023.
The side letter, executed on June 14, 2023, serves as an amendment to the original investment agreement established between the two companies in March 2023.
The arrangement provides a framework for Krafton to increase its equity stake, though it does not create a binding legal obligation for the investor to subscribe to the new shares.
The potential share issuance is restricted to the Polish capital market and excludes offerings in the United States, Australia, Canada, Japan, and South Africa.
This strategic partnership aims to facilitate PCF Group’s capital expansion while solidifying Krafton’s role as a significant minority shareholder.
Current Report No. 23/2023 details a strategic investment agreement between the Polish game developer PCF Group S.A. (People Can Fly) and the South Korean publisher Krafton, Inc. Executed on June 14, 2023, this side letter supplements a previous investment agreement from March 2023. The primary objective is to outline the conditions under which Krafton may increase its equity stake in PCF Group through a new share issuance.
The agreement specifies that if PCF Group’s General Meeting authorizes the issuance of up to 2,510,904 new shares by December 31, 2023, Krafton will be granted priority allocation rights. To maintain or reach a specific ownership threshold, Krafton has the option to subscribe to a number of shares that would result in a total holding of 10.00% of the company’s share capital and voting rights. The parties established a fixed subscription price of 40.20 PLN per share for Krafton, regardless of the final price or allocation set for other participating investors.
The scope of this transaction is centered on the Polish capital market, as the new shares are not registered for offering in the United States, Australia, Canada, Japan, or South Africa. While the side letter formalizes the mechanisms for allocation and pricing, it does not constitute a binding legal obligation for Krafton to subscribe to the shares; rather, it sets the framework should the investor choose to exercise its rights. This agreement reinforces the strategic partnership between the two entities, providing PCF Group with a clear path toward capital expansion while securing Krafton’s position as a significant minority shareholder.
