Related Documents
Legal
PCF Group Current Report No. 44/2023: Completion of Series G Share Subscription
This regulatory report, issued on August 28, 2023, details the successful completion of a Series G share subscription by PCF Group S.A. (People Can Fly), a prominent Warsaw-based game development studio. The primary purpose of the disclosure is to provide final results for a private subscription conducted under Polish commercial law, which aimed to raise capital through the issuance of new bearer shares to qualified investors. The offering involved the issuance of 2,510,904 Series G ordinary shares with a nominal value of 0.02 PLN each. The book-building process took place between August 9 and August 10, 2023, and the subscription process concluded on August 18, 2023. All offered shares were successfully subscribed to by a group of 40 investors at an issue price of 40.20 PLN per share. Consequently, the total gross value of the offering reached 100,938,340.80 PLN. All contributions were made in cash, and the issuance did not require a formal allotment process as all shares were covered by signed subscription agreements. The scope of the offering was restricted to qualified institutional buyers and professional investors, specifically excluding public retail offerings in jurisdictions such as the United States, Australia, Canada, Japan, and South Africa. While the report confirms the successful capital raise, it notes that the final costs associated with the issuance—including advisory and brokerage fees—had not been fully settled at the time of publication. The company committed to releasing a subsequent report to detail these expenses and their impact on financial statements once all invoices are processed. The document maintains a strictly neutral, technical tone, adhering to European Union Market Abuse Regulations and Polish capital market transparency requirements.
PCF GroupAug 2023
Legal
PCF Group Current Report No. 21/2023: Series F Share Subscription Agreements Signed
PCF Group S.A., the parent company of the game development studio People Can Fly, announced the formal execution of agreements for the subscription of Series F ordinary bearer shares. This regulatory filing, dated June 9, 2023, confirms the finalization of a capital increase process previously outlined in several reports earlier that year. The primary purpose of the document is to disclose the successful allocation of new shares to investors and the receipt of the corresponding capital contributions. The transaction involved the issuance of 3,343,037 Series F shares. A significant majority of this issuance was subscribed to by Krafton, Inc., the South Korean publisher known for PUBG: Battlegrounds, which entered into an agreement to acquire 3,342,937 shares. The remaining 100 shares were allocated to other investors. The company confirmed that all required cash contributions for these shares have been paid in full. This corporate action is governed by European Union Market Abuse Regulations and Polish public offering laws. While the company is headquartered in Warsaw and listed on the Polish market, the scope of the share issuance was restricted to qualified institutional buyers and professional investors. The document emphasizes strict geographic limitations, noting that the shares were not registered under the United States Securities Act of 1933 and were not offered to the general public in the United States, Australia, Canada, Japan, or South Africa. The capital increase represents a strategic investment by Krafton into the Polish developer, strengthening the financial position of PCF Group S.A. for its ongoing and future game development projects.
PCF GroupJun 2023
Legal
PCF Group Current Report No. 40/2023: Series G Share Subscription Agreements Signed
PCF Group S.A., the parent company of game development studio People Can Fly, announced on August 18, 2023, the formal conclusion of subscription agreements for its Series G ordinary bearer shares. This regulatory filing confirms that the company has entered into agreements with investors for the issuance of 2,510,904 new shares. A critical milestone of this capital increase is the confirmation that all required cash contributions to cover the Series G shares have been paid in full. The scope of this issuance is governed by European Union Market Abuse Regulations and Polish public offering laws. While the company is headquartered in Warsaw and listed on the Polish market, the document emphasizes strict jurisdictional limitations. The offering was not registered under the U.S. Securities Act of 1933 and was specifically excluded from public distribution in the United States, Australia, Canada, South Africa, and Japan. Instead, the shares were directed toward "qualified investors" within the European Economic Area and specific professional investors in the United Kingdom, following exemptions that precluded the need for a formal prospectus. The methodology for this capital raise relied on private subscription agreements rather than a broad public retail offering. The primary purpose of the announcement is to satisfy transparency requirements for listed companies regarding significant changes in share capital. While the document does not disclose the specific identity of the participating investors or the exact valuation per share, it confirms the successful execution of the Series G round and the total influx of the intended capital into the company’s accounts.
PCF GroupAug 2023
Legal
Raport Bieżący Nr 17/2023
PCF Group S.A., the parent company of game development studio People Can Fly, announced the commencement of a bookbuilding process for a private subscription of up to 5,853,941 new Series F ordinary bearer shares. This capital increase is conducted under a prospectus exemption for offerings representing less than 20% of the company’s existing shares already admitted to trading on the Warsaw Stock Exchange (GPW) over a 12-month period. The primary objective is to secure funding in alignment with the company’s updated strategic goals. The offering is targeted exclusively at qualified institutional investors and large-scale investors committing at least EUR 100,000. Existing shareholders holding at least 0.25% of total voting rights as of February 28, 2023, are granted preference in the allocation process, provided they verify their holdings. Geographically, the offering is restricted to Poland and international markets under Regulation S of the U.S. Securities Act, explicitly excluding the United States, Australia, Canada, Japan, and South Africa. In conjunction with the share issuance, the company entered into an agreement with Trigon Dom Maklerski S.A. to manage the offering. Furthermore, a lock-up agreement was established with Sebastian Wojciechowski, the company’s CEO and key shareholder. Under this agreement, Wojciechowski has committed to a long-term restriction on selling his existing shares until December 31, 2027, with standard exceptions for strategic transactions or tender offers. This lock-up is intended to ensure leadership stability and alignment with the long-term interests of the company during its strategic expansion.
PCF GroupMay 2023