Current Report No. 40/2021: Investment Agreement with Square Enix Limited

The report announces that PCF Group S.A. entered into an investment agreement with Square Enix Limited on 29 August 2021, formalizing the issuance of subscription warrants and related capital‑raising activities. The agreement stipulates that PCF will offer up to 1,555,922 warrants, each convertible into one Series C ordinary share, in up to six tranches linked to revenue milestones from contracts with Square Enix. Each tranche is released once cumulative contract revenue reaches a 45‑million‑PLN threshold, with the final tranche capped by 30 September 2024. The number of warrants per tranche is calculated as the ratio of 4.5 million PLN to the final share price offered in the public offering, ensuring a proportional allocation relative to revenue performance.

Square Enix may exercise its conversion rights after the fourth tranche and subsequently with each additional tranche, subject to a 31 December 2025 expiry. The agreement allows for accelerated tranching or conversion in events such as a change of control or delisting from the Warsaw Stock Exchange. Square Enix also retains an opt‑out clause, enabling it to relinquish conversion rights in exchange for compensation if the parties decide against further investment.

As of the report date, PCF’s revenue from Square Enix contracts exceeded 90 million PLN, triggering the obligation to offer two warrant tranches. The potential conversion of these warrants would represent roughly 1.8 % of PCF’s share capital, indicating a modest dilution impact. The agreement concludes prior negotiations that began with an initial memorandum of understanding on 31 July 2020, thereby formalizing the terms outlined in PCF’s prospectus.