Current Report No. 47/2021

This regulatory report, issued on December 13, 2021, by PCF Group S.A., discloses previously delayed inside information regarding the acquisition of a controlling stake in Incuvo S.A. The primary purpose of the announcement is to fulfill European Union Market Abuse Regulation (MAR) requirements following the formal execution of an investment agreement.

The transaction involves PCF Group S.A. acquiring between 50% plus one share and 53% of the shares in Incuvo S.A., a Katowice-based developer specializing in virtual reality (VR) gaming and VR porting. A significant portion of this acquisition, at least 49.01%, was negotiated with the Estonian-based shareholder OÜ Blite Fund. The initial non-binding term sheet was signed on October 28, 2021, which established an exclusivity period for negotiations that lasted until December 8, 2021.

The disclosure explains that the public announcement was delayed from its original October date to protect the company’s interests and ensure the integrity of the negotiation process. Management determined that immediate disclosure could have invited third-party interference, potentially worsening the transaction terms or leading to public misinterpretation of the company's value while the deal's outcome remained uncertain. The scope of the report is focused on the Polish and Estonian corporate entities involved, marking a strategic expansion for PCF Group into the VR industry segment. The document confirms that all legal criteria for delaying inside information were met and that the Polish Financial Supervision Authority would be notified of the delay accordingly.