ReportPCF Group
Aktualny Raport 47/2021: Nabycie Akcji Incuvo S.A.
2 pages~4 min full read
PCF Group S.A. has entered into a non-binding letter of intent to acquire a majority stake of 50% + 1 share to 53% in the virtual reality developer Incuvo S.A.
See it on page 1The proposed acquisition includes the purchase of at least 49.01% of Incuvo S.A. shares currently held by the Estonian shareholder OÜ Blite Fund.
See it on page 1The parties established an exclusive negotiation period for the definitive investment agreement that lasted until 8 December 2021.
See it on page 1PCF Group S.A. delayed the public disclosure of this transaction until 13 December 2021, citing the protection of ongoing negotiations and market stability under Article 17(4) of the EU Market Abuse Regulation.
See it on page 1The company maintained regulatory compliance during the delay by managing an access list under Article 18 of the Market Abuse Regulation and notifying the Polish Financial Supervision Authority.
See it on page 2Signing the letter of intent and initiating formal negotiations does not constitute a guarantee that the share purchase transaction will be completed.
See it on page 1The report discloses that PCF Group S.A., a Warsaw‑based company, entered into a non‑binding letter of intent on 28 October 2021 with OÜ Blite Fund, an Estonian shareholder of Incuvo S.A., a Katowice‑based virtual reality game developer. The intent is to acquire between 50 % + 1 share and 53 % of Incuvo’s shares, including at least 49.01 % from OÜ Blite Fund. Negotiations for a definitive investment agreement are to commence under the terms outlined in the letter, with an exclusive negotiation period lasting until 8 December 2021. The report explains that the disclosure of this confidential information was delayed until 13 December 2021, citing Article 17(4) of the EU Market Abuse Regulation (MAR). The board justified the delay by arguing that immediate disclosure could jeopardise ongoing negotiations, risk adverse third‑party reactions, and potentially distort market perception of the transaction’s likelihood. The board ensured confidentiality through an access list compliant with MAR Article 18 and pledged to notify the Polish Financial Supervision Authority of the delay. The disclosure clarifies that signing the letter and initiating negotiations does not guarantee a completed share purchase. This communication covers a single transaction involving PCF Group S.A., OÜ Blite Fund, and Incuvo S.A. in the European gaming sector, with a focus on virtual reality titles. The methodology is purely regulatory compliance reporting, based on internal board decisions and MAR provisions.
