Current Report No. 48/2021: Acquisition of Incuvo S.A. Shares

PCF Group S.A., headquartered in Warsaw, completed the acquisition of 7,143,900 shares of Incuvo S.A. on 13 December 2021, representing 50.01 % of Incuvo’s share capital and voting rights. The transaction was executed under EU market‑abuse regulation, with the purchase price set at PLN 19,995,776.00 and an additional payment clause that may add up to PLN 11,595,725.00 based on the profitability of Incuvo’s VR title “Green Hell VR” and its Metacritic rating during a specified reference period. Incuvo specializes in virtual‑reality game development and porting third‑party titles to VR platforms.

The agreement includes customary representations, warranties, non‑competition restrictions for twelve months post‑closing, and liability provisions. Concurrently, PCF entered into transfer agreements with Incuvo’s shareholders Andrzej Wychowń and Radomir Kucharski, imposing sale restrictions on their shares and mandating continued board participation while prohibiting competitive activities until 31 December 2024.

This acquisition aligns with PCF Group’s strategic expansion into video‑game production, aiming to strengthen the group’s capabilities in emerging sectors. The transaction covers Poland and involves the NewConnect market of the Warsaw Stock Exchange, reflecting a focused geographic scope within the European VR gaming industry.