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The report announces the completion of a private subscription offering 387,714 ordinary shares of Series D by PCF Group S.A., a Warsaw‑based company. The subscription was directed solely to Fiducie Familiale Samuel Girardin 2020, a trust established in Montreal for Samuel Girardin and related parties. The transaction was authorized by the company’s Extraordinary General Meeting on 24 May 2021 and finalized with a subscription agreement dated 31 May 2021. Each Series D share carried a nominal value of PLN 0.02 and was issued at an emission price of PLN 75.75, resulting in a total subscription value of PLN 29,369,335.50.
The offering was conducted as a private placement under Polish company law (art. 431 §2(1) of the 2000 Companies Act), with no public solicitation or multiple tranches. Consequently, there were no subscription records, no allocation reductions, and the sole investor received all shares. The shares were paid for in cash; no sub‑emission arrangements or additional costs were disclosed at the time of reporting. Detailed cost breakdowns and average per‑share expenses are pending final invoicing and will be disclosed in a separate subsequent report. The transaction represents a capital increase for PCF Group, with the Series D shares intended to be listed on the Warsaw Stock Exchange and dematerialised in a securities depository, pending regulatory approval.
The report announces that on 10 February 2023 the board of PCF Group S.A., headquartered in Warsaw, approved a capital‑increase resolution. The increase will be executed through the issuance of new ordinary bearer shares, Series E, which will not grant existing shareholders a pre‑emptive right to purchase all new shares. The resolution also seeks approval for listing the new shares on the regulated market of the Warsaw Stock Exchange, dematerialisation of the shares, and a statutory amendment to incorporate the new share class. The decision follows earlier communication in report No. 2/2023, where the board disclosed plans to deepen PCF Group’s equity stake in its subsidiary Incuvo S.A., based in Katowice. The new capital injection is intended to support this strategic investment and enhance the group’s financial position.
Key points include: a targeted capital increase via Series E ordinary shares; denial of pre‑emptive rights to current shareholders; application for market listing and dematerialisation; statutory changes to the company’s articles. The resolution is governed by Polish financial regulation, specifically § 5(9) and § 14(1‑2) of the Minister of Finance regulation dated 29 March 2018. The report is a routine disclosure under the Polish regulatory framework, providing shareholders and market participants with timely information on significant corporate actions.
The report discloses that PCF Group S.A.’s board initiated negotiations on 19 March 2023 with Krafton, Inc. or its affiliated entity to acquire shares in a capital increase approved by an extraordinary general meeting on 28 February 2023. The proposed investment would grant Krafton a 10 % stake in the post‑issuance capital, and may include future collaboration on specific games. The board delayed public disclosure until 28 March to avoid adverse impacts on negotiation dynamics and potential market misinterpretation, citing MAR Regulation Article 17(4) and EU‑FCA guidance. The disclosure explains that the negotiations do not guarantee a completed transaction, and outlines risk factors such as uncertainty of deal completion and market reaction. The document is restricted to qualified investors within the EU‑EAA, UK, and certain US entities under Regulation S or Rule 144A; it contains no prospectus and is not a public offer. Methodologically, the report relies on internal board decisions and regulatory compliance checks; no external survey or statistical data are presented. The scope is limited to Poland, with implications for capital structure and potential strategic partnership in the gaming sector. The report concludes that any investment decisions must be based on independent research, as the information is not a recommendation or solicitation.
The document announces that Krafton, Inc. has entered into an investment agreement to acquire shares of PCF Group S.A. under a capital increase authorized by the extraordinary general meeting, allowing up to 5 853 941 new ordinary shares of series F at a nominal value of PLN 0.02 each. The agreement obligates Krafton to purchase shares representing 10 % of the company’s capital and voting rights at an issue price of PLN 40.20 per share, with the company guaranteeing allocation upon fulfillment of Krafton’s subscription commitment. The investment contract grants Krafton rights of first negotiation and first refusal on future projects such as Project Victoria or Project Bifrost if released outside a self‑publishing model, and includes anti‑dilution, tag‑along, and drag‑along provisions. Both parties have executed lock‑up agreements lasting until 28 March 2024 and standard representations, warranties, and indemnity clauses. The agreement is governed by Polish law, has a ten‑year term with automatic renewal provisions, and allows Krafton to terminate under specific circumstances such as cancellation of the offer or failure to meet subscription deadlines; no penalties are stipulated. The report, prepared under EU Regulation MAR, is strictly informational and restricted to qualified investors within the European Economic Area, excluding public distribution in jurisdictions such as the United States, Canada, Australia, Japan, and South Africa. It contains forward‑looking statements subject to risks and uncertainties, and disclaims any investment recommendation or guarantee.
The report announces that on 1 May 2023, People Can Fly Canada Inc. (PCF Canada), a subsidiary of PCF Group S.A., entered into an intent‑to‑borrow agreement with the Bank of Montreal and PCF Group as guarantor. The agreement outlines two revolving credit facilities: a demand facility up to 1 200 000 CAD for working‑capital and general corporate purposes, and a second facility of 8 000 000 CAD earmarked for tax‑relief financing in Canada. PCF Canada committed to provide customary collateral, while PCF Group pledged an unsecured guarantee of 9 200 000 CAD to secure the obligations. The parties agreed to negotiate definitive credit documentation by 30 May 2023, with completion expected around that date. The report clarifies that signing the letter of intent and initiating negotiations does not guarantee final execution of the credit agreements. The disclosure is limited to the Canadian subsidiary and its financing arrangements, covering a single fiscal year’s transaction. No survey or external data sources are cited; the information derives solely from internal corporate communications and regulatory filing requirements under Article 17(1) of MAR.
People Can Fly Canada Inc., a subsidiary of PCF Group S.A. headquartered in Warsaw, entered into a financing agreement with the Bank of Montreal on 24 May 2023. The contract provides two revolving credit facilities: a $1,200,000 line for general corporate and working‑capital needs, and an $8,000,000 line to fund Canadian tax incentives. Both lines are renewable annually and repayable on demand. Interest rates combine a negotiated margin with the Canadian Prime Rate, and standard market‑based fees apply.
The agreement requires customary suspension conditions, including submission of legal opinions, registration extracts and other documentation to the bank. Security for the loans is structured under Canadian law and includes a parent‑company guarantee, a first‑ranking general security agreement covering all movable assets of PCF Canada, a first‑ranking mortgage valued at $11,040,000 on the same movable assets, subordination of corporate loans from the parent entity, and designation of the bank as an additional insured under PCF Canada’s insurance policies. On the same day, PCF Group issued a $9,200,000 unsecured guarantee to the bank covering the loan obligations and associated securities.
The agreement obliges PCF Canada to provide financial statements and other material information, imposes restrictions on changes in core business activities or additional borrowing, and grants the bank rights to terminate or suspend financing upon breach. The arrangement is confined to Canada, covers corporate finance and tax‑incentive funding, and reflects standard practices for revolving credit facilities in the Canadian market.
The document announces the initiation of a private subscription process for up to 5,853,941 Series F ordinary shares issued by PCF Group S.A. The offer is governed by the company’s 28 February 2023 Extraordinary General Meeting resolution and a subsequent board resolution dated 29 May 2023, which establish the terms of subscription, the engagement of Trigon Dom Maklerski S.A. and Trigon Investment Banking for execution, and the signing of a lock‑up agreement with key shareholder Sebastian Wojciechowski. The subscription will be limited to qualified investors, including those holding at least 0.25 % of voting rights as of the preference day or investors with a minimum €100,000 in eligible securities. The Series F shares are intended for offshore transactions only and will not be offered or sold within the United States, Australia, Canada, Japan, South Africa, or other jurisdictions where such distribution would violate securities law. The company plans to seek listing of the Series F shares on the Warsaw Stock Exchange under a prospectus exemption for up to 20 % of existing shares, contingent on regulatory approval. The report clarifies that no prospectus will be prepared and the offer is not a public offering outside Poland. The document includes extensive legal disclosures, risk warnings, and restrictions on distribution, emphasizing that it serves purely informational purposes for qualified investors.
The report discloses that PCF Group S.A., following an extraordinary shareholders’ resolution, completed a demand‑building process for its Series F ordinary shares on 1 June 2023. The company will offer a total of 3,343,037 Series F shares to investors, with 3,342,937 of those directed specifically to Krafton, Inc. under a prior investment agreement. The emission price is set uniformly at 40.20 PLN per share for all investors, including Krafton.
The disclosure is limited to informational purposes only and does not constitute an offer or promotion of the shares. It applies exclusively within the European Economic Area, the United Kingdom, and other jurisdictions where such distribution is permitted to qualified or professional investors. The document contains extensive legal caveats, including restrictions on publication and distribution in the United States, Australia, Canada, Japan, South Africa, and other territories where securities law would prohibit such disclosure. It also clarifies that the shares are not registered under U.S. securities law and cannot be offered or sold in those jurisdictions without exemption.
The report outlines the regulatory framework governing the issuance, referencing EU Regulation 2017/1129 and Polish public‑company law. It emphasizes that no prospectus is required and that the information should be used only by eligible investors. The document concludes with standard risk‑disclaimer language, noting that future performance is uncertain and that investors should conduct independent due diligence before making any investment decisions.
The report announces that on 30 May 2023 the board of PCF Group S.A. received financing terms from Bank Polska Kasa Opieki S.A., confirmed by the bank’s Credit Committee. The proposed facility is a revolving credit line capped at PLN 50 million, intended to cover production costs for commissioned games. The line is renewable and the repayment period extends up to three years from contract signing, with customary collateral for such transactions. The board has decided to enter negotiations to finalize credit documentation under these terms, while noting that receipt of the terms and initiation of talks does not guarantee a binding agreement. The company will disclose final documentation in a separate report once executed.
The report discloses that PCF Group S.A., headquartered in Warsaw, entered into subscription agreements for 3 343 037 ordinary shares of Series F on behalf of investors, including a principal allocation of 3 342 937 shares to Krafton, Inc. All required cash contributions were fully paid. The disclosure is framed under Article 17(1) of the EU Regulation on Market Abuse and complies with Polish public‑offering regulations, emphasizing that it serves only an informational purpose and does not constitute a sale offer or promotional material. The document reiterates that the Series F shares are not registered under U.S. securities law and cannot be offered or sold in the United States, Australia, Canada, Japan, South Africa, or other jurisdictions where such distribution would violate local regulations. It clarifies that the offering is limited to qualified investors within the European Economic Area and the United Kingdom, excluding retail participants. The report also outlines that no prospectus is required under the EU Prospectus Regulation and that distribution is restricted to “qualified persons” as defined by relevant regulations. Legal liability for the information rests solely with PCF Group; managers and affiliated parties are expressly exempt from responsibility. The document contains forward‑looking statements subject to risks and uncertainties, advising readers not to rely solely on them for investment decisions. No recommendation or invitation to purchase the shares is made, and the information is restricted from further dissemination outside authorized recipients.
The report announces that on 14 June 2023, Krafton, Inc. and PCF Group S.A., together with key shareholder Sebastian Wojciechowski, entered into a side‑letter to the investment agreement dated 28 March 2023. The side‑letter stipulates that if PCF Group increases its share capital by issuing up to 2 510 904 new shares before 31 December 2023, Krafton will have the right of first refusal to subscribe for shares that would bring its total holdings to 10 % of the capital and voting rights. The subscription price is fixed at PLN 40.20 per share, independent of the price set for other investors. The agreement does not obligate Krafton to purchase any shares, and the allocation of new shares to other investors remains unaffected.
The document is a regulatory disclosure under EU Regulation 596/2014 and Polish securities law, intended solely for informational purposes. It contains extensive legal caveats restricting distribution outside the European Economic Area and prohibiting any promotional use of the information. The report clarifies that it is not an offer, does not constitute a prospectus, and is limited to qualified investors in the EU, UK, or U.S. under Rule 144A. No financial projections or performance guarantees are provided; the report includes forward‑looking statements subject to risk and uncertainty. The disclosure emphasizes that no manager or affiliated party assumes liability for the accuracy of the information, and any investment decisions must rely on independently verified data.
The report announces the completion of a private subscription offering for 3,343,037 ordinary Series F shares of PCF Group S.A., each with a nominal value of 0.02 PLN, issued at an emission price of 40.20 PLN per share. The subscription period ran from 29 May to 1 June 2023, with contracts finalized on 6 June and full payment received by 9 June. Two investors participated, acquiring the entire offering; no tranches or secondary allocations were involved. The total value of the issuance amounted to 134,390,087.40 PLN. Costs associated with the offering are pending finalization; a separate report will disclose detailed expense breakdowns and per‑share cost once all invoices are received. The document clarifies that the shares were offered exclusively within Poland, with no prospectus required under EU Prospectus Regulation, and that the offering is restricted to qualified investors in the European Economic Area, the United Kingdom, and certain U.S. institutional investors under Rule 144A. Legal notices emphasize that the report is informational only, not an offer or recommendation, and that distribution outside specified jurisdictions is prohibited. The report also contains forward‑looking statements subject to risks, uncertainties, and regulatory constraints, underscoring that investors should conduct independent due diligence before participating.
NINIEJSZY DOKUMENT NIE JEST PRZEZNACZONY DO DYSTRYBUCJI, BEZPOŚREDNIO CZY POŚREDNIO, NA TERYTORIUM ALBO DO STANÓW ZJEDNOCZONYCH AMERYKI, AUSTRALII, KANADY LUB JAPONII ANI INNYCH KRAJÓW, GDZIE PUBLIKACJA, OGŁOSZENIE, DYSTRYBUCJA LUB PRZESŁANIE BYŁOBY NIEZGODNE Z PRAWEM.
The report announces the approval and listing of PCF Group S.A.’s bearer shares on the Warsaw Stock Exchange. On 17 July 2023, the Board of GPW adopted resolution 745/2023 permitting 136,104 Series E shares and 3,343,037 Series F shares—each with a nominal value of PLN 0.02—to be traded on the Main Market. The shares will enter circulation from 19 July 2023, contingent upon registration by the National Securities Depository on that date and assignment of the ticker PLPCFGR00010. The announcement is grounded in Article 17(1)(2) and (4) of the 29 March 2018 Ministerial Regulation on ongoing and periodic information from issuers, ensuring compliance with disclosure requirements for non‑EU jurisdictions. The scope is limited to the Warsaw Stock Exchange’s primary market, covering only the two bearer share series of PCF Group. No survey or statistical methodology is presented; the document serves as a regulatory notification rather than an analytical study. The information confirms immediate effect of the GPW resolution and outlines procedural steps for depository registration, thereby enabling market participants to trade the newly listed shares.
The document announces that PCF Group S.A., headquartered in Warsaw, entered into a placement agreement on 9 August 2023 with Trigon Dom Maklerski S.A. and WOOD & Company Financial Services, a Polish branch of a Czech firm, to conduct a private subscription offering of up to 2 510 904 new ordinary shares (Series G). The offer is governed by the company’s extraordinary shareholders’ meeting resolution dated 7 August 2023 and a board resolution of the same day, which set subscription terms, pricing, and the process for building an order book. The new shares will be offered exclusively to qualified investors—either EU‑qualified or those holding at least €100 000 in securities, including existing shareholders with a minimum 0.25 % voting stake—under Regulation S or similar exemptions, and will be sold only outside the United States. The company intends to seek listing of the new shares on the Warsaw Stock Exchange under a prospectus exemption that allows up to 20 % of the company’s shares to be listed within a year, provided regulatory conditions are met. The placement agreement includes standard clauses on manager duties, indemnification, and termination rights, and the company has also signed a lock‑up agreement with key shareholder Sebastian Wojciechowski and Trigon DM. The report clarifies that no prospectus is required, the offering is not a public sale in the U.S., and distribution of the report is restricted to qualified investors within the EU, UK, and other jurisdictions where such disclosure is permitted.
The report announces that PCF Group S.A., acting under its 4/08/2023 Emission Resolution, has finalized the subscription book for Series G ordinary shares. A total of 2 510 904 Series G shares will be offered, including a specific allocation of 251 091 shares to Krafton, Inc. under an additional agreement referenced in a prior report. The emission price is set uniformly at 40.20 PLN per share for all investors, including Krafton.
The disclosure is limited to informational purposes only and does not constitute an offer or promotion of the shares. It applies exclusively within the European Economic Area, the United Kingdom, and other jurisdictions where such distribution is permitted. The shares are not registered under U.S. securities law, nor are they offered in the United States, Australia, Canada, Japan, or South Africa. The document clarifies that no prospectus is required under the EU Prospectus Regulation and that the offering will be conducted through offshore transactions compliant with Regulation S or other exemptions.
The report includes standard legal and risk disclosures, noting that future‑looking statements are subject to uncertainty and that the company does not provide investment advice. It also disclaims liability for managers or related parties, emphasizing that the information is not to be used as a basis for investment decisions outside qualified investor categories.
The report discloses that PCF Group S.A., a Warsaw‑based issuer, entered into subscription agreements with investors for 2 510 904 ordinary shares of Series G. Full cash consideration was paid, and the agreements were executed in accordance with Article 17(1) of Regulation (EU) No 596/2014 on market abuse. The disclosure is strictly informational and does not constitute an offer, solicitation or promotional material for the new shares. It applies only to qualified investors within EU member states and the United Kingdom, excluding persons in the United States, Australia, Canada, Japan, South Africa or other jurisdictions where such distribution would violate securities law. The shares are not registered under U.S. securities legislation and cannot be offered or sold in those territories except under specific exemptions such as Regulation S or Rule 144A. The issuer and its managers expressly disavow any liability for the content of the report, and no prospectus is required under the Prospectus Regulation. The document contains forward‑looking statements subject to risks and uncertainties, and it cautions that past performance does not guarantee future results. No investment recommendation is made; investors are urged to conduct independent due diligence before considering participation in the Series G subscription.
The report details the completion of a private subscription offering of 2,510,904 ordinary shares of PCF Group S.A. (Series G) with a nominal value of 0.02 zł each, issued at an emission price of 40.20 zł per share. The subscription period ran from 9 to 10 August 2023, with contracts finalized on 18 August 2023 and full payment received the same day. Forty investors participated, each acquiring shares at the stated price; no tranches or allocation reductions applied. The total value of the offering amounted to 100,938,340.80 zł. No sub‑subscription agreements were involved, and the shares were paid for in cash.
The document clarifies that it is purely informational, not an offer or advertisement, and is restricted from distribution in the United States, Australia, Canada, Japan, South Africa, or other jurisdictions where it would violate securities law. It is intended solely for qualified investors within the European Economic Area and the United Kingdom, in line with Regulation (EU) 2017/1129. The report disclaims any liability for managers or related parties and states that future cost details will be disclosed in a separate report once invoices are finalized.
Key data points include the number of shares issued, subscription dates, price per share, total offering value, and investor count. The scope is limited to the Polish market with no public offering outside Europe, and the methodology follows standard private subscription procedures under Polish corporate law.
The report details the conclusion of two renewable credit agreements between PCF Group S.A. and Bank Polska Kasa Opieki S.A., finalized on 12 October 2023. The first agreement provides a maximum loan of PLN 30,000,000 for financing on‑demand game production costs; the second offers a maximum loan of €4,426,444 for similar purposes. Both lines have a three‑year utilization period and repayment horizon, with interest calculated annually as the sum of a fixed margin and the variable WIBOR rate. Fees for loan availability and guarantees from Bank Gospodarstwa Krajowego are set at market‑typical terms.
Security for the bank’s claims comprises equal‑priority collateral, including financial pledges on all shares held by PCF Group in Incuvo S.A., pledges on the company’s bank accounts, a 150 % payment‑obligation declaration under civil procedure law, and up to 80 % guarantees from Bank Gospodarstwa Krajowego secured by blank promissory notes and related declarations. The agreements also contain standard suspension conditions for disbursement, routine information obligations post‑activation, and covenants restricting changes to the core business or additional borrowing. Breach of these covenants grants the bank rights to terminate the agreement or suspend further financing.
The scope is limited to PCF Group S.A., a Warsaw‑based entity, with the agreements covering Polish and Euro denominated credit lines for game production financing. The methodology is a contractual disclosure under Article 17(1) of the MAR regulation, with no survey or external data sources referenced.
PCF Group S.A. provides a final accounting of the costs associated with the private subscription of 387,714 series D ordinary bearer shares. This disclosure serves to finalize the financial reporting requirements following the issuance process initiated in June 2021, ensuring transparency regarding the capital expenditure incurred during the offering.
The total costs attributed to the issuance of the series D shares amounted to 393,476.46 PLN. These expenses were exclusively related to the preparation and execution of the offering, with no costs incurred for sub-underwriting, prospectus preparation, or promotional activities, as the transaction was conducted as a private placement. The breakdown of these costs includes 308,553.00 PLN for legal services, 73,423.46 PLN for transactional advisory services, and 11,500.00 PLN for registration and admission to trading on the Warsaw Stock Exchange.
Based on the total issuance volume, the average cost per unit of the series D shares is approximately 1.01 PLN. In accordance with standard accounting practices, the company recognized these issuance costs by reducing the reserve capital created from the share premium, which represents the surplus of the issue price over the nominal value of the shares. This summary confirms the final financial impact of the series D subscription on the company’s capital structure.