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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 discloses a delayed confidential disclosure concerning the creation of a subsidiary, People Can Fly Chicago, LLC (PCF Chicago), under PCF Group S.A. The disclosure follows the acquisition of the Phosphor Games development team on 23 April 2021. The subsidiary was formed under Delaware law on 6 April 2021, as part of a letter‑of‑intent transaction with Phosphor Studios and Phosphor Games, intended to facilitate the acquisition of the development team. The report explains that the creation of PCF Chicago does not guarantee the successful acquisition of the team, and that the subsidiary’s establishment was an intermediate step in a broader strategy. The delay in public disclosure, justified under Article 17(4) of the EU Market Abuse Regulation (MAR), was deemed necessary to protect the company’s legitimate interests. The board argued that premature release could have exposed ongoing negotiations, potentially harming deal terms and the company’s market value. Confidentiality was maintained through a monitored list of individuals with access, in compliance with Article 18 MAR. Upon publication, the company will notify the Polish Financial Supervision Authority of the delay and its justification. The document covers a single corporate action within Poland’s PCF Group, involving entities in the United States and Delaware. It is a regulatory filing dated 23 April 2021, reflecting the company’s compliance with EU market‑abuse rules and its strategic acquisition activities in the gaming sector.