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PCF Group Current Report No. 43/2023: Registration of Share Capital Increase

PCF Group S.A., the parent company of the game development studio People Can Fly, successfully registered an increase in its share capital and corresponding amendments to its articles of association on August 28, 2023. This corporate action follows a resolution passed during the Extraordinary General Meeting on August 7, 2023. The District Court for the Capital City of Warsaw formalized the changes, which primarily involve the issuance of new Series G ordinary bearer shares. The capital increase involved the issuance of 2,510,904 Series G shares, each with a nominal value of 0.02 PLN. This issuance raised the company’s total share capital from 668,587.34 PLN to 718,805.42 PLN. As a result of this change, the total number of votes resulting from all issued shares in the company now stands at 35,940,271. The existing shareholders were entirely deprived of pre-emptive rights regarding the Series G shares to facilitate this specific capital expansion. The scope of this registration also encompasses the dematerialization of the Series G shares and the rights to these shares, alongside their admission to trading on the regulated market of the Warsaw Stock Exchange. The company’s total share structure now comprises six distinct series of ordinary bearer shares, ranging from Series A to Series G, with Series A remaining the largest component at 27,500,000 shares. This administrative milestone ensures that the company’s legal statutes are fully aligned with its expanded equity base and current market positioning.

investment mergers-acquisitions europe+2

PCF GroupAug 2023

Legal

PCF Group Current Report No. 42/2023: Bulletstorm VR Release Date Announced

PCF Group S.A. has officially scheduled the global release of Bulletstorm VR, previously developed under the internal codename Thunder, for December 14, 2023. This announcement serves as a formal update to the company’s long-term production pipeline, following initial disclosures regarding the project made in late 2021. The release marks a significant milestone for the Warsaw-based developer as it adapts one of its most recognizable intellectual properties for virtual reality environments. The launch strategy focuses on broad platform availability to maximize market reach within the virtual reality segment. Upon release, the title will be accessible through the Meta Oculus Store, the Sony PlayStation Store, and Steam. This multi-platform approach ensures coverage across major hardware ecosystems, including standalone headsets and PC-tethered configurations. By targeting these specific storefronts, the company aims to capture a diverse cross-section of the global VR gaming audience during the competitive year-end holiday window. This strategic move reflects the company’s ongoing efforts to diversify its portfolio and leverage existing assets in emerging technology sectors. The transition from a traditional first-person shooter to a VR-native experience indicates a commitment to technical adaptation and platform-specific innovation. As a publicly traded entity, the management board issued this notification in compliance with European market abuse regulations, highlighting the material importance of the release date to the company’s financial outlook and operational schedule for the 2023 fiscal year.

game-publishing vr steam+2

PCF GroupAug 2023

Legal

Informacja na Podstawie Art. 69 Ustawy o Ofercie Publicznej (2023)

This regulatory notification, issued in Warsaw on August 21, 2023, details a significant change in the shareholding structure of PlayWay S.A., a prominent Polish video game developer and publisher. The primary purpose of the communication is to fulfill legal disclosure requirements under Article 69 of the Act on Public Offering regarding substantial packages of shares. The transaction involves the transfer of equity from the company’s founder, Krzysztof Kostowski, to a family foundation as part of a private asset management strategy. The transaction, executed on August 18, 2023, involved the donation of 2,700,000 shares of PlayWay S.A. by Krzysztof Kostowski to the Fundacja Rodzinna Kostowscy (Kostowscy Family Foundation). Prior to this transfer, Kostowski held these shares directly, representing approximately 40.91% of the company’s share capital and an equivalent 40.91% of the total voting rights. Following the settlement of the donation agreement on brokerage accounts, the Foundation now holds these 2,700,000 shares directly. While the direct ownership has shifted to the Foundation, the overall control of the voting block remains with Krzysztof Kostowski. As the sole founder, sole board member, and a primary beneficiary holding three out of four votes at the Foundation’s Assembly of Beneficiaries, Kostowski maintains indirect control over the 40.91% stake. The scope of this disclosure is limited to the Polish capital market and specifically concerns the internal reorganization of the majority shareholder's holdings without altering the ultimate control of the company. The notification confirms that no other subsidiaries or third parties are involved in this specific voting block under the cited financial regulations.

investment mergers-acquisitions game-publishing+1

PlayWayAug 2023

Financial

First-Quarter 2023/24 Sales: Confirmation of 2023/24 Guidance

NACON reported consolidated sales of €38.5 million for the first quarter of the 2023/24 financial year, representing a 9.3% decrease compared to the same period in the previous year. This performance reflects a transitional phase for the company, characterized by a stable gaming software segment and a significant decline in hardware accessories. While the gaming business remained relatively flat at €27.4 million, new game releases saw a 4.5% increase in revenue. This growth was driven by the strong performance of titles such as Ravenswatch, Tour de France, and TT Isle of Man Ride on Edge 3, which offset the underperformance of The Lord of the Rings: Gollum. The accessories division experienced a 25.5% drop in sales, falling to €10.4 million. This decline is attributed to market cycles, though management anticipates a recovery starting in the third quarter as the installed base of current-generation consoles grows and new premium peripherals are launched. Back catalogue sales also saw a slight contraction of 6.8%, totaling €11.8 million, which the company attributes to a high comparison base from the previous year’s exceptional growth. Despite the initial quarterly dip, the outlook for the remainder of the 2023/24 fiscal year remains positive. The company confirmed its annual guidance, projecting strong growth in both sales and operating income. This optimism is supported by an aggressive release schedule featuring approximately 20 new titles, including high-profile games like RoboCop: Rogue City and Gangs of Sherwood. The strategy focuses on leveraging a diverse portfolio of 16 development studios and a global distribution network to capitalize on upcoming software launches and a revitalized accessories market.

market-analysis game-publishing market-forecast+1

NaconJul 2023

Legal

ESPI Current Report No. 11/2023

The Ordinary General Meeting of PlayWay S.A., held on June 30, 2023, served to formalize the company’s corporate governance and financial oversight for the preceding fiscal period. The proceedings focused on the adoption of resolutions necessary for standard operations, including the approval of financial statements and the discharge of duties for members of the management and supervisory boards. All proposed resolutions brought to a vote were successfully passed without any formal objections recorded in the minutes, reflecting a consensus among the participating shareholders regarding the company’s strategic direction and administrative conduct. A significant development during the meeting involved the removal of a specific agenda item concerning the amendment of the Company’s Articles of Association. This proposed change would have authorized the Management Board to increase the share capital within the limits of the authorized capital, potentially excluding existing shareholders' pre-emptive rights. This item was withdrawn from consideration due to the lack of a required quorum as mandated by the Polish Commercial Companies Code. Despite this omission, the assembly proceeded with all other scheduled business, ensuring the continuity of the firm’s legal and financial compliance. The meeting’s outcomes are governed by Polish market regulations, specifically the Act on Public Offering and the Regulation of the Minister of Finance regarding current and periodic information. The data provided includes a comprehensive breakdown of voting results, detailing the number of shares for which valid votes were cast, the percentage of share capital represented, and the specific distribution of votes in favor, against, or abstaining. This transparency ensures that stakeholders are informed of the internal legislative processes of the Warsaw-based game developer and publisher as it concludes its 2022-2023 administrative cycle.

game-publishing investment mergers-acquisitions+1

PlayWayJun 2023

Legal

RB ESPI 10/2023

The management board of PlayWay S.A., a prominent Polish game developer and publisher, formalized the distribution of corporate profits through a dividend payment approved during the Ordinary General Meeting held on June 30, 2023. This financial action involves the allocation of capital to all 6,600,000 ordinary bearer shares issued by the company. The resolution establishes a specific payout ratio of 19.39 PLN per share, resulting in a total dividend expenditure of 127,974,000 PLN. The timeline for this capital distribution is structured around two critical dates in the third quarter of 2023. The dividend record date, which determines shareholder eligibility for the payout, was set for August 22, 2023. Following this, the actual disbursement of funds to eligible investors was scheduled for August 29, 2023. This move reflects the company's strategy regarding shareholder returns and its ability to generate significant cash flow from its extensive portfolio of gaming titles. This disclosure complies with Polish regulatory requirements for public companies listed on the Warsaw Stock Exchange, specifically adhering to transparency standards regarding current and periodic information. The announcement serves as a definitive statement on the company's profit allocation for the preceding fiscal period, highlighting a substantial return of value to its investor base within the broader context of the European gaming industry.

investment game-publishing poland

PlayWayJun 2023

Legal

PCF Group Current Report No. 26/2023: Registration of Share Capital Increase

PCF Group S.A., the Warsaw-based parent company of the game development studio People Can Fly, has finalized a significant corporate restructuring of its financial foundation. On June 22, 2023, the District Court for the Capital City of Warsaw officially registered an increase in the company’s share capital and corresponding amendments to its Articles of Association. This legal milestone follows a resolution passed during the Extraordinary General Meeting held in February 2023, which authorized the issuance of new Series F ordinary shares. The capital increase involved raising the total share capital from 601,726.60 PLN to 668,587.34 PLN. This growth was achieved through the issuance of 3,343,037 Series F ordinary bearer shares, each carrying a nominal value of 0.02 PLN. As part of this strategic move, existing shareholders were deprived of their pre-emptive rights to the Series F shares, facilitating a streamlined entry for new investment. The newly issued shares and related rights are slated for dematerialization and admission to trading on the regulated market of the Warsaw Stock Exchange. Following this registration, the total number of votes resulting from all issued shares stands at 33,429,367. The company’s share structure is now diversified across several series, including 27,500,000 Series A shares, over 2 million Series B shares, and smaller tranches of Series D and E shares, with the new Series F shares representing approximately 10% of the total share volume. This administrative action solidifies the company's expanded equity base as it continues its operations within the global gaming industry.

investment mergers-acquisitions game-publishing+2

PCF GroupJun 2023

Legal

Zmiany Statutu PlayWay S.A. na podstawie Uchwały Nr 2 ZWZ z dnia 30 Czerwca 2023 r.

The amendments to the Articles of Association of PlayWay S.A., enacted following the Ordinary General Meeting on June 30, 2023, introduce specific structural and procedural changes to the company’s corporate governance framework. These modifications primarily focus on the oversight capabilities of the Supervisory Board and the regulatory requirements surrounding related-party transactions. By updating the statutes, the company aligns its internal regulations with broader commercial code requirements while refining the operational frequency of its governing bodies. A significant addition to the statutes involves the formal empowerment of the Supervisory Board to establish a maximum annual budget for external advisors. This change ensures that the board has the necessary resources to seek independent expertise while maintaining fiscal control over the total costs incurred by the company for such services during a given financial year. Furthermore, the frequency of mandatory Supervisory Board meetings has been increased. Previously required to meet at least three times per year, the board must now convene at least once every quarter, ensuring more consistent and timely oversight of the company’s operations and strategic direction. The amendments also clarify the protocols for transactions between the company and its parent, subsidiary, or affiliated entities. Specifically, the updated statutes stipulate that transactions exceeding ten percent of the company's total assets—calculated based on the most recent approved financial statements—do not require explicit consent from the Supervisory Board when conducted within the defined group structure. These changes reflect a shift toward streamlined internal financial operations within the PlayWay ecosystem, balancing administrative efficiency with established accounting standards and statutory reporting obligations.

game-publishing mergers-acquisitions poland

PlayWayJun 2023

Legal

PCF Group OGM Convocation Announcement 2023

The Management Board of PCF Group S.A., a Warsaw-based game development studio known as People Can Fly, issued this formal announcement to convene its Ordinary General Meeting of Shareholders. Scheduled for June 27, 2023, in Warsaw, the meeting serves to review the company’s performance for the 2022 fiscal year and address critical corporate governance requirements. The scope of the meeting covers the entire PCF Group capital group, including its domestic and international subsidiaries. The primary agenda focuses on the presentation and approval of the 2022 financial statements, the Management Board’s report on group activities, and the Supervisory Board’s annual report. Key resolutions to be considered include the distribution of profits for the 2022 financial year and the granting of discharge to members of both the Management and Supervisory Boards for the performance of their duties. Additionally, the assembly will discuss the remuneration report for senior leadership and review the Audit Committee’s activities in alignment with the Best Practice for GPW Listed Companies 2021. The announcement outlines strict participation criteria and procedural requirements under the Polish Commercial Companies Code. The record date for participation was set for June 11, 2023, sixteen days prior to the assembly. Shareholders representing at least 5% of the share capital are granted specific rights to propose agenda items or draft resolutions. While the company will provide a real-time internet broadcast of the proceedings in both Polish and English, the board decided against enabling remote electronic voting or participation, requiring shareholders to vote in person or via a designated proxy. At the time of the announcement, PCF Group S.A. reported a share capital of 601,726.60 PLN, divided into 30,086,330 ordinary bearer shares across series A, B, D, and E. Each share entitles the holder to one vote at the General Meeting. All relevant documentation, including draft resolutions and proxy forms, was made available on the company’s investor relations website.

game-publishing europe investment+1

PCF GroupMay 2023

Legal

Resolutions of the Supervisory Board of PCF Group S.A. on Ordinary General Meeting Agenda, 27 June 2023

The Supervisory Board of PCF Group S.A., the parent company of game development studio People Can Fly, issued a series of formal resolutions on May 31, 2023, regarding the upcoming Ordinary General Meeting scheduled for June 27, 2023. These resolutions serve to provide official opinions on the proposed agenda and corporate governance actions for the 2022 fiscal year. The scope of these actions covers the legal and financial oversight of the Warsaw-based company and its capital group, adhering to the Best Practice for GPW Listed Companies 2021. The primary focus of the resolutions is the formal endorsement of the meeting’s agenda and the performance of the company’s leadership. Specifically, the Supervisory Board issued a positive opinion on the draft resolution to grant a vote of approval to Sebastian Wojciechowski, the President of the Management Board, for his conduct and performance during the 2022 financial year. This endorsement is a standard but critical procedural step in Polish corporate law to validate executive management. The proposed agenda for the General Meeting includes the presentation and approval of the 2022 financial statements for both the individual company and the consolidated capital group. Key items scheduled for shareholder consideration include the distribution of profits for the 2022 fiscal year, the review of the Supervisory Board’s activity report, and a discussion on the remuneration report for members of the Management and Supervisory Boards. These documents establish the procedural framework for closing the 2022 fiscal year and ensuring compliance with statutory reporting requirements for publicly traded entities in the gaming sector.

game-publishing mergers-acquisitions europe+1

PCF GroupMay 2023

Legal

Resolution No. 01/05/2023 of the Ordinary General Meeting of 11 bit Studios S.A.

The Ordinary General Meeting of 11 bit studios S.A., held on May 31, 2023, formalizes the company’s financial and operational performance for the 2022 fiscal year. Representing approximately 47% of the total share capital, the assembly approved financial statements reporting a net profit of 22,889,816 PLN and total assets valued at 244,197,441 PLN. A primary outcome of the meeting was the decision to allocate the entirety of the 2022 net profit to the company’s reserve capital, signaling a strategic focus on internal reinvestment and financial stability. Governance and accountability were central to the proceedings, as shareholders granted official discharge to all members of the Management and Supervisory Boards for their performance during the 2022 period. These resolutions passed with near-unanimous support through secret ballots, confirming shareholder confidence in the leadership of President Przemysław Marszał and Chairman Radosław Marter. Furthermore, the assembly reviewed and approved the 2022 Remuneration Report and established specific compensation structures for the Audit Committee, while also setting a cap on the annual pay for Supervisory Board advisors at 50% of the board's total compensation from the previous year. Strategic financial adjustments included the dissolution of a reserve fund previously dedicated to employee share loans. This action resulted in the transfer of 7,728,608.80 PLN in unused funds to the company’s supplementary capital. These resolutions collectively reflect a period of profitable operations and a conservative approach to capital management within the Polish game development sector, ensuring that significant liquidity remains available for future corporate initiatives.

game-publishing investment europe

11 bit studiosMay 2023

Legal

PlayWay Supervisory Board Positive Opinion on 2022 Dividend Recommendation

The Supervisory Board of PlayWay S.A. has issued a formal positive opinion regarding the Management Board’s proposal for the distribution of profits generated during the 2022 financial year. This endorsement supports a significant capital allocation strategy aimed at rewarding shareholders through a substantial cash dividend. The proposal specifies a dividend payment of 19.39 PLN per share, which culminates in a total aggregate payout of 127,974,000.00 PLN. This decision reflects the company’s financial performance over the preceding year and its commitment to maintaining a consistent dividend policy within the Polish gaming sector. The proposed timeline for this corporate action establishes August 22, 2023, as the dividend record date, with the subsequent disbursement of funds scheduled for August 29, 2023. While the Supervisory Board’s approval marks a critical step in the governance process, the final execution of the profit distribution remains subject to the definitive resolution of the Ordinary General Meeting of Shareholders. This process adheres to standard regulatory requirements for publicly traded companies on the Warsaw Stock Exchange, ensuring transparency regarding internal financial motions and executive recommendations. This announcement focuses specifically on the 2022 fiscal period and pertains to the entirety of PlayWay S.A.’s share capital. By securing the Supervisory Board's backing, the management demonstrates alignment between the company’s oversight and executive branches regarding liquidity management and shareholder returns. The scale of the proposed dividend highlights PlayWay’s position as a major entity in the game development and publishing industry, emphasizing its ability to generate significant distributable net income from its diverse portfolio of titles and subsidiary studios.

investment game-publishing poland

PlayWayMay 2023

Financial

11 bit studios S.A. Financial Results Q1 2023 — Investor Information

11 bit studios recorded nearly PLN 14.8 million in revenue for the first quarter of 2023, yielding an EBITDA of PLN 3.0 million and a net profit exceeding PLN 2.46 million. While these figures represent a year-on-year decline compared to the first quarter of 2022—which was bolstered by a surge in sales of This War of Mine following a high-profile charitable campaign for Ukraine—the results significantly exceeded internal budgetary expectations. Financial performance was supported by the continued monetization of the existing catalog, specifically Frostpunk and This War of Mine, as well as new revenue streams from the Frostpunk board game and a revaluation of the company's equity stake in Starward Industries. The Warsaw-based developer and publisher is currently in a phase of intensified investment, with game development expenditure rising 28.2% year-on-year to PLN 12.14 million. This capital is being deployed to support a robust pipeline of both third-party and proprietary titles. The publishing division is preparing for the 2023 releases of The Invincible and The Thaumaturge, both of which have seen increased visibility on Steam wishlists following recent promotional efforts. These upcoming launches are expected to provide a significant boost to the company's financial results in the latter half of the year. Looking toward long-term growth through 2025, the strategic focus remains on the release of major proprietary projects, including Frostpunk 2, The Alters, and the unannounced Project 8. Management maintains that the company’s strong cash position allows for an undivided focus on these development goals. By balancing the steady income from its established intellectual properties with a heavy investment in upcoming sequels and new titles, the company aims to secure a trajectory of sustained financial growth over the next several years.

market-analysis game-publishing europe+1

11 bit studiosMay 2023

Legal

Raport Bieżący Nr 14/2023

PCF Group S.A., the parent company of the People Can Fly studio, has officially entered negotiations with a renowned global publisher to establish a comprehensive development and publishing agreement. This move follows the receipt of a formal proposal and a draft executive agreement on May 19, 2023, concerning the production and release of a new video game. The decision to pursue this partnership aligns with the company’s updated corporate strategy announced earlier in 2023, which emphasizes the pursuit of attractive work-for-hire opportunities with reputable industry partners alongside its own internal projects. The proposed collaboration is structured as a work-for-hire model, where the studio acts as the developer for hire on behalf of the publisher. Under this framework, the studio will receive agreed-upon remuneration for its development services. The negotiation covers both a master framework agreement and a specific executive agreement that outlines the technical and financial parameters of the project. These details include a comprehensive description of the product, a defined production schedule, and the specific milestones and conditions required for the payment of developer fees. While the specific identity of the publisher and the title of the game remain confidential, the terms of the draft agreement are described as consistent with standard industry practices for high-budget production and publishing deals. The commencement of these negotiations marks a significant step in expanding the studio's project pipeline, though the final execution of the contract remains subject to successful negotiation outcomes. This development reflects a strategic balance between the studio's independent intellectual property goals and its capacity to provide high-end development services to major external stakeholders in the global gaming market.

game-publishing mergers-acquisitions poland+1

PCF GroupMay 2023

Financial

Conference Call Q1 2023

Modern Times Group (MTG) reported a mixed financial performance for the first quarter of 2023, characterized by strong results in specific gaming franchises despite an overall decline in organic revenue. Net revenues reached SEKm 1,306, representing a 4% decrease year-on-year and an 11% organic decline. This downturn was primarily attributed to challenging year-on-year comparisons for InnoGames, which benefited from a post-pandemic boost in early 2022, and a non-recurring platform incentive payment received by PlaySimple in the previous year. The company’s portfolio showed divergent trends across its core segments. The Word Games franchise, led by PlaySimple, remained the strongest performer for the fifth consecutive quarter, while Ninja Kiwi’s Tower Defense IP demonstrated continued resilience. Conversely, the Strategy & Simulation and Racing segments faced difficulties, particularly in attracting new players during the first half of the quarter. However, management noted signs of stabilization for InnoGames and gradual improvements in Strategy & Simulation performance toward the end of the period. Financial health remains stable with an adjusted EBITDA of SEKm 263 and a margin of 20%. While the reported margin was lower than the 25% seen in Q1 2022, the underlying margin increased slightly on a like-for-like basis when adjusting for the prior year’s platform bonuses. User metrics showed a slight decline in Monthly Active Users (MAU) to 29.4 million, though Daily Active Users (DAU) remained relatively stable at 6.4 million. MTG maintains a robust balance sheet with a strong cash position and a total debt and earn-out capacity of approximately SEK 6 billion. This liquidity is intended to support future M&A activities and shareholder value creation. Despite a negative free cash flow after earn-out payments of SEKm 329 for the quarter, the company reported a 51% cash conversion rate from operations, signaling a solid foundation for its ongoing portfolio diversification strategy.

investment market-analysis monetization+2

Modern Times GroupMay 2023

Legal

Raport Bieżący ESPI Nr 6/2023

The Management Board of PlayWay S.A. has issued a formal recommendation to the Ordinary General Meeting for a dividend payment totaling 127,974,000.00 PLN based on 2022 fiscal performance. This proposal equates to 19.39 PLN per share and is comprised of the total net profit earned in 2022, amounting to 114,800,486.21 PLN, supplemented by 13,173,513.79 PLN in undistributed profits from previous years. The recommendation aligns with the dividend policy established in April 2018 and reflects a robust financial position characterized by sufficient cash reserves to fund ongoing operations and strategic investments. The proposed distribution follows an analysis of the company’s 2023 investment plans and projected revenues. Management indicates that the financial health of the company remains strong, supported by significant inflows in the first quarter of 2023. These resources are intended to facilitate the continued acquisition of development teams and the expansion of the company’s publishing, testing, and marketing divisions. Strategic priorities for the upcoming period include increasing the publication of game demos and prologues to gauge consumer interest, expanding game development across major consoles, and exploring new market trends. The timeline for the dividend includes a recommended record date of August 22, 2023, with the payout scheduled for August 29, 2023. This proposal is subject to review by the Supervisory Board and final approval by the Ordinary General Meeting. Management maintains that this level of shareholder remuneration balances investor expectations with the capital requirements necessary to drive future growth in net profit and revenue. The scope of this announcement is limited to the Polish parent company’s financial allocations for the 2022 fiscal year and its immediate operational outlook for 2023.

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PlayWayMay 2023

Legal

Statut Spółki: PCF Group Spółka Akcyjna

PCF Group S.A., a Warsaw-based joint-stock company, operates indefinitely within the global video game industry, focusing primarily on software development and game publishing. The corporate structure is built upon a share capital of 601,726.60 PLN, divided into more than 30 million ordinary shares with a nominal value of 0.02 PLN each. Provisions for capital expansion are integrated into the governance framework, including a conditional capital increase for subscription warrants and a target capital authorization that allows the Management Board to increase share capital by nearly 30,000 PLN to support strategic growth. Governance is defined by a tiered system involving a General Meeting, a Supervisory Board, and a Management Board, with specific mechanisms designed to protect the influence of major stakeholders. A primary shareholder, designated as Shareholder SW, maintains the personal right to appoint the Chief Executive Officer provided they retain a 25% voting stake. Furthermore, a specific group of authorized shareholders holds the power to appoint the majority of the Supervisory Board and its Chairperson, contingent upon maintaining a 40% voting threshold. The governance model also mandates the inclusion of at least two independent board members and a dedicated Audit Committee to oversee financial reporting and auditor independence. The operational framework includes rigorous controls over share liquidity and competitive behavior. Before public listing, share transfers and encumbrances are subject to strict pre-emptive rights and board approval. Strategic exit strategies are facilitated through drag-along rights, which empower the majority shareholder to compel minority shareholders to sell their stakes during a total company acquisition, unless those minority holders exercise a right of first refusal to purchase the majority stake themselves. Financial flexibility is maintained through provisions allowing for interim dividends, while non-compete clauses ensure that leadership remains focused on the company’s core interests during its pre-public phase.

mergers-acquisitions game-publishing investment+2

PCF GroupMar 2023

Financial

Annual Report 11 Bit Studios for 2022

In 2022, Warsaw-based 11 bit studios S.A. demonstrated financial resilience and strategic expansion despite a 4.3% contraction in the global gaming market. The company reported revenues of 74.2 million PLN, a 5.8% year-over-year increase driven by strong back-catalog performance and a record 38% revenue share from its publishing division. While net profit decreased by 20.2% to 22.9 million PLN—largely due to rising operating costs, increased payroll, and a significant 3.66 million PLN charitable donation to the Ukrainian Red Cross—the studio outperformed internal budget expectations and maintained a robust equity-to-asset ratio of 92%. The studio’s strategic focus shifted toward a long-term production pipeline, with intangible assets surging 69% to 99.9 million PLN. This growth reflects heavy investment in three major internal titles—*Frostpunk 2*, *The Alters*, and *Project 8*—with a combined production budget of approximately 130 million PLN. Simultaneously, the company expanded its publishing reach by acquiring a 40% stake in Fool’s Theory and a 5.18% stake in Starward Industries, supporting upcoming external releases like *The Invincible* and *The Thaumaturge*. Geographically, the United States remains the primary market, accounting for 77.4% of total sales. Operating under IFRS standards, the company utilized the IP Box tax relief to maintain an effective tax rate of 15.93% and opted to allocate its 2021 profits to supplementary capital rather than dividends to self-finance future growth. To support this scaling, the workforce grew by 30% to 245 employees, managed under a new hybrid work model. While the company currently lacks formal ESG and diversity policies, it maintains high liquidity and a conservative leverage ratio of 8.98%, positioning itself to release one internal and three to four external titles annually.

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11 bit studiosMar 2023

Legal

Rada Nadzorczej 11 Bit Studios S.A.: Sprawozdanie z Działalności i Oceny Prac w Roku 2022

The 2022 fiscal year for 11 bit studios S.A. was characterized by robust financial health and a strategic focus on long-term growth through capital reinvestment. The company achieved a net profit of 22.89 million PLN and maintained a strong balance sheet with total assets valued at 244.2 million PLN. To support upcoming publishing initiatives and the ongoing development of Project 8, the entirety of the annual profit was allocated to reserve capital. This financial strategy was overseen by a five-member independent Supervisory Board and an Audit Committee, which ensured the integrity of internal controls and risk management systems while appointing PwC as the auditor for the 2022–2023 period. Operational success was mirrored by a significant expansion in corporate social responsibility, with charitable and sponsorship expenditures increasing by 667% over the previous year to a total of 4.22 million PLN. Notable humanitarian efforts included the donation of 850,000 USD to the Ukrainian Red Cross, funded by sales of This War of Mine, alongside continued support for animal welfare through specialized downloadable content for Children of Morta. These initiatives underscore a corporate strategy that integrates social impact with commercial performance. The governance framework remained stable throughout the year, with the Supervisory Board conducting ten meetings to monitor strategic investments in external entities and oversee management activities. The board issued an unqualified positive assessment of the company’s financial reporting and internal operations, concluding that the management team fulfilled its duties effectively. This oversight confirms that the company is well-positioned for its 2023 development cycle, maintaining a balance between fiscal discipline, strategic expansion, and ethical engagement within the global gaming industry.

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11 bit studiosMar 2023

Legal

Raport bieżący nr 7/2023

The Extraordinary General Shareholders Meeting of PCF Group S.A., held on February 28, 2023, resulted in the formal adoption of several corporate resolutions essential to the company’s governance and strategic direction. As a publicly traded entity on the Warsaw Stock Exchange, the group issued these findings to comply with Polish financial transparency regulations regarding current and periodic information. The primary focus of the meeting centered on authorizing specific administrative and financial actions necessary for the ongoing operations of the Warsaw-based game development studio, known globally for its People Can Fly brand. The scope of the proceedings covered the immediate fiscal and structural requirements of the company at the beginning of 2023. While the specific numerical values of share issuances or capital adjustments are typically detailed in the accompanying annexes of such filings, the core thesis of the meeting was to secure shareholder approval for management’s proposed updates to the company’s statutes. These resolutions serve as the legal foundation for the group’s ability to navigate the competitive international gaming market, ensuring that the corporate framework supports both its internal development teams and its external publishing ambitions. Methodologically, the resolutions were passed through a formal voting process involving the shareholders present or represented at the meeting, adhering to the legal requirements set forth by the Minister of Finance. The adoption of these measures indicates a unified strategic front between the board of directors and the investors, providing the necessary mandate to execute the group’s business plan. This administrative milestone reflects the company’s commitment to regulatory compliance and structured growth within the global interactive entertainment industry.

investment mergers-acquisitions game-publishing+2

PCF GroupFeb 2023