Europe

The recommendation issued by the Board of PCF Group S.A. on 1 June 2022 proposes a distribution of the company’s net profit for 2021, amounting to PLN 41 751 983.35. The Board recommends allocating PLN 8 086 561.02 (approximately 19.37 % of net profit) to shareholders as a dividend, translating into PLN 0.27 per share. The remaining PLN 33 665 422.33 will be retained as a reserve in the company’s capital. Dividend declaration is set for 8 July 2022 with payment scheduled for 3 August 2022. The proposal received approval from the supervisory board in accordance with the company’s charter and will be presented to the ordinary general meeting for final approval under Polish commercial law. The recommendation aligns with PCF Group’s established dividend policy, emphasizing a consistent payout ratio relative to net earnings. The proposal reflects the company’s financial performance for 2021, indicating a solid profit base and a commitment to returning value to shareholders while strengthening reserves.

The report informs that on 30 June 2022 Square Enix Limited (SQEX) exercised its right to acquire the fourth tranche of 90,000 subscription warrants (Series A4) issued by PCF Group S.A. Each warrant entitles SQEX to purchase one ordinary Series C share at an issue price of 50 PLN, matching the final public offering price approved by the Polish Financial Supervision Authority on 25 November 2020. The issuance of this tranche was triggered by PCF’s revenue from contracts with SQEX exceeding 180 million PLN.

Under the investment agreement, SQEX may exercise its option to acquire Series C shares for each tranche received, up to a maximum of six tranches. By the date of this report, SQEX had accumulated 360 000 warrants across four tranches, allowing the purchase of an equivalent number of Series C shares. This represents roughly 1.2 % of PCF’s share capital and confers the same proportion of voting rights at general meetings. The company estimates that, if all six tranches were exercised, SQEX could ultimately acquire about 1.8 % of the share capital.

The warrants can be exercised until 31 December 2025. PCF currently lacks information on SQEX’s intentions regarding the exercise of these rights. The report is dated 30 June 2022 and follows a prior disclosure (report no. 40/2021) concerning the initial investment agreement between PCF and SQEX.

The report announces that the ordinary general meeting of PCF Group S.A. held on 28 June 2022 approved the distribution of the company’s net profit for the fiscal year 2021. The meeting resolved to allocate a dividend of 8,086,561.02 zł (eight million eighty‑six thousand five hundred sixty‑one złoty and two groszy) to shareholders. Each share entitles the holder to a dividend of 0.27 zł (twenty‑seven groszy). The total number of shares eligible for the dividend is 29,950,226. The ex‑dividend date was set for 8 July 2022, with the payment scheduled for 3 August 2022.

The decision follows Polish financial regulation §19(2) of the Minister of Finance’s 2018 decree on ongoing and periodic information required from issuers of securities. The report confirms that the dividend distribution is based on the company’s after‑tax net income for 2021, reflecting the board’s assessment of profitability and shareholder return policy. No further operational or strategic details are provided, as the document’s purpose is strictly informational regarding dividend allocation.

The notice informs stakeholders that the publication date for PCF Group S.A.’s consolidated semi‑annual report covering the first half of 2022 has been postponed. Originally scheduled for September 26, 2022, the release will now occur on September 29, 2022. The change is issued under Article 80(2) of the Polish Ministry of Finance regulation dated 29 March 2018, which governs ongoing and periodic disclosures by issuers of securities. The announcement follows an earlier current report dated 20 January 2022, which had set the initial deadline. No additional data or financial figures are provided; the communication solely addresses the revised timeline for the semi‑annual report’s availability.

The report announces preliminary consolidated financial results for PCF Group S.A. and its capital group for the first half of 2022, following earlier interim reports. The key figures presented are revenue from sales at PLN 90.6 million, EBITDA of PLN 29.0 million, and net profit of PLN 25.5 million. These numbers are provisional and will be reviewed by an external auditor before finalization. The definitive half‑year financial statements, covering the six months ending 30 June 2022, are scheduled for publication on 29 September 2022. The scope of the data is limited to consolidated results for the entire PCF Group, with no breakdown by geographic region or individual business segments disclosed. The methodology is not detailed beyond the indication that an audit will verify the estimates; no survey or sample size information is provided. The report serves to inform shareholders and market participants of the group’s early performance, highlighting a strong profitability profile with EBITDA and net profit margins exceeding 30 % of sales. The forthcoming official report will provide audited confirmation of these figures and any adjustments made during the review process.

The report announces the scheduled publication dates for PCF Group S.A.’s periodic financial disclosures in 2023, as required by Polish finance regulations. Annual reports for the fiscal year 2022—both individual and consolidated—are slated for release on April 27, 2023. Quarterly reporting will include a consolidated Q1 2023 report on May 29, 2023 and a consolidated Q3 2023 report on November 27, 2023. The first half‑year consolidated report is due September 21, 2023.

The board clarifies that the company will not issue individual quarterly or half‑yearly reports, in line with § 62 of the regulation. Instead, it will provide consolidated quarterly reports containing the required financial information and a consolidated half‑yearly report with a condensed financial statement. Additionally, PCF Group S.A. will forgo publishing the individual and consolidated Q4 2022 reports, as well as the consolidated Q2 and Q4 2023 reports, pursuant to § 79(2) of the regulation.

These disclosures cover PCF Group S.A.’s activities within Poland for the 2023 calendar year, focusing on compliance with statutory reporting obligations. The information is presented in a concise format, specifying exact dates and the nature of each report to ensure transparency for investors and regulators.

The report announces that PCF Group S.A., a Warsaw‑based company, has decided to increase its capital participation in its subsidiary Incuvo S.A., a Katowice‑based game developer. On 27 January 2023, the board authorized the issuance of 136,104 new ordinary shares (Series E) at an emission price of PLN 46.13 each, totaling PLN 6,278,477.52. These shares represent approximately 0.45 % of PCF’s share capital and voting rights, and will be fully subscribed by Incuvo’s CEO Andrzej Wychowańcy (87,820 shares) and Vice‑Chairman Radomir Kucharski (48,284 shares). In exchange, the two executives will transfer 1,128,450 Incuvo shares (≈7.90 % of Incuvo’s capital) and 620,428 Incuvo shares (≈4.34 % of Incuvo’s capital) to PCF, thereby raising PCF’s stake in Incuvo from 50.01 % to roughly 62.25 % of both capital and voting rights.

The emission price was calculated using a six‑month average market price of PCF shares (1 June–30 November 2022) and correlated with a fair‑value assessment of Incuvo’s shares by an external auditor. The transaction aligns with PCF Group’s strategy to diversify its game portfolio, expand into virtual reality leveraging Incuvo’s expertise, and enhance publishing capabilities.

Lock‑up restrictions apply to the new shares until the end of December 2024, mirroring conditions from PCF’s 2020 public offering. The board has requested supervisory approval for the pricing, waiver of pre‑emptive rights, and full allocation to the two executives. Further updates will be provided as required by law.

The update presents the revised growth strategy for PCF Group S.A. and its People Can Fly holding group, adopted by the board on 31 January 2023. The strategy had first been disclosed in the company’s prospectus approved by the Polish Financial Supervision Authority on 25 November 2020 and subsequently updated in a 43/2021 interim report dated 27 September 2021. The current update is attached to the present filing and outlines new assumptions, objectives, and operational priorities for both the parent company and its subsidiaries.

Key points include a renewed focus on expanding market presence, enhancing product development pipelines, and strengthening financial performance through cost optimisation and capital allocation. The strategy also highlights commitments to sustainability initiatives, digital transformation, and talent development across the group’s portfolio. While specific financial targets are not disclosed in this summary, the document stresses alignment with regulatory frameworks and adherence to EU prospectus regulations for any forthcoming equity offerings.

The update applies exclusively within the European Economic Area and the United Kingdom, targeting qualified investors and institutional participants. It is governed by EU Regulation (EU) 2017/1129 on prospectuses and related directives, ensuring compliance with disclosure obligations for non‑public offerings. The filing clarifies that it does not constitute a public offer, contains no promotional content for new shares, and is restricted from distribution in jurisdictions such as the United States, Australia, Canada, Japan, or South Africa. The document also includes standard legal and risk disclosures, emphasizing that forward‑looking statements are subject to uncertainty and should not be relied upon as definitive forecasts.

The report presents preliminary consolidated financial results for PCF Group S.A. for the fiscal year ending 31 December 2022, as required under Article 17(1) of the MAR regulation. The company’s management has decided to disclose these estimates publicly, following earlier interim reports 3/2023 and 4/2023. Revenue from sales is estimated at PLN 170 million, while EBITDA is projected at PLN 48.5 million. These figures are provisional and will be audited by an external auditor before finalization.

The scope of the estimates covers the entire PCF Group, encompassing all subsidiaries and operating units. The time period is strictly the 2022 fiscal year. No detailed breakdown by geographic region or business segment is provided in this preliminary disclosure; the figures represent group‑wide aggregates.

Methodologically, the estimates are derived from management’s internal projections and will undergo verification by a qualified auditor. The final audited results, both individual and consolidated, are scheduled for release in the 2022 annual reports on 27 April 2023. The report maintains a neutral tone, focusing solely on the announced revenue and EBITDA figures without additional commentary or analysis.

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 announces a revised deadline for the publication of PCF Group S.A.’s consolidated and individual annual reports for 2022. The change follows an earlier current report issued on 19 January 2023, which had set the release date for 27 April 2023. The updated schedule moves the publication forward to 28 April 2023, thereby shortening the interval between the original deadline and the new one by one day. The adjustment is made under § 80(2) of the Ministry of Finance regulation dated 29 March 2018, which governs ongoing and periodic disclosures required from issuers of securities. The notice confirms that both the group‑wide consolidated report and the individual entity’s annual report will be released on the same date, ensuring consistency across filings. No additional data or statistical findings are presented; the document’s sole purpose is to inform stakeholders of the date modification. The scope is limited to PCF Group S.A., covering its 2022 financial year, and the time frame is confined to the publication date change announced in March 2023. The methodology involves a straightforward administrative update, with no survey or external data sources referenced.

The report announces that PCF Group S.A., a Warsaw‑based developer, has decided to enter negotiations for a Development and Publishing Agreement with a well‑known publisher. The decision follows receipt of the publisher’s proposal on 19 May 2023 and a detailed review conducted by the board. It aligns with the company’s strategy update issued on 31 January 2023, which states that the group will pursue attractive work‑for‑hire collaborations with reputable partners.

The proposed agreement is a framework contract, with detailed terms to be set out in an accompanying execution contract. This secondary document will outline the product description, production schedule, and payment terms for the developer. The work‑for‑hire model means PCF Group will develop the video game on behalf of the publisher in exchange for agreed remuneration. The terms are described as standard for similar projects and do not deviate significantly from typical industry practices.

The board clarifies that initiating negotiations does not guarantee a final agreement. Public disclosure of any eventual contract will be provided in a separate report. The scope is limited to the Polish market, covering the PCF Group’s development activities and its partnership with the identified publisher. No survey or external data sources are cited, as the announcement is based solely on internal board deliberations.