Investment
Documents
Current Report No. 24/2021: Management Board Recommendation Regarding Profit Distribution for 2020
The report presents the PCF Group S.A. board’s recommendation for distributing 2020 net profit, amounting to PLN 29,095,746.74. The board proposes allocating PLN 5,616,877.28—equivalent to a dividend of PLN 0.19 per share—to shareholders and retaining PLN 23,478,869.46 as a reserve for the company’s capital. Dividend payment is scheduled for 8 July 2021, with the record date set for 30 June 2021. The recommendation aligns with the company’s established dividend policy, targeting a payout ratio of approximately 19.3 % of net profit.
The recommendation follows legal requirements under EU Regulation 596/2014 and related directives, ensuring compliance with market abuse provisions. The board’s proposal will be reviewed by the supervisory board and presented to the ordinary general meeting, in accordance with the company’s articles of association and Polish commercial law provisions.
This communication is limited to PCF Group S.A., a Warsaw‑based entity, and concerns the fiscal year 2020 only. No additional data sources or survey methodologies are disclosed, as the recommendation is based on the company’s audited financial statements for that year.
- PCF Group S.A. reported a 2020 net profit of PLN 29,095,746.74.
- The board recommended a dividend payout of PLN 5,616,877.28, representing a payout ratio of approximately 19.3% of the 2020 net profit.
- Shareholders will receive a dividend of PLN 0.19 per share, with the payment scheduled for 8 July 2021.
- The record date for determining shareholder eligibility for the dividend is set for 30 June 2021.
- The company will retain PLN 23,478,869.46 of the 2020 net profit as a reserve for capital.
Raport Bieżący Nr 26/2021: Zawarcie Umowy Objęcia Akcji Zwykłych na Okaziciela Serii D
The report announces that on 31 May 2021 the board of PCF Group S.A. entered into an agreement to acquire 387,714 ordinary shares of Series D from Fiducie Familiale Samuel Girardin 2020, a trust based in Montreal. The transaction was executed pursuant to the company’s extraordinary general meeting resolution dated 24 May 2021 and follows earlier interim reports issued on 27 April, 4 May, and 24 May 2021. The purchase price was set at PLN 75.75 per share, resulting in a total consideration of PLN 29,369,335.50 (twenty‑nine million three hundred sixty‑nine thousand three hundred thirty‑five zlotys and fifty groszy). The shares were acquired at the issue price, confirming that the company has fully subscribed the offering. The report states that a separate communication will be issued once the issuance process is complete, providing further details on the finalization of the Series D share offering. The information is provided under EU Regulation 596/2014 on market abuse, ensuring compliance with disclosure obligations for significant share transactions. The report covers the Polish jurisdiction and pertains specifically to PCF Group S.A.’s equity issuance activities within the stated period.
- PCF Group S.A. acquired 387,714 Series D ordinary shares from the Montreal-based trust Fiducie Familiale Samuel Girardin 2020 on 31 May 2021.
- The total consideration for the share acquisition amounted to PLN 29,369,335.50.
- The transaction was executed at a price of PLN 75.75 per share, matching the established issue price.
- This acquisition confirms that PCF Group S.A. has fully subscribed the Series D share offering.
- The share purchase was authorized by an extraordinary general meeting resolution passed on 24 May 2021.
Uchwała Nr 8/2021 w Sprawie Podziału Zysku Spółki: 2020
The resolution of the Board of PCF Group S.A., dated 26 May 2021, proposes a specific allocation of the company’s net profit for the fiscal year 2020. The total after‑tax earnings amount to PLN 29,095,746.74. The Board recommends that PLN 5,616,877.28 be distributed to shareholders as a dividend of PLN 0.19 per share, while the remaining PLN 23,478,869.46 should be transferred to the company’s reserve capital.
The resolution further requests that the ordinary general meeting set the dividend record date for 30 June 2021 and the payment date for 8 July 2021. It also instructs the supervisory board to evaluate the proposed profit distribution in accordance with the company’s statutes and to present its assessment to the general meeting, as required by Polish corporate law.
The document is limited in scope to PCF Group S.A., a Warsaw‑based entity, and concerns only the 2020 financial year. No external data sources or survey methodology are cited; the figures derive from the company’s annual financial statements. The resolution is effective immediately upon adoption, ensuring that the proposed dividend and reserve allocations are implemented without delay.
- PCF Group S.A. reported a total net profit of PLN 29,095,746.74 for the 2020 fiscal year.
- The Board proposed a dividend distribution of PLN 5,616,877.28, equating to PLN 0.19 per share.
- The remaining PLN 23,478,869.46 of the 2020 net profit is designated for transfer to the company’s reserve capital.
- The proposed dividend record date is set for 30 June 2021, with a scheduled payment date of 8 July 2021.
- The resolution requires the supervisory board to formally evaluate the profit distribution plan to ensure compliance with company statutes and Polish corporate law.
Current Report No. 35/2021: Conditional Registration of Series D Bearer Shares
The report announces that on 3 August 2021 the National Securities Depository (KDPW) conditionally registered 387,714 bearer shares of Series D issued by PCF Group S.A., a Warsaw‑based company. Each share carries a nominal value of 0.02 PLN and is identified by the ISIN PLPCFGR00010. The registration is contingent upon the shares being listed on a regulated market, where other PCF Group shares under the same ISIN are already traded. The announcement follows § 17(1)(1) of the Minister of Finance Regulation dated 29 March 2018, which governs ongoing and periodic information disclosures by securities issuers. The company’s board confirms that the conditional registration will be communicated through a KDPW operational notice. This brief communication serves to inform market participants of the impending availability of Series D shares, subject to regulatory listing requirements, thereby ensuring transparency and compliance with Polish securities disclosure obligations.
- The National Securities Depository (KDPW) conditionally registered 387,714 Series D bearer shares for PCF Group S.A. on August 3, 2021.
- Each Series D share has a nominal value of 0.02 PLN and is identified by ISIN PLPCFGR00010.
- The registration of these shares is contingent upon their formal listing on a regulated market where PCF Group shares under the same ISIN are already traded.
- The issuance and registration process complies with the Minister of Finance Regulation dated March 29, 2018, regarding securities issuer disclosure obligations.
- Market participants will receive further details regarding the availability of these shares through a forthcoming KDPW operational notice.
Zakończenie subskrypcji akcji serii D
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.
- PCF Group S.A. completed a private placement of 387,714 Series D ordinary shares to Fiducie Familiale Samuel Girardin 2020.
- The total subscription value of the transaction reached PLN 29,369,335.50, with each share issued at a price of PLN 75.75.
- The issuance was authorized by the company’s Extraordinary General Meeting on 24 May 2021 and finalized via a subscription agreement on 31 May 2021.
- The transaction was executed as a private placement under Polish law, with the entirety of the shares allocated to the single investor, Fiducie Familiale Samuel Girardin 2020.
- PCF Group S.A. intends to list the new Series D shares on the Warsaw Stock Exchange and proceed with their dematerialization in a securities depository.
Raport Bieżący Nr 41/2021: Informacja o Transakcjach Wykonywanych przez Osoby Pełniące Obowiązki Zarządcze
The report, dated 30 August 2021, informs the public that PCF Group S.A. has received a notification concerning an amendment to a prior disclosure made on 18 August 2021. The original notice detailed the acquisition of company shares by a person exercising managerial duties, specifically the Chairman of the Board. The amendment, communicated on 30 August, updates or corrects information related to that transaction. The report references Article 19(3) of the MAR regulation as its legal basis, indicating compliance with market‑authorisation rules for material disclosures. No additional data such as share quantity, price, or transaction value are provided within the brief; instead, the full amended notification is attached as an annex. The scope of the disclosure is limited to a single corporate entity, PCF Group S.A., and pertains solely to an internal shareholding change by a senior executive. The methodology is straightforward: the company reports changes in accordance with regulatory requirements, submitting the amended notice to the relevant supervisory authority and making it publicly available. The concise nature of the report reflects a routine update rather than an analytical study, focusing on transparency and regulatory compliance for stakeholders.
- PCF Group S.A. issued a formal amendment on 30 August 2021 regarding a previous share acquisition disclosure made on 18 August 2021.
- The transaction involved the acquisition of company shares by the Chairman of the Board, who is a person exercising managerial duties.
- The disclosure was filed in accordance with Article 19(3) of the Market Abuse Regulation (MAR), which governs transparency for managerial transactions.
- The report serves as a routine regulatory compliance update rather than an analytical assessment of company performance.
- Specific details regarding share quantity, transaction price, and total value are contained exclusively within the annex attached to the original filing.
Current Report No. 36/2021: Admission and Introduction to Trading on the Regulated Market
The report announces that PCF Group S.A., a Warsaw‑based company, has received approval from the Warsaw Stock Exchange (GPW) to list 387,714 bearer shares of Series D on the Main Market. The GPW board adopted decision 783/2021 on 4 August 2021, authorizing the admission and introduction of these shares to trading. The shares carry a nominal value of 0.02 PLN each and will be registered by the National Securities Depository (Krajowy Depozyt Papierów Wartościowych) on 9 August 2021, at which point they will receive the market code PLPCFGR00010. The decision became effective immediately upon adoption, allowing the shares to enter primary market trading from 9 August 2021.
The document is a regulatory filing under Polish financial legislation, specifically §17(1)(2) of the Minister of Finance Regulation dated 29 March 2018, which governs current and periodic information required from issuers. The filing covers a single geographic jurisdiction—Poland—and pertains exclusively to the equity segment of the regulated market. No survey or statistical methodology is presented; the report simply records the administrative approval and registration timeline for the new share class. The information is intended to inform market participants of the availability of Series D shares for trading and the procedural steps completed by the issuer and exchange.
- The Warsaw Stock Exchange (GPW) authorized the admission and introduction of 387,714 Series D bearer shares for PCF Group S.A. to the Main Market.
- The Series D shares have a nominal value of 0.02 PLN each and are identified by the market code PLPCFGR00010.
- Trading for the new Series D shares officially commenced on the primary market on 9 August 2021.
- The National Securities Depository (Krajowy Depozyt Papierów Wartościowych) completed the registration of the shares on 9 August 2021.
- The GPW board finalized the authorization decision (No. 783/2021) on 4 August 2021, with immediate effect upon adoption.
Current Report No. 39/2021: Information on Transactions by Persons Discharging Managerial Responsibilities
The report, dated 18 August 2021, informs the public that PCF Group S.A. received a notification concerning the acquisition of company shares by an individual exercising managerial duties, specifically the Chairman of the Board. The disclosure is made under Article 19(3) of the MAR regulation, which requires timely reporting of such transactions. The notification itself is attached to the current report as an annex, providing details of the transaction such as the number of shares acquired, purchase price, and date of acquisition. No additional transactions or related parties are mentioned, indicating that this is the sole managerial share purchase reported for the period. The scope of the disclosure covers only PCF Group S.A., a Polish listed company, and pertains to the reporting period ending on 18 August 2021. The methodology follows regulatory requirements: the board submits the notification to the relevant authority, which then publishes it in a current report format. The concise nature of the disclosure reflects compliance with transparency obligations, ensuring investors are promptly informed about insider trading activity within the company.
- The Chairman of the Board of PCF Group S.A. acquired company shares on 18 August 2021.
- This transaction was disclosed in compliance with Article 19(3) of the Market Abuse Regulation (MAR), which mandates the reporting of trades by persons discharging managerial responsibilities.
- The disclosure serves as a formal notification to the public and investors regarding insider trading activity within the company.
- The specific details of the transaction, including the volume of shares acquired and the purchase price, are contained in the annex of the 18 August 2021 report.
- No other transactions or related parties were reported alongside this acquisition, identifying it as the sole managerial share purchase for the specified period.
Current Report No. 40/2021: Investment Agreement with Square Enix Limited
The report announces that PCF Group S.A. entered into an investment agreement with Square Enix Limited on 29 August 2021, formalizing the issuance of subscription warrants and related capital‑raising activities. The agreement stipulates that PCF will offer up to 1,555,922 warrants, each convertible into one Series C ordinary share, in up to six tranches linked to revenue milestones from contracts with Square Enix. Each tranche is released once cumulative contract revenue reaches a 45‑million‑PLN threshold, with the final tranche capped by 30 September 2024. The number of warrants per tranche is calculated as the ratio of 4.5 million PLN to the final share price offered in the public offering, ensuring a proportional allocation relative to revenue performance.
Square Enix may exercise its conversion rights after the fourth tranche and subsequently with each additional tranche, subject to a 31 December 2025 expiry. The agreement allows for accelerated tranching or conversion in events such as a change of control or delisting from the Warsaw Stock Exchange. Square Enix also retains an opt‑out clause, enabling it to relinquish conversion rights in exchange for compensation if the parties decide against further investment.
As of the report date, PCF’s revenue from Square Enix contracts exceeded 90 million PLN, triggering the obligation to offer two warrant tranches. The potential conversion of these warrants would represent roughly 1.8 % of PCF’s share capital, indicating a modest dilution impact. The agreement concludes prior negotiations that began with an initial memorandum of understanding on 31 July 2020, thereby formalizing the terms outlined in PCF’s prospectus.
- PCF Group S.A. entered an investment agreement with Square Enix Limited on 29 August 2021, establishing a mechanism for issuing up to 1,555,922 subscription warrants convertible into Series C ordinary shares.
- Warrant issuance is tied to revenue milestones from contracts with Square Enix, with each tranche triggered by cumulative revenue increments of 45 million PLN.
- As of the report date, PCF had already exceeded 90 million PLN in contract revenue, triggering an immediate obligation to offer two warrant tranches.
- The potential conversion of all 1,555,922 warrants represents a modest dilution of approximately 1.8% of PCF’s total share capital.
- Square Enix may exercise conversion rights starting after the fourth tranche, with all rights subject to a final expiry date of 31 December 2025.
Current Report No. 42/2021: Information on Transactions by Persons Performing Managerial Responsibilities
The report discloses transactions executed by a managerial officer of PCF Group S.A. on behalf of the company, in compliance with Article 19(3) of the MAR regulation. It was prepared on 30 August 2021 and covers disclosures received on that same day concerning acquisitions of the company’s shares made by the Managing Director. Three separate notifications are referenced, relating to purchases on 26 August 2021, 27 August 2021, and 30 August 2021. Each notification is attached as an annex to the current report, providing detailed information on the quantity of shares acquired, transaction dates, and purchase prices. The scope is limited to a single corporate entity within the Polish market and pertains exclusively to managerial‑level transactions over a three‑day period in August 2021. No additional data sources or survey methodology are mentioned, as the report relies solely on regulatory filings submitted by the company’s board. The primary conclusion is that the Managing Director engaged in multiple share purchases during the specified dates, and these transactions have been duly reported to meet transparency obligations under MAR.
- The Managing Director of PCF Group S.A. executed multiple share acquisitions between 26 August 2021 and 30 August 2021.
- Three separate share purchase transactions were disclosed in compliance with Article 19(3) of the MAR regulation.
- The transactions occurred over a three-day period, specifically on 26, 27, and 30 August 2021.
- The report serves as a formal regulatory filing to satisfy transparency obligations regarding managerial shareholdings.
- Detailed data regarding the specific quantity of shares acquired and the purchase prices for each transaction are contained within the report's annexes.
Current Report No. 44/2021: Information on Transactions by Persons Discharging Managerial Responsibilities
The report discloses a transaction involving a senior executive of PCF Group S.A. On 13 October 2021, the company’s President of Management acquired shares in PCF Group S.A., a transaction reported to regulatory authorities on 18 October 2021. The disclosure is made pursuant to Article 19(3) of the MAR regulation, which requires public companies to provide timely information on transactions by persons exercising managerial responsibilities. The report is dated 18 October 2021 and serves to inform shareholders and the market of the share purchase by a key executive. No additional details such as the number of shares, transaction value, or price are provided within this brief notice; the full notification is attached as an annex. The scope of the disclosure is limited to a single transaction by one executive within PCF Group S.A., covering the Polish market and the period up to 18 October 2021. The methodology follows regulatory reporting requirements, with the company submitting a formal notice to the relevant supervisory authority and publishing it for public access. The report confirms compliance with disclosure obligations under MAR, ensuring transparency regarding insider trading activity by senior management.
- On 13 October 2021, the President of the Management Board of PCF Group S.A. acquired shares in the company.
- The transaction was formally disclosed to regulatory authorities on 18 October 2021.
- The disclosure was made in compliance with Article 19(3) of the Market Abuse Regulation (MAR), which mandates transparency regarding transactions by persons discharging managerial responsibilities.
- The report serves as an official notice to shareholders and the market regarding insider trading activity by a senior executive.
- Specific details regarding the number of shares purchased, the transaction value, and the share price are contained only in the annex attached to the original filing.
Aktualizacja strategii PCF Group S.A.
PCF Group S.A. announced on 27 September 2021 that its board adopted an updated development strategy for the company and its capital group. The update builds on a prospectus approved by the Polish Financial Supervision Authority in November 2020 and introduces three key expansion directions. First, the group plans to broaden its game portfolio by adding AA titles that can be produced more quickly and at lower budgets while maintaining quality comparable to Triple‑A releases. Second, it aims to develop AAA and AA games in new genres beyond its current focus on shooters and action titles, incorporating RPG elements. Third, the strategy includes acquiring or partnering with new production teams or companies that operate in these newly targeted segments.
The overarching objective is to position the group as one of the world’s leading independent development studios, with a target of releasing at least one new title annually from 2024 onward under either publisher collaboration or self‑publishing models. The update does not alter the existing strategic goals; it confirms the continued dual model of producing multiple Triple‑A games in partnership with major global publishers while expanding self‑publishing efforts for AAA titles based on existing or newly created intellectual property. The strategy therefore seeks to diversify genre offerings, streamline production pipelines for AA titles, and strengthen the group’s global competitive standing through both external partnerships and internal publishing capabilities.
- PCF Group S.A. aims to release at least one new game title annually starting in 2024.
- The company is expanding its portfolio to include AA-budget titles, which are intended to be produced faster and more cost-effectively than AAA projects while maintaining high quality.
- The group is diversifying its genre focus beyond shooters and action games by incorporating RPG elements into future AAA and AA developments.
- The strategy maintains a dual business model that combines collaborative projects with major global publishers alongside an increased focus on self-publishing AAA titles.
- PCF Group plans to strengthen its market position through the acquisition of or partnerships with new production teams that specialize in these targeted genres.