Investment

The report, issued on 21 October 2021, discloses a transaction involving a senior executive of PCF Group S.A. The disclosure is mandated under Article 19(3) of the MAR regulation and follows a notification received on that same day. The transaction concerns the acquisition of shares in PCF Group S.A. by the company’s Chief Executive Officer, executed on 19 October 2021. The notification is attached to the current report as required by regulatory protocol.

The primary purpose of this filing is to provide transparency regarding insider trading activities within the company, ensuring that shareholders and market participants are informed of significant share purchases by key management personnel. The report confirms the identity of the purchaser, the date of acquisition, and the nature of the transaction (share purchase). No additional financial details such as quantity or price are disclosed within this brief summary, implying that the attached notification contains those specifics.

The scope is limited to a single transaction involving one executive within PCF Group S.A., covering the Polish market and the period up to 21 October 2021. Methodologically, the report follows standard regulatory disclosure procedures, relying on internal notification from the executive and subsequent public filing. The conclusion underscores compliance with MAR requirements and reinforces the company’s commitment to market transparency.

The report discloses that PCF Group S.A., a Warsaw‑based company, entered into a non‑binding letter of intent on 28 October 2021 with OÜ Blite Fund, an Estonian shareholder of Incuvo S.A., a Katowice‑based virtual reality game developer. The intent is to acquire between 50 % + 1 share and 53 % of Incuvo’s shares, including at least 49.01 % from OÜ Blite Fund. Negotiations for a definitive investment agreement are to commence under the terms outlined in the letter, with an exclusive negotiation period lasting until 8 December 2021. The report explains that the disclosure of this confidential information was delayed until 13 December 2021, citing Article 17(4) of the EU Market Abuse Regulation (MAR). The board justified the delay by arguing that immediate disclosure could jeopardise ongoing negotiations, risk adverse third‑party reactions, and potentially distort market perception of the transaction’s likelihood. The board ensured confidentiality through an access list compliant with MAR Article 18 and pledged to notify the Polish Financial Supervision Authority of the delay. The disclosure clarifies that signing the letter and initiating negotiations does not guarantee a completed share purchase. This communication covers a single transaction involving PCF Group S.A., OÜ Blite Fund, and Incuvo S.A. in the European gaming sector, with a focus on virtual reality titles. The methodology is purely regulatory compliance reporting, based on internal board decisions and MAR provisions.

The report discloses that on 3 January 2022 the board of PCF Group S.A. received a notification concerning a transaction executed by an individual holding managerial responsibilities, specifically the company’s President of the Board. The notification indicates that on 29 December 2021 this executive acquired shares in PCF Group S.A. The disclosure is made pursuant to Article 19(3) of the MAR regulation, fulfilling regulatory obligations for transparency in insider transactions. The scope is limited to a single transaction involving the company’s top executive and pertains exclusively to share ownership within PCF Group S.A. No additional data such as transaction volume, price, or comparative market impact are provided; the report merely confirms receipt of the notification and attaches it as an annex. Methodologically, the information is sourced directly from regulatory filings submitted by the executive to the relevant supervisory authority. The report serves to inform shareholders and market participants of potential insider activity, ensuring compliance with disclosure requirements under the Markets in Financial Instruments Regulation.

PCF Group S.A., headquartered in Warsaw, completed the acquisition of 7,143,900 shares of Incuvo S.A. on 13 December 2021, representing 50.01 % of Incuvo’s share capital and voting rights. The transaction was executed under EU market‑abuse regulation, with the purchase price set at PLN 19,995,776.00 and an additional payment clause that may add up to PLN 11,595,725.00 based on the profitability of Incuvo’s VR title “Green Hell VR” and its Metacritic rating during a specified reference period. Incuvo specializes in virtual‑reality game development and porting third‑party titles to VR platforms.

The agreement includes customary representations, warranties, non‑competition restrictions for twelve months post‑closing, and liability provisions. Concurrently, PCF entered into transfer agreements with Incuvo’s shareholders Andrzej Wychowń and Radomir Kucharski, imposing sale restrictions on their shares and mandating continued board participation while prohibiting competitive activities until 31 December 2024.

This acquisition aligns with PCF Group’s strategic expansion into video‑game production, aiming to strengthen the group’s capabilities in emerging sectors. The transaction covers Poland and involves the NewConnect market of the Warsaw Stock Exchange, reflecting a focused geographic scope within the European VR gaming industry.

The report outlines the scheduled publication dates for various periodic financial statements of a company during 2022. Its primary objective is to inform stakeholders about the timing and availability of interim reports, including both individual and consolidated quarterly statements. The document specifies that an interim report for the first quarter of 2022 will be released, containing a condensed financial statement as required by § 62(3) of the relevant regulation. Additionally, it notes that the company will postpone the release of its individual and consolidated quarterly reports for Q4 2021, as well as the consolidated quarterly report covering Q2 and Q4 of 2022, in accordance with § 79(2) of the regulation.

Key findings indicate that the company adheres to statutory deadlines while also adjusting its reporting schedule in response to regulatory requirements. The report covers the entire 2022 fiscal year, focusing on quarterly and interim financial disclosures. No specific data points or statistical analyses are presented; the emphasis is purely on publication timelines and compliance with regulatory provisions. Methodologically, the information appears to be derived from internal scheduling and legal mandates rather than external surveys or market data. The scope is limited to the company's own reporting obligations within Poland, reflecting a compliance-focused approach rather than broader industry analysis.

The report announces the resignation of Dr. Aleksander Ferenc from the Supervisory Board of PCF Group S.A., effective March 3, 2022. The board’s decision is communicated in compliance with Polish financial regulatory requirements, specifically the 2018 Minister of Finance regulation on ongoing information obligations for issuers. The announcement confirms that Dr. Ferenc’s resignation was submitted and accepted on the same day, and expresses gratitude for his contributions to the company.

Simultaneously, the report states that Dr. Ferenc will continue to support PCF Group S.A.’s parent company, People Can Fly, in mergers and acquisitions (M&A) and integration activities from March 3, 2022 onward. No additional data on financial performance or strategic initiatives are provided; the focus remains strictly on governance changes and the continuity of Dr. Ferenc’s advisory role within the broader corporate group.

The scope is limited to PCF Group S.A., a Warsaw‑based entity, and its parent company People Can Fly. The time frame is the specific date of resignation, March 3, 2022, with implications for ongoing M&A support. Methodology is not applicable beyond the regulatory reporting framework mandated by Polish financial law.

The current report announces a revised deadline for the publication of PCF Group S.A.’s consolidated and individual annual reports for 2021. The change follows an earlier communication (current report no. 2/2022) that had set the release date for 20 April 2022. The board now confirms that both reports will be published on 21 April 2022, shifting the deadline by one day. This adjustment is made under § 80(2) of the Minister of Finance regulation dated 29 March 2018, which governs ongoing and periodic disclosures required from issuers of securities. The notice is dated 14 April 2022 and serves to inform stakeholders, investors, and regulatory bodies of the new publication schedule. No additional data, statistics, or broader industry context are provided; the scope is limited to the timing of the PCF Group’s annual reporting for the 2021 fiscal year. The methodology is simply a procedural update issued by the company’s management board, with no survey or external data sources referenced.

The report announces a change in the publication date for PCF Group S.A.’s consolidated quarterly report covering the first quarter of 2022. The board, acting under § 80(2) of the Polish Ministry of Finance regulation dated 29 March 2018, informs stakeholders that the report will now be released on 30 May 2022 instead of the previously scheduled 27 May 2022. This adjustment follows the earlier current report No. 2/2022 issued on 20 January 2022, which had set the original publication date. The notice is issued on 12 May 2022 and serves to update investors, regulators, and other interested parties about the revised timeline. No additional data, financial figures, or analytical findings are presented in this communication; it functions solely as a procedural update regarding the reporting schedule for the PCF Group’s first‑quarter results.

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 report informs that on 23 September 2022 the board of PCF Group S.A. received a letter from Take‑Two Interactive Software, Inc., indicating its intention to terminate the production‑publishing agreement dated 21 July 2020 for the title Project Dagger. The board has reviewed the proposed termination agreement, which includes a favourable modification of settlement terms for the parties. The proposal differentiates repayment amounts based on whether the game will be released via self‑publishing or through a new publisher, and it does not contain any clause suggesting that Take‑Two intends to exercise an intellectual‑property buy‑out option.

During the first half of 2022, PCF Group completed all work specified in the original contract’s schedule and received full contractual remuneration. Despite ongoing negotiations, no new execution agreement has been signed to continue development of Project Dagger. Consequently, the board expects the contract to be terminated under terms essentially matching those in the proposed agreement.

Under International Financial Reporting Standard 38, costs incurred for further development of Project Dagger will be capitalised as intangible assets. This accounting treatment is projected to materially affect the group’s financial results for the first half of 2022 and will continue to influence subsequent reporting periods as development proceeds under a self‑publishing model. The group remains committed to continuing Project Dagger’s development using internal funds, with the possibility of debt financing or partnership with a new publisher. The board will provide additional updates on the termination in accordance with applicable legal requirements.