Investment

The report announces that on 1 May 2023, People Can Fly Canada Inc. (PCF Canada), a subsidiary of PCF Group S.A., entered into an intent‑to‑borrow agreement with the Bank of Montreal and PCF Group as guarantor. The agreement outlines two revolving credit facilities: a demand facility up to 1 200 000 CAD for working‑capital and general corporate purposes, and a second facility of 8 000 000 CAD earmarked for tax‑relief financing in Canada. PCF Canada committed to provide customary collateral, while PCF Group pledged an unsecured guarantee of 9 200 000 CAD to secure the obligations. The parties agreed to negotiate definitive credit documentation by 30 May 2023, with completion expected around that date. The report clarifies that signing the letter of intent and initiating negotiations does not guarantee final execution of the credit agreements. The disclosure is limited to the Canadian subsidiary and its financing arrangements, covering a single fiscal year’s transaction. No survey or external data sources are cited; the information derives solely from internal corporate communications and regulatory filing requirements under Article 17(1) of MAR.

The document announces the initiation of a private subscription process for up to 5,853,941 Series F ordinary shares issued by PCF Group S.A. The offer is governed by the company’s 28 February 2023 Extraordinary General Meeting resolution and a subsequent board resolution dated 29 May 2023, which establish the terms of subscription, the engagement of Trigon Dom Maklerski S.A. and Trigon Investment Banking for execution, and the signing of a lock‑up agreement with key shareholder Sebastian Wojciechowski. The subscription will be limited to qualified investors, including those holding at least 0.25 % of voting rights as of the preference day or investors with a minimum €100,000 in eligible securities. The Series F shares are intended for offshore transactions only and will not be offered or sold within the United States, Australia, Canada, Japan, South Africa, or other jurisdictions where such distribution would violate securities law. The company plans to seek listing of the Series F shares on the Warsaw Stock Exchange under a prospectus exemption for up to 20 % of existing shares, contingent on regulatory approval. The report clarifies that no prospectus will be prepared and the offer is not a public offering outside Poland. The document includes extensive legal disclosures, risk warnings, and restrictions on distribution, emphasizing that it serves purely informational purposes for qualified investors.

NINIEJSZY DOKUMENT NIE JEST PRZEZNACZONY DO DYSTRYBUCJI, BEZPOŚREDNIO CZY POŚREDNIO, NA TERYTORIUM ALBO DO STANÓW ZJEDNOCZONYCH AMERYKI, AUSTRALII, KANADY LUB JAPONII ANI INNYCH KRAJÓW, GDZIE PUBLIKACJA, OGŁOSZENIE, DYSTRYBUCJA LUB PRZESŁANIE BYŁOBY NIEZGODNE Z PRAWEM. NINIEJSZY DOKUMENT NIE STANOWI OFERTY PAPIERÓW WARTOŚCIOWYCH W JAKIEJKOLWIEK JURYSDYKCJI. PROSIMY O ZAPOZNANIE SIĘ Z ZASTRZEŻENIAMI PRAWNYMI ZAMIESZCZONYMI NA KOŃCU NINIEJSZEGO DOKUMENTU.

The report discloses that PCF Group S.A., following an extraordinary shareholders’ resolution, completed a demand‑building process for its Series F ordinary shares on 1 June 2023. The company will offer a total of 3,343,037 Series F shares to investors, with 3,342,937 of those directed specifically to Krafton, Inc. under a prior investment agreement. The emission price is set uniformly at 40.20 PLN per share for all investors, including Krafton.

The disclosure is limited to informational purposes only and does not constitute an offer or promotion of the shares. It applies exclusively within the European Economic Area, the United Kingdom, and other jurisdictions where such distribution is permitted to qualified or professional investors. The document contains extensive legal caveats, including restrictions on publication and distribution in the United States, Australia, Canada, Japan, South Africa, and other territories where securities law would prohibit such disclosure. It also clarifies that the shares are not registered under U.S. securities law and cannot be offered or sold in those jurisdictions without exemption.

The report outlines the regulatory framework governing the issuance, referencing EU Regulation 2017/1129 and Polish public‑company law. It emphasizes that no prospectus is required and that the information should be used only by eligible investors. The document concludes with standard risk‑disclaimer language, noting that future performance is uncertain and that investors should conduct independent due diligence before making any investment decisions.

The report announces that on 30 May 2023 the board of PCF Group S.A. received financing terms from Bank Polska Kasa Opieki S.A., confirmed by the bank’s Credit Committee. The proposed facility is a revolving credit line capped at PLN 50 million, intended to cover production costs for commissioned games. The line is renewable and the repayment period extends up to three years from contract signing, with customary collateral for such transactions. The board has decided to enter negotiations to finalize credit documentation under these terms, while noting that receipt of the terms and initiation of talks does not guarantee a binding agreement. The company will disclose final documentation in a separate report once executed.

The report discloses that PCF Group S.A., headquartered in Warsaw, entered into subscription agreements for 3 343 037 ordinary shares of Series F on behalf of investors, including a principal allocation of 3 342 937 shares to Krafton, Inc. All required cash contributions were fully paid. The disclosure is framed under Article 17(1) of the EU Regulation on Market Abuse and complies with Polish public‑offering regulations, emphasizing that it serves only an informational purpose and does not constitute a sale offer or promotional material. The document reiterates that the Series F shares are not registered under U.S. securities law and cannot be offered or sold in the United States, Australia, Canada, Japan, South Africa, or other jurisdictions where such distribution would violate local regulations. It clarifies that the offering is limited to qualified investors within the European Economic Area and the United Kingdom, excluding retail participants. The report also outlines that no prospectus is required under the EU Prospectus Regulation and that distribution is restricted to “qualified persons” as defined by relevant regulations. Legal liability for the information rests solely with PCF Group; managers and affiliated parties are expressly exempt from responsibility. The document contains forward‑looking statements subject to risks and uncertainties, advising readers not to rely solely on them for investment decisions. No recommendation or invitation to purchase the shares is made, and the information is restricted from further dissemination outside authorized recipients.

The report announces that on 14 June 2023, Krafton, Inc. and PCF Group S.A., together with key shareholder Sebastian Wojciechowski, entered into a side‑letter to the investment agreement dated 28 March 2023. The side‑letter stipulates that if PCF Group increases its share capital by issuing up to 2 510 904 new shares before 31 December 2023, Krafton will have the right of first refusal to subscribe for shares that would bring its total holdings to 10 % of the capital and voting rights. The subscription price is fixed at PLN 40.20 per share, independent of the price set for other investors. The agreement does not obligate Krafton to purchase any shares, and the allocation of new shares to other investors remains unaffected.

The document is a regulatory disclosure under EU Regulation 596/2014 and Polish securities law, intended solely for informational purposes. It contains extensive legal caveats restricting distribution outside the European Economic Area and prohibiting any promotional use of the information. The report clarifies that it is not an offer, does not constitute a prospectus, and is limited to qualified investors in the EU, UK, or U.S. under Rule 144A. No financial projections or performance guarantees are provided; the report includes forward‑looking statements subject to risk and uncertainty. The disclosure emphasizes that no manager or affiliated party assumes liability for the accuracy of the information, and any investment decisions must rely on independently verified data.

The report announces that PCF Group S.A., headquartered in Warsaw, entered into a non‑binding Letter of Intent on 17 June 2023 with a prominent U.S. entertainment company to develop a virtual‑reality action/combat video game under the code name “Dolphin.” The intent is to negotiate a production agreement with a publisher or its affiliate, under which PCF will act as a work‑for‑hire developer. The publisher’s total budget for the project is estimated between 16 million and 24 million USD, with intellectual property rights ultimately belonging to the publisher within contractual limits. Development is projected to conclude in 2025, with release planned for current and future leading VR hardware platforms. The report clarifies that signing the Letter of Intent does not guarantee a final production contract, and further details will be disclosed in a separate public update. The scope covers the U.S. entertainment partner and global VR platforms, focusing on action/combat gameplay. No survey or statistical methodology is cited; the information derives from corporate governance announcements and contractual estimates.

The report announces the completion of a private subscription offering for 3,343,037 ordinary Series F shares of PCF Group S.A., each with a nominal value of 0.02 PLN, issued at an emission price of 40.20 PLN per share. The subscription period ran from 29 May to 1 June 2023, with contracts finalized on 6 June and full payment received by 9 June. Two investors participated, acquiring the entire offering; no tranches or secondary allocations were involved. The total value of the issuance amounted to 134,390,087.40 PLN. Costs associated with the offering are pending finalization; a separate report will disclose detailed expense breakdowns and per‑share cost once all invoices are received. The document clarifies that the shares were offered exclusively within Poland, with no prospectus required under EU Prospectus Regulation, and that the offering is restricted to qualified investors in the European Economic Area, the United Kingdom, and certain U.S. institutional investors under Rule 144A. Legal notices emphasize that the report is informational only, not an offer or recommendation, and that distribution outside specified jurisdictions is prohibited. The report also contains forward‑looking statements subject to risks, uncertainties, and regulatory constraints, underscoring that investors should conduct independent due diligence before participating.

The report announces a change in the ownership structure of PCF Group S.A., a Warsaw‑based public company, following an update from the parties involved in the agreement referenced under Article 87(1)(5) of the 2005 Public Offering Act. On 28 June 2023, the company received a notification from these parties indicating an alteration in their shareholding and voting rights within PCF Group S.A. The notice, submitted pursuant to Article 69 of the same legislation, is attached as an annex to this current report. The purpose of the disclosure is to inform shareholders and market participants that the composition of the company’s capital base and its total voting power have been modified, thereby potentially impacting corporate governance dynamics. The report covers the entire Polish market and pertains specifically to PCF Group S.A., a public‑listed entity. No additional data, statistics, or methodological details are provided beyond the formal notification of the change in shareholding. The update is concise, focusing solely on the legal requirement to disclose alterations in capital structure and voting rights as mandated by Polish securities regulation.

The report announces that on 12 July 2023 the National Securities Depository (KDPW) conditionally registered 136,104 ordinary bearer shares of Series E and 3,343,037 ordinary bearer shares of Series F for PCF Group S.A., a Warsaw‑based company. Each share carries a nominal value of 0.02 PLN and shares are identified by ISIN PLPCFGR00010. The registration is contingent upon the shares’ introduction into trading on a regulated market where other PCF Group shares with the same ISIN are listed. The information is provided under § 17(1)(1) of the Minister of Finance Regulation dated 29 March 2018 concerning ongoing and periodic disclosures by securities issuers. The report is dated 12 July 2023 and states that KDPW will issue an operational notice to communicate the registration. The scope is limited to PCF Group’s Series E and F ordinary shares, covering the Polish market and regulated trading venues. No survey or statistical methodology is involved; the document simply reports a regulatory action taken by KDPW.

NINIEJSZY DOKUMENT NIE JEST PRZEZNACZONY DO DYSTRYBUCJI, BEZPOŚREDNIO CZY POŚREDNIO, NA TERYTORIUM ALBO DO STANÓW ZJEDNOCZONYCH AMERYKI, AUSTRALII, KANADY LUB JAPONII ANI INNYCH KRAJÓW, GDZIE PUBLIKACJA, OGŁOSZENIE, DYSTRYBUCJA LUB PRZESŁANIE BYŁOBY NIEZGODNE Z PRAWEM.