Mergers Acquisitions

The report discloses that PCF Group S.A. entered into a letter of intent on 11 March 2021 to acquire 100 % of Game On Creative, Inc., a Montreal‑based studio, and to launch a Series D share offering. The transaction terms set the purchase price at eight times Game On’s 2020 EBITDA, subject to adjustments for debt, working‑capital thresholds and leakage. Upon acquisition, PCF plans an extraordinary general meeting to raise its share capital and offer Series D shares to the SG Trust, with a 15 % exemption from lock‑up and an earn‑out clause of 5 % EBITDA for years 2021–2025. Samuel Girardin, the Game On partner, will assume a dual role as Studio Head of People Can Fly Canada and President of Game On. The letter also outlines a legal and financial due‑diligence review, a potential call option for the SG Trust if capital increases are not registered by 31 December 2021, and a lock‑up period for the remaining Series D shares.

The disclosure was delayed until 27 April 2021 in accordance with EU Regulation 596/2014 (MAR) and the Polish Securities Authority guidelines, citing risks that early publication could harm negotiation dynamics or mislead investors. The report explains the confidentiality measures taken and states that the letter of intent does not guarantee completion of the acquisition. The information covers a single Canadian entity, pertains to a 2021 transaction timeline, and involves PCF Group’s Polish‑listed shares. No survey or external data sources are referenced; the methodology is limited to internal board deliberations and regulatory compliance.

PCF Group S.A. completed a strategic acquisition of Game On Creative, Inc., a Montreal‑based animation and audio studio that supplies high‑end cinematics for major gaming titles, including the recent Outriders release. The transaction, finalized on 27 April 2021, involved a trust and its beneficiary Samuel Girardin. PCF paid PLN 29 369 385,59 for 100 % of Game On’s equity, with a potential earn‑out of 5 % of EBITDA for the fiscal years 2021‑2025 if predefined thresholds are surpassed.

To secure the purchase price, PCF agreed to issue 387 714 Series D ordinary bearer shares—approximately 1.29 % of its capital—at PLN 75,75 each in a private placement exclusively offered to the seller. The Series D shares are subject to a lock‑up covering 85 % of the issue, with staggered release dates through April 2023 and December 2024. A conditional call option from Sebastian Wojciechowski allows the seller to reacquire shares at the issue price if the capital increase is not registered on time, with a 30 % pre‑payment provision before lock‑up expiry.

The agreement includes standard representations, warranties, and a pledge covering roughly 30 % of the Series D shares to secure potential claims. Non‑competition clauses bind both seller and beneficiary, while Samuel Girardin will assume leadership roles within People Can Fly Canada, Inc., reinforcing PCF’s AAA development capabilities. The deal aligns with PCF’s strategy to enhance animation and audio production for simultaneous multi‑project development.

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 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.

The report announces that on 13 December 2021 PCF Group S.A., a Warsaw‑based company, entered into a production and publishing agreement with Incuvo S.A. of Katowice. The contract focuses on adapting a title from the People Can Fly portfolio for all major virtual‑reality platforms, including code adjustments to meet VR hardware specifications. PCF Group will finance the entire VR production through milestone payments tied to key development stages, with contract terms aligned to market standards for similar agreements. Upon completion and launch of the VR game, Incuvo will receive royalties contingent on sales revenue that covers PCF Group’s production, marketing, and distribution costs; the royalty rate depends on the defined sales thresholds. The game’s release is targeted for late 2023. No special contractual clauses or penalty provisions deviate from common practice for this type of agreement, ensuring standard industry compliance.

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.

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 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 on October 1, 2022, People Can Fly U.S., LLC and its parent PCF Group S.A. entered into a termination agreement with Take‑Two Interactive Software, Inc., ending the 2020 production and publishing contract for Project Dagger. The termination agreement specifies how financial obligations will be settled depending on the eventual release model of the title. If Project Dagger is released through self‑publishing by People Can Fly U.S., the company will pay royalties to Take‑Two on a quarterly basis until cumulative payments equal a predetermined repayment amount of $20 million. If the game is released with a new publisher, People Can Fly U.S. will repay the same $20 million in two equal installments due six and twelve months after launch. No repayment is required if the game never reaches commercial release, regardless of model.

The agreement also confirms that Take‑Two did not exercise its option to acquire intellectual property rights under the original contract, and that the license granted to Take‑Two has expired. Consequently, People Can Fly U.S. retains exclusive ownership of Project Dagger’s intellectual property. Standard termination provisions accompany the agreement, covering general legal and procedural matters. The report covers a single geographic jurisdiction—both parties are headquartered in New York, USA—and pertains exclusively to the Project Dagger title within the video‑game development and publishing sector. No survey or external data sources are cited; the document is a straightforward corporate disclosure of contractual termination and financial settlement terms.

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 discloses that PCF Group S.A.’s board initiated negotiations on 19 March 2023 with Krafton, Inc. or its affiliated entity to acquire shares in a capital increase approved by an extraordinary general meeting on 28 February 2023. The proposed investment would grant Krafton a 10 % stake in the post‑issuance capital, and may include future collaboration on specific games. The board delayed public disclosure until 28 March to avoid adverse impacts on negotiation dynamics and potential market misinterpretation, citing MAR Regulation Article 17(4) and EU‑FCA guidance. The disclosure explains that the negotiations do not guarantee a completed transaction, and outlines risk factors such as uncertainty of deal completion and market reaction. The document is restricted to qualified investors within the EU‑EAA, UK, and certain US entities under Regulation S or Rule 144A; it contains no prospectus and is not a public offer. Methodologically, the report relies on internal board decisions and regulatory compliance checks; no external survey or statistical data are presented. The scope is limited to Poland, with implications for capital structure and potential strategic partnership in the gaming sector. The report concludes that any investment decisions must be based on independent research, as the information is not a recommendation or solicitation.