PCF Group

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 proposed amendments to the statutes of PCF Group S.A., a Warsaw‑based company, aim to revise capital structure limits, governance provisions, and audit committee requirements. Capital changes set a minimum of PLN 599,004.54 and a maximum of PLN 715,810.38 for the share capital, while maintaining existing share series A (27,500,000 shares), B (2,062,512 shares), D (387,714 shares) and adding a new series F with a range of 1 to 5,853,941 shares. The amendments eliminate several statutory paragraphs (e.g., § 5 6, § 1, §§ 16, 18, and chapters VIII‑IX) and modify others to streamline shareholder rights.

Key governance adjustments introduce a “Group of Qualified Shareholders” comprising four named individuals, granting them collective personal rights to appoint or dismiss board members. The group’s authority depends on holding at least 40 % of voting rights and is exercised through joint written declarations accompanied by deposit certificates. If the group fails to act within a month, the board may be appointed by ordinary shareholders; if the group’s rights lapse, ordinary shareholders regain full appointment powers. The amendments also refine board composition rules, allowing five to seven members and specifying the number of directors the group can influence based on board size.

Audit and supervisory provisions are tightened to align with public interest entity standards. The company must maintain at least two independent board members and, upon admission to a regulated market, establish an audit committee with a majority of independent members. These changes ensure compliance with Polish public‑interest entity regulations and enhance shareholder influence over board composition while clarifying audit oversight responsibilities.

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 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.

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 document announces that Krafton, Inc. has entered into an investment agreement to acquire shares of PCF Group S.A. under a capital increase authorized by the extraordinary general meeting, allowing up to 5 853 941 new ordinary shares of series F at a nominal value of PLN 0.02 each. The agreement obligates Krafton to purchase shares representing 10 % of the company’s capital and voting rights at an issue price of PLN 40.20 per share, with the company guaranteeing allocation upon fulfillment of Krafton’s subscription commitment. The investment contract grants Krafton rights of first negotiation and first refusal on future projects such as Project Victoria or Project Bifrost if released outside a self‑publishing model, and includes anti‑dilution, tag‑along, and drag‑along provisions. Both parties have executed lock‑up agreements lasting until 28 March 2024 and standard representations, warranties, and indemnity clauses. The agreement is governed by Polish law, has a ten‑year term with automatic renewal provisions, and allows Krafton to terminate under specific circumstances such as cancellation of the offer or failure to meet subscription deadlines; no penalties are stipulated. The report, prepared under EU Regulation MAR, is strictly informational and restricted to qualified investors within the European Economic Area, excluding public distribution in jurisdictions such as the United States, Canada, Australia, Japan, and South Africa. It contains forward‑looking statements subject to risks and uncertainties, and disclaims any investment recommendation or guarantee.

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.

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.