PCF Group

PCF Group S.A. provides a final accounting of the costs associated with the private subscription of 387,714 series D ordinary bearer shares. This disclosure serves to finalize the financial reporting requirements following the issuance process initiated in June 2021, ensuring transparency regarding the capital expenditure incurred during the offering.

The total costs attributed to the issuance of the series D shares amounted to 393,476.46 PLN. These expenses were exclusively related to the preparation and execution of the offering, with no costs incurred for sub-underwriting, prospectus preparation, or promotional activities, as the transaction was conducted as a private placement. The breakdown of these costs includes 308,553.00 PLN for legal services, 73,423.46 PLN for transactional advisory services, and 11,500.00 PLN for registration and admission to trading on the Warsaw Stock Exchange.

Based on the total issuance volume, the average cost per unit of the series D shares is approximately 1.01 PLN. In accordance with standard accounting practices, the company recognized these issuance costs by reducing the reserve capital created from the share premium, which represents the surplus of the issue price over the nominal value of the shares. This summary confirms the final financial impact of the series D subscription on the company’s capital structure.

PCF Group S.A. has finalized the accounting of costs associated with the issuance of 3,343,037 series F ordinary bearer shares. The primary purpose of this disclosure is to provide transparency regarding the financial expenditures incurred during the subscription process, ensuring compliance with regulatory requirements for issuers of securities on the Warsaw Stock Exchange.

The total cost of the series F share issuance amounted to 2,323,824.52 PLN. These expenses are categorized into two main areas: the preparation and execution of the offer, which totaled 2,243,744.52 PLN, and promotional activities, which accounted for 80,080.00 PLN. Within the preparation category, transaction advisory services represented the largest expenditure at 1,747,018.88 PLN, followed by legal costs of 467,464.81 PLN and registration and admission fees of 29,260.83 PLN. The company did not utilize sub-underwriters, and the offer was conducted without the requirement of a prospectus.

On a per-unit basis, the average cost of the subscription amounted to approximately 0.70 PLN per share. In terms of accounting treatment, the total issuance costs were recognized by reducing the reserve capital created from the surplus of the issue price over the nominal value of the shares. This summary covers the financial activities related to the series F issuance as of February 2024, reflecting the final reconciliation of all associated transaction costs.

PCF Group S.A. provides a formal summary of the private subscription of Series E ordinary bearer shares, confirming the completion of the issuance process. The primary purpose of the transaction was to finalize the acquisition of shares in Incuvo S.A. through a non-cash contribution, thereby expanding the company's capital base. The subscription was conducted as a private placement, exempt from the requirement to publish a prospectus under European Union regulations.

The issuance involved 136,104 Series E shares, each with a nominal value of 0.02 PLN, issued at an issue price of 46.13 PLN per share. The total value of the offering reached 6,278,477.52 PLN. Two investors, Andrzej Wychowaniec and Radomir Kucharski, subscribed to the shares by contributing equity in Incuvo S.A. as an in-kind contribution, supplemented by minor cash payments to cover the difference between the issue price and the valuation of the aport.

Total costs associated with the subscription amounted to 20,659.72 PLN, resulting in an average cost of approximately 0.15 PLN per share. These expenses, which primarily comprised legal fees and costs related to the registration and admission of shares to the Warsaw Stock Exchange, were settled by reducing the company's supplementary capital from the share premium. The subscription process concluded with the full payment of contributions by February 17, 2023, and the formalization of the share subscription agreements on February 15, 2023.

PCF Group S.A. has finalized the financial settlement and contractual dissolution regarding the production of Bulletstorm VR. Following the game’s release on January 18, 2024, the publisher and its subsidiary, Incuvo S.A., reached an agreement to settle all remaining production milestones. As part of this financial reconciliation, PCF Group charged Incuvo 871,157.59 PLN to cover development and quality assurance costs incurred during the project’s lifecycle.

The decision to terminate the production-publishing agreement, effective January 19, 2024, stems directly from the unsatisfactory commercial performance of the title upon its launch. Under the terms of this dissolution, Incuvo forfeits all rights to future royalty payments derived from the game’s sales. This restructuring effectively ends the original collaborative framework between the two entities regarding this specific intellectual property.

Moving forward, PCF Group assumes full responsibility for the final product and its ongoing commercialization. While the company retains the option to utilize Incuvo’s resources for potential future development tasks, the publisher now maintains complete control over the title’s lifecycle. This shift in management strategy reflects a broader effort to mitigate the impact of the game’s poor market reception and consolidate oversight of the product’s future development and sales trajectory.

PCF Group S.A. has officially terminated development of Project Dagger, a decision driven by a strategic reassessment of the company’s development pipeline. Following a comprehensive evaluation of the project’s scope and commercial potential, management concluded that the game’s redefined direction failed to meet internal performance expectations. This cancellation marks the conclusion of a development cycle that had been subject to multiple prior disclosures since late 2022.

The financial impact of this decision involves a full write-down of all capitalized expenditures associated with the project. As of December 31, 2023, the company will record impairment charges totaling 79.9 million PLN in its standalone financial statements and 68.3 million PLN in its consolidated financial statements. These adjustments will directly reduce the carrying value of fixed assets and negatively affect the net financial results for the 2023 fiscal year.

While these write-downs are significant, they are classified as one-time, non-cash events and will not impact the company’s EBITDA. The reported figures remain estimates pending final audit verification, with the definitive financial impact to be formally presented in the upcoming annual reports. This strategic pivot reflects a broader effort to optimize the company’s portfolio and reallocate resources toward projects with more favorable commercial prospects within the global gaming market.

PCF Group S.A. has finalized the development plan for Project Gemini in collaboration with Square Enix Limited, formalizing the agreement through a new content rider. This development, executed within the European market under a work-for-hire model, marks a significant shift in the commercial framework governing the project. The agreement ensures the continuation of development efforts while fundamentally altering the financial expectations associated with the production-publishing contract.

Under the updated terms, the project will no longer operate under the previously established commercial conditions. Financial projections indicate that future revenue generated from Project Gemini will be limited to covering the direct costs incurred by the company during development. This adjustment necessitates a revaluation of the contract in accordance with the International Financial Reporting Standard 15, which governs revenue from contracts with customers.

The primary consequence of this revised financial structure is a reduction in the profit margins previously anticipated from the partnership with the publisher. Consequently, the company expects a decline in both individual and consolidated sales revenue, as well as a negative impact on overall financial performance. This update serves to align stakeholder expectations with the new economic reality of the project, as the company transitions away from reporting on individual content riders unless legally mandated.

PCF Group S.A. has officially rescheduled the publication date for its 2023 consolidated and standalone annual financial reports. Originally slated for release on April 25, 2024, the disclosure is now set for April 29, 2024. This adjustment follows the company’s initial announcement regarding reporting timelines issued earlier in January 2024.

The decision to delay the filing by four days is executed in accordance with the regulatory requirements set forth by the Polish Minister of Finance concerning the periodic information provided by securities issuers. This procedural update ensures compliance with legal obligations governing the transparency and timing of financial disclosures for publicly traded entities operating within the Polish capital market.

By finalizing these reports by the end of April, the company maintains its commitment to providing stakeholders with audited financial data for the 2023 fiscal year. This shift represents a minor administrative adjustment to the corporate calendar, ensuring that all necessary documentation is prepared and verified before public dissemination to investors and market regulators.

PCF Group S.A. has formally initiated a comprehensive review of strategic options to evaluate potential pathways for supporting the long-term development of the company and its capital group. This process is designed to identify and assess various opportunities that could enhance the organization’s growth trajectory, including the potential acquisition of a financial or strategic investor. Furthermore, the review encompasses the possibility of executing corporate transactions that might result in structural changes to the company’s shareholding or capital base.

The scope of this initiative involves active engagement and preliminary discussions with various external entities to explore potential partnerships or investment scenarios. While the company intends to provide selected parties with necessary information to facilitate these evaluations, the process remains in its preliminary stages. No specific outcomes, timelines, or definitive decisions have been established, and the company emphasizes that there is no guarantee that any particular strategic action will be finalized as a result of this review.

Throughout the duration of this assessment, the group remains committed to its existing operational strategy and will continue to execute its current business objectives. Management intends to maintain transparency by disclosing further developments in accordance with regulatory requirements as the situation evolves. This strategic review reflects a proactive approach to capital management and corporate development within the gaming industry, aimed at securing the most advantageous future for the group’s stakeholders.

PCF Group S.A. has officially disclosed the commencement of negotiations regarding a production and publishing agreement with Krafton Inc., a Seoul-based publisher. This disclosure follows the formal execution of a Master Services Agreement on September 10, 2024. The company had previously delayed the announcement of these negotiations, which began on July 11, 2024, to protect its legitimate business interests and prevent potential interference from competitors during the sensitive negotiation phase.

The partnership centers on the development of a new game mode for an existing Krafton title, utilizing a work-for-hire model. This collaboration aligns with the strategic objectives outlined by PCF Group in early 2023, which prioritize securing high-quality work-for-hire opportunities with reputable industry partners. The agreement is structured as a framework, with specific operational details, project timelines, and compensation terms to be defined in subsequent statements of work.

Management justified the initial delay in public disclosure by citing the uncertainty of the negotiation outcomes and the risk that premature release could lead to market misinterpretation of the company’s valuation. Throughout the delay period, the company maintained strict confidentiality protocols, including the maintenance of an insider list as required by regulatory standards. The disclosure confirms that the terms of the agreement are consistent with standard industry practices for similar development projects.

PCF Group S.A. has entered into a formal production and publishing agreement with the South Korean firm Krafton Inc. as of September 10, 2024. This partnership centers on the development of a new gameplay mode, currently identified by the codename Project Echo, intended for an existing video game title owned by Krafton. The collaboration is structured as a work-for-hire arrangement, wherein the developer provides services and production expertise in exchange for agreed-upon compensation from the publisher.

The agreement functions as a master services framework, establishing the foundational legal and operational terms for the partnership. Specific project parameters, including detailed service descriptions, production timelines, and precise financial remuneration, will be defined through subsequent individual statements of work. The terms governing this engagement align with standard industry practices for international production and publishing contracts, ensuring a conventional approach to project management and intellectual property rights.

This strategic move directly supports the long-term objectives outlined in the company’s updated corporate strategy from January 2023. By securing this contract, the developer continues to execute its stated goal of pursuing high-value collaborations with reputable global partners within the work-for-hire business model. This development reinforces the company’s commitment to diversifying its project portfolio while leveraging its technical capabilities to support established titles in the global gaming market.

PCF Group S.A. has officially terminated development of Project Red, a title previously intended for either external publishing or self-publishing. This strategic decision stems from the company’s inability to secure an external publishing partner and a lack of sufficient capital to sustain self-publishing efforts. Furthermore, the company has prioritized the allocation of its development resources toward a newly acquired project, designated as Project Echo, which necessitates the transfer of the team previously assigned to Project Red.

The cancellation of Project Red carries significant financial implications for the company’s 2024 fiscal reporting. As of June 30, 2024, the company will record a 100% impairment charge on all capitalized expenditures related to the project. This accounting action will result in an estimated reduction of 8.85 million PLN in the company’s standalone financial results and fixed assets, while the consolidated financial results and fixed assets for the group will decrease by approximately 7.72 million PLN.

These adjustments are classified as one-time, non-cash events and will not impact the company’s EBITDA. While these figures represent the current assessment of the financial impact, they remain subject to final auditor review and may be adjusted in the upcoming semi-annual financial statements. This shift in development focus reflects a broader realignment of the company’s portfolio, prioritizing projects with secured external funding over those requiring internal capital investment.

The provided text serves as the official proxy voting template for the Extraordinary General Meeting of PCF Group S.A., scheduled for November 13, 2024. The primary purpose of this instrument is to establish a formal legal framework allowing shareholders to appoint a representative to exercise their voting rights and participate in corporate governance proceedings on their behalf. By standardizing the authorization process, the company ensures that all proxy representations comply with regulatory requirements for shareholder participation in high-level corporate decision-making.

The template facilitates both individual and institutional shareholder participation by providing distinct fields for personal identification, such as passport or national identity card details and PESEL numbers, as well as corporate registration data for legal entities. The scope of the authorization is comprehensive, granting the appointed proxy the authority to attend the meeting, cast votes associated with the shareholder’s equity stake, and perform all necessary ancillary actions, including the submission of statements, explanations, or formal motions required during the proceedings.

This administrative document functions as a procedural requirement for the upcoming meeting, ensuring that the company maintains a transparent and legally binding record of shareholder representation. By defining the specific date and time of the meeting, the template serves as a critical tool for maintaining quorum and facilitating the orderly execution of the Extraordinary General Meeting. It reflects standard corporate governance practices within the Polish capital market, providing a structured mechanism for shareholders to delegate their voting power while maintaining clear accountability and legal clarity.