PCF Group

Game Co.

601 documents

Documents

PCF Group EGM Convocation Announcement: 7 August 2023

The Management Board of PCF Group S.A., a Warsaw-based game development studio known as People Can Fly, issued a formal notice convening an Extraordinary General Meeting (EGM) scheduled for August 7, 2023. The primary purpose of the meeting is to deliberate and vote on a significant capital increase through the issuance of Series G ordinary shares. This proposal includes the total exclusion of existing shareholders' pre-emptive rights, the dematerialization of the new shares, and their subsequent admission to trading on the Warsaw Stock Exchange. The agenda covers standard corporate governance procedures, including the election of a Chairman and a Scrutiny Committee, followed by the pivotal resolution regarding the Series G share issuance and corresponding amendments to the Company's Statute. As of the announcement date, the company’s share capital consists of 33,429,367 ordinary bearer shares across Series A, B, D, E, and F, with each share entitling the holder to one vote. The registration date for participation in the EGM was set for July 22, 2023. The notice outlines strict procedural requirements for shareholder participation and voting. Shareholders representing at least 1/20 of the share capital maintain the right to request additions to the agenda or submit draft resolutions prior to the meeting. While the company will provide a real-time internet broadcast of the proceedings in both Polish and English, the Board explicitly stated that electronic participation, correspondence voting, and electronic speech-making will not be permitted. Shareholders may attend in person or via proxy, provided they follow specific identification and documentation protocols, including the submission of certificates from their respective securities accounts. All communications and documentation are managed through the company’s dedicated investor relations channels in compliance with the Polish Commercial Companies Code.

investment mergers-acquisitions poland+1

PCF GroupJul 2023

Legal

PCF Group Draft Resolutions for Extraordinary General Meeting: 7 August 2023

PCF Group S.A. is pursuing a strategic capital increase through the issuance of up to 2,510,904 new Series G ordinary shares to support its expanded development pipeline and self-publishing transition. This initiative aims to raise a minimum of 100.9 million PLN, addressing a funding gap left by a previous Series F offering that did not meet its total capital targets. The primary objective of this capital injection is to provide the necessary resources to scale production teams for key upcoming titles, specifically Project Dagger, Bifrost, and Victoria, while facilitating the company’s broader shift toward a Game-as-a-Service model. The proposed issuance includes a total exclusion of pre-emptive rights for existing shareholders to expedite the private subscription process and maximize proceeds through a competitive book-building exercise. To mitigate the impact on major stakeholders, the framework grants priority rights to eligible investors holding at least 0.25% of the company’s votes, allowing them to maintain their relative ownership percentages. This structure is designed to balance the urgent need for liquidity with the interests of significant long-term shareholders. Following the successful placement of these shares, the company will proceed with their dematerialization and application for listing on the Warsaw Stock Exchange. This move aligns with the updated corporate strategy established in early 2023, which emphasizes a diversified financing approach. By combining this equity issuance with non-dilutive financing sources, the group intends to secure the capital required for its ambitious growth trajectory and self-publishing autonomy without causing excessive dilution to the existing shareholder base.

investment funding mergers-acquisitions+2

PCF GroupJul 2023

Legal

PCF Group Current Report No. 31/2023: Shareholder Notification (Krafton) Under Article 69

The management board of PCF Group S.A., the Warsaw-based parent company of the People Can Fly development studio, confirms that Krafton Inc. has officially exceeded the ten percent shareholding threshold in the company. This regulatory disclosure, issued in late June 2023, follows the formal notification requirements established by the Polish Act on Public Offering. The transaction marks a significant increase in the equity stake held by the South Korean publisher, known for the PUBG franchise, within the Polish game development firm. Prior to this notification, Krafton Inc. held a smaller position in the company, but the recent acquisition of shares has triggered mandatory reporting obligations under Article 69 of the aforementioned act. By surpassing the ten percent voting rights threshold, Krafton Inc. solidifies its position as a major strategic investor in PCF Group S.A. This move reflects a deepening of the corporate relationship between the two entities, occurring within the context of the broader global trend of consolidation and strategic minority investments within the AA and AAA development sectors. The scope of this disclosure is limited to the specific change in ownership structure as of June 28, 2023, and pertains specifically to the voting rights and share capital of PCF Group S.A. on the Warsaw Stock Exchange. The data is based on the formal notification submitted by the investor to the issuer. This development highlights the ongoing interest of major Asian gaming conglomerates in European development talent and established intellectual properties, positioning PCF Group S.A. within a more robust international financial framework as it continues its multi-project development strategy.

investment market-analysis poland+1

PCF GroupJun 2023

Legal

PCF Group Current Report No. 29/2023: Change in Sebastian Wojciechowski Shareholding

The management of PCF Group S.A., the Warsaw-based parent company of the People Can Fly development studio, announced a significant shift in its ownership structure following a notification received on June 28, 2023. This regulatory disclosure details a change in the shareholding and voting rights held by Sebastian Wojciechowski, the company’s CEO and a primary stakeholder. The notification was issued in compliance with Polish public offering laws regarding the transparency of major holdings in publicly traded companies. The transaction resulted in a modification of Wojciechowski’s total influence over the company’s share capital and general assembly of shareholders. While the specific numerical decrease or increase is contained within the attached statutory notification, the primary purpose of the disclosure is to inform the market of a shift in the concentration of power within the executive leadership. This event occurs within the context of the Polish gaming industry and reflects the ongoing evolution of the capital structure of one of the region's most prominent AAA development groups. The scope of this disclosure is limited to the individual holdings of Sebastian Wojciechowski as of the reporting date in late June 2023. It serves as a formal legal record of changes in internal control and equity distribution, which is a standard requirement for companies listed on the Warsaw Stock Exchange. The filing ensures that investors and market analysts remain informed of the ownership dynamics involving the company’s key leadership, maintaining transparency regarding the governance and financial backing of the studio behind major global titles.

mergers-acquisitions investment poland+1

PCF GroupJun 2023

Legal

PCF Group Current Report No. 30/2023: Change in Shareholder Agreement Participation

PCF Group S.A., the parent company of the People Can Fly development studio, announced a significant shift in its ownership structure following a formal notification from parties involved in a shareholders' agreement. This regulatory disclosure, issued on June 28, 2023, details changes in the collective share capital and total voting rights held by these coordinated entities. The notification was triggered by legal requirements under Polish public offering laws, specifically regarding the thresholds of significant holdings in publicly traded companies. The core of the announcement centers on the redistribution or change in the concentration of power among the agreement's participants. While the specific percentage changes are contained within the attached notification, the primary purpose of the disclosure is to maintain transparency regarding the control of the Warsaw-listed entity. This event reflects a moment of corporate restructuring or investment adjustment within the leadership and major stakeholder group of the studio, which is known for its high-profile AAA shooter titles. The scope of this disclosure is limited to the internal shareholding dynamics of PCF Group S.A. as of late June 2023. It serves as a critical data point for market analysts tracking the governance and stability of the company. By fulfilling these reporting obligations, the management board ensures that the market is informed of any shifts in the influence exerted by the primary voting bloc, which can impact future strategic decisions and the overall corporate trajectory of the developer.

mergers-acquisitions investment europe+1

PCF GroupJun 2023

Legal

PCF Group Current Report No. 27/2023: Resolutions of Ordinary General Meeting

The Ordinary General Meeting of PCF Group S.A., held on June 27, 2023, resulted in the formal adoption of several key resolutions governing the company’s financial and operational oversight. The primary purpose of the assembly was to review and approve the management board’s activity reports and the financial statements for the 2022 fiscal year. These proceedings cover the consolidated performance of the People Can Fly group, a major international game developer headquartered in Warsaw, reflecting its status as a publicly traded entity on the Warsaw Stock Exchange. A central outcome of the meeting was the decision regarding the allocation of the company’s net profit for 2022. Shareholders approved the distribution of earnings, ensuring the stabilization of the firm's capital base. Furthermore, the assembly granted a vote of approval to the members of the Management Board and the Supervisory Board, formally validating their performance and discharge of duties during the preceding financial year. This process is a standard regulatory requirement under Polish financial law, specifically adhering to the Minister of Finance’s regulations on current and periodic information for securities issuers. The scope of these resolutions encompasses the entirety of PCF Group’s global operations during the 2022 period, including its various development studios and intellectual property holdings. By formalizing these administrative and financial results, the company maintains its transparency requirements for investors and regulatory bodies. The documentation confirms that all resolutions were passed in accordance with legal protocols, providing a clear mandate for the leadership team to continue executing the group’s long-term development strategy within the competitive AAA game development segment.

investment mergers-acquisitions funding+2

PCF GroupJun 2023

Legal

PCF Group Current Report No. 28/2023: Shareholders with 5%+ Votes at OGM 2023

The shareholder structure of PCF Group S.A., operating under the People Can Fly brand, reflects a highly concentrated voting power centered on its primary leadership. During the Ordinary General Meeting held on June 27, 2023, the distribution of votes revealed that a single individual maintains dominant control over the company’s strategic direction. This disclosure, mandated by Polish public offering regulations, focuses specifically on shareholders holding at least five percent of the total votes represented at the meeting. Sebastian Wojciechowski serves as the principal shareholder, exercising 14,969,480 votes during the proceedings. This volume of shares represents 44.78% of the total voting rights within the entire company. However, based on the actual attendance at the June 2023 assembly, these holdings accounted for a commanding 99.76% of the votes cast during the meeting. This indicates that while the total share capital is more broadly distributed, the active participation in corporate governance is almost entirely represented by the majority owner. The scope of this data is limited to the specific corporate event held in Warsaw for the 2023 fiscal cycle. It highlights a common trend in the Polish gaming industry where founders or key executives retain significant influence over public entities. The methodology for these findings relies on the official attendance register and the verification of voting rights as of the meeting date. The results confirm that for the purposes of the 2023 Ordinary General Meeting, no other institutional or private investors reached the five percent threshold of represented votes, leaving the executive leadership with nearly unilateral decision-making authority.

investment market-analysis poland+1

PCF GroupJun 2023

Legal

Resolutions Adopted at the Ordinary General Meeting of PCF Group S.A. in Warsaw on 27 June 2023

The Ordinary General Meeting of PCF Group S.A., held on June 27, 2023, in Warsaw, resulted in the adoption of fifteen resolutions concerning the company’s governance and financial performance for the 2022 fiscal year. The meeting was attended by shareholders representing 15,005,557 shares, which accounts for approximately 44.89% of the total share capital. All resolutions were passed with unanimous support from the voting shares present. Key financial findings for the period ending December 31, 2022, were formally approved. The standalone financial statement for PCF Group S.A. reported total assets of 324.5 million PLN and a net profit of 42.3 million PLN. On a consolidated basis, the PCF Group Capital Group reported total assets of 350.8 million PLN and a net profit of 21.9 million PLN. Shareholders resolved to allocate the entire standalone net profit of 42.3 million PLN to the company’s supplementary capital, rather than distributing it as dividends. The governance proceedings included the formal approval of the Management Board’s activity reports and the Supervisory Board’s reports, including the Audit Committee’s activities. Discharge of duties, or "absolutorium," was granted to the President of the Management Board, Sebastian Wojciechowski, and all members of the Supervisory Board, including Mikołaj Wojciechowski, Kuba Dudek, Jacek Pogonowski, Barbara Sobowska, Aleksander Ferenc, and Dagmara Zawadzka. The meeting also confirmed the appointment of Sebastian Wojciechowski as the Chairman of the Assembly and waived the appointment of a Scrutiny Committee in favor of an electronic voting system.

mergers-acquisitions investment europe+1

PCF GroupJun 2023

Legal

PCF Group S.A. Articles of Association (Consolidated Text, June 2023)

PCF Group S.A., a Warsaw-based joint-stock company, operates indefinitely within the global gaming and information technology sectors. The corporate framework establishes a share capital of 668,587.34 PLN, divided into more than 33 million ordinary shares across multiple series with a nominal value of 0.02 PLN each. The primary business activities encompass a broad range of digital media services, specifically focusing on computer game publishing, software development, and motion picture production. This structure facilitates a transition from a limited liability entity into a public-facing corporation capable of sustained international operations. Governance is managed through a tripartite system consisting of the General Meeting, the Management Board, and the Supervisory Board. A significant feature of this structure is the retention of personal appointment rights by key stakeholders. The SW Shareholder maintains the authority to appoint the President of the Management Board as long as they hold a 25% voting stake, while a Group of Authorized Shareholders retains the right to appoint the majority of the Supervisory Board, including its Chairperson, provided they maintain at least 40% of total votes. These provisions ensure stability and continuity in leadership among the company’s founding or primary investors. Operational integrity is reinforced through strict financial oversight and procedural requirements. The Supervisory Board must maintain an Audit Committee with at least two independent members to oversee financial reporting and auditor independence. Management compensation is regulated by the Supervisory Board, with specific allowances for additional pay related to game production and creative services. The fiscal year follows the calendar year, requiring the Management Board to submit comprehensive financial reports for approval within six months of year-end. These protocols, combined with specific quorum and majority requirements for board resolutions, establish a rigorous framework for corporate accountability and strategic management.

mergers-acquisitions europe marketing+2

PCF GroupJun 2023

Legal

PCF Group Current Report No. 26/2023: Registration of Share Capital Increase

PCF Group S.A., the Warsaw-based parent company of the game development studio People Can Fly, has finalized a significant corporate restructuring of its financial foundation. On June 22, 2023, the District Court for the Capital City of Warsaw officially registered an increase in the company’s share capital and corresponding amendments to its Articles of Association. This legal milestone follows a resolution passed during the Extraordinary General Meeting held in February 2023, which authorized the issuance of new Series F ordinary shares. The capital increase involved raising the total share capital from 601,726.60 PLN to 668,587.34 PLN. This growth was achieved through the issuance of 3,343,037 Series F ordinary bearer shares, each carrying a nominal value of 0.02 PLN. As part of this strategic move, existing shareholders were deprived of their pre-emptive rights to the Series F shares, facilitating a streamlined entry for new investment. The newly issued shares and related rights are slated for dematerialization and admission to trading on the regulated market of the Warsaw Stock Exchange. Following this registration, the total number of votes resulting from all issued shares stands at 33,429,367. The company’s share structure is now diversified across several series, including 27,500,000 Series A shares, over 2 million Series B shares, and smaller tranches of Series D and E shares, with the new Series F shares representing approximately 10% of the total share volume. This administrative action solidifies the company's expanded equity base as it continues its operations within the global gaming industry.

investment mergers-acquisitions game-publishing+2

PCF GroupJun 2023

Legal

PCF Group Current Report No. 25/2023: Completion of Series F Share Subscription

PCF Group S.A., the parent company of the game development studio People Can Fly, announced the successful completion of its Series F share subscription on June 20, 2023. This private subscription involved the issuance of 3,343,037 ordinary bearer shares with a nominal value of 0.02 PLN each. The primary objective of the issuance was to raise capital through a private placement directed at select institutional investors. The book-building process for the offering took place between May 29 and June 1, 2023, with the share subscription agreements finalized by June 6, 2023. All shares were acquired by two investors at an issue price of 40.20 PLN per share. The total gross value of the offering reached 134,390,087.40 PLN. All contributions for the Series F shares were made in cash and were fully paid by June 9, 2023. Because the offering was conducted via private subscription and all shares were successfully subscribed to through individual agreements, no formal allotment process or reduction rate was applicable. The scope of this financial activity was primarily centered in Poland, though the legal framework adhered to both local commercial codes and European Union market abuse regulations. While the total value of the subscription is confirmed, the specific costs associated with the issuance—such as brokerage and advisory fees—were not finalized at the time of reporting. The company committed to disclosing these final costs and their impact on financial statements in a subsequent report once all invoices are processed. This capital increase represents a significant liquidity event for the Warsaw-based developer as it continues its operations in the global gaming industry.

investment funding market-analysis+2

PCF GroupJun 2023

Legal

PCF Group Current Report No. 24/2023: Letter of Intent Signed for New Game Project

PCF Group S.A. has entered into a non-binding letter of intent with a prominent United States-based entertainment entity to develop a new virtual reality title under the code name Project Dolphin. This collaboration marks a strategic expansion into the VR action and combat genre, with the project slated for release on both current and future major virtual reality hardware platforms. The agreement outlines a work-for-hire development model, where the studio will execute the project on behalf of the publisher in exchange for fixed remuneration rather than retaining intellectual property rights. The financial scope of the production is significant for the VR segment, with an estimated development budget ranging between 16 million and 24 million USD. Under the proposed terms, the publisher will retain full ownership of the intellectual property and all associated rights resulting from the development process. This partnership aligns with the studio’s broader strategy of diversifying its project portfolio while leveraging external funding for high-fidelity production. The development timeline aims for completion by the end of 2025. While the letter of intent establishes the framework for the partnership and triggers formal negotiations for a definitive development agreement, it remains non-binding at this stage. The finalization of the contract is subject to successful negotiations, and the studio maintains a neutral outlook regarding the certainty of the final execution. This disclosure, issued in mid-2023, reflects the company's ongoing efforts to secure large-scale production contracts within the global gaming market.

game-development vr europe+2

PCF GroupJun 2023