PCF Group

PCF Group S.A., the parent company of game development studio People Can Fly, announced on August 18, 2023, the formal conclusion of subscription agreements for its Series G ordinary bearer shares. This regulatory filing confirms that the company has entered into agreements with investors for the issuance of 2,510,904 new shares. A critical milestone of this capital increase is the confirmation that all required cash contributions to cover the Series G shares have been paid in full.

The scope of this issuance is governed by European Union Market Abuse Regulations and Polish public offering laws. While the company is headquartered in Warsaw and listed on the Polish market, the document emphasizes strict jurisdictional limitations. The offering was not registered under the U.S. Securities Act of 1933 and was specifically excluded from public distribution in the United States, Australia, Canada, South Africa, and Japan. Instead, the shares were directed toward "qualified investors" within the European Economic Area and specific professional investors in the United Kingdom, following exemptions that precluded the need for a formal prospectus.

The methodology for this capital raise relied on private subscription agreements rather than a broad public retail offering. The primary purpose of the announcement is to satisfy transparency requirements for listed companies regarding significant changes in share capital. While the document does not disclose the specific identity of the participating investors or the exact valuation per share, it confirms the successful execution of the Series G round and the total influx of the intended capital into the company’s accounts.

PCF Group S.A., the parent company of game development studio People Can Fly, announced the final terms for its Series G share issuance following the completion of a book-building process on August 10, 2023. This issuance is part of a broader capital increase strategy previously authorized by the company’s Extraordinary General Meeting. The primary purpose of the announcement is to disclose the specific volume and pricing of the new shares to be offered to investors.

The company determined that it will offer a total of 2,510,904 Series G ordinary bearer shares. A significant portion of this issuance, totaling 251,091 shares, is specifically designated for Krafton, Inc., in accordance with a prior investment agreement and subsequent addendum established in June 2023. The issue price for all participating investors, including Krafton, has been set at PLN 40.20 per share.

The scope of this issuance is restricted to qualified institutional investors and professional clients, primarily within the European Economic Area and the United Kingdom. Strict geographic exclusions apply, with the offer explicitly not extended to the United States, Australia, Canada, Japan, or South Africa. The issuance is conducted under exemptions provided by the EU Prospectus Regulation, meaning no formal prospectus was required for the offering.

The methodology for determining these figures relied on a private subscription process and a book-building exercise managed by the company’s board. The announcement maintains a strictly neutral and regulatory tone, emphasizing that the information is provided for compliance with market abuse regulations and does not constitute a public offering or investment recommendation. All forward-looking statements regarding the company's future performance are characterized as subject to significant market risks and uncertainties.

PCF Group S.A. is executing a private subscription of up to 2,510,904 Series G common shares, representing approximately 7% of the company’s share capital, for listing on the Warsaw Stock Exchange. The issuance is strategically designed to raise capital while offering priority rights to existing shareholders holding at least 0.25% of voting rights, thereby allowing them to maintain their current equity stakes. To comply with European Union prospectus exemptions, the offer targets qualified investors and those capable of a minimum investment of EUR 100,000. Notably, the offering excludes investors from Russia and Belarus in accordance with EU sanctions and prohibits distribution in several international jurisdictions, including the United States, Canada, and Japan.

The capital increase involves a significant strategic component through an agreement with KRAFTON Inc., which is allocated 251,091 shares at a fixed price of 40.20 PLN. This transaction is intended to bring KRAFTON’s total ownership in the company to 10%. For other participants, the share price and final allocation are determined through an accelerated book-building process conducted in August 2023. This structured approach ensures a rapid infusion of capital while strengthening the partnership between the Polish developer and its major international strategic investor.

The subscription process concludes with a strict timeline for payment and registration, requiring all funds to be settled by August 18, 2023. Following the successful collection of funds, the company will proceed with the dematerialization of securities and the registration of Rights to Shares on the Warsaw Stock Exchange. In the event that the capital increase is not registered by the court, the framework provides for a full refund of the emission price to investors. This issuance serves as a critical financial maneuver to bolster the company’s balance sheet and support its ongoing development projects within the global gaming market.

PCF Group S.A., the parent company of game development studio People Can Fly, announced on August 9, 2023, the commencement of a private subscription offering and bookbuilding process for up to 2,510,904 new Series G common bearer shares. This capital increase is conducted through a conditional share placement agreement with Trigon Dom Maklerski, WOOD & Company Financial Services, and Trigon Investment Banking. The primary objective is to secure funding through qualified institutional buyers and professional investors while bypassing the requirement for a formal prospectus under European Union regulatory exemptions for issuances representing less than 20% of existing shares over a 12-month period.

The offering is geographically restricted, specifically excluding the United States, Australia, Canada, Japan, and South Africa, and is conducted as offshore transactions under Regulation S of the U.S. Securities Act. Participation is limited to qualified investors or those committing at least 100,000 EUR. Existing shareholders holding at least 0.25% of total voting rights as of August 7, 2023, are granted a preference in the allocation process, provided they can document their holdings through their respective investment firms.

The agreement includes a lock-up provision where the company commits to a standstill period regarding further share issuances for 180 days following the first listing of the new shares or 210 days from the agreement date, whichever occurs first. Additionally, key shareholder and CEO Sebastian Wojciechowski remains bound by existing lock-up arrangements. PCF Group intends to apply for the admission of these new shares and related rights to trading on the Warsaw Stock Exchange (GPW) following the successful completion of the bookbuilding process and subsequent share registration.

PCF Group S.A., the Warsaw-based parent company of game developer People Can Fly, held an Extraordinary General Meeting on August 7, 2023, to authorize a significant capital increase through the issuance of Series G ordinary shares. The primary thesis of the meeting was to secure additional funding necessary to execute the company’s updated 2023 growth strategy, which focuses on self-publishing, Game-as-a-Service (GaaS) models, and expanding production teams for specific projects including Project Dagger, Bifrost, and Victoria.

The meeting resulted in the approval of a share issuance of at least one but no more than 2,510,904 new Series G shares with a nominal value of 0.02 PLN each. This issuance aims to raise at least 100.9 million PLN, effectively seeking to bridge the funding gap left by a previous Series F offering in June 2023, which raised 134.4 million PLN against a higher target. To facilitate a rapid capital raise, the assembly voted to deprive existing shareholders of their pre-emptive rights, opting instead for a private subscription via a book-building process targeted at qualified and institutional investors.

The scope of this corporate action is centered on the Polish capital market, with the new shares intended for listing on the Warsaw Stock Exchange. The methodology for the issuance involves a private placement exempt from a full prospectus requirement, utilizing a book-building mechanism to maximize proceeds based on market demand. While pre-emptive rights were waived, the resolution includes a preference right for existing shareholders holding at least 0.25% of the company’s votes to maintain their proportional ownership.

The resolutions were passed with high levels of shareholder participation, representing approximately 86.28% of the share capital. The critical Resolution 4, which authorized the capital increase and the exclusion of pre-emptive rights, received 28,838,521 votes in favor, with zero against and 3,507 abstentions. The Board of Directors is now authorized to finalize the issue price and execute the capital increase within six months of the meeting date.

The shareholder structure of PCF Group S.A., the Warsaw-based developer known as People Can Fly, was formally disclosed following the Extraordinary General Meeting held on August 7, 2023. This regulatory filing identifies the major stakeholders who held at least 5% of the voting rights during the session, providing a snapshot of the company’s concentrated ownership and corporate governance landscape at that time. The data reflects both the total voting power within the company and the proportional influence exerted by these key entities during the specific proceedings of the meeting.

Sebastian Wojciechowski remains the dominant shareholder, exercising 14,969,480 votes, which represents 44.78% of the total voting rights in the company and 51.90% of the votes present at the meeting. Krafton Inc. holds a significant strategic position as the second-largest entity, accounting for 10.00% of the total votes and 11.59% of the votes at the assembly. This highlights a blend of internal leadership control and substantial international industry investment within the firm’s capital structure.

Individual stakeholders Bartosz Kmita, Krzysztof Dolaś, and Bartosz Biełuszko also maintain influential positions. Kmita held 7.72% of the total voting power, while Dolaś and Biełuszko held 5.43% and 5.40% respectively. Collectively, these five shareholders represent the vast majority of the decision-making power during the Extraordinary General Meeting. The figures are presented in accordance with Polish public offering and financial instrument regulations, ensuring transparency regarding the entities that steer the strategic direction of this major European game development studio.

PCF Group S.A., the Warsaw-based parent company of the game development studio People Can Fly, has finalized the administrative process for the registration of a significant volume of new securities. Following an announcement from the National Depository for Securities (KDPW) issued on July 18, 2023, the company confirmed the formal entry of 3,479,141 ordinary bearer shares into the securities depository. This total comprises shares from both Series E and Series F, each carrying a nominal value of 0.02 PLN per share.

The registration of these securities is scheduled to take effect on July 19, 2023, under the existing ISIN code PLPCFGR00010. This action follows previous regulatory filings and corporate actions initiated earlier in the month, specifically referencing reports from July 12 and July 17, 2023. By integrating these new series into the central depository, the company completes a necessary step for the shares to be traded on the public market, effectively expanding the total share capital of the entity.

This corporate update serves as a formal notification to investors and regulatory bodies regarding the technical execution of the share issuance. The scope of this action is limited to the Polish capital market and pertains specifically to the financial structure of PCF Group S.A. as a publicly traded developer. The move reflects the ongoing capital management strategies of the studio as it maintains its listing on the Warsaw Stock Exchange and manages its equity obligations under Polish financial regulations.

PCF Group S.A., the parent company of the game development studio People Can Fly, has secured the admission and introduction of its Series E and Series F ordinary bearer shares to trading on the Main Market of the Warsaw Stock Exchange. This regulatory milestone follows the adoption of Resolution No. 745/2023 by the Exchange Management Board on July 17, 2023. The action facilitates the expansion of the company’s publicly traded equity as part of its ongoing capital management strategy within the Polish financial market.

The specific securities admitted to trading include 136,104 Series E shares and 3,343,037 Series F shares, each carrying a nominal value of 0.02 PLN. The formal introduction of these shares to the primary market was scheduled for July 19, 2023. This timeline was contingent upon the National Depository for Securities registering the shares and assigning them the ISIN code PLPCFGR00010 on the same date.

This administrative development reflects the company's compliance with Polish financial regulations regarding the disclosure of current and periodic information by securities issuers. By transitioning these specific share series into active trading, the company ensures greater liquidity and transparency for its investors. The resolution took effect immediately upon its adoption, marking a finalized step in the technical process of listing these new tranches of equity on the regulated market.

PCF Group S.A., the Warsaw-based parent company of the People Can Fly development studio, has secured the conditional registration of a significant volume of new shares within the National Depository for Securities (KDPW). This regulatory milestone, announced in July 2023, involves the registration of 136,104 Series E ordinary bearer shares and 3,343,037 Series F ordinary bearer shares. Each share carries a nominal value of 0.02 PLN. This action serves as a critical administrative step in the company’s capital expansion and its ongoing integration into the public equity markets.

The registration is executed under the ISIN code PLPCFGR00010, ensuring these new securities are fungible with the company’s existing shares already trading on the regulated market. However, the registration remains conditional upon the formal introduction of these specific Series E and Series F shares to trading on the Warsaw Stock Exchange. This process aligns with standard Polish financial regulations regarding the periodic and current reporting requirements for public issuers.

By facilitating the entry of over 3.4 million new shares into the depository system, the company is finalizing the technical requirements necessary for increased liquidity and broader shareholder participation. The scope of this action is centered on the Polish capital market and reflects the corporate governance and financial structuring of a major player in the international AAA game development segment. The finalization of this process will be confirmed through a subsequent operational communique from the KDPW once the trading conditions are fully met.

This regulatory announcement, issued on July 10, 2023, serves as an official notice from the Management Board of PCF Group S.A. regarding the convening of an Extraordinary General Meeting (EGM). The primary purpose of the document is to fulfill legal disclosure requirements for public companies listed in Poland, specifically notifying shareholders of the upcoming assembly scheduled for August 7, 2023, at 11:00 AM in Warsaw.

The scope of the announcement covers the corporate governance and capital structure activities of PCF Group S.A., a prominent game development studio. While the document focuses on the formal convocation of the EGM, it highlights that the meeting's agenda includes resolutions concerning a new share issue. The board provides public access to the full text of the announcement, draft resolutions, and relevant Supervisory Board opinions through this filing.

A significant portion of the text is dedicated to legal disclaimers regarding the potential offering of "New Issue Shares." It specifies that the shares are not being registered under the U.S. Securities Act of 1933 and are intended for qualified investors in the European Economic Area and specific institutional buyers elsewhere. The document emphasizes that it does not constitute a public offering or a prospectus in any jurisdiction outside of Poland, including the United States, Australia, Canada, Japan, or South Africa.

The methodology for this disclosure follows Article 17(1) of the EU Market Abuse Regulation and Polish financial oversight statutes. The tone is strictly professional and analytical, aimed at ensuring regulatory compliance while managing investor expectations regarding forward-looking statements and the inherent risks of securities investment.

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.

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.