PCF Group

Game Co.

601 documents

Documents

Current Report No. 52/2023: Credit Agreement of PCF Group S.A.

The report details the conclusion of two renewable credit agreements between PCF Group S.A. and Bank Polska Kasa Opieki S.A., finalized on 12 October 2023. The first agreement provides a maximum loan of PLN 30,000,000 for financing on‑demand game production costs; the second offers a maximum loan of €4,426,444 for similar purposes. Both lines have a three‑year utilization period and repayment horizon, with interest calculated annually as the sum of a fixed margin and the variable WIBOR rate. Fees for loan availability and guarantees from Bank Gospodarstwa Krajowego are set at market‑typical terms. Security for the bank’s claims comprises equal‑priority collateral, including financial pledges on all shares held by PCF Group in Incuvo S.A., pledges on the company’s bank accounts, a 150 % payment‑obligation declaration under civil procedure law, and up to 80 % guarantees from Bank Gospodarstwa Krajowego secured by blank promissory notes and related declarations. The agreements also contain standard suspension conditions for disbursement, routine information obligations post‑activation, and covenants restricting changes to the core business or additional borrowing. Breach of these covenants grants the bank rights to terminate the agreement or suspend further financing. The scope is limited to PCF Group S.A., a Warsaw‑based entity, with the agreements covering Polish and Euro denominated credit lines for game production financing. The methodology is a contractual disclosure under Article 17(1) of the MAR regulation, with no survey or external data sources referenced.

investment funding europe

PCF Group

Report

Current Report No. 44/2021: Information on Transactions by Persons Discharging Managerial Responsibilities

The report discloses a transaction involving a senior executive of PCF Group S.A. On 13 October 2021, the company’s President of Management acquired shares in PCF Group S.A., a transaction reported to regulatory authorities on 18 October 2021. The disclosure is made pursuant to Article 19(3) of the MAR regulation, which requires public companies to provide timely information on transactions by persons exercising managerial responsibilities. The report is dated 18 October 2021 and serves to inform shareholders and the market of the share purchase by a key executive. No additional details such as the number of shares, transaction value, or price are provided within this brief notice; the full notification is attached as an annex. The scope of the disclosure is limited to a single transaction by one executive within PCF Group S.A., covering the Polish market and the period up to 18 October 2021. The methodology follows regulatory reporting requirements, with the company submitting a formal notice to the relevant supervisory authority and publishing it for public access. The report confirms compliance with disclosure obligations under MAR, ensuring transparency regarding insider trading activity by senior management.

investment europe

PCF Group

Report

Independent Auditor's Report: Annual Financial Statement 2020

The audit opinion confirms that PCF Group’s 2020 financial statements present a true and fair view of the company’s assets, liabilities, equity, income, expenses, and cash flows as of 31 December 2020. The statements comply with International Financial Reporting Standards, IFRS, and related EU regulations, and are based on properly maintained accounting records. The auditor’s responsibility was carried out under Polish auditing law, the International Standards on Auditing (ISA), and the EU Regulation 537/2014. Independence was maintained in accordance with IESBA ethics, and the audit team performed sufficient procedures to obtain reasonable assurance that no material misstatement exists due to error or fraud. Key audit focus areas included the valuation of contract‑based receivables and obligations, where complex, frequently modified agreements required significant judgment. The auditor evaluated the company’s revenue recognition policies under IFRS 15, assessed estimates of variable consideration such as bonuses and warranties, and reviewed the allocation of transaction prices to identified performance obligations. These matters were disclosed in Notes 3 and 18 of the financial statements. The audit also covered other information, including the annual report and corporate governance statement. The auditor expressed an unqualified opinion on these disclosures, finding them prepared in accordance with applicable laws and consistent with the financial statements. No material misstatements were identified, and no prohibited non‑audit services were rendered during the engagement.

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PCF Group

Report

Review Report of the Condensed Interim Consolidated Financial Statement: 2023

The review confirms that the condensed interim consolidated financial statements of PCF Group Spółka Akcyjna, covering the period from 1 January to 30 June 2023 and prepared in accordance with International Financial Reporting Standard 34, are presented fairly in all material respects. The statements include the balance sheet as of 30 June 2023, income statement, statement of comprehensive income, changes in equity and cash‑flow statement for the six‑month period, along with selected explanatory notes. The audit engagement was performed by Grant Thornton Polska Prosta spółka akcyjna, a member of the Grant Thornton International network, under the Polish National Standard for Review 2410 (equivalent to ISA 240). The review involved inquiry procedures directed at finance and accounting personnel, analytical testing, and other review procedures. Because the scope of a review is limited compared to an audit, no assurance is provided that all material misstatements have been identified; consequently, the engagement does not express an audit opinion. The review was concluded on 21 September 2023, with the auditor’s report signed by Jan Letkiewicz, a qualified auditor (registration number 9530). The document applies exclusively to the Polish jurisdiction and pertains solely to the PCF Group’s consolidated interim financial reporting for the first half of 2023.

investment europe market-analysis

PCF Group

Report

Załącznik do Raportu bieżącego nr 17/2023Zasady subskrypcji w związku z emisją i ofertą akcji zwykłych na okaziciela serii F spółki PCF Group S.A. z siedzibą w Warszawie

NINIEJSZY DOKUMENT NIE JEST PRZEZNACZONY DO DYSTRYBUCJI, BEZPOŚREDNIO CZY POŚREDNIO, NA TERYTORIUM ALBO DO STANÓW ZJEDNOCZONYCH AMERYKI, AUSTRALII, KANADY LUB JAPONII ANI INNYCH KRAJÓW, GDZIE PUBLIKACJA, OGŁOSZENIE, DYSTRYBUCJA LUB PRZESŁANIE BYŁOBY NIEZGODNE Z PRAWEM. NINIEJSZY DOKUMENT NIE STANOWI OFERTY PAPIERÓW WARTOŚCIOWYCH W JAKIEJKOLWIEK JURYSDYKCJI. PROSIMY O ZAPOZNANIE SIĘ Z ZASTRZEŻENIAMI PRAWNYMI ZAMIESZCZONYMI NA KOŃCU NINIEJSZEGO DOKUMENTU.

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PCF Group

Report

List of Proposed Amendments to the Articles of Association: PCF Group S.A.

PCF Group S.A. has proposed a formal amendment to its Articles of Association to expand the scope of its registered business activities. The primary objective of this update is to incorporate professional business and management consulting services into the company’s official operational profile. By adding the PKD code 70.22.Z, which covers other business and management consultancy activities, the company seeks to broaden its legal capacity to provide strategic advisory services alongside its existing core operations. The proposed change involves inserting this new activity into the existing list of services, necessitating a renumbering of the subsequent items in the Articles of Association. The current list already encompasses a wide range of activities, including software development, game production, publishing, and various multimedia and artistic services. This adjustment reflects a strategic move to align the company’s formal documentation with its evolving business interests. This administrative update is limited to the company’s internal governance and regulatory compliance within the Polish legal framework. The amendment does not alter the company’s fundamental focus on the gaming and technology sectors but rather provides the necessary legal flexibility to engage in broader management consulting engagements. The proposal maintains the company's established operational structure while ensuring that its formal registration accurately reflects its current and future business capabilities.

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PCF Group

Report

Uchwały Rady Nadzorczej PCF Group S.A. dotyczące spraw wprowadzonych do porządku obrad Nadzwyczajnego Walnego Zgromadzenia: 24 maja 2021

The document records the supervisory board’s approvals of several proposals presented at PCF Group S.A.’s extraordinary general meeting on 24 May 2021. The board, acting under its bylaws and the company’s articles, issued a series of resolutions (Nos. 4/2021 to 7/2021) that endorse the draft motions submitted by management. Each resolution confirms a positive opinion on specific items: adoption of the meeting agenda, a capital increase through issuance of Series D ordinary shares, removal of existing shareholders’ rights to subscribe for all Series D shares, application for listing and dematerialisation of Series D on the Warsaw Stock Exchange, and amendments to the company’s articles enabling further capital increases within a target capital framework with optional exclusion of subscription rights for current shareholders. The resolutions reference the company’s 16/2021 interim report, which served as an attachment to each motion. All approvals take effect immediately upon adoption. The scope is limited to PCF Group S.A., a Warsaw‑based listed entity, and concerns corporate governance and capital structure changes for the fiscal year 2021. No survey or external data sources are cited; the methodology consists of board review and formal endorsement under Polish corporate law.

investment europe

PCF Group

Report

Assessment of Annual Financial Statements and Management Board Report: 2021

The assessment confirms that PCF Group S.A.’s 2021 annual financial statements, both the standalone and consolidated reports, present a reliable picture of the company’s assets, liabilities, equity, income, and cash flows in accordance with International Financial Reporting Standards adopted by the European Union. The audit opinion affirms that the statements are free from material misstatement, comply with applicable accounting legislation and ministerial regulations, and were prepared within the prescribed deadlines. The supervisory board’s review of the management report and corporate governance declaration also concludes that these documents accurately reflect the group’s performance, development, and adherence to governance principles. Methodologically, the evaluation relied on the external auditor’s report, the board’s examination of accounting records and supporting documentation, and a video conference with the auditor to discuss findings. The scope covers PCF Group S.A. and its capital group for the fiscal year ending 31 December 2021, with no geographic or sectoral limitations beyond the company’s operations. The report underscores that all financial disclosures align with statutory requirements, including those concerning non‑EU jurisdictions, and that the company’s governance statements meet regulatory expectations. Overall, the supervisory board endorses the financial and management reports as accurate, complete, and compliant with relevant standards.

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PCF Group

Report

Lista Proponowanych Zmian w Statucie Spółki: PCF Group S.A.

The proposed amendments aim to modernize and streamline the governance framework of PCF Group S.A., a Warsaw‑based company. Key changes focus on board composition, appointment procedures, and shareholder rights. The revised § 13 eliminates the former special voting rights of a single shareholder (SW) and replaces them with a uniform board appointment system governed solely by the supervisory board, which may designate at least one president or vice‑president. Board decisions now rely on simple majority voting, with the president’s vote decisive in ties, and representation rules are clarified for single‑member versus multi‑member boards. Compensation provisions remain but now allow separate remuneration contracts for advisory or game‑development services. Section 14 expands the board’s regulatory scope, adding a requirement for supervisory board approval of commitments exceeding 10 % of the company’s equity capital and for full intellectual‑property transfer of games. § 16 consolidates supervisory board appointments, removing the former group‑shareholder voting rights and establishing that all members are appointed by general meetings. The amendment to § 18 simplifies the audit committee’s composition, retaining independence criteria but dropping the explicit requirement for a shareholder‑appointed member. Finally, § 21 refines the process for filling vacancies in the supervisory board through co‑optation and clarifies the timing of approvals. Collectively, these changes reduce special shareholder influence, clarify decision‑making thresholds, and align governance practices with contemporary corporate standards. The amendments apply to the company’s Polish jurisdiction and affect all corporate governance segments, including board structure, supervisory oversight, and shareholder participation.

investment europe

PCF Group

Report

Current Report No. 46/2025: Satisfaction of the Condition Precedent in the Agreement with Square Enix Limited

PCF Group S.A. has successfully satisfied the condition precedent established in its November 2025 agreement with Square Enix Limited regarding the development of project Gemini. By delivering and receiving formal verification of the required closing kit, the company has triggered the final legal and financial provisions governing the termination of its partnership with the London-based publisher. This milestone marks the formal conclusion of the collaborative development phase for the project. The fulfillment of these conditions results in the immediate dissolution of two primary production and publishing agreements: the August 2020 contract concerning project Gemini and the February 2016 contract concerning project Madness. Both parties have committed to finalizing all outstanding financial settlements for project Gemini according to a pre-established schedule. Furthermore, the agreement includes a mutual waiver of all potential claims arising from the historical cooperation between the two entities. This development effectively concludes the formal business relationship between PCF Group and Square Enix regarding these specific titles. The resolution provides a clear path for final accounting and the cessation of contractual obligations, allowing both parties to move forward without the burden of ongoing litigation or unresolved claims related to their previous development efforts.

game-publishing mergers-acquisitions investment+2

PCF Group

Report

Current Report No. 47/2023: Change in the Share of Voting Rights

The current report No. 47/2023 from PCF Group S.A. announces a change in the ownership structure of the company, specifically regarding the share capital and total voting rights held by parties to a settlement agreement. The notification was received on 1 September 2023 and is submitted pursuant to Article 69 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (dated 29 July 2005). The report confirms that the management board has incorporated this notification as an appendix to the current filing. No further details regarding the magnitude of the change, the parties involved, or the impact on corporate governance are disclosed within the brief report. The document serves to inform shareholders and regulatory authorities of the updated ownership stakes in accordance with statutory disclosure requirements. The scope is limited to PCF Group S.A., a Warsaw‑based public company, and pertains solely to the date of 1 September 2023. No methodology or data sources beyond the legal notification are referenced, as the report functions primarily as a compliance announcement rather than an analytical study.

investment europe

PCF Group

Report

Current Report No. 23/2025: Commencement of Book Building Process

PCF Group S.A., a Warsaw-based entity, has officially initiated a book-building process for the issuance of up to 6,670,000 Series H ordinary bearer shares. The primary objective of this capital raise is to secure approximately 20 million PLN to stabilize the company’s short-term financial liquidity and provide necessary working capital. These funds are intended to support the ongoing execution of contracts within the company’s work-for-hire business model, facilitating a predictable and orderly scaling of operations while maintaining cost discipline to restore operational profitability. The offering process is being conducted in accordance with resolutions adopted by the company’s management board on August 6, 2025, with Trigon Dom Maklerski S.A. and Trigon Investment Banking serving as the lead entities for the subscription. To support the offering, the company has established July 31, 2025, as the preference date for existing shareholders. Additionally, Sebastian Wojciechowski, the company’s President and a significant shareholder, has declared an intention to participate in the book-building process and subsequent offering, committing to acquire Series H shares for up to 5 million PLN, provided his allocation does not exceed 50% of the total shares issued in this offering. The scope of this offering is restricted to jurisdictions where such activity is legally permissible, specifically excluding the United States, Australia, Canada, Japan, and South Africa. The shares are being offered exclusively to qualified investors in compliance with relevant European Union and local regulations, and no prospectus is required for this issuance. The company remains subject to existing lock-up agreements regarding its shares, which extend through December 31, 2027, with specific provisions for future long-term incentive programs involving call options.

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PCF Group