PCF Group

PCF Group S.A., the Warsaw-based parent company of the People Can Fly game development studio, finalized the financial accounting for its Series B share subscription and public offering in May 2021. This regulatory disclosure serves as a formal supplement to previous reporting from late 2020, detailing the specific expenditures incurred during the capital increase process. The scope of the data covers the full duration of the offering, with costs allocated across the 2020 and 2021 fiscal years.

The total cost associated with the issuance of Series B ordinary bearer shares amounted to 6.327 million PLN. The largest portion of this expenditure, totaling 4.180 million PLN, was dedicated to the preparation and execution of the offer. Additional significant costs included 2.071 million PLN for the preparation of the prospectus and related advisory services, while promotional activities accounted for 76 thousand PLN. No costs were attributed to underwriters, as the company did not enter into any underwriting agreements for this series. On a per-unit basis, the average cost of conducting the subscription or sale was 1.53 PLN per share.

The accounting methodology distributed these costs between the company’s supplementary capital and operating expenses. In 2020, 2.235 million PLN was recorded, with 1.067 million PLN reducing supplementary capital from the share premium and 1.168 million PLN recognized as operating costs. In 2021, the remaining 4.092 million PLN was accounted for, with 2.052 million PLN reducing supplementary capital and 2.040 million PLN categorized as operating expenses. This financial structuring followed the formal court registration of the Series B shares in January 2021, marking the completion of the capital raise cycle for the developer.

The executive leadership of PCF Group S.A., a Warsaw-based game development studio known as People Can Fly, disclosed a significant change in the potential shareholding structure involving its primary stakeholder. On May 4, 2021, the company received formal notification from Sebastian Wojciechowski regarding the issuance of a financial instrument. This instrument grants the right to acquire shares in the company at a future date, contingent upon the fulfillment of specific conditions precedent.

The disclosure was made in accordance with Polish market regulations, specifically Articles 69 and 69b of the Act on Public Offering. These regulations mandate the reporting of changes in major holdings and the creation of financial instruments that could lead to the acquisition of voting rights. The notification serves to inform the public and regulatory bodies of potential shifts in ownership and the long-term commitments made by the company’s leadership regarding their equity positions.

This regulatory filing focuses exclusively on the Polish capital market and the internal governance of PCF Group S.A. during the second quarter of 2021. While the specific volume of shares and the exact nature of the suspensive conditions were not detailed in the summary text, the filing confirms a strategic financial arrangement by a key insider that may impact the future distribution of voting power within the organization. The announcement reflects the ongoing transparency requirements for publicly traded gaming entities on the Warsaw Stock Exchange.

The management board of PCF Group S.A., a prominent international game developer headquartered in Warsaw, disclosed a significant change in the potential future ownership structure of its shares as of May 4, 2021. This regulatory notification, issued in compliance with Polish public offering laws, details a formal agreement involving Sebastian Wojciechowski, a key stakeholder and party to a shareholder agreement. The disclosure centers on the granting of a financial instrument that entitles a counterparty to acquire shares in the company at a future date, contingent upon the fulfillment of specific conditions precedent.

The scope of this notification is limited to the internal equity arrangements of PCF Group S.A. within the Polish capital market framework. While the specific number of shares or the exact nature of the conditions precedent are not detailed in the primary notification text, the filing serves as a mandatory transparency measure regarding instruments that could lead to a future shift in voting rights or share concentration. This action falls under the legal requirements for public companies to report any agreements or financial instruments that may impact the total proportion of votes held by significant shareholders or groups acting in concert.

The methodology for this disclosure follows the standard legal procedure for public companies listed on the Warsaw Stock Exchange, utilizing formal notifications from shareholders to the company’s management. By reporting this under the Act on Public Offering, the company ensures that investors are informed of potential changes in the influence of major shareholders. This specific event highlights the ongoing governance and equity management activities within the studio behind major titles like Outriders, reflecting the regulatory environment governing large-scale gaming enterprises in the European market.

This regulatory notification, filed in April 2021, details a change in the potential future shareholding structure of PCF Group S.A., a Polish public company. The primary purpose of the filing is to satisfy disclosure requirements under the Polish Act on Public Offering regarding the granting of financial instruments that may lead to a decrease in a major shareholder's voting rights. The notification is submitted by Sebastian Wojciechowski on behalf of a group of shareholders known as the Eligible Shareholders’ Undertaking, which includes Bartosz Kmita, Bartosz Biełuszko, and Krzysztof Dolaś.

The core finding is the execution of a conditional call option agreement between Sebastian Wojciechowski and Fiducie familiale Samuel Girardin 2020, a Canadian trust. Under this agreement, the trust is granted the right to purchase 387,714 ordinary bearer shares from Wojciechowski. This transaction represents 1.31% of the company’s share capital and total voting rights. The option is exercisable between January 1, 2025, and June 30, 2025, subject to specific condition precedents and closed periods.

At the time of the notification, the shareholder group collectively holds 21,063,804 shares, representing 71.25% of the company’s share capital and voting power. If the call option is fully exercised in the future, and assuming no other changes in ownership, the group’s direct stake would decrease to 20,676,090 votes, or approximately 69.94%. The filing also accounts for a minor indirect holding of 28 shares by Jan Ryszard Wojciechowski, which brings the total potential future holding to 69.9403% after the option exercise. The document confirms that no other subsidiaries or agreements regarding the transfer of voting rights exist for the parties involved.

People Can Fly Group experienced steady financial growth during the first quarter of 2021, characterized by a 19.1% year-over-year increase in total revenue to 30.9 million PLN. While adjusted EBITDA rose by 6.6% to reach 10.4 million PLN, net profit saw a 10% decline to 7.8 million PLN compared to the same period in 2020. A significant highlight of the quarter was a dramatic surge in net cash flow, which jumped by 2,390% to 106.1 million PLN, largely driven by capital activities and the company's public market presence.

The group’s operational footprint expanded significantly through international growth and strategic acquisitions. By May 2021, the corporate structure evolved to include new entities such as Game On Creative in Canada and People Can Fly Chicago in the United States, adding to existing studios in the UK and Poland. This expansion is reflected in the workforce growth, which increased by 7.1% to 301 employees and associates. Revenue remains heavily concentrated in development services, which accounted for 30.2 million PLN of the quarterly total, while external outsourcing activities contributed a smaller portion of the overall financial mix.

Strategic financial management during this period involved complex accounting adjustments related to subscription warrants for Square Enix and the forgiveness of a PPP loan. Following the acquisition of Game On Creative and private subscriptions, the shareholder structure shifted, with the majority stake remaining at approximately 65.9%. Additionally, the Board of Directors recommended a dividend payout of 0.19 PLN per share from the 2020 net profit, totaling 5.6 million PLN, while allocating the remaining 23.5 million PLN to reserve capital to support continued development.

On April 27, 2021, the Warsaw-based PCF Group S.A. executed an investment agreement to acquire 100% of the shares of Game On Creative, Inc., a Montreal-based studio specializing in animation, motion capture, and audio services. The acquisition aims to strengthen the Group’s AAA game development capabilities and its capacity to manage multiple concurrent projects by integrating specialized expertise in cinematics and audio production. Game On has a long-standing history as a production partner for People Can Fly, notably contributing to the title Outriders.

The transaction is valued at approximately 29.37 million PLN, with a provision for an earn-out adjustment based on Game On’s EBITDA performance from 2021 through 2025. A core component of the agreement is a reinvestment strategy where the seller, Fiducie familiale Samuel Girardin 2020, will use the entire sale proceeds to subscribe to 387,714 new Series D shares of PCF Group S.A. via a private placement. These shares, representing roughly 1.29% of the company’s share capital, are priced at 75.75 PLN per share and are subject to staggered lock-up agreements lasting through late 2024.

To secure the reinvestment, the agreement includes a conditional call option granted by PCF Group CEO Sebastian Wojciechowski, allowing the seller to acquire his personal shares if the new share issuance is not registered. Furthermore, the leadership structure will evolve as Game On founder Samuel Girardin joins the Group as Studio Head and President of People Can Fly Canada, Inc., while maintaining his role as President of Game On. The studio will continue to provide services to third-party clients alongside its internal contributions to the PCF Group.

This regulatory report, issued on April 27, 2021, details the acquisition of Game On Creative, Inc. by PCF Group S.A. (People Can Fly). The disclosure reveals previously delayed inside information regarding a non-binding letter of intent signed on March 11, 2021, and the subsequent execution of a definitive investment agreement. The transaction involves the 100% acquisition of the Montreal-based creative agency, which specializes in motion capture, cinematics, and audio for the global gaming industry.

The financial structure of the deal establishes a purchase price based on eight times Game On’s 2020 EBITDA, subject to adjustments for debt, working capital, and potential leakage. The acquisition is primarily financed through a private subscription of PCF Group Series D shares issued to the seller’s trust, SG Trust. To align long-term interests, the agreement includes a five-year earn-out provision granting the seller 5% of annual EBITDA if specific targets are met. Furthermore, most newly issued shares are subject to a lock-up period, and a call option mechanism is established should the share registration face delays beyond 2021.

Strategically, the acquisition integrates Game On into PCF Group’s North American operations. Samuel Girardin, the founder of Game On, transitions to the role of Studio Head at People Can Fly Canada while maintaining his presidency at Game On. PCF Group justified the initial delay in public disclosure under European Market Abuse Regulations to protect the integrity of negotiations and prevent third-party interference that could have compromised the transaction's terms or misled the public regarding the deal's certainty.

The Management Board of PCF Group S.A. issued this formal opinion on April 27, 2021, to justify the exclusion of existing shareholders' preemptive rights regarding the issuance of 387,714 Series D shares. This strategic move is directly linked to the acquisition of Game On Creative, Inc., a Montreal-based animation and audio production studio specializing in motion capture for AAA gaming titles. The issuance is structured as a private subscription exclusively for Fiducie Familiale Samuel Girardin 2020, a trust associated with the CEO of the acquired company.

The primary objective of this capital increase is to integrate Game On’s specialized technical capabilities into the PCF Group and to secure the long-term commitment of Samuel Girardin, who will serve as Studio Head at People Can Fly Canada. To ensure alignment with long-term corporate goals, 70% of the newly issued shares are subject to a lock-up agreement lasting until the end of 2024. The capital raised from this issuance is earmarked for further strategic expansion, including the acquisition of new development teams or the establishment of additional production studios, following the exhaustion of previous investment funds.

The issue price was set at 75.75 PLN per share, totaling approximately 29.4 million PLN. This valuation was determined based on the volume-weighted average price of the company’s shares on the Warsaw Stock Exchange over the 30 days preceding the acquisition date. The Management Board concludes that this pricing aligns with market standards and that the exclusion of preemptive rights is in the best interest of the company to facilitate its North American expansion and enhance its production capacity for high-end video game development.

The Management Board of PCF Group S.A., a prominent Polish game development studio, formally convened an Extraordinary General Meeting scheduled for May 24, 2021, in Warsaw. This regulatory announcement serves to notify shareholders of critical corporate governance actions and proposed changes to the company’s capital structure shortly after its initial public offering. The primary focus of the meeting involves deliberating on the issuance of new Series D shares and the potential expansion of authorized capital.

Central to the proposed resolutions is the strategic decision to exclude existing shareholders' preemptive rights regarding the new Series D share issuance. The Management Board provided formal opinions justifying this exclusion, arguing that such a move facilitates more efficient capital raising and provides the flexibility necessary to execute the company’s long-term growth strategy. Furthermore, the board sought authorization to increase the share capital within a designated target capital framework, which includes the power to waive preemptive rights for future issuances with the approval of the Supervisory Board.

These financial maneuvers are designed to streamline the process of setting emission prices and securing funding for ongoing development projects. By establishing a target capital mechanism, the leadership aims to respond rapidly to market opportunities without the administrative delays of repeated general meetings. This administrative action reflects the company's transition into a more mature phase of corporate financing within the Polish capital market, emphasizing agility in capital management to support its international gaming operations.

In 2020, PCF Group S.A. underwent a transformative period marked by its debut on the Warsaw Stock Exchange and a significant shift in its corporate structure. Following its conversion into a joint-stock company and the absorption of its primary subsidiary, the Group expanded its global footprint to include wholly-owned production studios in the United States, Canada, and the United Kingdom. This expansion was supported by a successful IPO that raised 100.3 million PLN, facilitating the acquisition of a development team in Chicago and the establishment of new studios in Łódź and Montreal.

Financial performance in 2020 was characterized by robust growth, with consolidated revenue rising 24% to 103.8 million PLN and net profit surging by over 400% to 24.6 million PLN. This growth was primarily driven by work-for-hire Triple-A game production, which accounted for 96% of revenue. The Group benefited from a preferential 5% "IP Box" tax rate and pandemic-related subsidies from both Polish and North American government programs. Despite this growth, revenue remained highly concentrated, with over 80% derived from a strategic partnership with Square Enix.

The Group’s development pipeline centers on high-profile action-RPG titles, including the 2021 release of Outriders and two major projects slated for 2024: Project Gemini and Project Dagger. While the Group continues to rely on major publishers like Square Enix and Take-Two Interactive for financing and distribution, it is actively transitioning toward a self-publishing model, notably retaining the intellectual property for Project Dagger.

Strategic risks include heavy reliance on specialized talent, currency fluctuations, and the "key man" risk associated with CEO Sebastian Wojciechowski, who maintains a 50.31% stake and significant statutory control. Governance is characterized by high insider concentration, with a shareholder agreement controlling 71.25% of voting rights. While the Group adheres to most Warsaw Stock Exchange standards, it maintains a centralized management structure tailored to its rapid transition from a private entity to a major public developer.

PCF Group S.A. experienced a transformative fiscal year in 2020, characterized by significant corporate growth and the preparation for major international game releases. The primary focus of the period was the final development stages of Outriders, a major AAA title developed in collaboration with Square Enix, alongside the continued expansion of the group’s internal production capabilities. Financial performance for the year reflected a robust upward trajectory, with consolidated revenues reaching 95.5 million PLN, representing a substantial increase compared to the previous year. This growth was driven primarily by the work-for-hire model and milestone payments associated with ongoing development contracts for global publishers.

The group maintained a strong balance sheet throughout 2020, ending the year with a net profit of 23.4 million PLN. A pivotal moment in the company's history occurred in late 2020 with its successful initial public offering on the Warsaw Stock Exchange, which provided the capital necessary to execute a long-term strategy of diversifying the project portfolio. This strategy includes the development of new intellectual properties under both self-publishing and partnership models. Geographically, the group expanded its footprint by strengthening its presence in Poland and North America, employing over 300 professionals across multiple global studios.

Operational risks identified during the period included the potential impact of the COVID-19 pandemic on development timelines and the intense competition for talent within the global gaming industry. Despite these challenges, the management confirmed that all financial statements were prepared in accordance with International Financial Reporting Standards, providing a fair and clear view of the group's assets and financial health. The transition to a public company also necessitated the implementation of rigorous corporate governance standards and independent auditing processes to ensure transparency for new shareholders. Overall, the results from 2020 established a foundation for the group to transition from a specialized developer into a major global player in the action game segment.

The Supervisory Board of PCF Group S.A. issued a formal assessment of the company’s individual and consolidated financial statements for the fiscal year ending December 31, 2020. The primary purpose of this evaluation is to verify the accuracy, legality, and reliability of the financial data and management reports provided by the executive board. This assessment covers the parent company and its capital group, ensuring compliance with Polish accounting laws and International Financial Reporting Standards (IFRS) as adopted by the European Union.

The findings confirm that the financial statements provide a fair and clear view of the group’s assets, financial position, and cash flows. The methodology involved a comprehensive review of the reports alongside an independent auditor's opinion and direct consultations with the key statutory auditor via videoconference. The Supervisory Board concluded that the accounting books were maintained correctly and that all financial disclosures align with the actual state of affairs without material distortions.

Beyond financial figures, the assessment validates the Management Board's report on activities and the statement on corporate governance for 2020. These documents were found to be consistent with the financial results and compliant with the disclosure requirements for public issuers of securities in Poland. The Supervisory Board’s positive evaluation serves as a formal endorsement of the company’s transparency and regulatory adherence during its first year as a publicly traded entity following its initial public offering.