PlayWay

Game Co.

375 documents

Documents

Raport Bieżący Nr 2/2023: Rozpoczęcie Procesu Budowy Księgi Popytu na Akcje Movie Games S.A.

PlayWay S.A. announced the initiation of an accelerated bookbuilding process on January 23, 2023, to divest a significant portion of its holdings in Movie Games S.A. The transaction involves the sale of up to 860,152 shares, representing 33.43% of the total share capital and voting rights in Movie Games. Ipopema Securities S.A. was appointed to manage the bookbuilding process, which was expected to conclude by January 26, 2023, though the final price and volume remained subject to market demand and management discretion. The divestment strategy is rooted in an internal review of synergies and development alignment within the PlayWay Group. By reducing its stake in Movie Games, PlayWay intends to reallocate the resulting capital toward new and existing teams and projects across its broader portfolio. Depending on the final volume of shares sold, PlayWay may enter into a lock-up agreement regarding its remaining shares in the company. The offering was structured as a public sale exempt from the requirement to publish a formal prospectus under European Union regulations, targeting selected institutional investors and qualified buyers. Geographically, the offer excluded jurisdictions with restrictive securities laws, such as the United States, Australia, Canada, Japan, and South Africa. This corporate action reflects PlayWay’s active portfolio management approach within the Polish gaming sector, prioritizing capital liquidity for future investments over maintaining a minority stake in this specific subsidiary.

investment mergers-acquisitions market-analysis+1

PlayWayJan 2023

Legal

Raport Bieżący ESPI Nr 1/2023

The Management Board of PlayWay S.A., a prominent Polish game developer and publisher, has established the official schedule for the publication of its periodic financial results for the 2023 calendar year. This disclosure, mandated by Polish capital market regulations for public companies, ensures transparency for investors regarding the timing of both individual and consolidated financial performance data. The scope of these disclosures covers the company’s operations throughout the 2022 and 2023 fiscal periods, reflecting its status as a listed entity on the Warsaw Stock Exchange. The reporting cycle begins with the release of the separate and consolidated annual reports for the 2022 fiscal year on April 28, 2023. Following this, the company will issue its consolidated quarterly report for the first quarter of 2023 on May 30, 2023. The consolidated semi-annual report is scheduled for publication on October 2, 2023, while the consolidated third-quarter report for 2023 will be released on November 29, 2023. These dates represent the final deadlines by which the company must provide its financial statements to the public and regulatory authorities. In accordance with specific regulatory exemptions, PlayWay S.A. will not publish separate quarterly reports for the fourth quarter of 2022 or the second quarter of 2023. Furthermore, the company intends to utilize integrated reporting formats. Consolidated quarterly and semi-annual reports will include condensed separate financial information, eliminating the need for the issuance of standalone individual reports for those periods. This streamlined approach to financial communication is consistent with standard practices for consolidated capital groups under Polish financial oversight.

investment market-analysis poland

PlayWayJan 2023

Legal

Życiorys Zawodowy: Andrzej Włodzimierz Dudek

Andrzej Włodzimierz Dudek serves as the Vice President of the Management Board for the issuing entity, bringing over twenty years of international experience in investment banking, private equity, and corporate management. His professional background is supported by an elite academic foundation, having graduated with honors from the University of Cambridge and the Wharton School at the University of Pennsylvania. His studies focused on mathematics, computer science, and economics, earning him several prestigious scholarships including the Joseph Wharton and Benjamin Franklin awards. The scope of his career spans major financial hubs including New York and London, where he held significant roles at top-tier global firms. His experience includes positions at McKinsey & Company, Boston Consulting Group, and Booz Allen & Hamilton. Notably, he served as an analyst in mergers and acquisitions at Morgan Stanley and later as Vice President and Head of CEE Investment Banking at Barclays Capital. During his tenure at Barclays, he achieved substantial growth for the firm, nearly tripling results in the Central and Eastern European region and increasing the scale of operations in Poland fivefold. In addition to his banking career, he has held high-level executive and oversight positions within the energy and technology sectors. He previously served as the Vice President and CFO of Polskie Sieci Energetyczne S.A. and held supervisory board roles at Polkomtel S.A. and Elektrownie Szczytowo-Pompowe S.A. Currently, he is a member of the supervisory board of Erato Energy S.A. and the founder and CEO of Global Teleclinic & Assistance. His external business activities are formally classified as non-competitive with the issuer’s operations, and he maintains a clean legal standing with no entries in the National Debtors Register.

employment investment mergers-acquisitions+1

PlayWayDec 2022

Legal

Raport Bieżący ESPI Nr 17/2022: Powołanie Wiceprezesa Zarządu PlayWay S.A.

PlayWay S.A. formalizes a significant change to its executive leadership structure following resolutions passed during an Extraordinary General Meeting held on December 13, 2022. The company has officially expanded the composition of its Management Board to three members, consisting of one President and two Vice Presidents. This structural adjustment aligns with the company’s statutes and internal regulations regarding the governance of the issuing entity. Andrzej Włodzimierz Dudek has been appointed as the new Vice President of the Management Board, effective immediately upon the resolution date. His appointment is integrated into the current joint term of office, which originally commenced on November 27, 2020. This move strengthens the leadership tier of the Polish game developer and publisher, which is known for its extensive portfolio of simulation titles and its unique incubator-style business model involving numerous subsidiary studios. The appointment includes formal declarations regarding professional integrity and compliance. Andrzej Dudek confirmed that he does not participate in any competitive business activities, whether as a partner in a civil or personal partnership or as a member of a governing body in a competing capital company or legal entity. Furthermore, he is not listed in the Register of Insolvent Debtors maintained under the National Court Register Act. This regulatory filing fulfills the disclosure requirements for companies listed on the Warsaw Stock Exchange, ensuring transparency regarding the management personnel responsible for the company's strategic direction.

mergers-acquisitions employment poland

PlayWayDec 2022

Legal

Resolution No. 1 of the Extraordinary General Meeting of PlayWay S.A. (13 Dec 2022)

The Extraordinary General Meeting of PlayWay S.A., held on December 13, 2022, in Warsaw, resulted in the adoption of seven key resolutions focused on corporate governance and leadership expansion. The primary purpose of the meeting was to formalize changes to the company’s Management Board structure and appoint new executive leadership. All resolutions were passed with unanimous support from the shareholders present, representing 2,834,023 shares or 42.94% of the company’s total share capital. The meeting established a new composition for the Management Board, increasing its size to three members, consisting of one President and two Vice-Presidents. Following this structural change, Andrzej Włodzimierz Dudek was formally appointed to the position of Vice-President. The assembly also defined the financial terms of this appointment, setting a monthly net salary of 7,000.00 PLN for the new Vice-President, supplemented by provisions for travel expense reimbursement and civil liability insurance for management personnel. Procedural actions were also finalized to ensure the meeting's legal compliance under the Polish Commercial Companies Code. These included the election of Krzysztof Kostowski as Chairman of the meeting and the appointment of Dominika Mazur and Anna Wróbel to the Scrutiny Committee. The voting data confirms a high level of shareholder alignment, as every resolution received zero "against" or "abstaining" votes. These decisions mark a strategic adjustment to PlayWay’s executive oversight during the late 2022 period.

mergers-acquisitions game-publishing poland

PlayWayDec 2022

Legal

Raport bieżący ESPI nr 1 8/2022

The Extraordinary General Meeting of PlayWay S.A., held on December 13, 2022, resulted in the successful adoption of all proposed resolutions concerning the company’s corporate governance and operational framework. The proceedings adhered strictly to the planned agenda, with no items being withdrawn from consideration and no formal objections raised by shareholders for inclusion in the minutes. This meeting reflects the administrative and legal compliance of one of Poland’s leading game developers and publishers, operating within the regulatory environment of the Warsaw Stock Exchange. The voting process demonstrated a high level of shareholder consensus, as every resolution submitted for a vote was passed. The documentation confirms the legitimacy of these decisions by recording the specific number of shares from which valid votes were cast, the percentage of share capital represented, and the exact distribution of votes categorized as for, against, or abstaining. This transparency ensures that the company meets its legal obligations under the Act on Public Offering and the Regulation of the Minister of Finance regarding periodic information provided by securities issuers. While the specific strategic content of each resolution is handled as an attachment to the formal announcement, the primary outcome is the confirmation of stable corporate oversight and the formalization of shareholder-approved mandates. The meeting serves as a critical point in PlayWay’s 2022 fiscal timeline, ensuring that the executive board has the necessary legal backing to proceed with its corporate strategy. The governance activities described are centered on the Polish market and apply to the entirety of PlayWay’s extensive group of development studios and intellectual property holdings.

investment game-publishing poland

PlayWayDec 2022

Legal

Raport Bieżący ESPI Nr 1 9/2022

This regulatory disclosure details the shareholder structure and voting power distribution during the Extraordinary General Meeting of PlayWay S.A. held on December 13, 2022. The primary objective of the filing is to fulfill statutory transparency requirements regarding significant voting blocks present at a specific corporate assembly. The scope is limited to the Polish gaming sector, specifically focusing on the internal governance and ownership concentration of one of the country’s most prominent game developers and publishers at the end of the 2022 fiscal year. The data reveals a high level of ownership concentration centered on the company’s leadership. Krzysztof Kostowski, serving as the President of the Management Board, was the sole shareholder holding at least 5% of the votes at the meeting. He controlled 2,700,000 votes, which represented a dominant 95.27% of the voting power present at the Extraordinary General Meeting. This figure corresponds to 40.91% of the total aggregate number of votes within the entire company. The methodology for this disclosure follows the legal framework established by the Act on Public Offering, which mandates the publication of lists of shareholders with significant influence during general meetings. The findings underscore a centralized decision-making structure where the founder and executive leadership maintain substantial control over corporate resolutions. This snapshot provides critical insight into the governance dynamics of the Polish stock exchange-listed gaming entity, highlighting that the majority of participating voting power was held by a single internal stakeholder during this specific session.

investment game-publishing poland

PlayWayDec 2022

Legal

Ogłoszenie o zwołaniu Nadzwyczajnego Walnego Zgromadzenia PlayWay S.A.

The management board of PlayWay S.A., a prominent Polish game developer and publisher, formally convened an Extraordinary General Meeting scheduled for December 13, 2022, in Warsaw. This corporate action, initiated under the Polish Commercial Companies Code, serves as a critical governance event for the publicly traded entity. The assembly was organized to address specific organizational changes and strategic leadership adjustments within the company’s executive structure. A primary objective of this meeting involves the formal appointment of a new member to the management board, specifically designated for the role of Vice President. This leadership transition is accompanied by the presentation of the candidate’s professional biography and the introduction of draft resolutions necessary for the appointment process. The scope of the meeting is strictly defined by a proposed agenda that includes procedural requirements for validating the assembly and voting on the proposed executive changes. The announcement adheres to the regulatory transparency requirements for issuers of securities on the Polish market, specifically following the guidelines set by the Ministry of Finance regarding current and periodic information. By providing the legal basis and logistical details for the gathering, the leadership ensures that shareholders are informed of their participation rights and the specific timeline for corporate decision-making. This administrative step is essential for maintaining the legal continuity and operational oversight of the company as it manages its extensive portfolio of development studios and gaming titles.

investment game-publishing poland

PlayWayNov 2022

Legal

Informacja o transakcji zbycia akcji SimFabric S.A.

PlayWay S.A., a prominent Warsaw-based game developer and publisher, has finalized the complete divestment of its ownership stake in SimFabric S.A. This regulatory disclosure, issued in October 2022, confirms the settlement of a transaction involving the sale of 2,810,000 shares. These shares represented a significant 44.96% interest in the total voting rights at the General Meeting of SimFabric S.A., a company listed on the regulated market of the Warsaw Stock Exchange. The financial terms of the divestment involved a sale price of 2.00 PLN per share, with each share carrying a nominal value of 0.10 PLN. Following the settlement of this transaction, PlayWay S.A. no longer holds any equity interest or voting rights in SimFabric S.A. This move marks a definitive exit for the parent company from its substantial position in the subsidiary, concluding a process previously outlined in earlier corporate communications from the same month. The transaction was executed in compliance with Polish public offering laws and the European Union’s Market Abuse Regulation regarding the disclosure of inside information. By liquidating its entire holding of over 2.8 million shares, PlayWay S.A. has effectively shifted its portfolio composition within the Polish gaming sector. The notification serves as a formal update to investors and regulatory bodies concerning the change in major shareholdings and the resulting lack of capital ties between the two entities.

mergers-acquisitions investment poland

PlayWayOct 2022

Legal

Informacja o Zakończeniu Procesu Budowy Księgi Popytu na Akcje SimFabric S.A.

PlayWay S.A. announced the successful completion of the book-building process for the sale of its entire remaining stake in SimFabric S.A. on October 14, 2022. This transaction marks a significant divestment for PlayWay, a major player in the Polish gaming sector, as it exits its position in the Warsaw Stock Exchange-listed developer. The sale involves 2,810,000 dematerialized shares, representing 44.96% of the total voting rights and share capital of SimFabric. The sale price was established at 2.00 PLN per share. Following the settlement of this transaction, scheduled for October 17, 2022, PlayWay will no longer hold any shares in SimFabric. This move follows an initial announcement made on October 5, 2022, regarding the intent to launch the accelerated book-building process. The transaction was conducted under the legal framework of the Market Abuse Regulation (MAR) and was restricted to specific jurisdictions, excluding the United States, Australia, Canada, South Africa, and Japan to comply with international securities laws. The scope of this action is focused on the Polish capital market, specifically targeting institutional or qualified investors capable of participating in such book-building processes. The divestment reflects a strategic shift or portfolio rebalancing by PlayWay regarding its subsidiary holdings. While the document provides the financial terms and volume of the sale, it also cautions potential investors about the inherent risks associated with equity instruments and the specific operational environment of SimFabric S.A. within the gaming industry.

investment mergers-acquisitions poland

PlayWayOct 2022

Legal

Information on the Start of Building a Demand Ledger for SimFabric Shares

PlayWay S.A., a prominent Polish game developer and publisher, initiated the sale of its entire stake in SimFabric S.A. on October 5, 2022. The transaction involves the disposal of up to 2,810,000 shares, representing 44.96% of the total share capital and voting rights in SimFabric. Ipopema Securities S.A. was appointed to manage the accelerated book-building process, which targeted selected domestic and international institutional investors. The divestment strategy is driven by an internal review of synergies among PlayWay Group companies listed on the Warsaw Stock Exchange. Management determined that SimFabric’s development strategy no longer sufficiently aligned with the parent company's broader objectives. Capital raised from this sale is earmarked for reinvestment into existing and future subsidiaries and development teams within the PlayWay ecosystem. The transaction was structured as a public offering exempt from the requirement to publish a formal prospectus under European Union and Polish regulations. While the process was expected to conclude by October 14, 2022, the terms granted PlayWay the flexibility to adjust the volume of shares or cancel the offering without providing a specific reason. Depending on the final volume sold, the seller may also be subject to lock-up agreements regarding any residual holdings. The offering was specifically restricted from certain jurisdictions, including the United States, Canada, Japan, and Australia, to comply with international securities laws.

investment mergers-acquisitions poland

PlayWayOct 2022

Legal

Resolution No. 1 of the Ordinary General Meeting of PlayWay S.A.

The Ordinary General Meeting of PlayWay S.A., held on June 20, 2022, formalized the company’s financial results and strategic governance updates for the 2021 fiscal year. Representing approximately 85.2% of the share capital, shareholders approved a consolidated net profit of 127.1 million PLN and a standalone net profit of 126.9 million PLN. A significant portion of this success was returned to investors through a dividend allocation of 126.85 million PLN, translating to 19.22 PLN per share. This distribution followed a year of robust growth, characterized by a consolidated equity increase of 103.9 million PLN and total assets reaching 572.2 million PLN. Governance updates focused on aligning executive compensation with the Best Practice for GPW Listed Companies 2021. The revised remuneration policy introduces a two-tier system for Management Board members, combining a fixed base salary with an optional variable component. This performance-based incentive is strictly capped at 2% of the annual net profit and cannot exceed 20 times the individual’s fixed annual salary. Conversely, Supervisory Board members receive only fixed monthly lump-sum payments to maintain independent oversight. These measures ensure that executive interests remain aligned with long-term business strategy and shareholder value. The operational framework remains centered on a lean model that favors civil law contracts with specialized development teams over traditional employment. This structure influences the company’s internal wage comparisons and conflict-of-interest protocols, particularly regarding family members of officials. By granting discharge to the Management and Supervisory Boards and finalizing key appointments, including Ludwik Sobolewski to the Supervisory Board, the assembly reaffirmed its confidence in the leadership’s ability to navigate the competitive gaming industry while maintaining strict financial discipline and transparency.

mergers-acquisitions salary poland

PlayWayJun 2022