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MESSAGE _ENGLISH VERSION_
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Disclosure of delayed inside information regarding the commencement of
negotiations towards the conclusion of an investment agreement regarding
the assignment of the rights under publishing agreements and the
subscription by Cooldown Games and investors affiliated with Cooldown
Games of shares in the increased share capital of PCF Group S.A.Pursuant
to Article 17 paragraph 1 and 4 of Regulation _EU_ No. 596/2014 of the
European Parliament and of the Council of 16 April 2014 on market abuse
_the "MAR"_, the Management Board of PCF Group S.A. _the "Company"_
discloses to the public the following inside information concerning the
decision on the commencement of negotiations towards the conclusion of
an investment agreement regarding the terms of assignment of the rights
under publishing agreements from Cooldown Games LLC, based in Austin,
Texas _"Cooldown Games"_ to the Company's subsidiary - People Can Fly
Ireland - and the subscription by Cooldown Games and investors
affiliated with Cooldown Games of shares in the Company's increased
share capital, in particular using funds obtained by Cooldown Games from
the aforementioned assignment of rights under publishing agreements _the
"Inside Information"_.
Due to signing on 24 April 2026 of the investment agreement the Company
has decided to disclose this Inside Information to the public.
The disclosure of the Inside Information to the public was delayed on 21
April 2026 on the basis of Article 17 paragraph 4 of the MAR.
Contents of the delayed Inside Information:
"The Management Board of PCF Group S.A., with its registered office in
Warsaw _the "Company"_, hereby announces that, following preliminary
discussions and the completion of necessary preparatory works by
Cooldown Games LLC, with its registered office in Austin, Texas
_"Cooldown Games"_ and investors affiliated with Cooldown Games, on 21
April 2026, the Company decided to commence negotiations regarding the
conclusion of an investment agreement concerning, in particular: _i_ the
assignment of rights under publishing agreements concerning three video
games entered into by Cooldown Games with external, independent
developers to the Company's subsidiary - People Can Fly Ireland - in
exchange for approximately $1.5 million; _ii_ Cooldown Games' commitment
to reinvest the funds obtained by Cooldown Games into shares of the
Company, which will be issued as part of an increase in the Company's
share capital; and _iii_ Cooldown Games' commitment to ensure that
investors affiliated with Cooldown Games invest in the newly issued
shares of the Company.
The negotiations cover: _i_ the terms and conditions of participation by
Cooldown Games and investors affiliated with Cooldown Games in the share
capital increase, which, if the negotiations are successfully concluded,
will include a commitment to subscribe for newly issued shares of the
Company with a total value of approximately $3 million; _ii_ the hiring
of the Cooldown Games team by entities within the Company's capital
group and the creation of a publishing team within the structure of the
Company's capital group; _iii_ a commitment by Cooldown Games and
selected investors affiliated with Cooldown Games not to sell their
shares during a specified period _lock-up commitment_; _iv_ the terms
and conditions for releasing the Company and its affiliates from
liability _indemnification_ related to the subject matter of the
transaction.
The conclusion of the investment agreement will be announced by the
Company in a separate current report, if it is required by law."
Substantiation of the delay in disclosure of the Inside Information to
the public:
The Management Board believes that at the time the decision was made to
delay the disclosure of the above Inside Information, it met the
conditions set out in the MAR and the guidelines of the European
Securities and Markets Authority for delaying disclosure of inside
information of 20 October 2016.
The Management Board believes that a prompt disclosure of information
regarding the commencement of negotiations towards the conclusion of an
investment agreement and the assignment of the publishing agreements
would have created a risk of infringing the legitimate interests of the
Company and its capital group by it possibly having an adverse effect on
the progress and outcome of the negotiations.
In addition, in the opinion of the Company's Management Board, making
the Inside Information public before the completion of negotiations on
the investment agreement could negatively affect the success of the
investment stipulated in the investment agreement on the terms assumed
by the Company. At the same time, the completion of the negotiations
will take place prior to the public offering of new issue shares
stipulated in the investment agreement, and therefore, if the
negotiations are successful and the investment agreement is concluded,
the participants in the offering will have knowledge of the subject
prior to submitting their declarations of interest in acquiring shares.
In particular, the Management Board is of the opinion that the
disclosure of the Inside Information to the public might have triggered
interactions of third parties, which in turn could have resulted in
worsening the conditions on which the investment agreement could be
concluded.
As the same time, on the date of the decision to delay the publication
of the Inside Information it was hard to predict the outcome of the
negotiations, and the likelihood that the investment agreement would be
concluded was undeterminable. In this situation the Management Board has
decided that if disclosed to the public, the Inside Information might be
misinterpreted and potentially affect the Company's goodwill.
In the opinion of the Management Board, there were no reasons to believe
that a delay in the disclosure of the Inside Information could be
misleading to the public, in particular due to the absence of any
earlier public announcements from the Company concerning the matter to
which the Inside Information pertained.
The Management Board believes that maintaining confidentiality of the
Inside Information at the time of making the decision to delay its
disclosure was assured, in particular by making a list of the
individuals authorized to access to the Inside Information, as required
under Article 18 of the MAR. This list of individuals was systematically
monitored and updated on an as-needed basis.
Pursuant to Article 17 paragraph 4 of the MAR, the Company will notify
the Polish Financial Supervision Authority of the delay in disclosure of
the Inside Information, stating the reasons for the delay, immediately
upon the publication of this Report.
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RB: Ujawnienie opóźnionej informacji poufnej w sprawie podjęcia decyzji o rozpoczęciu
negocjacji w przedmiocie zawarcia umowy inwestycyjnej dotyczącej cesji praw z umów
wydawniczych oraz objęcia przez Cooldown Games i inwestorów powiązanych z Cooldown
Games akcji w podwyższonym kapitale zakładowym PCF Group S.A.
