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MESSAGE _ENGLISH VERSION_ |
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Execution of the Investment Agreement, commencement of the book building
process for the purpose of an offering of new Series I ordinary bearer
shares issued by PCF Group S.A. and conclusion of an agreement for the
purpose of the offeringTHIS CURRENT REPORT AND THE INFORMATION
HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS CURRENT REPORT.
Pursuant to Article 17_1_ of Regulation _EU_ No 596/2014 of the European
Parliament and of the Council of 16 April 2014 _"MAR Regulation"_, the
Management Board of PCF Group S.A. _the "Company"; "Issuer"_ hereby
announces that on 24 April 2026, the Company concluded an investment
agreement with Cooldown Games LLC, based in Austin, Texas, a video game
publisher _"Cooldown Games"_ _"Investment Agreement"_. Pursuant to the
Investment Agreement, Cooldown Games will assign the rights under
publishing agreements concerning, in particular, three video games
concluded by Cooldown Games with external, independent developers to the
Company's subsidiary - People Can Fly Ireland - in exchange for
approximately USD 1.5 million. Pursuant to the Investment Agreement
Cooldown Games is obliged 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 to procure the investment of
approximately USD 1.5 million in newly issued shares of the Company by
investors affiliated with Cooldown Games _"CDG Investors"_. The
Investment Agreement stipulates that Cooldown Games and the CDG
Investors will invest in total approximately PLN 10.8 million in newly
issued shares of the Company.
Furthermore, the Investment Agreement provides for: _i_ the hiring of
the Cooldown Games team by companies within the Company's group and the
creation of a publishing team within the structure of the Company's
group; _ii_ the Company's obligation, subject to Cooldown Games
completing certain preparatory activities preceding the public offering
of shares, to conduct a public offering of shares and allocate shares to
Cooldown Games and CDG Investors at a price determined through the
book-building process _not higher than the closing price as of 23 April
2026, however not lower than PLN 4.00 per the new issue share_ in a
number, which corresponds to the amount of the reinvested funds referred
to above; _iii_ a lock-up obligation for Cooldown Games effective until
15 December 2026 _subject to the release of of the shares subscribed
by Cooldown Games every two months from the date of execution of the
Investment Agreement_ and a lock-up obligation for one of the CDG
Investors until 31 December 2027, subject to the release of 50% of the
shares subscribed by the investor on 15 December 2026; _v_ the terms and
conditions for the release of the Company and its affiliates from
liability _indemnification_ by Cooldown Games and the CDG Investors in
connection with the subject matter of the transaction.
In performing its obligations under the Investment Agreement, the
Company's Management Board informs about the commencement of the book
building process for the purposes of the offering up to 4,112,081 series
I ordinary bearer shares _the "Series I Shares"_ _the "Offering"_, i.e.,
up to the maximum number of shares that the Management Board is
authorized to issue under the authorized capital approved by Resolution
No. 16/06/2025 of the Company's Annual General Meeting held on 23 June
2025.
The book building process of Series I Shares _the "Book Building"_ will
be conducted on the terms set out in the resolution of Management Board
of 24 April 2026 regarding the _i_ determination of the terms and
conditions for the offering, conducting book building process,
subscription and taking up series I shares, _ii_ approval of template of
subscription agreement for series I shares, _iii_ giving consent for the
PCF Group S.A. to conclude an agreement with Trigon Dom Maklerski S.A.
_"Trigon DM"_ and Trigon Investment Banking spółka z ograniczoną
odpowiedzialnością _ Wspólnicy spółka komandytowa for the purpose of
offering and subscriptions of Series I Shares _the "Agreement"_ and _iv_
determining the preference date, in connection with the resolution of
the Ordinary General Meeting of 23 June 2025 No. 16/06/2025 on
amendments to the Company's Articles of Association and concerning an
authorization for the Management Board to increase the share capital
within limits of the authorized capital and issue subscription warrants
vesting the right to subscribe for shares issued within limits of the
authorized capital, with the authorization for the Management Board to
exclude, subject to the Supervisory Board's consent, the current
shareholders' preemptive rights in full or in part with respect to the
shares or subscription warrants issued within limits of the authorized
capital.
The Book Building will commence immediately after the publication of
this current report. The Book Building, and after its completion, the
offering and admission of Series I Shares and, subject to the
satisfaction of the regulatory requirements for such admission and
introduction, the rights to Series I Shares, to trading on the regulated
market operated by the Warsaw Stock Exchange _Giełda Papierów
Wartościowych w Warszawie S.A._, will be carried out as described in the
"Book Building and Subscription Rules" attached to this current report.
In order to enable shareholders meeting the requirements specified in
the "Book Building and Subscription Rules" to exercise their priority
rights, the Management Board has set the Preference Date as 23 April
2026.
The Series I Shares may only be offered and sold outside the United
States in offshore transactions as defined in, and subject to the
provisions of, Regulation S under the U.S. Securities Act of 1933, as
amended, or any other exemption or exemptions from the registration
requirements of the United States or other jurisdictions.
The Issuer's objective is to raise funds to pay the consideration for
the assignment of rights under the publishing agreements entered into by
Cooldown Games, as referred to above, as provided for in the Investment
Agreement, and to finance the production and release of the games
acquired under the assignment agreements.
Moreover, the Issuer's Management Board announces that on 24 April 2026,
an agreement between the Company and Trigon DM and Trigon Investment
Banking spółka z ograniczoną odpowiedzialnością _ Wspólnicy spółka
komandytowa was concluded, for the purposes of the Offer and
subscription for Series I Shares.
IMPORTANT NOTICES
This current report was prepared in accordance with Article 17 Section 1
of the Regulation No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse _market abuse regulation_ and
repealing Directive 2003/6/EC of the European Parliament and of the
Council and Commission Directives 2003/124/EC, 2003/125/EC and
2004/72/EC and Article 56 Section 1 Item 2 of the Act of 29 July 2005 on
Public Offerings, the Conditions for Introducing Financial Instruments
to an Organized Trading System, and Public Companies.
This current report is solely for information purposes and is published
by the Company exclusively in order to provide essential information on
the terms of offering for its shares. This current report is by no means
intended, whether directly or indirectly, to promote the offering,
subscription or purchase of the shares of the Company referred to in
this current report _the "New Shares"_ and does not represent
advertisement or promotional material prepared or published by the
Company for the purpose of promoting the New Shares or their
subscription, purchase or offering or for the purpose of encouraging an
investor, whether directly or indirectly, to acquire or subscribe for
the New Shares. The Company has not published and has no intention of
publishing any materials aimed at promoting the New Shares or their
subscription or purchase after the date of this current report.
This current report and the information contained in it is not for
publication, release, transmission, distribution or forwarding, in whole
or in part, directly or indirectly, in or into the United States,
Australia, Canada, Japan or South Africa or any other jurisdiction in
which publication, release or distribution would be unlawful. This
current report is for information purposes only and does not constitute
an offer to sell or issue, or the solicitation of an offer to buy,
acquire or subscribe for shares in the capital of the Company in the
United States, Australia, Canada, Japan or South Africa or any other
state or jurisdiction. This current report has not been approved by any
supervising authority or stock exchange. Any failure to comply with
these restrictions may constitute a violation of the securities laws of
such jurisdictions.
The New Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended _the "Securities Act"_ or with any
securities regulatory authority of any state or other jurisdiction of
the United States and may not be offered, sold, pledged, taken up,
resold, transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of the
United States. The New Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Shares. Subject to
certain exceptions, the securities referred to herein may not be offered
or sold in the United States, Australia, Canada, Japan, South Africa or
to, or for the account or benefit of, any national, resident or citizen
of the United States, Australia, Canada, Japan, the Republic of South
Africa.
No public offering of the New Shares is being made in the United States,
United Kingdom or elsewhere outside Poland. All offers of the New Shares
will be made pursuant to an exemption under the Prospectus Regulation
_EU_ 2017/1129, as amended from time to time _including any relevant
implementing measure in any member state and in the United Kingdom, the
"Prospectus Regulation"_, from the requirement to produce a prospectus.
The New Shares may only be offered and sold outside the territory of the
United States of America in offshore transactions as defined in and
pursuant to the provisions of Regulation S under the US Securities Act
of 1933, as amended and/or under other exemption_s_ from registration
requirements in the United States of America or other relevant
jurisdiction_s_. This current report is being distributed to persons in
the United Kingdom only in circumstances in which section 21_1_ of the
Financial Services and Markets Act 2000, as amended does not apply.
No prospectus will be made available in connection with the matters
contained in this current report and no such prospectus is required _in
accordance with the Prospectus Regulation_ to be published. This current
report and the terms and conditions set out herein are for information
purposes only and are directed only at persons who are: _a_ persons in
Member States of the European Economic Area who are qualified investors
_within the meaning of article 2_e_ of the Prospectus Regulation
_"Qualified Investors"_; and _b_ in the United Kingdom, Qualified
Investors who are persons who _i_ have professional experience in
matters relating to investments falling within the definition of
"investment professionals" in article 19_5_ of the Financial Services
and Markets Act 2000 _Financial Promotion_ Order 2005, as amended _the
"Order"_; _ii_ are persons falling within article 49_2__a_ to _d_ _"high
net worth companies, unincorporated associations, etc."_ of the Order;
or _iii_ are persons to whom it may otherwise be lawfully communicated;
or _c_ qualified institutional buyers in the United States of America as
defined in Rule 144A under the U.S. Securities Act of 1933, as amended
_all such persons together being referred to as "relevant persons"_.
This current report and the terms and conditions set out herein must not
be acted on or relied on by persons who are not relevant persons.
Persons distributing this current report must satisfy themselves that it
is lawful to do so. Any investment or investment activity to which this
current report and the terms and conditions set out herein relates is
available only to relevant persons and will be engaged in only with
relevant persons.
This current report has been issued by, and is the sole responsibility
of, the Company. No representation or warranty, express or implied, is
or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by the manager of the offering of the
New Shares _the "Manager"_, or by any of its or its respective
affiliates or agents as to or in relation to, the accuracy or
completeness of this current report or any other written or oral
information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly
disclaimed.
The Manager is acting solely for the Company and no one else in
connection with the offering, subscription and/or sale of the New Shares
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for
providing advice in relation to the offering, subscription and/or
purchase of the New Shares and/or any other matter referred to in this
current report. Apart from the responsibilities and liabilities, if any,
which may be imposed on the Manager by the applicable regulatory regime,
neither the Manager nor any of its respective affiliates accepts any
responsibility whatsoever for the contents of the information contained
in this current report or for any other statement made or purported to
be made by or on behalf of the Manager or any of its respective
affiliates in connection with the Company, the New Shares or their
offering, subscription and/or sale. The Manager and each of its
respective affiliates accordingly disclaim all and any responsibility
and liability whatsoever, whether arising in tort, contract or otherwise
_save as referred to above_ in respect of any statements or other
information contained in this current report and no representation or
warranty, express or implied, is made by the Manager or any of its
respective affiliates as to the accuracy, completeness or sufficiency of
the information contained in this current report. The Manager may
participate in the Offering on commercial terms.
The distribution of this current report and/or the offering,
subscription and/or sale of the New Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company, the
Manager or any of its respective affiliates that would, or which is
intended to, permit an offering of the New Shares in any jurisdiction or
result in the possession or distribution of this current report or any
other offering or publicity material relating to the New Shares in any
jurisdiction where action for that purpose is required.
Persons distributing any part of this current report must satisfy
themselves that it is lawful to do so. Persons _including, without
limitation, nominees and trustees_ who have a contractual or other legal
obligation to forward a copy of this current report should seek
appropriate advice before taking any such action. Persons into whose
possession this current report comes are required by the Company and the
Manager to inform themselves about, and to observe, such restrictions.
This current report contains _or may contain_ certain forward-looking
statements with respect to certain of the Company's current expectations
and projections about future events. These statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan",
"estimate", "expect" and words of similar meaning, reflect the Company's
Management Board's beliefs and expectations and involve a number of
risks, uncertainties and assumptions which may occur in the future, are
beyond the Company's control and could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement.
Statements contained in this current report regarding past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. The information contained in
this current report is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained in it, nor do they intend to. You
should not place undue reliance on forward-looking statements, which
speak only as of the date of this current report. No statement in this
current report is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the current or
future financial years will necessarily match or exceed the historical
or published earnings of the Company. As a result of these risks,
uncertainties and assumptions, the recipient should not place undue
reliance on these forward-looking statements as a prediction of actual
results or otherwise.
This current report does not identify or suggest, or purport to identify
or suggest, the risks _direct or indirect_ that may be associated with
an investment in the New Shares. Any investment decision to subscribe
for or acquire the New Shares in the offering, subscription and/or sale
of such shares must be made solely on the basis of publicly available
information, which has not been independently verified by the Manager.
The information in this current report may not be forwarded or
distributed to any other person and may not be reproduced in any manner
whatsoever. Any forwarding, distribution, reproduction or disclosure of
this information in whole or in part is unauthorized. Failure to comply
with this directive may result in a violation of the Securities Act or
the applicable laws of other jurisdictions.
This current report does not constitute an invitation to underwrite,
subscribe for or otherwise acquire or dispose of any securities in any
jurisdiction. This current report does not constitute a recommendation
concerning any investor's option with respect to the offering,
subscription and/or purchase of the New Shares. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
current report and publicly available information. The price and value
of securities can go down as well as up. Past performance is not a guide
to future performance.
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RB-W: Zawarcie umowy inwestycyjnej z Cooldown Games, rozpoczęcie procesu budowania księgi
popytu na potrzeby oferty nowych akcji zwykłych na okaziciela serii I PCF Group S.A.
oraz zawarcie umowy na potrzeby przeprowadzenia oferty
