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New listing of the company PCF GROUP

2020-12-18 12:24:50

The company PCF GROUP S.A. was newly listed on the GPW Main Market on 18 December 2020.
PCF GROUP S.A. is the 433rd company listed on the Main Market and the fifth new listing on the Main Market in 2020.

Key information

company name 

PCF GROUP SPÓŁKA AKCYJNA

companies on the regulated) market 

433

new listings in 2020 

5

market (main/parallel)

main

business sector

Gaming

companies in the sector (on the regulated market)

14 

seat

Warsaw

 

Polish/foreign

(other trading markets)

Polish

core business

The Issuer is a producer of video games for PCs and consoles. 

IPO/public sale

Public offering:

2,062,512  sale of existing series A shares

2,062,512  subscription for new series B shares

issue/sale price

Institutional Investor Tranche: PLN 50 

Individual Investor Tranche: PLN 46 

Employee Tranche: PLN 41.4 

reference price

PLN 50.00 

public offering value: 

Institutional Investor Tranche (sale):

50x2,062,512=PLN 103,125,600 

Institutional Investor Tranche (subscription):

50x1,401,465=70,073,250

Individual Investor Tranche (subscription): 

46x618,750=28,462,500

Employee Tranche (subscription):

41.4x42,297=1,751,096

Total: PLN 203,412,446 

company valuation*

 

PLN 1,375,000,000 (series A shares)

   PLN 103,125,600 (rights to series B shares)

PLN 1,478,125,600 (series A shares and rights to series B shares)

% free float

 

100% in 2,062,512 rights to shares

23.40% in (registered) shares subject to the application concerning 27,500,000 series A shares 

 

free float value*

 

PLN 103,125,600 in rights to shares

321,809,800 in (registered) shares subject to the application

 

number of shareholders

 

Series A shares were taken up by 284 investors,

Series B shares (rights to shares) were taken up by:

  1. over 18 thousand investors in the Individual Investor Tranche, 
  2. 245 investors in the Institutional Investor Tranche, 
  3.   59 investors in the Employee Tranche

Investment Firm

Trigon Dom Maklerski S.A.

Legal advisor

Greenberg Traurig Grzesiak sp. k.

Auditor

Grant Thornton Frąckowiak sp. z o.o. sp. k.

*as at the reference price
 
I. THE ISSUER’S HISTORY AND BUSINESS

The Issuer’s history
The Company was established through the transformation of the limited liability company PCF Group spółka z ograniczoną odpowiedzialnością with its seat in Warsaw into the joint-stock company PCF Group Spółka Akcyjna with its seat in Warsaw in accordance with the transformation plan approved on 19 July 2019 as amended on 11 August 2019. The joint-stock company was entered into the company register of the National Court Register on 6 November 2019.

Core business
The Issuer’s group is one of the three (together with CD Projekt S.A. and Techland sp. z o.o.) most experienced Polish producers of AAA video games: high-budget, high-quality productions dedicated to PCs and PlayStation and Xbox consoles, available in global digital distribution, including the distribution platforms Steam, PlayStation Store and Microsoft Store, and in boxes. As at the Prospectus Date, the Group has no publication business.
The Company holds a group of companies which has three subsidiaries in the UK, Canada and the USA. Its projects are implemented by the development studio People Can Fly.
The Group is currently working on the game Outriders, a production with the biggest budget and of the highest complexity in the Group’s history, scheduled for release on 2 February 2021.

The Issuer’s share capital is PLN 550,000 divided into 27,500,000 series A shares with a nominal value of PLN 0.02 per share.

II. FINANCIAL INSTRUMENTS ADMITTED TO TRADING

Series A shares
Number of shares: 27,500,000
In connection with the transformation of PCF Group sp. z o.o. into a joint-stock company, the Company’s share capital was fully paid with the assets of the limited liability company. The share capital was fully taken up: as a result of the transformation, the former partners of PCF Group sp. z o.o. took up series A shares in the Issuer’s share capital pro rata to their stake in the share capital of PCF Group sp. z o.o.

Series B shares
Basis of the issue: Resolution of the Extraordinary General Meeting of 26 June 2020.
Number of shares (rights to shares): 2,062,512

Offering of series A shares

  • 2,062,512 series A shares taken up in the Institutional Investor Tranche by 284 entities at PLN 50 per share

Subscription for series B shares (rights to shares)

  • 1,401,465 series B shares taken up in the Institutional Investor Tranche by 245 entities at PLN 50 per share
  • 618,750 series B shares taken up in the Individual Investor Tranche by over 18 thousand investors at PLN 46 per share (98.5% reduction of subscriptions via the exchange system)
  • 42,297 series B shares taken up in the Employee Tranche at PLN 41.4.

Purpose of the issue:
Proceeds from the issue will be used for the Company’s strategic goals including the expansion of the existing production team at all locations and the recruitment of new production teams, the launch of new production studios or the acquisition of video game producers.

Securities introduced into exchange trading:

  • 27,500,000 series A ordinary bearer shares,
  • 2,062,512 rights to series B ordinary bearer shares.