News

New listing of BIG CHEESE STUDIO

The company BIG CHEESE STUDIO S.A. was newly listed on the GPW Main Market on 7 December 2021.
BIG CHEESE STUDIO S.A. is the 427th company listed on the Main Market and the 13th new listing on the Main Market in 2021.

Key information

Introduced instruments: 4,000,000 series A shares, 135,000 rights to series B shares.

*at the issue price of series B shares equal to PLN 35 

Issuer’s history
The Issuer was established in 2017 as a limited liability company under the name “Circus”. Its founders included the company PlayWay S.A. and Mr Mateusz Zawadzki. The Company was registered in the National Court Register on 22 September 2017. 
The share capital of the Company was PLN 5,000.00 divided into 100 shares with a nominal value of PLN 50.00 each.
On 28 March 2018, pursuant to an agreement, PlayWay S.A. transferred to the Issuer the copyright in the game Cooking Simulator in all fields of exploitation.
On 14 May 2018, the Extraordinary General Meeting of the Company adopted a resolution increasing the Issuer’s share capital from PLN 5,000.00 to PLN 383,000.00 by issuing 7,560 new shares with a nominal value of PLN 50.00 each and a total nominal value of PLN 378,000.00. On 6 August 2018, the increase of the share capital to PLN 383,000.00 was registered, and the funds raised were allocated to the production and development of the game Cooking Simulator. On the same day, Mr Leszek Lisowski joined the Company as a shareholder and President of the Management Board.
On 25 July 2019, the Extraordinary General Meeting of the Company adopted a resolution changing the Company’s name to “Big Cheese Studio” spółka z ograniczoną odpowiedzialnością and a resolution increasing the Issuer’s share capital from PLN 383,000.00 to PLN 400,000.00 by issuing 340 new shares with a nominal value of PLN 50.00 each and a total nominal value of PLN 17,000.00. On 28 August 2019, the increase of the share capital to PLN 400,000.00 was registered and the funds raised were allocated to further development of the game Cooking Simulator. On the same day, the Company changed its name to Big Cheese Studio Sp. z o.o.
On 29 September 2020, a resolution was passed at the Extraordinary General Meeting to convert the Company into a joint stock company. On 18 November 2020, the transformation of the Company was registered.
On 6 June 2019, the Issuer’s key product, the game Cooking Simulator, was released. The first DLC, Cooking with Food Network, was released on 24 October 2019 and the sales volume exceeded 113,500 units. The sales volume of the second DLC, Cakes and Cookies released on 11 June 2020, exceeded 119,000 units. The sales volume of DLC Pizza released on 12 November 2020 exceeded 71,000 units.
On 8 and 9 April 2021, the Company was certified for Nintendo Switch and PlayStation 4. On 29 July 2021, the VR version of the game Cooking Simulator was released on Steam.

Issuer’s business
The Issuer operates in the video games market and specialises in the production and publishing of computer games for PCs and consoles. To date, the Issuer has focused on the casual game Cooking Simulator and its add-ons combining simulation, economics and strategy. With the development of its business, products and competences, the Company is evolving as a designer of simulator, tycoon and manager/economics games. The Issuer’s flagship production, the game Cooking Simulator with add-ons, is distributed mainly on the digital sales platform Steam. The Issuer has in place distribution agreements with PlayWay S.A. which distributes box versions in the EMEA region.
The Company’s main markets include the USA, China and the European Union. The Company’s sales are predominantly based on digital distribution, complemented by group synergies in distribution through classic channels, mainly under the agreement with PlayWay S.A.
As at the Prospectus Date, the Issuer produced and released one game, three paid DLCs and 12 free event add-ons. All of these were released for PCs and are being successively released for other platforms. The Issuer’s key product, Cooking Simulator, was released on 6 June 2019. The first DLC, Cooking with Food Network, was released on 24 October 2019 and the sales volume exceeded 117,000 units by 31 August 2021. The sales volume of the second DLC, Cakes and Cookies released on 11 June 2020, exceeded 127,000 units. The sales volume of the third DLC, Pizza, released on 12 November 2020 exceeded 84,000 units.
The Company plans to release two new paid add-ons for Cooking Simulator, a second part of the game for different hardware platforms, and several other PC games which are to be ported to other hardware platforms as well.
In response to interest from the gaming community, the Issuer plans to release Cooking Simulator 2 in the first half of 2022. The second part of the game will be complementary to the first part and the sales of one part will boost the sales of the other part. The main distinguishing feature of Cooking Simulator 2 will be the multiplayer mode, which is not available in the first part, and the possibility of mixing ingredients to make your own dishes. As in the first part, the main goal is to build a stable group of active players, get very good ratings and generate a high sales volume.

Issuer’s share capital
The Company’s share capital recorded in the National Court Register amounts to PLN 400,000.00 and is divided into 4,000,000 shares, with a nominal value of PLN 0.10 per share, including:

• 4,000,000 series A shares

Public offering of series A and B shares
The offering included:

1. 135,000 new issue series B shares,
2. 662,264 existing series A shares held by PlayWay SA (582,264 shares), Leszek Lisowski (40,000 shares) and Łukasz Dębski (40,000 shares).

Issue/selling price of the shares: PLN 35.00
On 15 November 2021, 797,264 offered shares were allotted, including:

• 239,179 series A shares allotted in the individual investor tranche;
• 558,085 shares allotted in the institutional investor tranche, including 135,000 series B shares and 423,085 series A shares.

The reduction rate in the individual investor tranche was 68.68%.
As a result of the public offering, series B shares were allotted to 28 investors in the institutional investor tranche. In total, 1530 subscriptions were placed in the Small Investor Tranche and 28 subscriptions in the Large Investor Tranche. The reduction rate in the Small Investor Tranche was 68.68%. 

Public offering value: PLN 27,904,240 including:

• new issue value (raised by the Issuer): PLN 4,725,000,
• value of sold shares (raised by selling shareholders): PLN 23,179,240.

Purpose of the issue:
The Company expected to raise net proceeds from the issue of New Shares at PLN 5 million.
The Issuer intends to use the funds raised from the issue of New Shares for the development of three new game projects by in-house development teams or with the support of third-party development teams. The development of games by development teams and the payment of remuneration to developers will be based on the terms and conditions set forth in service or cooperation contracts signed with the developers.

Company capitalisation:
PLN 140,000,000 (before the registration of new issue shares) and PLN 144,725,000 (after the registration of new issue shares) calculated at the issue price and the price of shares sold in the public offering, i.e. PLN 35.00