THIS MATERIAL AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC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 MATERIAL 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 MATERIAL.
29 May 2023
PCF GROUP (PEOPLE CAN FLY) CONSISTENTLY IMPLEMENTS STRATEGY AND LAUNCHES ISSUE OF SHARES
PCF Group is launching an issue of shares, from which it expects to raise about PLN 205–295 million. The offering is directed to selected investors, including Krafton, a South Korean publisher and developer of games, which has undertaken to subscribe for over 60% of the offered shares with a total value of about PLN 144.5 million. PCF Group will also obtain new debt financing.
PCF is consistently implementing its updated growth strategy, which calls for release of most games from its portfolio in the self-publishing model. It also continues to be open to cooperation with renowned partners in the work-for-hire model, if the terms are attractive for PCF Group. If negotiations currently underway with a global publisher conclude positively, a new project will join the portfolio of games executed by People Can Fly.
A natural consequence of the move to self-publishing is incurring of higher costs against the group’s current results, as the anticipated benefits from self-publishing of games will occur in the future, after the launch of each game.
Clear strategy, concrete goals
“Under the updated growth strategy of the People Can Fly group presented in January of this year, we will self-publish most of the games from our portfolio,” said Sebastian Wojciechowski, CEO and largest shareholder of PCF Group. “Our five-year financial plan clearly indicates that in the longer term, the move to self-publishing will build greater value for the company and the shareholders. Our strategic target is to generate combined revenues of at least PLN 3 billion in 2023–2027, nearly five times more than in 2018–2022.”
One of the elements of the strategy now being pursued is expansion of the development teams and raising their professional qualifications, while maintaining high employee retention and satisfaction and the unique organizational culture. At the end of March 2023, the People Can Fly team, including the PCF Group subsidiary Incuvo, numbered over 640 people (5% more than at the end of 2022), and nearly 450 of them are game developers. In the time horizon of the strategy, through the end of 2027, the total number of Aviators may reach about 1,200.
The principal shareholder of PCF Group also intends to introduce an incentive programme in which key employees and associates will be awarded rights to acquire shares in the company constituting up to 4.11% of the current share capital, without diluting the existing shareholders. This will occur under the condition that the group generates a cumulative EBITDA in 2023–2027 of at least PLN 1.5 billion.
Share issue soon
According to Sebastian Wojciechowski, “Achievement of our plans obviously requires securing adequate financing, and one of the key elements of this is the issue of new shares which we are now launching. We are pleased that even before launching the offering, we have found an investor which has undertaken to subscribe for over 60% of the offered shares—Krafton, one of South Korea’s largest game publishers and developers.”
The new issue (SPO) will include up to c. 5.85 million series F shares, from which the company expects to raise about PLN 205 to 295 million. The offering is being conducted as a private subscription (not requiring publication of a prospectus), directed exclusively to invited qualified investors or investors taking up shares for a total value of at least EUR 100,000. The issue is being conducted excluding the subscription rights of existing shareholders, but shareholders entitled to take part in the offering, holding at least 0.25% of the company’s shares (as of the end of the day on 28 February 2023), will have a priority right to take up new shares enabling them to maintain their existing proportion of the share capital.
Krafton has undertaken to subscribe for shares constituting 10% of the share capital of PCF Group after the offering, and thus about 3.59 million shares (over 60% of the issue), assuming subscription for the maximum number of series F shares. The issue price of the shares subscribed for by Krafton has been set at PLN 40.20 per share, regardless of the number and price of issue shares subscribed for by other investors in the SPO. Assuming subscription for the maximum number of series F shares, the total value of shares taken up by Krafton will thus be a maximum of about PLN 144.5 million.
Under the timetable for the offering, book-building begins today, 29 May, and lasts until 1 June (with the possibility of shortening the period), and announcement of the issue price and tentative allotment of the shares will also occur on 1 June. Contracts to take up the shares will be concluded from 2 to 6 June, and the final allotment of shares will occur on 9 June 2023.
New debt financing
To implement the new strategy, the company intends to use its own cash, current operating cashflows, and other available sources of financing, which will not dilute shareholder ownership.
A few days ago a subsidiary of PCF Group, People Can Fly Canada, concluded an agreement with the Bank of Montreal for granting of two working-capital loans, of up to CAD 1.2 million (c. PLN 3.7 million) to finance working capital and general corporate needs of PCF Canada, and up to CAD 8.0 million (c. PLN 24.8 million) to prefinance future tax credits in Canada.
A new project with a global publisher may join the People Can Fly portfolio
Alongside expansion of its own publishing activity, the strategy of the People Can Fly group also provides for the possibility of cooperating with renowned partners in the work-for-hire model, if attractive opportunities for such cooperation arise. Contracts of this type provide financial stability for PCF Group and also room for experimentation and growth.
A week ago PCF Group reported on the ongoing negotiations for conclusion of a development and publishing contract with a renowned global publisher.
As Sebastian Wojciechowski explained, “For obvious reasons, at this stage we cannot disclose any details. I can only say that it involves a new video game, and thus if the negotiations are successful and a contract is signed, the portfolio of games developed by People Can Fly will increase with an additional project in the work-for-hire model, under which we are commissioned by the publisher to develop the game, in exchange for which PCF will receive the agreed fee. This will have a positive impact on our financial results and cashflow.”
People Can Fly is currently working on seven projects at various stages of advancement. Four of them are games from the AAA segment, one of which, Project Gemini, is already in the production phase and is being carried out in the work-for-hire model commissioned by Square Enix, the group’s long-time publisher. Three further games from the AAA segment—Project Dagger, Project Bifrost and Project Victoria—are in the pre-production phase, and the company plans to release them in the self-publishing model, with launches planned for 2025–2026. Another game is Project Red, from the compact-AAA segment, currently at the concept phase. In addition, the People Can Fly portfolio includes two games for virtual reality (VR) platforms—Project Thunder and Green Hell VR—developed by Incuvo.
Investments in future growth
Today PCF Group also published its results for the first quarter of 2023. The company generated EBITDA of PLN 3.0 million, as compared to PLN 16.5 million in 1Q 2022, and revenue in the period of PLN 34.9 million, vs. PLN 50.4 million a year earlier. These results are in line with the expectations of the management board. The lower revenues are largely due to the end last year of cooperation with Take-Two Interactive, former publisher of Project Dagger (currently this project is being developed by the PCF group on its own, under the assumption of releasing the game in the self-publishing model).
Moreover, a natural consequence of the move to self-publishing is that certain costs of the projects under development, including costs associated with expanding the development teams and building the group’s own publishing structures, will impact the group’s current results, as the bulk of revenue from self-publishing of games will arise in the future, after the launch of each game.
With regard to revenues and financial performance in the coming quarters, the management board of PCF Group expects a reversal of the downward trend in the event of a positive conclusion of the ongoing negotiations with one of the global publishers and the signing of a development and publishing agreement for a new project developed in the work-for-hire model.
In addition, this year’s results will be positively impacted by VR projects scheduled for release in 2023. These include the release of Project Thunder and the debut of Green Hell VR on additional VR platforms (HTC and Sony NGVR).
People Can Fly was founded in 2002 and is one of the pioneers on the market for shooter games in Europe, and one of the top three most experienced Polish developers of games from the AAA segment. People Can Fly has developed such games as Painkiller (launched in 2004), Bulletstorm (2011), Gears of War: Judgment (2013) and Outriders (2021).
There are currently over 640 people working in the group, two-thirds of them in Europe and one-third in North America, of whom 450 are game developers.
In January 2023 the group updated its growth strategy, with the aim of strengthening the group’s publishing activity and implementation of most projects in the self-publishing model and in the game-as-a-service model. The company also intends to continue expanding its teams of game developers.
The shares of PCF Group, which owns the People Can Fly studio, have been listed on the Warsaw Stock Exchange since December 2020.
This material is solely for information purposes and has been prepared exclusively in order to provide essential information on the terms of the issuance and the offering for the new shares of PCF Group S.A. (the “Company”). This material is by no means intended, whether directly or indirectly, to promote the offering or subscription of the shares of the Company referred to in this material (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 material.
This material 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 material 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 material 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.
This material 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 material 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 material 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 material. No statement in this material 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 material 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.
This material does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This material 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 material 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.