Warsaw, 28 February 2023
The extraordinary general meeting of PCF Group has adopted a resolution on issuance of up to about 5.85 million Series F shares, from which the company expects to raise about PLN 205 to 295 million. The proceeds will be earmarked entirely for increasing the size of the development teams working on three games from the AAA segment—Project Dagger, Project Bifrost and Project Victoria—which People Can Fly intends to release in the self–publishing model. The growth of self-publishing is a major element up the group’s updated development strategy, with the strategic goal of generating at least PLN 3 billion in cumulative revenues in 2023–2027.
Under the adopted resolutions, the issue of Series F shares will be conducted as a private subscription (not requiring publication of a prospectus), directed exclusively to qualified investors or investors taking up shares for a total value of at least EUR 100,000. The issue will be conducted excluding the subscription rights of existing shareholders, but shareholders holding at least 0.25% of the company’s shares will have a priority right to take up new shares enabling them to maintain their existing proportion of the share capital.
The final number and price of the offer shares will be determined through an accelerated bookbuild.
“Under the updated development strategy of the People Can Fly group presented one month ago, we will self-publish most of the games from our portfolio,” said Sebastian Wojciechowski, CEO of People Can Fly. “Our 5-year financial plan shows that in the longer term, the move to self-publishing will build greater value for the company and the shareholders. Achievement of these plans will obviously require securing adequate financing. The current macroeconomic situation and high interest rates are impacting the availability and terms for raising debt financing, which is why we decided to conduct an issue of new shares. Our strategic goal is to generate at least PLN 3 billion in cumulative revenues in 2023–2027. That’s nearly five times greater than in 2018–2022. We believe that this five-fold growth in the scale of operations justifies a dilution of the capital of not quite 20%.”
People Can Fly is currently working on seven projects at various stages of advancement. The game code-named Project Thunder, for virtual reality (VR) platforms, developed by the subsidiary Incuvo, will be launched later in 2023. Incuvo is also working on Green Hell VR, which launched last year on the Oculus Quest 2, Oculus Rift and Pico platforms and PC, and this year is slated for release on further VR platforms (HTC and Sony NGVR).
Meanwhile, four games from the AAA segment are now in the pre-production phase. The company plans to release three of them—Project Dagger, Project Bifrost and Project Victoria—in the self-publishing model, with launches planned for 2025–2026. And the launch of the game code-named Project Gemini, which People Can Fly is developing in the work-for-hire model with the group’s long-time publisher, Square Enix, is planned for 2026.
Another game in the People Can Fly pipeline is Project Red, from the compact-AAA segment, currently at the concept/ideation stage.
The company plans to devote the proceeds from the issue of new shares entirely to increasing the size of the development teams working on projects Dagger, Bifrost and Victoria. These three games are being developed by People Can Fly teams in North America. They currently number from 30 to 70 people each, and ultimately will number 120 to 150, depending on the project.
In addition, for the purpose of implementing the new strategy, the company intends to use its own cash, operating funds generated by the company, and other available sources of financing, which will not dilute shareholder ownership.
More information on the updated development strategy of People Can Fly is available at: https://peoplecanfly.com/investors-en/#groups-strategy
THIS MATERIAL AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT INTENDED FOR PUBLICATION, RELEASE, DISTRIBUTION OR TRANSMISSION 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, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.
THIS MATERIAL IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
This material is for information purposes only and has been prepared by PCF Group S.A (the “Company”) exclusively in order to provide essential information on the issuance and offering of its new shares. This material is by no means intended, whether directly or indirectly, to promote the offering, subscription or purchase of the Company’s shares referred to herein (the “Placement Shares”) and is not an advertisement or promotional material prepared or published by the Company for the purpose of promoting the Placement Shares, their offering or subscription, or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for the Placement Shares.
The Placement 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 market 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 Placement 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 Placement 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 and the Republic of South Africa.
No prospectus will be made available in connection with the matters referred to herein and no such prospectus is required to be published (pursuant to the Prospectus Regulation (EU) 2017/1129, as amended).
This material 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 (as defined in Article 2(e) of the Prospectus Regulation (EU) 2017/1129, as amended (“Qualified Investors”); or (b) in the United Kingdom, Qualified Investors who (i) are persons with professional experience in matters relating to investments falling within the definition of “investment professional” 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) through (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) are qualified institutional buyers in the United States as defined in Rule 144A under the U.S. Securities Act (all such persons being collectively referred to as “eligible persons“). This material and the terms and conditions set out herein must not be acted or relied on by persons who are not eligible persons.
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 Placement Shares.
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 decision with respect to the offering, subscription and/or purchase of the Placing Shares. Each investor or prospective investor should conduct their own investigation, analysis and evaluation of the business and data described in this material and publicly available information. The price and value of securities may go down as well as up. Past performance is not a guide to future performance.