Final price and number of the offered shares
Final price and number of the offered shares
Investors’ demand for shares of the PCF Group significantly exceeded the number of shares offered in the IPO.
The issue price for the institutional investors was set above the maximum price.
- The issue price for the retail investors will be PLN 46 per share.
- The issue price for institutions will be PLN 50 per share.
Warsaw, 4 December 2020 — PCF Group S.A. (PCF Group, the Company, PCF, People Can Fly), a globally recognized developer of AAA games has concluded the bookbuilding among institutional investors and closed subscriptions for the retail investors and employee tranche shares, obtaining declarations of interest from the investors for all shares to be offered in the IPO.
The Management Board of PCF Group S.A., in consultation with the Global Coordinator, has determined:
- the final price of the new shares for retail investors for PLN 46
- the final price of the new shares for institutional investors for PLN 50
- the final price per share for the employee tranche investors for PLN 41.4 per each new share, i.e. 90% of the final price of the new shares for retail investors
The final number of the shares to be offered in the Offer has also been determined at 4,125,024, of which: 2.062.512 of the new shares and 2.062.512 of the sale shares to be sold in the offer by the current shareholders of the Company, of which 618.750 of the new shares will be allotted to retail investors, 42.297 of the new shares will be allotted to the investors in the employee tranche and 1.401.465 of the new shares as well as all sale shares will be offered to the institutional investors.
The institutional investors will place their subscriptions from 7 to 9 December. The allotment of the Offer Shares is scheduled for 11 December.
The total gross value of the PCF Group S.A. public offer, assuming that the investors acquire all of the offer shares, will exceed PLN 203 million.
The proceeds from the issue will be used to pursue the Company’s strategic goals, including the development of the existing development team in all locations and soliciting new development teams, launching new development studios or acquiring other game developers. Additionally, after some necessary preparations the Company is planning to develop games in the “self-publishing” model, as their developer and publisher, based on its proprietary existing or new IP.
“We have successfully completed a very intensive road show for the institutional investors. We are very satisfied with the great interest in the company, also shown by the large open-end pension funds and fund management companies. Dozens of meetings have confirmed that the investors are comfortable with our strategy to continue strengthening the People Can Fly brand as one of the leading independent developers of shooters and RPG-shooters in the AAA video games segment. The appreciative reception of our business success so far and development plans results in the demand from institutional and retail investors significantly exceeding the supply of the offer shares, which makes us very proud. In consequence, the issue price for the professional investors is set above the originally assumed maximum price, which has only occurred twice in the history of our capital market, and we are nevertheless looking at significant reductions in this tranche. We consider this to be a great success and a very strong motivation to continue the development of our Company. Due to the great demand for the shares offered by PCF we are also expecting significant reductions in the retail tranche” says Sebastian Wojciechowski, President of the Management Board and majority shareholder of the PCF Group S.A.
People Can Fly – global gaming business
The PCF Group is a rapidly developing video games developer specializing in shooters and cooperating with the leading international game publishers. The PCF Group runs the People Can Fly development studio that was established in 2002 and is one of the three most experienced Polish developers of AAA games. Games developed by People Can Fly include award-winning titles acclaimed worldwide by gamers and media, such as Painkiller, Bulletstorm and Gears of War: Judgment.
Currently, People Can Fly cooperates with Square Enix on the largest production in its history in terms of the budget and complexity — an RPG shooter Outriders that is scheduled to be released on 2 February 2021. People Can Fly’s technology backbone is based on Unreal Engine — a popular game development engine created by Epic Games. At the same time People Can Fly works on two other, new AAA games – with Take-Two Interactive on project Dagger and with Square Enix on project Gemini.
PCF Group S.A. will be advised in the IPO process by: Trigon Dom Maklerski – Global Coordinator, Greenberg Traurig Grzesiak — legal counsel, Grant Thornton — auditor and cc group — as investor relations and public relations advisor.
More about the company at::
Outriders in social media:
For further information, please contact:
Contact for media:
Michał Wierzchowski, cc group
tel. +48 531 613 067
This document is for advertising purposes only and should in no circumstances be used as a basis to make decisions on purchasing or subscribing for securities of PCF Group S.A. with its registered office in Warsaw (the “Company”).
This announcement relates to (i) the public offering of the Company’s shares (the “Offered Shares”) in the territory of Poland (the “Offer”) and (ii) the seeking of admission and introduction of the Company’s securities, including the Offered Shares to trading on the regulated market (main market) operated by the Warsaw Stock Exchange (the “Admission”). This document is an advertisement within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301. This announcement is not a prospectus or any other offering document within the meaning of the law including Prospectus Regulation and the act of 29 July 2005 on public offerings and conditions for the introduction of financial instruments to organized trading, and on public companies.
On 25 November 2020 the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) approved the prospectus (the “Prospectus”) that has been prepared in relation to the Offer and the Admission. The Prospectus, constitutes, together with all duly approved and published supplements and published updating announcements, as well as with information on the final price of the Offer Shares for particular categories of investors and the final number of the offer shares to be offered in the Offer, as well as information on the final number and categories of the Offer Shares to be offered to particular categories of investors (once prepared and published) the only legally binding document containing information on the Company, the Offer and Admission. The Prospectus has been published and is available on the Company’s web site (www.peoplecanfly.com) and additionally, for information purposes only, on the web site of the Global Coordinator – Trigon Dom Maklerski S.A. with its registered office in Kraków (www.trigon.pl). The Prospectus is the only legally binding offering document containing details regarding the Company, Company’s shares (including Offered Shares) and the Offering for the purposes of the Offering and the Admission.
Any subscriptions for the Offered Shares under the Offer should be made solely based on the information contained in the Prospectus.
The approval of the Prospectus by the Polish Financial Supervision Authority should not be construed as its endorsement of the securities offered in the Offer or subject to the Admission. Potential investors should carefully analyze the whole Prospectus, in particular the risks connected with the investment in shares included in the “Risk factors” section of the Prospectus and the terms of the Offering. Any investment decisions pertaining to the securities of the Company should be made only after analyzing the whole Prospectus together with all duly approved and published supplements and published updating announcements, as well as with information on the final price of the offer shares for particular categories of investors and the final number of the offer shares to be offered in the Offer, as well as information on the final number and categories of the offer shares to be offered to particular categories of investors (once prepared and published).
Providing investment, legal, tax or financial advice is not the purpose of this announcement. Data contained herein is valid as at the date of its publication and consequently may become obsolete due to variety of reasons. Since this announcement is an advertisement you should not rely on its completeness. None of the data contained herein should in themselves be the basis of any investment decisions.
This announcement is not a disclosure recommending or suggesting an investment strategy, in particular it is not an investment recommendation within the meaning of Regulation (EU) 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 the Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest.
This announcement does not constitute an offer or invitation to subscribe for or acquire any securities of the Company in the United States, Australia, Canada, Japan or in any other jurisdiction where to do so would constitute a violation of the relevant laws or require registration.
THIS DOCUMENT IS NOT FOR DISTRIBUTION, ANNOUNCEMENT OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE ANY REGISTRATION, APPLICATION OR OBTAINING A PERMIT IN SUCH JURISDICTION.
Securities cannot be sold in the United States if they were not registered with the United States Securities and Exchange Commission or are not exempt from the registration obligation pursuant to the applicable provisions of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities referred to herein have not been and will not be registered under the U.S. Securities Act or by any authority regulating the trading in securities of any state or under the jurisdiction of the United States and cannot be offered, sold, encumbered or transferred in other way in the territory of the United States.
Neither the Prospectus nor the securities of the Company covered thereby have been or will be subject to registration, approval or notification in any country other than the Republic of Poland and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of other member states of the European Union, United States of America, Australia, Canada and Japan). Any investor that resides in or has its registered office outside the Republic of Poland should review the relevant regulations of Polish law as well as the regulations of other countries that may apply thereto in connection with their participation in the Offering.
This communication must not be published or otherwise transmitted, distributed or sent, directly or indirectly, in whole or in part, in or into the territory of the United States of America or among U.S. persons (as defined in Regulation S under the US Securities Act), or in or into the territory of Australia, Canada or Japan, or any other jurisdiction where the distribution of this communication would violate any applicable laws or regulations, or require any registration or license therein. A failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.
This announcement may contain forward-looking statements. The forward-looking statements rely on many assumptions concerning the current and future activities of the Company or its group (the “Group”) and their present and future environment. These assumptions concern, in particular, the Company’s or Group’s ability to successfully implement its strategy, the expected profitability, growth rate and developments in the Company’s industry. The forward-looking statements are based on an evaluation of the Company today and, naturally, on the circumstances that will occur in the future. As such, they depend on a number of known and unknown issues related to various risks that are beyond Company’s control. This means that some material risks may cause the actual future developments to deviate significantly from the forward-looking statements, and thus cause the Company’s or Group’s actual performance, financial condition or prospects to significantly deviate from those described in or implied by the forward-looking statements, or the Company’s and Group’s historical performance and achievements.
The Company, the Company shareholders selling shares in the Offer (the “Offerors”) and Trigon Dom Maklerski S.A., each with its respective affiliates, explicitly renounce any obligations or liability to update, verify or adjust any forward-looking statements that may be included in this announcement, whether with respect to the availability of new information or to the occurrence of future events, or otherwise.
Neither Trigon Dom Maklerski S.A. nor any of the Offerors, their directors, members of corporate bodies, employees, advisors or proxies, assume any liability or make explicitly or by implication any statements or representations concerning the accuracy, fairness or completeness of the information provided in this document (or concerning any omissions of information from this document), or any other information concerning the Company, its subsidiaries or affiliates, whether oral, visual, written or electronic, however transmitted or divulged, or for any losses resulting from reliance on this communication or its content, or occurring in relation to this communication or its content.
The acquisition of the securities referred to in this communication may expose the investor to a significant risk of forfeiting the invested amount. All persons contemplating such an investment should consult a professional investment advisor. This announcement is not a recommendation concerning the Offer The value of the shares may be increased or decreased. A potential investor should seek professional investment advise whether this Offer is appropriate for its needs.