PCF Group shareholders have decided on an issue of shares to finance the updated development strategy of the People Can Fly Group

01.03.2023/by Magdalena Kupiec

PCF Group shareholders have decided on an issue of shares to finance the updated development strategy of the People Can Fly Group

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

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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.

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People Can Fly updates strategy, will focus on self-publishing. the group’s goal is to generate cumulative revenues of at least PLN 3.0 billion In 2023–2027

31.01.2023/by Karolina Uzarek

People Can Fly updates strategy, will focus on self-publishing. the group’s goal is to generate cumulative revenues of at least PLN 3.0 billion In 2023–2027

Warsaw, 31 January 2023

The management board of PCF Group S.A. has adopted a development strategy update for the company and the People Can Fly group. Most of the games from the group’s portfolio will be developed in the self-publishing model. In the management board’s opinion, in the longer term this may be much more profitable than the model of cooperation with publishers carried out to date. The group’s strategic goal is to generate at least PLN 3.0 billion in cumulative revenues in 2023–2027.
The company plans to further reinforce its game development teams. The main shareholder of PCF Group also intends to introduce an incentive program under which key employees and contractors will obtain the right to acquire the company’s shares constituting up to 4.13% of the current share capital, without diluting the existing shareholders. This will occur under the condition that the group earns a cumulative EBITDA in 2023–2027 of PLN 1.5 billion.
To implement the new strategy, the company plans to raise proceeds from a new issue of shares worth about PLN 205–295 million.

“Two years after our IPO, we can state that all our short-term strategic goals have been achieved or exceeded,” said Sebastian Wojciechowski, CEO of People Can Fly. “We have expanded our production teams and signed on world-class professionals, from creative directors to developers. They are the elite of the gaming industry. Many of them have collaborated with the most admired studios, creating games that have won acclaim among players and achieved commercial success. We also conducted an internal transformation, from our method of working on projects to global reinforcement of support structures. We have the resources, experience and knowledge to work effectively on several projects simultaneously. Since our debut on the Warsaw Stock Exchange, our teams in North America have begun work on two entirely new games from the AAA segment, with attractive target groups, which today are in the pre-production phase.”

In the last two years the group also successfully completed work on the Outriders game and the expansion Outriders: Worldslayer, in cooperation with the publisher Square Enix. Moreover, the group greatly strengthened its development teams—in numbers and competencies—among other things thanks to the acquisition of new teams in the United States, Canada, and Poland. There are now over 600 people working in the group, as compared to 280 at the end of 2020.

Vladimir Makarychev, Head of Publishing at People Can Fly, commented: “The company has also built up knowledge, skills, and resources to successfully self-publish games. We are now ready to bring our games to gamers entirely on our own. We have no doubt that in the longer perspective, this may be a much more profitable business than the model to date of cooperating with publishers. Self-publishing a game gives us greater control over the development process, choice of the optimal monetization model, and shaping the marketing, sales and distribution strategy. Self-publishing obviously also allows the developer to retain a larger percentage of the sales revenue. We are aware that this model carries greater risk, but we can mitigate the risk by diversifying the portfolio of games and developing multiple games simultaneously.”

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 group 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). 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 (each developed by a separate team)—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, currently at the concept/ideation stage.

According to Satoko Jenkins, CFO of People Can Fly, “The company’s strategic aim is to generate cumulative revenue in 2023–2027 of at least PLN 3.0 billion. We strongly believe that the rescaling of PCF’s business as a result of implementation of the strategy will bring a significant increase in value for shareholders.”

People Can Fly will continue to collaborate with reputable partners using the work-for-hire model on selected projects, if attractive opportunities for such cooperation arise. These arrangements provide financial stability for the company, with room to experiment and innovate, and if the projects breakeven, generate additional financial benefits.

The key principles of the People Can Fly strategy also include expansion of development teams and raising their professional qualifications, while maintaining high employee retention and satisfaction and the unique organizational culture.

The main shareholder of PCF Group, Sebastian Wojciechowski, also intends to introduce an incentive program in which key employees and contractors will obtain the right to acquire shares of the company not exceeding 4.13% of the current share capital, without diluting the existing shareholders. This will occur in particular on the condition that the group generates a cumulative EBITDA of PLN 1.5 billion in 2023–2027. Half of the shares offered in the program will be allocated to eligible individuals after exceeding 80% of the target cumulative EBITDA, and the other half along with the increase of the cumulative EBITDA until the target level is reached, when 100% of the offered shares will be allocated to eligible employees or contractors of the group.

These shares will be offered at the highest of the following prices:

The price of the company’s shares on the Warsaw Stock Exchange on the date of allocating the shares to the eligible individual (understood as the date of signing the agreement between the eligible person and the main shareholder);
The price per share for institutional investors from the company’s IPO in 2020;
The price per share determined for the purpose of the new share issue.

The main shareholder’s lock-up period (except for shares earmarked for the incentive program or purchased after the IPO) will be extended until the end of 2027, except for strategic and tender offer transactions.

For implementation of the new strategy, the company plans to raise funds from a new issue of shares in the amount of approximately PLN 205–295 million. It 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 final number and price of the offered shares will be determined through an accelerated bookbuild.

The company plans to allocate the proceeds entirely towards completion of the Dagger, Bifrost and Victoria projects, by expanding the development teams to a level appropriate to the specific stages of development of those games.

Relevant resolutions on the planned increase in the company’s share capital, excluding the existing shareholders’ pre-emptive rights, will be submitted to a vote during the extraordinary general meeting of the company convened for 28 February 2023.

PCF Group has also published selected estimated financial results of the group for 2022:

Sales revenue: PLN 170 million
EBITDA: PLN 48.5 million

The company plans to publish the full annual report for 2022 on 27 April 2023.

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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 600 people working in the group, two-thirds of them in Europe and one-third in North America, of whom 400 are 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.

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Disclaimer

This document has been prepared by PCF Group S.A. with its registered office in Warsaw (“PCFG”) to provide a general overview of the PCFG Group (“PCFG Group”) through a set of selected highlights. It is purely informational and does not purport to be a complete analysis of the PCFG Group’s financial condition. All information contained herein speaks only as of its date and therefore this document will not be revised, updated or rewritten to reflect any changes in circumstances subsequent to its date.

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