Regulatory Filings • Mar 14, 2025
Regulatory Filings
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Disclosure of delayed inside information regarding the commencement byPCF Group S.A. of negotiations towards the conclusion of a productionagreement with Sony Interactive Entertainment LLCPursuant toArticle 17 paragraph 1 and 4 of Regulation (EU) No. 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(the "MAR"), the Management Board of PCF Group S.A. (the "Company")discloses to the public the following inside information concerningcommencement by PCF Group S.A. of negotiations towards the conclusion ofa production agreement with Sony Interactive Entertainment LLC (the"Inside Information").
Due to signing on 13 March 2025 a production agreement (PrototypeDevelopment Agreement) the Company has decided to disclose this InsideInformation to the public.
The disclosure of the Inside Information to the public was delayed on 11July 2024 on the basis of Article 17 paragraph 4 of the MAR.
Contents of the delayed Inside Information:
The Management Board of PCF Group S.A. with its registered office inWarsaw (the "Company") hereby informs that in reference to a proposalmade by Sony Interactive Entertainment LLC with its registered office inSan Mateo, California, USA (the "Publisher") and received by the Companyon 3 February 2025 for a production agreement (Prototype DevelopmentAgreement) (the "Production Agreement"), regarding cooperation of theparties in the production of a prototype for a new video game codenamedProject Delta (the "Product") based on the intellectual property rightsowned by the Publisher, after the parties reached an understanding onthe business model for this cooperation and after thorough assessing theaforementioned proposal for the Production Agreement, on 6 February 2025the Company decided to commence negotiations to conclude the ProductionAgreement.
The Production Agreement, which is the subject of negotiations, providesthat works on the Product are to be performed in the work-for-hiremodel, i.e. by the Company as a developer as commissioned by and for thePublisher in return for which the developer will receive the agreedremuneration from the Publisher.
In accordance with the negotiated Production Agreement, work on theProduct will be divided into milestones. The detailed terms ofcooperation between the parties regarding achieving and payment forsubsequent milestones will be set forth in a milestone schedule to theProduction Agreement.
The scope and terms of the negotiated Production Agreement do not differsubstantially from the terms of production agreements typicallyconcluded for this type of project.
The conclusion of the Production Agreement will be announced by theCompany in a separate current report. The Management Board of theCompany also informs that commencement of negotiations to conclude bythe Company of the Production Agreement does not mean that theconclusion of the Production Agreement will take place.
The above decision of the Company is in line with the update of theStrategy of the Company and the People Can Fly capital group announcedby the Company on 31 January 2023, according to which if there arecommercially attractive opportunities for cooperation with reputablepartners in the work-for-hire model, then the Company will take fulladvantage of them.
Substantiation of the delay in disclosure of the Inside Information tothe public:
The Management Board believes that at the time the decision was made todelay the disclosure of the above Inside Information, it met theconditions set out in the MAR and the guidelines of the EuropeanSecurities and Markets Authority for delaying disclosure of insideinformation of 13 April 2022.
The Management Board believes that a prompt disclosure of informationregarding the commencement of negotiations towards the conclusion of theproduction agreement would have created a risk of infringing thelegitimate interests of the Company and its capital group by it possiblyhaving an adverse effect on the progress and outcome of the negotiationsfrom the entities competitive towards the Company.
At the same time, on the date of the decision to delay the publicationof the Inside Information it was hard to predict the outcome of thenegotiations, and the likelihood that the production agreement would beconcluded was undeterminable. In this situation the Management Board hasdecided that if disclosed to the public, the Inside Information might bemisinterpreted and potentially affect the Company's goodwill.
In the opinion of the Management Board, there were no reasons to believethat a delay in the disclosure of the Inside Information could bemisleading to the public, in particular due to the absence of anyearlier public announcements from the Company concerning the matter towhich the Inside Information pertained.
The Management Board believes that maintaining confidentiality of theInside Information at the time of making the decision to delay itsdisclosure was assured, in particular by making a list of theindividuals authorized to access to the Inside Information, as requiredunder Article 18 of the MAR. This list of individuals was systematicallymonitored and updated on an as-needed basis.
Pursuant to Article 17 paragraph 4 of the MAR, the Company will notifythe Polish Financial Supervision Authority of the delay in disclosure ofthe Inside Information, stating the reasons for the delay, immediatelyupon the publication of this Report.
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