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New listing of the company SIMFABRIC S.A. on NewConnect

SIMFABRIC S.A. was newly listed on NewConnect on 7 April 2020.

SIMFABRIC S.A. is the 378^th issuer listed on NewConnect and the fourth new listing on NewConnect in 2020.

Key information

* reference price at the selling price of most of series A shares

History/Core business

The Issuer’s legal predecessor, EMILUS IT SOLUTIONS Sp. z o.o., was established in 2016. In June, the General Meeting decided to change the name of the company to SimFabric Sp. z o.o. The Issuer was established in the transformation of SimFabric Sp. z o.o. into SimFabric S.A. under a resolution of the Extraordinary General Meeting of 4 June 2019 concerning the transformation of the company. The joint-stock company was registered in the National Court Register on 31 January 2019.

The Issuer is active in the video game business and specialises in game porting (transfer across platforms) to consoles and desktop computers, as well as game development.

In addition to the video game business, the Company signed several contracts (worth PLN 2.35 million) to produce e-learning materials for comprehensive and vocational secondary schools, contracted by the issuer’s clients who raised funding from EU funds.

The Company’s equity is PLN 625.000 divided into 6,250,000 shares with a nominal value of PLN 0.10 per share including:

·       5,625,000 series A ordinary bearer shares,

·       625,000 series B ordinary bearer shares.

Issue of series A shares

Basis of the issue: transformation deed of the limited liability company into a joint-stock company of 4 January 2019

Number of shares taken up and paid: 5,625,000

issue price: equal to the nominal price  

payment for the shares: assets of SIMFARBRIC Sp. z o.o. in connection with the transformation of the limited liability company into a joint-stock company

registration date: 31 January 2019

Issue of series B shares (private placement excluding subscription rights)

Basis of the issue: Resolution of the Management Board of the Company of 11 February 2019 increasing the share capital within the limits of authorised capital

offering date: 11-28 February 2018

number of shares taken up: 625,000

issue price: PLN 0.96

issue value: PLN 600,000

number of shareholders: 18

registration date: 4 April 2019

The series B shares were not included in the application for introduction to trading on NewConnect due to the circumstances presented below in the section “Shares introduced to trading on NewConnect”.

Sale of series A shares

There were 15 transactions in the past 12 months including:

• 1,811 shares at PLN 1.65 – in May 2019
• 320,000 shares at PLN 3.20 – in October 2019
• 4,000 shares at PLN 4.80 – in November 2019
• 91,250 shares at PLN 3.20 – in November 2019
• 101,939 shares at PLN 3.20 – in December 2019

Shareholders

The Issuer’s shareholders: PlayWay S.A., Emil Leszczyński, Julia Leszczyńska and one natural person, issued statements to the Authorised Advisor locking up their holdings for 12 months after the first trading day of the Company’s shares on NewConnect. The lock-ups cover 74.85% of the Company’s shares.

Selected financials (PLN): 

The equity of the Company was PLN 2,259,777 as at 31 December 2019 r.  

                                                           revenue             change in stocks        profit/loss

-  01.01.2017  – 31.12.2017            420,529                    420,529                        (13,326) 

-  01.01.2018  – 31.12.2018            832,624                     631,765                         13,007

-  01.01.2019  – 31.12.2019 *       2,650,134                 1,024,101                        448,897

*unaudited

Shares introduced to trading on NewConnect

Due to legal action lodged on 5 April 2019 (delivered to the Issuer on 24 October 2019) requesting the declaration of invalidity of the Resolution of the Management Board of the Company of 11 February 2019 increasing the share capital of the Company with an issue of series B bearer shares (within the limits of authorised capital) or, in the alternative, its revocation, together with an application for interim measures, filed by two shareholders who are minors represented by their legal representative, the Issuer’s Management Board decided to suspend seeking the introduction of:

• 156,000 series A ordinary bearer shares held by the plaintiffs, and
• 625,000 series B ordinary bearer shares.
• 5,469,000 series A ordinary bearer shares were introduced to trading on NewConnect.