Relationships with debuts
New listing of SKINWALLET S.A. on NewConnect
The company SKINWALLET S.A. was newly listed on NewConnect on 2 September 2020.
SKINWALLET S.A. is the 376th company listed on NewConnect and the 10th new listing on NewConnect in 2020.
I. Key information
|
company name |
SKINWALLET S.A. |
|
seat |
Szczecin |
|
companies on NC |
376 |
|
new listings on NC in 2020 |
10 |
|
business sector |
Gaming |
|
companies in the sector |
33 |
|
core business |
trading in digital rights in games |
|
subscription/sale (Y/N, private/public) |
subscription for new shares - YES sale of existing shares -YES |
|
company valuation* |
|
|
PLN 26,520,000 |
|
|
valuation of introduced instruments* |
PLN 11,465,480 |
|
introduced shares as a % of all shares |
43.23% |
|
% free float (under 5% of shares subject to the application) |
61.44% |
|
free float value* (shares subject to the application) |
PLN 7,045,480 |
|
%free float (under 5% of all shares) |
26.57% |
|
free float value* (all shares) |
PLN 7,045,480 |
|
total number of shareholders |
94 |
|
Authorised Adviser |
INC SA |
|
Market Maker |
Dom Maklerski BDM SA |
*at the reference price of PLN 44.20
History/core business
The Issuer was established as Crow 31 S.A. on 9 August 2018 and entered into the National Court Register on 5 February 2019.
The Company carried out no operating activities from 9 August 2018 to 26 November 2019.
On 26 November 2019, the Issuer acquired an organised part of the enterprise responsible for business activities under the brand Skinwallet. The change of the company’s name to Skinwallet S.A. was registered on 3 April 2020.
The company Skinwallet S.A. operates a gaming business and focuses on the segment of trade in virtual goods in games. The Issuer operates the online portal Skinwallet.com which matches users who wish to sell virtual goods in games. The Issuer’s principal source of revenue is the sale of Counter Strike: Global Offensive gaming skins (the revenue from the sale of gaming skins for that game accounted for 77.7% of the Issuer’s total revenue in Q1 2020).
Gaming skins are virtual objects which alter the appearance of objects used during a game (e.g., machine gun, knife, gloves). Prices of gaming skins range from several cents to dozens of thousands of US dollars. According to the Information Document, the Issuer’s business model relies on algorithms which generate gains on the sale of purchased objects. Objects are purchased from gamers at attractive prices and the system offers automated sales via a number of third-party selling platforms.
The Company’s share capital is equal to PLN 600,000 divided into 600,000 shares with a nominal value of PLN 1 per share including:
- 100,000 series A ordinary bearer shares,
- 350,000 series B ordinary bearer shares,
- 100,000 series C ordinary bearer shares,
- 50,000 series D ordinary bearer shares.
Issue of series A shares
Legal basis of the issue: founding deed of a joint-stock company dated 9 August 2018 under the company name Crow 31 S.A.
Number of shares: 100,000
Nominal price per share: PLN 1
Upon the establishment of the Company, the shares were taken up and paid up in 25% by the sole founder, the company SSW Family Office sp. z o.o. sp. k. represented by Piotr Spaczyński.
All series A shares (then paid up in 25%) were sold in November 2019 to: Kornel Szwaja (current CEO, who acquired 5% of the shares at a price of PLN 0.25 per share), Dawid Chomicz (current Board Member, who acquired 5% of the shares at a price of PLN 0.25 per share), and Napoleon FIZ (related party of Tar Heel Capital Pathfinder MT Limited, the current majority shareholder), which acquired 90% of the shares at a price of PLN 0.47 per share. Following the transactions, the new shareholders paid in full contributions to the share capital comprised of A shares.
On 12 May 2020, Napoleon FIZ (a related party of the majority shareholder) sold 90,000 series A shares to Tar Heel Capital Pathfinder MT Limited (the majority shareholder) at a price of PLN 1.72 per share. The transaction was a part of Tar Heel Capital’s inter-group operations.
On 24 June 2020, Tar Heel Capital Pathfinder MT Limited sold 15,000 series A shares to Kornel Szwaja, CEO, at a price of PLN 1.00 per share. The transaction was concluded in the framework of an incentive scheme.
On 24 June 2020, Tar Heel Capital Pathfinder MT Limited sold 15,000 series A shares to Dawid Chomicz, Board Member, at a price of PLN 1.00 per share. The transaction was concluded in the framework of an incentive scheme.
The series A shares are subject to lock-up agreements. The holders may only sell the shares outside of organised trading provided that the buyers sign the lock-up agreements. The lock-up will remain in force until 3 December 2020.
Issue of series B shares (excluding subscription rights)
Legal basis of the issue: Resolution of the Extraordinary General Meeting of 3 December 2019
Number of issued shares: 350,000
Number of shares taken up: 350,000
Issue price: PLN 1.714285714
Value of the issue: PLN 600,000
Number of shareholders: 1 legal person, i.e., Napoleon FIZ (a related party of the majority shareholder)
Payment for the shares: Cash payment to the bank account
Use of funding raised in the issue of series B shares
The Issuer paid PLN 600,000 for the organised part of the enterprise of Skinwallet acquired on 26 November 2019 from Red Sky Sp. z o.o. (a related party of Tar Heel Capital Pathfinder MT Limited, the current majority shareholder) using funds raised in the issue of series B shares in the amount of PLN 600,000, such shares taken up and paid for by Napoleon FIZ (a related party of Tar Heel Capital Pathfinder MT Limited, the current majority shareholder) in cash paid to the Issuer’s bank account. Under the agreement concerning the purchase of the organised part of the enterprise, the Issuer acquired in particular: the name linked to the activity of the Skinwallet portal, the rights in internet domains, fixed assets related to the activity of the portal and all rights in such assets, agreements with contractors, all rights in the portal, software, source codes, configuration data of portal support software, copyright in works published on the portal, know-how, company secret, databases, all rights in concluded agreements. The main asset of the acquired organised part of the enterprise was a warehouse containing 13,788 Counter Strike: Global Offensive objects worth PLN 458 thousand.
Sales of series B shares
From 5 May 2020 to 10 June 2020, Napoleon FIZ sold 59,400 series B shares including:
- 53,650 series B shares sold to 43 natural persons and 4 legal persons at a price of PLN 44.20 per share, i.e., for a total price of PLN 2,371,330. All transactions were paid by a cash transfer to the seller’s bank account;
- 5,750 series B shares sold to 1 natural person at a price of PLN 34.00 per share, i.e., for a total price of PLN 195,500. The transaction was paid by a cash transfer to the seller’s bank account
On 12 May 2020, Napoleon FIZ (a related party of the majority shareholder) sold 290,600 series B shares to Tar Heel Capital Pathfinder MT Limited (the majority shareholder) at a price of PLN 1.72 per share. The transaction was a part of Tar Heel Capital’s inter-group operations.
Issue of series C shares (excluding subscription rights)
Legal basis of the issue: Resolution of the Extraordinary General Meeting of 3 December 2019
Number of issued shares: 1 – 100,000
Number of shares taken up: 100,000
Issue price: PLN 34.00
Value of the issue: PLN 3,400,000
Number of shareholders: 53 natural persons and 3 legal persons (including 4,960 shares taken up by Carpathia Capital S.A., a subsidiary of the Authorised Adviser)
Payment for the shares: Cash payment to the bank account
On 8 July 2020, Carpathia Capital sold 226 series C shares to Dom Maklerski BDM SA, which will be the market maker, at a price of PLN 44.20 per share.
Issue of series D shares (excluding subscription rights)
Legal basis of the issue: Resolution of the Extraordinary General Meeting of 3 December 2019
Number of issued shares: 50,000
Number of shares taken up: 50,000
Issue price: PLN 1.00
Value of the issue: PLN 50,000
Payment for the shares: Cash payment to the bank account
Shareholders
|
Shareholder
|
# shares |
% of capital/votes |
|
Tar Heel Capital Pathfinder MT* |
350 600 |
58.43% |
|
Kornel Szwaja |
45 000 |
7.50% |
|
Dawid Chomicz |
45 000 |
7.50% |
|
Other |
159 400 |
26.57% |
|
Total |
600 000 |
100% |
*Tar Heel Capital Pathfinder MT Limited established in Malta is the parent company of two entities, i.e., (i) Climax Investment Limited established in Malta (investment vehicle) and (ii) THC PF Sp. z o.o. established in Warsaw (venture capital). The two entities are directly and indirectly related to: Verdemurd Limited established in Cyprus (investment vehicle), Marek Wronka, Arkadiusz Seńko, Napoleon FIZ, Andrzej Różycki, Fulcrum FIZ, Grzegorz Bielowicki, Tar Heel Capital Pathfinder Sp. z o.o. and Red Sky Sp. z o.o.
The Issuer’s selected financials (PLN):
|
|
(PLN) |
9.08-31.12.2019 |
pro forma for 2019* |
Q2 2020 |
|
|
Revenue |
852,586 |
5,690,440 |
6,718,200 |
|
|
Net profit |
-165,995 |
-650,517 |
-6,336 |
|
|
Equity |
2,131,515 |
X |
3,977,669 |
|
|
Liabilities and provisions |
539,132 |
X |
582,525 |
*The Issuer presents pro-forma financial information for 2019 prepared to present theoretical financial results which would have been generated if Skinwallet had been operated in all of 2019. The pro-forma financial information has been subject to an assurance service provided by an auditor who reviewed the pro-forma information.
The Company has reported a break-even in March 2020 (the Company reported a profit of PLN 120 thousand in Q2, which did not yet cover the Q1 loss, resulting in an incremental loss in Q1-2 2020).
Instruments introduced to trading on NewConnect:
- 100,000 series A ordinary bearer shares,
- 59,400 series B ordinary bearer shares,
- 100,000 series C ordinary bearer shares.