Relationships with debuts

New listing of GAMIVO S.A. on NewConnect

The company GAMIVO S.A. was newly listed on NewConnect on 22 April 2021.

GAMIVO S.A. is the 379^th company listed on NewConnect and the eleventh new listing on NewConnect in 2021. 

Key information

*as at the reference price of PLN 200 (selling price of shares in the ABB)

Issuer’s history and business

The operating activity of the Issuer’s Group dates back to 2017 when the platform Gamivo.com was first established, initially developed by the subsidiary of Gamivo.com Limited with its registered office in the Isle of Man: Gamivo.com Limited with its registered office in Sliema, Malta.

The issuer operating under the name Gamivo S.A. was founded in 2017 as Hulda S.A. and started operations in October 2020 when it purchased 100% of Gamivo.com Limited with its registered office in Sliema, Malta, intellectual property rights in the platform Gamivo.com and other assets related to the platform from Gamivo.com Limited with its registered office in the Isle of Man.

Transactions transferring operations to the Issuer’s Group

Tar Heel Capital Pathfinder MT (currently the Issuer’s majority shareholder) controlled Gamivo.com Limited with its registered office in Douglas, Isle of Man, as at the date of the sale of the intellectual property rights in the platform Gamivo.com and the interest in Gamivo.com Limited with its registered office in Sliema, Malta. The transaction was closed with a loan granted to the Issuer by Gamivo.com Limited with its registered office in Sliema, Malta from cash generated in its operations. The economic purpose of the transactions was to consolidate assets within the Issuer’s Group.

In October 2020, the Issuer purchased 100 of „Omnigate” Sp. z o.o. with its registered office in Poznań from Tar Heel Capital Pathfinder Lab Sp. z o.o. with its registered office in Białystok and Marek Sutryk. The core business of „Omnigate” Sp. z o.o. is to provide employee outsourcing services to Gamivo.com Limited with its registered office in Sliema, Malta. The outsourced employees operate the platform and handle customer and supplier relations.

As a result of those transactions, the Issuer holds all intellectual property rights in the platform Gamivo.com and is the sole shareholder of the company which operates the platform (Gamivo.com Limited with its registered office in Sliema, Malta, which is the Issuer’s licensee) and the sole shareholder of the company providing employee outsourcing services used to operate the platform („Omnigate” Sp. z o.o. with its registered office in Poznań).

Issuer’s business

The Issuer’s Group operates in the gaming industry and focuses on trading in digital goods including mainly computer game activation keys. The Issuer controls the platform Gamivo.com which is a digital goods marketplace operating globally (the platform is available in more than 200 countries) and matches providers of digital goods with retail customers. The platform has more than 2 million clients and offers over 46 thousand digital products and goods delivered by over 800 merchants. 

The Issuer provides its subsidiary Gamivo.com Limited with its registered office in Sliema, Malta with the intellectual property rights in the platform and all data necessary to operate the platform in exchange for a monthly licence fee equal to 5% of the licensee’s revenue generated from operation of the platform in the given month.

The platform Gamivo closed over 1.1 million transactions in 2019 and over 1.9 million transactions in 2020. The platform Gamivo.com generates revenue from fees and commissions charged from platform users. The platform’s revenue from retail clients reached PLN 15.69 million and its revenue from merchants reached PLN 11.779 million in 2020 (at the NBP’s 2020 fixing rate).

The development and improvement of the platform is a responsibility of 65 employees of the Issuer, the subsidiary Gamivo.com Limited with its registered office in Malta and the subsidiary „Omnigate” Sp. z o.o.

Issuer’s development strategy

Apart from the development of the platform, the Issuer is planning to develop its operations in the following areas:

• introduction of physical products and games on the platform;
• launch of a mobile application;
• customer support and process automation.

According to the information document, the Company is planning to complete the admission and introduction of the Company’s shares to trading on the regulated market operated by GPW at the turn of 2021 to 2022.

The Company’s share capital is PLN 100,750 divided into 1,007,500 series A and B shares with a nominal value of PLN 0.1 per share including:

• 1,000,000 series A ordinary bearer shares;
• 7,500 series B ordinary bearer shares;

The split of the Company’s shares in the proportion of 1:10, where 1 share with a nominal value of PLN 1.00 was split into 10 shares with a nominal value of PLN 0.10, was registered in the National Court Register on 25 January 2021 (the data presented above include the registration of the split of the Company’s shares).

Private subscription for series B shares

The shares were issued under the resolution of the Extraordinary General Meeting of the Issuer of 28 August 2020. The issue price of the shares was PLN 80 (PLN 800 before the share split). The shares were taken up by 3 natural persons. The total value of the issue was PLN 600,000.

Sale of series A shares

In total, 23,370 series A shares (233,700 Series A Shares after the registration of the Company’s share split by the registration court on 25 January 2021) were sold by Tar Heel Capital Pathfinder MT Limited to 62 individual investors and 2 institutional investors from 10 to 30 November 2020. Including the share split, the selling price per series A share was as follows:

• for 32,700 series A shares – PLN 99.256;
• for 21,740 series A shares – PLN 96.278;
• for 10,030 series A shares – PLN 80.00 (purchased by the market maker); 
• for 169,230 series A shares – PLN 0.1.  

The purchase of the Series A Shares was paid in cash.

In those transactions, President of the Management Board Mateusz Śmieżewski, Member of the Management Board Tomasz Lewandowski and four other natural persons who are members of the Gamivo S.A. management team purchased 16,923 Series A Shares at a price equal to the nominal value. The Company’s shares were purchased under an incentive scheme. All persons who purchased the Company’s shares under the incentive scheme entered into lock-up agreements whereby they shall not sell the shares within three years after the first day of trading in Gamivo S.A. shares on NewConnect.

Tar Heel Capital Pathfinder MT Limited sold 10,070 Series A Shares at the nominal price of PLN 0.10 to a natural person who is a key associate of the Company under the incentive scheme on 24 February 2021. The buyer agreed not to sell, encumber, pledge, or otherwise transfer the held 10,070 Series A Shares on or outside NewConnect up to 2 January 2024.

The total value of the transactions was PLN 6,159,085.

ABB

After the resolution of the Exchange Management Board concerning the introduction of the shares to trading on NewConnect, Tar Heel Capital Pathfinder MT Limited completed an ABB deal on 12-15 April 2021 where 30 entities, including 12 natural persons and 18 legal persons, purchased 87,505 shares of the Company (representing 8.7% of the issuer’s share capital). The selling price of the shares set in the bookbuilding process was PLN 200. The ABB totalled PLN 17.5 million.

The Issuer’s selected consolidated financials:

*separate figures

The auditor who audited the Company’s consolidated financial statements for 2020 issued an unqualified opinion. The Issuer declared in the information document that its working capital was sufficient to cover its needs in a period of 12 months after the date of the Information Document.

The consolidated financial statements consolidate the company Gamivo.com Ltd as of 28 October 2020 when the Issuer took control of Gamivo.com Ltd. To provide the economic effects of the operations of the Gamivo.com Ltd Group in 2020, its selected financials are presented below.

Selected financials of the operating company Gamivo.com Ltd:

Shareholders

• THC Pathfinder MT Limited – 668,725 shares representing 66.37% of the share capital and the total vote;
• Other shareholders – 338,775 shares representing 33.63% of the share capital and the total vote.

Reference price for the first trading session

The Authorised Advisor and the Market Maker jointly recommended that the reference price for the first trading session should be equal to the ABB price where the Company’s main shareholder sold 87,505 shares at PLN 200 per share (total value of the transaction: PLN 17.5 million).

Financial instruments newly listed on NewConnect

• 1,000,000 series A ordinary bearer shares;
• 7,500 series B ordinary bearer shares.

The application covered shares representing 100% of all outstanding shares of the Issuer.