Relationships with debuts

New listing of NOOBZ FROM POLAND S.A. on NewConnect

The company NOOBZ FROM POLAND S.A. was newly listed on NewConnect on 13 July 2021.

NOOBZ FROM POLAND S.A. is the 367^th company listed on NewConnect and the 16^th new listing on NewConnect in 2021. 

Key information

* at the reference price equal to PLN 19.88, according to the weighted average selling price of shares in the last 12 months before the date of the document and the issue price of series G shares

** as at the date of review of the Issuer’s application for introduction of shares

Issuer’s history and business

The Issuer was established as Plantator SA in 2021. In 2017, the Company’s name was changed to Noobz From Poland S.A. and the Company acquired 100% of Noobz PL sp. z o.o., which has been developing the Issuer’s flagship game Total Tank Simulator since 2016. In May 2020, the Issuer attracted an industry investor: Digital Bros S.p.A., a leading game developer in Italy, which took up new issue series G shares and concluded major publication contracts with the Issuer’s Group. 

As at the date of the information document, the Issuer’s core business is to manage a group of companies comprised of the 100% subsidiary Noobz PL sp. z. o.o., which is active in the PC game segment, as well as Rookiez from Warsaw sp. z o.o., where the Issuer holds 64.86% of equity and which is responsible for the production of low-budget Nintendo Switch games. On 1 June 2021, the Issuer acquired 40 percent of Play of Battle S.A., which is planning to launch operations in the gaming segment after raising capital in a crowdfunding issue. The Issuer’s organisation is also developing games.

A subsidiary of the Issuer and Rookiez from Warsaw sp. z o.o. develops small Nintendo Switch games. The first game, Monster Bugs Eat People, released in November 2019, was published by Qubic Games SA, which is listed on NewConnect. According to the information document, revenue from small games should stabilise cash flows in periods when the company’s key resources are dedicated to new PC games while revenues from earlier releases gradually decrease; however, such revenue is marginal for the time being.

Business of the subsidiary Noobz PL sp. z o.o.

Noobz PL sp. z o.o. is the producer of the game Total Tank Simulator (TTS), released in May 2020, which has sold 80 thousand copies on Steam at a price of EUR 19.99 per copy. The game was published by 505 Games S.p.A, which is controlled by Digital Bros S.p.A. Under the publication contract, Noobz PL sp. z o.o. was paid a development fee of EUR 600,000. The development fee and PR and marketing expenses incurred by the Publisher will be recouped from TTS sale revenue up to the total amount paid by 505 GAMES. The Issuer’s Management Board estimates that 505 GAMES will recoup the development fee and the PR and marketing expenses from the TTS sale revenue after selling between 80 and 100 thousand copies of TTS. After the cost if recouped, Noobz PL sp. z o.o. will receive 46 percent of net revenue from TTS. The Group has signed publication contracts for new games with 505 Games.

The Issuer is in the process of merging with Noobz PL sp. z o.o. in order to simplify the organisational structure, reduce the overheads, and improve corporate control exercised by the shareholders of the public company over the operations centralised in the Issuer’s subsidiary.

As at the date of the information document, the Issuer’s Group had a team of 28 staff.

The Company’s share capital is PLN 137,743.9 divided into 1,377,439 series A-G shares with a nominal value of PLN 0.1 per share including:

• 606,089 series A shares;
• 250,000 series B shares;
• 14,285 series C shares;
• 205,815 series D shares;
• 31,250 series E shares;
• 200,000 series F shares;
• 70,000 series G shares.

Private subscription for series G shares

Series G shares were issued by decision of the Issuer’s Extraordinary General Meeting of 20 May 2020 and taken up at the issue price of PLN 18 per share by Digital Bros S.p.A. which controls 505 Games S.p.A. which has signed major game publication contracts with the Issuer.

The Issuer raised PLN 1,260,000 from the issue of series G shares.

Proceeds from the issue of series G shares are being expensed in accordance with the purpose of the issue: to implement projects of the Issuer’s Group relating to game production and sales, in particular the development of the game Signum Temporis.

Issuer’s selected consolidated financials:

The Issuer’s Group released its flagship game, Total Tank Simulator, in 2020. Amounts paid to the Issuer by the TTS publisher in the implementation of the TTS publication contract and revenue from the sale of the publication rights in the game TTS: Generals accounted for 99% of the 2020 operating revenue at PLN 1.015 million. Approximately 1% of the Group’s revenue originated from the sale of the game Monster Bugs Eat People for Nintendo Switch by the subsidiary Noobz PL sp. z o.o.

The Q1 2021 revenue included cash flows of PLN 113 thousand recognised by the Management Board as the first tranche of the fee paid by 505 Games under the Signum Temporis publication contract.

Working capital

According to the information document, the Issuer’s working capital is sufficient to cover the Issuer’s needs within 12 months after the date of the information document. The Issuer’s cash stood at PLN 1,570,863 as at 31 March 2021.

Company shareholders

• Jarosław Kotowski – 548,815 shares representing 39.84% of the share capital and the total vote;
• Funds managed by Opoka TFI – 154,411 shares representing 11.21% of the share capital and the total vote;
• Krzysztof Szczawiński – 106,631 shares representing 7.74% of the share capital and the total vote;
• Digital Bros S.p.A. – 70,000 shares representing 5.08% of the share capital and the total vote;
• Other shareholders – 497,582 shares representing 36.12 % of the share capital and the total vote.

Transactions in the Issuer’s shares

There were 21 transactions in the Issuer’s shares at prices ranging from PLN 7.91 to PLN 27 per share in a total amount of PLN 4.9 million in the 12 months preceding the date of the information document. The weighted average selling price in those transactions was PLN 20.63.

Financial instruments newly listed on NewConnect

• 606,089 series A shares;
• 250,000 series B shares;
• 14,285 series C shares;
• 205,815 series D shares;
• 31,250 series E shares;
• 200,000 series F shares;
• 70,000 series G shares.

The application covers 100% of all outstanding shares of the Issuer.