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New listing of BAKED GAMES S.A. on NewConnect

The company BAKED GAMES S.A. was newly listed on NewConnect on 7 September 2021.

BAKED GAMES S.A. is the 367^th company listed on NewConnect and the 18^th new listing on NewConnect in 2021. 

Key information

*at the weighted average selling price of shares in the last 12 months and the issue price of the last public offering of shares carried out in June 2020, i.e., PLN 13.99 per share

Issuer’s history and business

The Issuer’s legal predecessor, Baked Games sp. z o.o., was established on 6 March 2015. The company’s share capital was PLN 5,000 divided into 50 shares with a par value of PLN 100 per share. The company’s founders included Przemysław Bieniek, who took up 25 shares and was appointed President, and Krzysztof Wolski, who took up 25 shares and was appointed Board Member.

The Issuer’s legal predecessor was entered into the National Court Register, entry no. 0000547567, on 12 March 2015.

The Issuer is a producer (developer) of games published by third parties (publishers). However, the Issuer has independently published the games it developed in the mobile version (App Store and Google Play). In this business model, after a game is developed, the developer delivers it to the publisher who is responsible for its commercialisation (sales) and pays all related expenses. The model mitigates the risks of the developer who is not required to pay for the commercialisation of games. In the model, the developer is not required to have competences necessary to commercialise games, either. However, in the model, the developer is required to share the revenue from the commercialisation of games with the publisher. The production of the majority of the Issuer’s games has been financed by the Issuer. Only the production of Hotel Dracula and four other games developed as a service was financed by the publisher or clients.

The Issuer’s business model is based on the following sequence:

1. development of a game trailer/preproduction;

2. uptake research;

3. production;

4. game publication (by the publisher);

5. game porting (inhouse or outsourced);

6. publication of game ports on other platforms (by the publisher).

The Issuer is engaged in the preproduction of four new game trailers: Ochroniarz, Alaska, Średniowieczne więzienie, Szeregowiec.

The Issuer has independently produced six games which have been published (marketed) including:

Game                              Publication date   Publisher*                                Copyright holder

Guess the word            14.02.2019      Issuer/Ultimate Games          Issuer

Gym Hero                    24.04.2019      Issuer/Ultimate Games          Issuer

Hotel Dracula               26.04.2019      Ultimate Games**                   Manager Games S.A.

Little Shopping             12.03.2019      Issuer/Ultimate Games          Issuer

Pet Care                      14.02.2019      Issuer/Ultimate Games          Issuer

Theatre Tales               24.04.2019      Issuer/Ultimate Games          Issuer

*The Issuer is the publisher of these games on mobile platforms (App Store and Google Pay) or on Apple TV; Ultimate Games S.A. is the publisher on Nintendo Switch and, for Hotel Dracula, on Nintendo Switch and Steam.

**The Issuer is not the publisher of this game on mobile platforms. As at the date of the Information Document, all those games are sold on Nintendo Switch and Steam.

The Issuer’s selected financials (PLN):

Public offering of series B shares

Series B Shares were issued in a public offering with a private subscription (Article 431(2)(1) of the Code of Commercial Companies). The public offering of the Series B Shares was extended to 40 persons. The offering covered 245,000 Series B Shares with a par value of PLN 0.10 per share and a total par value of PLN 24,520.

The issue price of the Series B Shares was PLN 18.40.

The subscription was open from 23 November to 31 December 2020.

The offering of the Series B Shares was accepted by 11 persons who took up 35,850 Series B Shares in aggregate for a total issue price of PLN 659,640. None of the persons who took up the Series B Shares is a related party of the Issuer.

The Series B shares were taken up exclusively for cash paid into the Issuer’s bank account before the registration of the shares.

Shareholders’ transactions in shares subject to the application for introduction in the last 12 months

There were 86 transactions in 764,265 series A shares at prices ranging from PLN 2.25 to PLN 20.00 in a total amount of PLN 8,089,379,46 in the last 12 months before the submission of the application for introduction.

The Issuer’s shareholders:

*The beneficial owner of Gustford Holdings Ltd. is "CORBIS" sp. z o.o. z/s in Łomianki, KRS 0000102391, address: Żwirowa 12, 05-092 Łomianki or, in fact, the company partners: Agata Fludra and Dominik Fludra

Lock-up agreements

Lock-up agreements cover 1,665,000 shares representing 66.93 percent of all shares of the Issuer and the same proportion of shares introduced to trading on NewConnect.

2,487,850 series A and B shares representing 100% of the Company’s outstanding shares will be listed in the alternative trading system on NewConnect.