Relationships with debuts

New listing of UF GAMES S.A. on NewConnect

The company UF GAMES S.A. was newly listed on NewConnect on 5 December 2022.

UF GAMES S.A. is the 380^th company listed on NewConnect and the 15^th new listing on NewConnect in 2022. 

Key information

*at the reference price equal to PLN 7.26

Issuer’s history and business

The Issuer was established by a deed of incorporation concluded on 2 July 2018.

UF Games S.A. was registered in the National Court Register on 6 August 2018.

The company was founded by Ultimate Games S.A., a developer and publisher of computer games, listed on the GPW regulated market, member of the PlayWay S.A. group, as well as Forever Entertainment S.A., listed on NewConnect, a publisher of games for Nintendo Switch consoles which specialises, among others, in game porting.

The Issuer’s founders remain its leading shareholders and business partners.

The Company contracts Forever Entertainment S.A. to provide game porting and publication services, and ensures advertising or media coverage for the products. The Issuer pays Forever Entertainment S.A. a fixed one-off fee for a port. In return, it receives a commission from Forever Entertainment in the amount of a fixed percentage of the revenue from the sale of the ported game.

Ultimate Games S.A. is responsible for making its own productions and those of the PlayWay S.A. Group available for porting and publication of console games, as well as for sourcing orders.

The Issuer, Forever Entertainment S.A. and Ultimate Games S.A. have concluded a cooperation agreement. Pursuant to the agreement, Forever Entertainment S.A. agreed to act as a developer of game ports and as a publisher of all games acquired by the Issuer. Ultimate Games S.A. undertook to grant the Company appropriate licences to at least three games per calendar year for the purpose of porting. In addition, Ultimate Games S.A. may be the publisher or co-publisher of games if the parties to the agreement so decide. The distribution of revenue from the sale of ported games on individual sales platforms, less any remuneration due to game developers, will be shared equally among the parties to the agreement.

As at the date of the Information Document, the Issuer has 16 games on offer (porting and publication services were provided by Forever Entertainment), obtained from related and unrelated parties.

The Company’s share capital amounts to PLN 345,000 and is divided into 3,450,000 shares with a nominal value of PLN 0.10 each, including:

•  3,000,000 series A ordinary bearer shares,
•    300,000 series B ordinary bearer shares,
•    150,000 series C ordinary bearer shares.

Issue of series A shares

Legal basis: act of incorporation of the joint-stock company of 2 July 2018.

Number of shares taken up and paid for: 3,000,000

Issue price: equal to the nominal value  

Payment for the shares: in cash  

Number of shareholders: 2 (Ultimate Games and Forever Entertainment)

Issue of series B shares (private placement addressed to no more than 149 persons with exclusion of pre-emptive rights)

Legal basis: Resolution of the Extraordinary General Meeting of 24 January 2019

Number of shares taken up: 300,000

Issue price: PLN 1.66

Issue value:  PLN 498,000

Number of shareholders: offer addressed to 5 persons

Issue of series C shares (private placement addressed to no more than 149 persons with exclusion of pre-emptive rights)

Legal basis: Resolution of the Extraordinary General Meeting of 16 June 2020

Number of shares taken up: 150,000

Issue price: PLN 6

Issue value:  PLN 900,000

Number of shareholders: offer addressed to 12 persons

Sale of shares

There were 13 transactions (at prices ranging from PLN 12.20 to PLN 5.30) between September 2020 and August 2021 (inclusive).

Shareholders

* the company’s shares are listed on NewConnect

** the company’s shares are listed on the GPW regulated market

Forever Entertainment S.A. has made a commitment to the Authorised Adviser to lock up a total of 1,404,000 shares for a period of 24 months from the date of the first listing on NewConnect.

Ultimate Games S.A. has made a commitment to the Authorised Adviser to lock up a total of 994,725 shares for a period of 24 months from the date of the first listing on NewConnect.

Selected financials (PLN):

Financial instruments introduced to trading on NewConnect

•  3,000,000 series A ordinary bearer shares,
•    300,000 series B ordinary bearer shares,
•    150,000 series C ordinary bearer shares.