Raport Bieżący Nr 18/2022: Nabycie przez Square Enix Limited Prawa do Objecia Akcji PCF Group S.A.

The report informs that on 30 June 2022 Square Enix Limited (SQEX) exercised its right to acquire the fourth tranche of 90,000 subscription warrants (Series A4) issued by PCF Group S.A. Each warrant entitles SQEX to purchase one ordinary Series C share at an issue price of 50 PLN, matching the final public offering price approved by the Polish Financial Supervision Authority on 25 November 2020. The issuance of this tranche was triggered by PCF’s revenue from contracts with SQEX exceeding 180 million PLN.

Under the investment agreement, SQEX may exercise its option to acquire Series C shares for each tranche received, up to a maximum of six tranches. By the date of this report, SQEX had accumulated 360 000 warrants across four tranches, allowing the purchase of an equivalent number of Series C shares. This represents roughly 1.2 % of PCF’s share capital and confers the same proportion of voting rights at general meetings. The company estimates that, if all six tranches were exercised, SQEX could ultimately acquire about 1.8 % of the share capital.

The warrants can be exercised until 31 December 2025. PCF currently lacks information on SQEX’s intentions regarding the exercise of these rights. The report is dated 30 June 2022 and follows a prior disclosure (report no. 40/2021) concerning the initial investment agreement between PCF and SQEX.