PCF Group S.A. is initiating a capital raise of up to 20 million PLN through the issuance of 6,670,000 Series H ordinary shares.
The offering is restricted to qualified investors in the EEA, UK, and U.S. institutional buyers under Rule 144A, with a target completion date for the process set for 31 July 2025.
Significant shareholder Sebastian Wojciechowski is subject to a lock-up agreement on existing holdings until 31 December 2027, though he may subscribe for up to 5 million PLN of the new shares.
The capital raise is intended to stabilize short-term liquidity and provide working capital for ongoing work-for-hire contracts.
Trigon Dom Maklerski S.A. and Trigon Investment Banking have been appointed to manage the book-building process and subscription agreements.
Management expects that disciplined cost control and projected quarterly revenues from existing contracts will restore operating profitability.
The announcement initiates the demand‑book building process for up to 6 670 000 Series H ordinary shares of PCF Group S.A., intended to raise roughly 20 million PLN through one or several issuances within the company’s target capital. The Board has defined the procedural rules, the subscription agreement with Trigon Dom Maklerski S.A. and Trigon Investment Banking, and the preference date of 31 July 2025, after which the offer and potential admission of the shares to trading on the Warsaw Stock Exchange will follow if regulatory conditions are satisfied.
The offering is limited to offshore transactions outside the United States and other jurisdictions where registration would be required, relying on Regulation S exemptions or comparable registration‑exempt provisions. Only qualified investors—European Economic Area qualified investors, UK professional investors, high‑net‑worth entities, or U.S. qualified institutional buyers under Rule 144A—may participate. A lock‑up agreement restricts the significant shareholder, Sebastian Wojciechowski, from disposing of existing holdings until 31 December 2027, while allowing him to subscribe for up to 5 million PLN of the new shares, not exceeding 50 % of the total issue.
The Board’s strategic rationale emphasizes stabilising short‑term liquidity, securing working‑capital for ongoing “work‑for‑hire” contracts, and enabling orderly expansion while maintaining operational flexibility. The schedule of contract revenues is projected to generate quarterly cash flows that, together with disciplined cost management, should gradually restore operating profitability.
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