LegalPCF Group
Raport Biezacy Nr 24/2025: Ustalenie liczby oraz ceny emisyjnej akcji serii H
11 Aug 20256 pages~14 min full read
PCF Group S.A. is issuing 6,670,000 new Series H ordinary bearer shares at a fixed price of PLN 3.00 per share.
See it on page 4The capital increase is being executed via a private subscription that excludes existing shareholder subscription rights, as approved by the Supervisory Board.
See it on page 2The offering is structured as a public offering within the European Economic Area and the United Kingdom, though it is exempt from the requirement to publish a formal prospectus.
See it on page 2The issuance is targeted exclusively at qualified and professional investors, with strict jurisdictional prohibitions for the United States, Australia, Canada, Japan, and South Africa.
See it on page 3The transaction relies on Regulation S of the U.S. Securities Act of 1933 for international distribution, as the shares are not registered for sale in the United States.
See it on page 3The issuance was finalized following a book-building process and is authorized by the company’s statutes and a June 2025 Annual General Meeting resolution.
See it on page 1This regulatory announcement, issued by PCF Group S.A. on August 11, 2025, details the final terms for the issuance of Series H ordinary bearer shares. Following the completion of the book-building process, the company’s Management Board established that the offering will consist of 6,670,000 new shares. The issue price has been set at PLN 3.00 per share, applying uniformly to all participating investors.
The capital increase is being conducted via a private subscription under the framework of authorized capital, as permitted by the company’s statutes and a June 2025 resolution of the Annual General Meeting. This issuance involves a total exclusion of existing shareholder subscription rights, a move approved by the Supervisory Board. The offering is structured as a public offering under European Union regulations but remains exempt from the requirement to publish a formal prospectus.
Geographically, the offering is primarily targeted at qualified investors within the European Economic Area and specific professional investors in the United Kingdom. Strict jurisdictional restrictions are maintained, explicitly excluding the United States, Australia, Canada, Japan, and South Africa from the distribution of the offering. The document emphasizes that the issuance is not registered under the U.S. Securities Act of 1933 and relies on Regulation S for transactions occurring outside the United States. The company notes that further formal resolutions regarding the capital increase will be disclosed in subsequent reports.
