Legal

Current Report No. 25/2025

12 August 20255 pages2,413 words

Summary

Current Report No. 25/2025, issued by PCF Group S.A. on August 12, 2025, announces a formal resolution by the Management Board to increase the company’s share capital through the issuance of new equity. The primary objective of this action is the issuance of 6,670,000 Series H ordinary bearer shares within the limits of the company’s authorized capital. This strategic financial move is governed by Article 56 of the Act on Public Offering and the EU Market Abuse Regulation. The scope of the issuance is strictly defined by international regulatory boundaries. The shares are not registered under the U.S. Securities Act of 1933 and are explicitly excluded from public offering in the United States, Australia, Canada, South Africa, and Japan. Within the European Economic Area and the United Kingdom, the offering is restricted to qualified investors and investment professionals, exempting the company from the requirement to publish a formal prospectus under the EU Prospectus Regulation. Methodologically, the issuance is conducted as a private placement or "offshore transaction" under Regulation S, targeting specific institutional or high-net-worth entities rather than the general public. The management emphasizes that the report serves purely informational purposes and does not constitute a recommendation or investment advice. Furthermore, the findings include cautionary statements regarding future performance, noting that historical results do not guarantee future outcomes and that actual financial results may vary significantly from current projections due to market risks and uncertainties beyond the company's control.

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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. All information is presented solely for informational purposes, complies with EU Market Abuse Regulation Article 17.1 and the Prospectus Regulation, and is not an offer, solicitation, or promotional material. Distribution is prohibited in the United States, Australia, Canada, Japan, South Africa and any jurisdiction where such dissemination would breach securities law.

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PCF Group S.A., a prominent Polish game development studio, issued Current Report No. 27/2025 on August 14, 2025, to announce the formal execution of investment agreements for its Series H ordinary bearer shares. This issuance follows a series of preliminary corporate actions and reports conducted earlier in August 2025. The primary purpose of the announcement is to confirm the successful subscription of the new equity and the fulfillment of financial obligations by the participating investors. The transaction involved the issuance of 6,670,000 Series H shares. The company confirmed that all required cash contributions for these new shares have been paid in full by the subscribing investors. This capital increase was conducted through a private placement mechanism rather than a public offering, exempting the company from the requirement to publish a formal prospectus under European Union Prospectus Regulations. The scope of the report is strictly regulatory, adhering to Article 17(1) of the Market Abuse Regulation (MAR). Geographically, the offering was centered in Poland, with significant legal restrictions placed on the distribution of information to the United States, Australia, Canada, Japan, and South Africa. Participation was limited to "qualified investors" within the European Economic Area and specific high-net-worth or professional investors in the United Kingdom. The methodology for this capital raise relied on a commercial book-building or private subscription process managed by a designated financial manager. The document emphasizes that the information provided is for informational purposes only and does not constitute a financial forecast or an offer to sell securities in jurisdictions where such actions would be unlawful. All forward-looking statements regarding the company's future performance are subject to standard market risks and uncertainties inherent in the gaming industry.

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The report announces the successful completion of the private subscription for a new issue of series H common bearer shares of PCF Group S.A., confirming that all 6 670 000 shares with a nominal value of 0,02 zł each were fully subscribed and paid for. The subscription was conducted between 6 and 11 August 2025, with the subscription agreements finalized on 14 August 2025, and the total consideration amounted to 20 010 000 zł, based on an issue price of 3,00 zł per share. Sixteen qualified investors participated in the offering, each entering into a subscription contract for the full allotment of shares. The process was executed as a private subscription under Article 56 of the Polish Public Offering Act and the Commercial Companies Code, and therefore did not require a prospectus. No allocation reductions were applied, and the shares were issued against cash contributions only; no non‑cash consideration, set‑off of receivables, or sub‑issuance arrangements were involved. The scope of the offering is limited to investors residing in the European Economic Area, the United Kingdom, and qualified institutional buyers under U.S. Rule 144A, explicitly excluding distribution in the United States, Canada, Australia, Japan, South Africa and other jurisdictions where the securities would be unlawful without registration. The report complies with EU Regulation 596/2014 on market abuse and the EU Prospectus Regulation, and it emphasizes that the information is for informational purposes only and does not constitute a solicitation or promotional material. Cost details for the issuance have not yet been finalized; the company will disclose the total and per‑share expenses in a subsequent report after receiving and approving the relevant invoices. The overall conclusion is that the subscription was fully executed on schedule, with the capital raised now available for the company’s use, while all regulatory and disclosure obligations have been satisfied.

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