PCF Group S.A. increased its authorized share capital from 718,805.42 zł to 852,205.42 zł, following a registration by the Warsaw District Court on 22 August 2025.
See it on page 1The capital increase was executed through the issuance of 6,670,000 new series H ordinary bearer shares, each with a nominal value of 0.02 zł.
See it on page 1Following the registration, the company’s total number of voting shares has reached 42,610,271, distributed across seven series (A, B, D, E, F, G, and H).
See it on page 2The company retains 82,241.62 zł in unsubscribed target capital available for future issuance.
See it on page 2The shares were issued under EU Prospectus Regulation exemptions for qualified investors in the EEA and professional investors in the UK, with no public offering conducted in the U.S. or other restricted jurisdictions.
See it on page 4The issuance is not registered under U.S. securities law and does not require a prospectus, serving as a regulatory disclosure under the Polish Public Offering Act and EU Market Abuse Regulation.
See it on page 4The report announces the registration of a capital increase for PCF Group S.A. and the corresponding amendment to its articles of association. On 22 August 2025 the Warsaw District Court entered a change that raised the authorized share capital from 718 805,42 zł to 852 205,42 zł through the issuance of 6 670 000 newly created ordinary bearer shares of series H, each with a nominal value of 0,02 zł. After the registration the total number of voting shares stands at 42 610 271, distributed across seven series (A, B, D, E, F, G, H) with detailed counts for each series provided in the filing. The remaining amount of target capital yet to be subscribed is 82 241,62 zł.
The scope of the filing is limited to Poland, specifically the corporate registry of the Warsaw court, and it pertains to the company’s equity structure as of the reporting date. No public offering is being made in the United States, Canada, Australia, Japan, South Africa or other jurisdictions where distribution would be unlawful. The capital increase is conducted under the EU Prospectus Regulation exemption for qualified investors in the European Economic Area and, where applicable, professional investors in the United Kingdom.
Regulatory compliance is emphasized through references to the Polish Public Offering Act, EU Market Abuse Regulation (Regulation 596/2014), and the Prospectus Regulation (EU 2017/1129). The report clarifies that the new shares are not registered under U.S. securities law, are not subject to SEC review, and may only be offered in offshore transactions or under other registration exemptions. No prospectus is required, and the information is presented solely for informational purposes, with explicit warnings that it does not constitute an offer, solicitation, or investment recommendation.
