Legal

Raport Bieżący Nr 32/2025

28 August 20257 pages3,214 words

Summary

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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