Summary of “Raport Bieżący Nr 36/2025 – Warunkowa Rejestracja Akcji Serii H” (Current Report No 36/2025 – Conditional Registration of Series H Shares)
1. What the report announces | Item | Detail | |------|--------| | Company | PCF Group S.A. (registered in Warsaw) | | Regulatory body | Krajowy Depozyt Papierów Wartościowych S.A. (KDPW – Central Securities Depository of Poland) | | Action | Conditional registration of 6 670 000 newly‑issued ordinary bearer shares of Series H (nominal value PLN 0.02 each). | | Security code | PLPCFGR00010 (to be assigned in the KDPW register). | | Condition | Registration will become effective only after the Warsaw Stock Exchange (GPW) decides to admit the shares to trading on the same regulated market where the company’s other shares are listed. | | Timing | Once GPW’s decision is received, KDPW will complete the registration within three business days, but not earlier than the date specified by GPW as the “day of admission to trading”. | | Communication | KDPW will issue an operational communication (KDPW operational message) confirming the registration under the above code. |
2. Legal basis & regulatory framework Polish law – Art. 56 (1) pkt 2 of the Act of 29 July 2005 on public offers and conditions for introducing financial instruments to an organized market. EU regulation – Art. 17.1 of Regulation (EU) 596/2014 (Market Abuse Regulation) and the Prospectus Regulation (EU) 2017/1129 (exemptions from a prospectus). The report is prepared solely for informational purposes and does not constitute an offer of securities, nor a solicitation to buy or subscribe for the shares.
3. Geographical & investor restrictions | Restriction | Explanation | |------------|-------------| | No distribution in the United States, Australia, Canada, Japan, South Africa, and any other jurisdiction where such distribution would breach local securities law. | | No registration under the U.S. Securities Act of 1933 – the shares cannot be offered, sold, or otherwise dealt with in the U.S. unless an exemption (e.g., Regulation S or Rule 144A) applies. | | Target audience – only qualified investors: <br>• Investors qualifying under the EU Prospectus Regulation (qualified investors). <br>• In the UK, professional investors or high‑net‑worth entities as defined by the Financial Services and Markets Act 2000. <br>• Qualified institutional buyers under U.S. Rule 144A (if any offshore transaction is contemplated). | | UK distribution – allowed only where the UK