LegalPCF Group
PCF Group Current Report No. 38/2023: Share Placement and Book-Building Process
9 Aug 20237 pages~19 min full read
PCF Group S.A. has initiated a private subscription offering for up to 2,510,904 new Series G common bearer shares to raise capital from institutional and professional investors.
The offering is structured to bypass the requirement for a formal prospectus by leveraging EU regulatory exemptions for issuances representing less than 20% of existing shares over a 12-month period.
Participation is restricted to qualified investors or those committing a minimum of 100,000 EUR, with geographic exclusions including the United States, Australia, Canada, Japan, and South Africa.
Existing shareholders holding at least 0.25% of voting rights as of August 7, 2023, are granted preferential allocation status during the book-building process.
The company is subject to a 180-day lock-up period on further share issuances following the new shares' first listing, or 210 days from the August 9, 2023, agreement date.
PCF Group intends to list the newly issued shares on the Warsaw Stock Exchange (GPW) following the completion of the book-building process and formal share registration.
PCF Group S.A., the parent company of game development studio People Can Fly, announced on August 9, 2023, the commencement of a private subscription offering and bookbuilding process for up to 2,510,904 new Series G common bearer shares. This capital increase is conducted through a conditional share placement agreement with Trigon Dom Maklerski, WOOD & Company Financial Services, and Trigon Investment Banking. The primary objective is to secure funding through qualified institutional buyers and professional investors while bypassing the requirement for a formal prospectus under European Union regulatory exemptions for issuances representing less than 20% of existing shares over a 12-month period.
The offering is geographically restricted, specifically excluding the United States, Australia, Canada, Japan, and South Africa, and is conducted as offshore transactions under Regulation S of the U.S. Securities Act. Participation is limited to qualified investors or those committing at least 100,000 EUR. Existing shareholders holding at least 0.25% of total voting rights as of August 7, 2023, are granted a preference in the allocation process, provided they can document their holdings through their respective investment firms.
The agreement includes a lock-up provision where the company commits to a standstill period regarding further share issuances for 180 days following the first listing of the new shares or 210 days from the agreement date, whichever occurs first. Additionally, key shareholder and CEO Sebastian Wojciechowski remains bound by existing lock-up arrangements. PCF Group intends to apply for the admission of these new shares and related rights to trading on the Warsaw Stock Exchange (GPW) following the successful completion of the bookbuilding process and subsequent share registration.
