Report

Raport Bieżący Nr 39/2023: Ustalenie Liczby Oraz Ceny Emisyjnej Akcji Serii G

5 pages2,604 words

Summary

The report announces that PCF Group S.A., acting under its 4/08/2023 Emission Resolution, has finalized the subscription book for Series G ordinary shares. A total of 2 510 904 Series G shares will be offered, including a specific allocation of 251 091 shares to Krafton, Inc. under an additional agreement referenced in a prior report. The emission price is set uniformly at 40.20 PLN per share for all investors, including Krafton. The disclosure is limited to informational purposes only and does not constitute an offer or promotion of the shares. It applies exclusively within the European Economic Area, the United Kingdom, and other jurisdictions where such distribution is permitted. The shares are not registered under U.S. securities law, nor are they offered in the United States, Australia, Canada, Japan, or South Africa. The document clarifies that no prospectus is required under the EU Prospectus Regulation and that the offering will be conducted through offshore transactions compliant with Regulation S or other exemptions. The report includes standard legal and risk disclosures, noting that future‑looking statements are subject to uncertainty and that the company does not provide investment advice. It also disclaims liability for managers or related parties, emphasizing that the information is not to be used as a basis for investment decisions outside qualified investor categories.

Pages

View all

Citation

Generating citation...

Similar Documents

Legal

Current Report No. 25/2025

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.

funding ipo investment+1

PCF GroupAug 2025

Legal

Zasady Prowadzenia Procesu Budowy Księgi Popytu oraz Subskrypcji

The primary aim is to delineate PCF Group S.A.’s structured, non‑promotional procedure for constructing a demand book and privately placing up to 6 670 000 Series H ordinary shares, each with a nominal value of 0.02 PLN. The capital raise targets roughly 20 million PLN, equivalent to about 15.65 % of the company’s total share capital and voting rights, and is confined to qualified investors who maintain a brokerage relationship with Trigon Dom Maklerski and satisfy defined asset or qualification thresholds. Investors from Russia and Belarus are expressly excluded. A “right of first refusal” is granted to shareholders holding at least 0.25 % of the company (minimum 89 851 shares) as of the Preference Day on 31 July 2025, with entitlement calculated proportionally to existing holdings and rounded down. The offering size may vary between one and the full 6 670 000 shares, with pricing determined after a book‑building window from 6 to 11 August 2025 based on investor price declarations. Allocation is ordered by declared price, submission timing and quantity, while non‑qualified participants may join only through pre‑allocated tranches of at least €100 k or by meeting specific exemption criteria. The process culminates with a board resolution on 11 August, subscription agreements and payment by 14 August, followed by dematerialisation of the securities. Payment must be made in full; partial remittances result in forfeiture of allocation. Investors using bank channels may incur fees, whereas non‑qualified investors are required to block the entire subscription amount in a Trigon DM investment account and transfer it only after signing the subscription agreement. Upon closure of the subscription period, the shares

investment funding ipo+1

PCF GroupAug 2025

Legal

Raport Biezacy Nr 23/2025

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.

investment funding ipo+1

PCF GroupAug 2025

Legal

PCF Group Current Report No. 38/2023: Share Placement and Book-Building Process

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.

investment funding ipo+2

PCF GroupAug 2023

Legal

Uchwały Podjęte Przez Nadzwyczajne Walne Zgromadzenie PCF Group S.A. w Dniu 24 Maja 2021 R.

The Extraordinary General Meeting of PCF Group S.A., held on May 24, 2021, resulted in the formal adoption of several key corporate resolutions essential for the company’s governance and operational framework. This meeting, conducted in Warsaw, primarily focused on the election of leadership for the assembly and the establishment of specific incentive programs designed to align the interests of management and key personnel with those of the shareholders. The proceedings were conducted in accordance with Polish financial regulations regarding current and periodic information provided by issuers of securities. A central outcome of the assembly was the implementation of a long-term Incentive Program for the years 2021–2024. This program involves the issuance of subscription warrants and a conditional increase in share capital, excluding existing shareholders' pre-emptive rights to ensure flexibility in rewarding performance. Specifically, the resolution authorizes the issuance of up to 1,491,335 Series B subscription warrants, which entitle holders to subscribe for an equivalent number of Series C ordinary bearer shares. This capital increase is capped at a nominal value of 29,826.70 PLN, with the issue price for Series C shares set at 0.02 PLN per share. The scope of these resolutions covers the internal corporate structure and financial planning of PCF Group S.A. within the Polish gaming industry for the specified four-year period. By approving these measures, the assembly provided the Management Board and Supervisory Board with the legal mandate to execute the incentive scheme, which includes the authority to determine specific participants and the precise timing of warrant acquisitions. The meeting concluded without any objections being raised to the minutes or the rejection of any proposed resolutions, signifying shareholder consensus on the company’s strategic direction regarding executive compensation and capital management.

investment funding ipo+2

PCF GroupJan 2021

Legal

Completion of Public Offering of Series B, H and I Shares (2016)

PlayWay S.A. successfully concluded its public offering of Series B, H, and I shares in October 2016, marking a significant milestone in the company’s capital market activities. The offering involved a total of 1,200,000 shares, split equally between the sale of existing Series B and H shares and the subscription of new Series I shares. All shares were priced at 52.00 PLN each, resulting in a total offering value of 62,400,000 PLN. The offering attracted substantial interest, particularly from individual investors. While 1,869 investors participated in total, the individual investor tranche saw significant oversubscription, resulting in a reduction rate of 77.23%. In total, investors submitted orders for 1,810,606 shares, far exceeding the 1,200,000 shares available. Institutional investors were allocated the majority of the offering, receiving 1,020,000 shares, while individual investors were allocated 180,000 shares. The subscription and sale periods took place between late September and mid-October 2016, with the final allotment of shares occurring on October 12, 2016. The offering was conducted without underwriting agreements. At the time of the announcement, final issuance costs had not yet been settled, with the company committing to disclose these figures in a subsequent report once all expenses from engaged entities were finalized and accepted. This public offering was conducted under the regulatory framework of the Polish Act on Public Offerings and the Ministry of Finance's reporting requirements for issuers.

europe funding investment+2

PlayWayOct 2016

Raport Bieżący Nr 39/2023: Ustalenie Liczby Oraz Ceny Emisyjnej Akcji Serii G

Summary

Tags

Pages

Citation

Citation

Similar Documents

Current Report No. 25/2025

Zasady Prowadzenia Procesu Budowy Księgi Popytu oraz Subskrypcji

Raport Biezacy Nr 23/2025

PCF Group Current Report No. 38/2023: Share Placement and Book-Building Process

Uchwały Podjęte Przez Nadzwyczajne Walne Zgromadzenie PCF Group S.A. w Dniu 24 Maja 2021 R.

Completion of Public Offering of Series B, H and I Shares (2016)