Legal

Raport Bieżący Nr 4/2024: Podsumowanie subskrypcji akcji serii E

23 February 20244 pages1,412 words

Summary

The report presents a comprehensive account of the private subscription and issuance of 136,104 Series E ordinary bearer shares by PCF Group S.A., a Warsaw‑based company, finalized in February 2023 and disclosed in February 2024. The shares, each carrying a nominal value of 0.02 PLN, were offered under a private subscription framework that qualified as a public offer under EU Regulation 2017/1129, thereby exempting the transaction from a prospectus requirement. Two investors, Andrzej Wychowaniec and Radomir Kucharski, subscribed to the full allotment, acquiring 87,820 and 48,284 shares respectively, with subscription agreements signed on 15 February 2023 and contributions completed by 17 February 2023. The issue price was set at 46.13 PLN per share, generating a total subscription value of 6,278,477.52 PLN. Funding was provided through non‑cash contributions of Incuvo S.A. ordinary shares, valued at 4,051,135.50 PLN and 2,227,336.52 PLN for the two investors, supplemented by minimal cash payments to reconcile rounding differences. No sub‑issuance, prospectus preparation, or promotional activities were undertaken, and the transaction did not involve multiple subscription tranches or allocation reductions. Issuance costs amounted to 20,659.72 PLN, comprising legal fees of 18,509.14 PLN and registration expenses of 2,150.58 PLN. These costs were recorded by reducing the share‑premium reserve, resulting in an average expense of approximately 0.15 PLN per share. The report draws on corporate board resolutions, subscription agreements, and registration data from the National Depository of Securities, providing a transparent financial snapshot of the capital increase within the Polish market for the specified period.

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