Current Report No. 4/2024: Summary of Series E Share Subscription

Key insights

6 takeaways · ~2 min read

01
PCF Group S.A. completed the issuance of 136,104 Series E shares to finalize the acquisition of Incuvo S.A. through a non-cash contribution.See it on page 1
02
The total value of the Series E share offering reached 6,278,477.52 PLN, with each share issued at a price of 46.13 PLN.See it on page 2
03
Investors Andrzej Wychowaniec and Radomir Kucharski acquired the shares by contributing equity in Incuvo S.A., supplemented by minor cash payments.See it on page 4
04
The subscription process was conducted as a private placement, exempt from the requirement to publish a prospectus under EU regulations.See it on page 1
05
Total issuance costs amounted to 20,659.72 PLN, averaging approximately 0.15 PLN per share, which were covered by reducing supplementary capital.See it on page 3
06
The share subscription agreements were formalized on February 15, 2023, with all contributions fully paid by February 17, 2023.See it on page 2

Summary

PCF Group S.A. provides a formal summary of the private subscription of Series E ordinary bearer shares, confirming the completion of the issuance process. The primary purpose of the transaction was to finalize the acquisition of shares in Incuvo S.A. through a non-cash contribution, thereby expanding the company's capital base. The subscription was conducted as a private placement, exempt from the requirement to publish a prospectus under European Union regulations.

The issuance involved 136,104 Series E shares, each with a nominal value of 0.02 PLN, issued at an issue price of 46.13 PLN per share. The total value of the offering reached 6,278,477.52 PLN. Two investors, Andrzej Wychowaniec and Radomir Kucharski, subscribed to the shares by contributing equity in Incuvo S.A. as an in-kind contribution, supplemented by minor cash payments to cover the difference between the issue price and the valuation of the aport.

Total costs associated with the subscription amounted to 20,659.72 PLN, resulting in an average cost of approximately 0.15 PLN per share. These expenses, which primarily comprised legal fees and costs related to the registration and admission of shares to the Warsaw Stock Exchange, were settled by reducing the company's supplementary capital from the share premium. The subscription process concluded with the full payment of contributions by February 17, 2023, and the formalization of the share subscription agreements on February 15, 2023.