Related 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.
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
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.
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.
PCF GroupAug 2023