LegalPCF Group
Zasady Prowadzenia Procesu Budowy Księgi Popytu oraz Subskrypcji
6 Aug 202510 pages~33 min full read
PCF Group S.A. is conducting a private placement of up to 6,670,000 Series H shares to raise approximately 20 million PLN, representing 15.65% of the company's total share capital.
The book-building process for qualified investors runs from 6 August to 11 August 2025, with final pricing and allocation determined by the board on 11 August.
Shareholders holding at least 0.25% of the company (minimum 89,851 shares) as of 31 July 2025 are granted a right of first refusal proportional to their existing holdings.
Participation is restricted to qualified investors maintaining a relationship with Trigon Dom Maklerski, with an explicit exclusion of investors from Russia and Belarus.
Non-qualified participants are restricted to tranches of at least €100,000 or must meet specific regulatory exemption criteria.
Subscription agreements and full payment must be completed by 14 August 2025, with non-qualified investors required to block the full subscription amount in a Trigon DM account prior to signing.
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
