LegalPCF Group
Notification on the Change of Share in the Share Capital and in the Total Number of Votes in PCF Group S.A.
6 Jul 20216 pages~17 min full read
PCF Group S.A. increased its total share capital from PLN 591,250.24 to PLN 599,004.52 following the registration of 387,714 new series D ordinary bearer shares on July 1, 2021.
The issuance of new shares caused a dilution of the combined direct shareholding of the Eligible Shareholders’ Undertaking, which fell from 71.25% to 70.33%.
Sebastian Wojciechowski’s direct stake in the company decreased from 50.31% to 49.66% as a result of the capital increase.
The Eligible Shareholders’ Undertaking consists of four individuals: Sebastian Wojciechowski, Bartosz Kmita, Bartosz Biełuszko, and Krzysztof Dolaś.
The group’s total voting power, including a minor indirect holding of 28 shares held by an ascendant of Sebastian Wojciechowski, adjusted proportionally to 70.33%.
The company confirmed that no subsidiaries hold additional shares and no external agreements exist regarding the transfer of voting rights or financial instruments related to the stock.
This regulatory notification details a change in the share capital and voting rights of PCF Group S.A., a Warsaw-based public company, following a share capital increase registered on July 1, 2021. The primary purpose of the document is to fulfill statutory disclosure obligations under the Polish Public Offering Act regarding significant changes in shareholdings. The notification is issued on behalf of the Eligible Shareholders’ Undertaking, a group consisting of Sebastian Wojciechowski, Bartosz Kmita, Bartosz Biełuszko, and Krzysztof Dolaś.
The change was triggered by the registration of 387,714 new series D ordinary bearer shares, which increased the company’s total share capital from PLN 591,250.24 to PLN 599,004.52. While the absolute number of shares held by the major shareholders remained constant, the issuance of new shares resulted in a proportional dilution of their percentage holdings and voting power. Specifically, the direct stake held by Sebastian Wojciechowski decreased from 50.31% to 49.66%.
On a collective basis, the parties to the Eligible Shareholders’ Undertaking saw their combined direct shareholding drop from 71.25% to 70.33%. When accounting for a legal presumption of concerted action involving an additional 28 shares held by an ascendant of Sebastian Wojciechowski, the total direct and indirect voting power of the group similarly adjusted from 71.25% to 70.33%. The notification confirms that no subsidiaries of the parties hold additional shares and that no other agreements exist regarding the transfer of voting rights or financial instruments related to the company's stock.
