Legal

Zasady Subskrypcji — Emisja i Oferta Akcji PCF Group S.A.

29 May 20239 pages5,995 words

Summary

PCF Group S.A. initiated a private subscription of Series F ordinary shares in mid-2023 to facilitate a strategic capital increase and secure a long-term partnership with South Korean publisher KRAFTON. The offering, targeting the Polish market, involves the issuance of up to 5,853,941 new shares intended for listing on the Warsaw Stock Exchange. Participation is restricted to qualified investors and those committing a minimum of EUR 100,000, with a specific priority right granted to existing shareholders holding at least 0.25% of voting rights as of February 28, 2023. In a move reflecting current geopolitical constraints, entities and citizens from Russia and Belarus are strictly prohibited from participating in the subscription. A central component of this issuance is the strategic investment by KRAFTON, which committed to acquiring up to 3,594,028 shares at a fixed price of 40.20 PLN per share. This acquisition is designed to provide KRAFTON with a 10% stake in the company, signaling a deepening of ties between the two gaming entities. The operational timeline for the offering concluded in early June 2023, following a book-building process in late May. Financial safeguards ensure that if the issuance is not finalized, investors receive a full refund of the issue price within 14 days, though without interest or additional compensation. The scope of this capital raise is geographically limited to Poland, with explicit prohibitions against distribution or participation in the United States, Australia, Canada, and Japan. While the issuance provides a framework for the share allotment and payment process, it functions as an informational guide rather than a formal prospectus or legal investment recommendation. By structuring the Series F offering through a mix of strategic institutional investment and priority rights for significant existing shareholders, PCF Group S.A. aims to stabilize its capital structure while funding its ongoing development pipeline within the global gaming industry.

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