LegalPCF Group
Notification of Shares in PCF Group S.A.
4 May 20215 pages~14 min full read
Sebastian Wojciechowski, a major shareholder in PCF Group S.A., has entered a conditional call option agreement that could reduce his voting interest below the 50% threshold.
The agreement grants Fiducie familiale Samuel Girardin 2020 the right to purchase 387,714 ordinary bearer shares, representing 1.31% of the company's total share capital.
If the option is fully exercised, Wojciechowski’s direct voting interest in the Warsaw-based studio will decrease from 50.31% to 48.9955%.
The call option exercise window is scheduled to open on January 1, 2025, and close on June 30, 2025.
Execution of the option is subject to the fulfillment of specific condition precedents and the avoidance of closed trading periods.
As of the April 27, 2021 notification date, the call option remains unexercised and Wojciechowski retains his full 50.31% stake.
Sebastian Wojciechowski, a major shareholder in the Polish game development studio PCF Group S.A., issued a formal notification regarding a change in his potential future shareholding. The primary purpose of the disclosure is to report the execution of a conditional call option agreement on April 27, 2021, between Wojciechowski and Fiducie familiale Samuel Girardin 2020, a Canadian trust. This agreement grants the trust the right to purchase a portion of Wojciechowski’s holdings in the Warsaw-based company.
Under the terms of the agreement, the trust is entitled to acquire 387,714 ordinary bearer shares, representing approximately 1.31% of the company’s share capital and total voting rights. The exercise window for this call option is set between January 1, 2025, and June 30, 2025, subject to the fulfillment of specific condition precedents and the avoidance of closed trading periods. As of the notification date, the option remains unexercised.
Prior to and immediately following the execution of this agreement, Wojciechowski directly held 14,872,022 Series A shares, accounting for 50.31% of the company’s share capital and voting power. When accounting for an additional 28 shares held by an ascendant relative, Jan Ryszard Wojciechowski, the total combined interest remains at 50.31%. However, the notification concludes that if the call option is fully exercised in 2025, Wojciechowski’s direct voting interest would decrease to 48.9955%, or 48.9956% when including the shares held by his relative. This transaction marks a significant future shift in the company's ownership structure, potentially moving the primary shareholder below the 50% voting threshold.
