Legal

Subscription Rules for the Issuance and Offer of Common Shares Series G

9 August 202312 pages6,327 words

Summary

PCF Group S.A. is executing a private subscription of up to 2,510,904 Series G common shares, representing approximately 7% of the company’s share capital, for listing on the Warsaw Stock Exchange. The issuance is strategically designed to raise capital while offering priority rights to existing shareholders holding at least 0.25% of voting rights, thereby allowing them to maintain their current equity stakes. To comply with European Union prospectus exemptions, the offer targets qualified investors and those capable of a minimum investment of EUR 100,000. Notably, the offering excludes investors from Russia and Belarus in accordance with EU sanctions and prohibits distribution in several international jurisdictions, including the United States, Canada, and Japan. The capital increase involves a significant strategic component through an agreement with KRAFTON Inc., which is allocated 251,091 shares at a fixed price of 40.20 PLN. This transaction is intended to bring KRAFTON’s total ownership in the company to 10%. For other participants, the share price and final allocation are determined through an accelerated book-building process conducted in August 2023. This structured approach ensures a rapid infusion of capital while strengthening the partnership between the Polish developer and its major international strategic investor. The subscription process concludes with a strict timeline for payment and registration, requiring all funds to be settled by August 18, 2023. Following the successful collection of funds, the company will proceed with the dematerialization of securities and the registration of Rights to Shares on the Warsaw Stock Exchange. In the event that the capital increase is not registered by the court, the framework provides for a full refund of the emission price to investors. This issuance serves as a critical financial maneuver to bolster the company’s balance sheet and support its ongoing development projects within the global gaming market.

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Subscription Rules for the Issuance and Offer of Common Shares Series G

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