Notification Under Art. 69 and Art. 69b of the Act on Public Offering
This regulatory notification, filed in April 2021, details a change in the potential future shareholding structure of PCF Group S.A., a Polish public company. The primary purpose of the filing is to satisfy disclosure requirements under the Polish Act on Public Offering regarding the granting of financial instruments that may lead to a decrease in a major shareholder's voting rights. The notification is submitted by Sebastian Wojciechowski on behalf of a group of shareholders known as the Eligible Shareholders’ Undertaking, which includes Bartosz Kmita, Bartosz Biełuszko, and Krzysztof Dolaś.
The core finding is the execution of a conditional call option agreement between Sebastian Wojciechowski and Fiducie familiale Samuel Girardin 2020, a Canadian trust. Under this agreement, the trust is granted the right to purchase 387,714 ordinary bearer shares from Wojciechowski. This transaction represents 1.31% of the company’s share capital and total voting rights. The option is exercisable between January 1, 2025, and June 30, 2025, subject to specific condition precedents and closed periods.
At the time of the notification, the shareholder group collectively holds 21,063,804 shares, representing 71.25% of the company’s share capital and voting power. If the call option is fully exercised in the future, and assuming no other changes in ownership, the group’s direct stake would decrease to 20,676,090 votes, or approximately 69.94%. The filing also accounts for a minor indirect holding of 28 shares by Jan Ryszard Wojciechowski, which brings the total potential future holding to 69.9403% after the option exercise. The document confirms that no other subsidiaries or agreements regarding the transfer of voting rights exist for the parties involved.
