Ipo
Documents
Current Report No. 6/2023: Issuance of Shares as Part of Target Capital Increase
The report announces that on 10 February 2023 the board of PCF Group S.A., headquartered in Warsaw, approved a capital‑increase resolution. The increase will be executed through the issuance of new ordinary bearer shares, Series E, which will not grant existing shareholders a pre‑emptive right to purchase all new shares. The resolution also seeks approval for listing the new shares on the regulated market of the Warsaw Stock Exchange, dematerialisation of the shares, and a statutory amendment to incorporate the new share class. The decision follows earlier communication in report No. 2/2023, where the board disclosed plans to deepen PCF Group’s equity stake in its subsidiary Incuvo S.A., based in Katowice. The new capital injection is intended to support this strategic investment and enhance the group’s financial position.
Key points include: a targeted capital increase via Series E ordinary shares; denial of pre‑emptive rights to current shareholders; application for market listing and dematerialisation; statutory changes to the company’s articles. The resolution is governed by Polish financial regulation, specifically § 5(9) and § 14(1‑2) of the Minister of Finance regulation dated 29 March 2018. The report is a routine disclosure under the Polish regulatory framework, providing shareholders and market participants with timely information on significant corporate actions.
- PCF Group S.A. approved a capital increase on 10 February 2023 through the issuance of new Series E ordinary bearer shares.
- The capital injection is strategically intended to increase PCF Group’s equity stake in its Katowice-based subsidiary, Incuvo S.A.
- Existing shareholders have been denied pre-emptive rights to purchase the newly issued Series E shares.
- The board is pursuing the formal dematerialisation of the new shares and their subsequent listing on the Warsaw Stock Exchange.
- The issuance requires a statutory amendment to the company’s articles to formally incorporate the new Series E share class.
Raport bieżący nr 17/2023Rozpoczęcie procesu budowania księgi popytu w ramach oferty w trybie subskrypcji prywatnej emitowanych przez PCF Group S.A. nowych akcji zwykłych na okaziciela Serii F oraz zawarcie umowy na potrzeby przeprowadzenia oferty oraz umowy o ograniczeniu zbywania akcji Spółki
The document announces the initiation of a private subscription process for up to 5,853,941 Series F ordinary shares issued by PCF Group S.A. The offer is governed by the company’s 28 February 2023 Extraordinary General Meeting resolution and a subsequent board resolution dated 29 May 2023, which establish the terms of subscription, the engagement of Trigon Dom Maklerski S.A. and Trigon Investment Banking for execution, and the signing of a lock‑up agreement with key shareholder Sebastian Wojciechowski. The subscription will be limited to qualified investors, including those holding at least 0.25 % of voting rights as of the preference day or investors with a minimum €100,000 in eligible securities. The Series F shares are intended for offshore transactions only and will not be offered or sold within the United States, Australia, Canada, Japan, South Africa, or other jurisdictions where such distribution would violate securities law. The company plans to seek listing of the Series F shares on the Warsaw Stock Exchange under a prospectus exemption for up to 20 % of existing shares, contingent on regulatory approval. The report clarifies that no prospectus will be prepared and the offer is not a public offering outside Poland. The document includes extensive legal disclosures, risk warnings, and restrictions on distribution, emphasizing that it serves purely informational purposes for qualified investors.
- PCF Group S.A. has initiated a private subscription process for up to 5,853,941 new Series F ordinary shares.
- The offering is restricted to qualified investors, defined as those holding at least 0.25% of voting rights or possessing a minimum of €100,000 in eligible securities.
- Trigon Dom Maklerski S.A. and Trigon Investment Banking have been engaged to manage the execution of the subscription process.
- Key shareholder Sebastian Wojciechowski has entered into a lock-up agreement regarding his existing shares in the company.
- The company intends to list the Series F shares on the Warsaw Stock Exchange, utilizing a prospectus exemption for up to 20% of existing shares.
Załącznik do Raportu bieżącego nr 17/2023Zasady subskrypcji w związku z emisją i ofertą akcji zwykłych na okaziciela serii F spółki PCF Group S.A. z siedzibą w Warszawie
NINIEJSZY DOKUMENT NIE JEST PRZEZNACZONY DO DYSTRYBUCJI, BEZPOŚREDNIO CZY POŚREDNIO, NA TERYTORIUM ALBO DO STANÓW ZJEDNOCZONYCH AMERYKI, AUSTRALII, KANADY LUB JAPONII ANI INNYCH KRAJÓW, GDZIE PUBLIKACJA, OGŁOSZENIE, DYSTRYBUCJA LUB PRZESŁANIE BYŁOBY NIEZGODNE Z PRAWEM. NINIEJSZY DOKUMENT NIE STANOWI OFERTY PAPIERÓW WARTOŚCIOWYCH W JAKIEJKOLWIEK JURYSDYKCJI. PROSIMY O ZAPOZNANIE SIĘ Z ZASTRZEŻENIAMI PRAWNYMI ZAMIESZCZONYMI NA KOŃCU NINIEJSZEGO DOKUMENTU.
- PCF Group S.A. is conducting a public offering of 1 to 5,853,941 Series F ordinary bearer shares, each with a nominal value of PLN 0.02, and plans to introduce them to trading on the regulated market of the Warsaw Stock Exchange.
- The offering is a private subscription under Polish law, exempt from prospectus publication requirements, and is directed exclusively to qualified investors or those subscribing for at least EUR 100,000 worth of securities.
- KRAFTON has committed to subscribe for Series F shares that will represent 10.00% of PCF Group's share capital and 10.00% of votes at the General Meeting after the offering, at an issue price of PLN 40.20 per share.
- The subscription process includes a book-building phase, which began on May 29, 2023, and is scheduled to close by 3:00 PM on June 1, 2023, though the company may shorten this period.
- Existing shareholders who were shareholders as of February 28, 2023, and meet specific criteria, have a pre-emptive right to subscribe for Series F shares to maintain their proportion of voting rights in the company.
Zakończenie subskrypcji akcji serii F PCF Group S.A.
The report announces the completion of a private subscription offering for 3,343,037 ordinary Series F shares of PCF Group S.A., each with a nominal value of 0.02 PLN, issued at an emission price of 40.20 PLN per share. The subscription period ran from 29 May to 1 June 2023, with contracts finalized on 6 June and full payment received by 9 June. Two investors participated, acquiring the entire offering; no tranches or secondary allocations were involved. The total value of the issuance amounted to 134,390,087.40 PLN. Costs associated with the offering are pending finalization; a separate report will disclose detailed expense breakdowns and per‑share cost once all invoices are received. The document clarifies that the shares were offered exclusively within Poland, with no prospectus required under EU Prospectus Regulation, and that the offering is restricted to qualified investors in the European Economic Area, the United Kingdom, and certain U.S. institutional investors under Rule 144A. Legal notices emphasize that the report is informational only, not an offer or recommendation, and that distribution outside specified jurisdictions is prohibited. The report also contains forward‑looking statements subject to risks, uncertainties, and regulatory constraints, underscoring that investors should conduct independent due diligence before participating.
- PCF Group S.A. completed a private subscription for 3,343,037 Series F ordinary shares at an issue price of 40.20 PLN per share.
- The total gross proceeds from the share issuance amounted to 134,390,087.40 PLN.
- The subscription process concluded with full payment received by 9 June 2023, following a subscription period that ran from 29 May to 1 June 2023.
- The entire offering was acquired by two investors, with no tranches or secondary allocations utilized.
- Detailed costs associated with the issuance are currently pending and will be disclosed in a future report once all invoices are finalized.
Zasady Subskrypcji w związku z emisją i ofertą akcji zwykłych serii G: PCF Group S.A.
NINIEJSZY DOKUMENT NIE JEST PRZEZNACZONY DO DYSTRYBUCJI, BEZPOŚREDNIO CZY POŚREDNIO, NA TERYTORIUM ALBO DO STANÓW ZJEDNOCZONYCH AMERYKI, AUSTRALII, KANADY LUB JAPONII ANI INNYCH KRAJÓW, GDZIE PUBLIKACJA, OGŁOSZENIE, DYSTRYBUCJA LUB PRZESŁANIE BYŁOBY NIEZGODNE Z PRAWEM.
- PCF Group S.A. is issuing and publicly offering 1 to 2,510,904 Series G ordinary bearer shares, each with a nominal value of PLN 0.02, and will introduce rights to these shares (PDA) and the offered shares themselves to trading on the Warsaw Stock Exchange.
- The offering excludes Russian and Belarusian citizens or entities due to EU sanctions effective April 13, 2022, unless they are EU member state citizens or have temporary/permanent residency in an EU member state.
- The offering is a private subscription under Polish commercial law and a public offering under EU prospectus regulations, exempt from prospectus publication requirements.
- The offering is directed exclusively to investors invited by Trigon Dom Maklerski S.A. or WOOD & Company Financial Services, a.s. (Investment Firms), who are either qualified investors or subscribe for at least EUR 100,000 worth of securities.
- KRAFTON is entitled to subscribe for 251,091 Series G shares, representing 0.7% of the increased share capital if all 2,510,904 shares are issued, as per an additional agreement signed on June 14, 2023.
Current Report No. 34/2023: Admission and Introduction to Trading of Series E and F Bearer Shares
The report announces the approval and listing of PCF Group S.A.’s bearer shares on the Warsaw Stock Exchange. On 17 July 2023, the Board of GPW adopted resolution 745/2023 permitting 136,104 Series E shares and 3,343,037 Series F shares—each with a nominal value of PLN 0.02—to be traded on the Main Market. The shares will enter circulation from 19 July 2023, contingent upon registration by the National Securities Depository on that date and assignment of the ticker PLPCFGR00010. The announcement is grounded in Article 17(1)(2) and (4) of the 29 March 2018 Ministerial Regulation on ongoing and periodic information from issuers, ensuring compliance with disclosure requirements for non‑EU jurisdictions. The scope is limited to the Warsaw Stock Exchange’s primary market, covering only the two bearer share series of PCF Group. No survey or statistical methodology is presented; the document serves as a regulatory notification rather than an analytical study. The information confirms immediate effect of the GPW resolution and outlines procedural steps for depository registration, thereby enabling market participants to trade the newly listed shares.
- The Warsaw Stock Exchange (GPW) has approved the listing of 3,479,141 new PCF Group S.A. bearer shares for trading on its Main Market.
- The listing comprises 136,104 Series E shares and 3,343,037 Series F shares, each with a nominal value of PLN 0.02.
- Trading for these newly admitted shares is scheduled to commence on 19 July 2023.
- The shares will be identified under the ticker PLPCFGR00010 upon their registration with the National Securities Depository.
- The admission follows the GPW Board’s resolution 745/2023, adopted on 17 July 2023, to integrate these series into the exchange's primary market.
Raport bieżący nr 38/2023Zawarcie umowy plasowania akcji, rozpoczęcie procesu budowania księgi popytu w ramach oferty publicznej w trybie subskrypcji prywatnej emitowanych przez PCF Group S.A. nowych akcji zwykłych na okaziciela serii G oraz zawarcie umowy przystąpienia do umowy o ograniczeniu zbywa
The document announces that PCF Group S.A., headquartered in Warsaw, entered into a placement agreement on 9 August 2023 with Trigon Dom Maklerski S.A. and WOOD & Company Financial Services, a Polish branch of a Czech firm, to conduct a private subscription offering of up to 2 510 904 new ordinary shares (Series G). The offer is governed by the company’s extraordinary shareholders’ meeting resolution dated 7 August 2023 and a board resolution of the same day, which set subscription terms, pricing, and the process for building an order book. The new shares will be offered exclusively to qualified investors—either EU‑qualified or those holding at least €100 000 in securities, including existing shareholders with a minimum 0.25 % voting stake—under Regulation S or similar exemptions, and will be sold only outside the United States. The company intends to seek listing of the new shares on the Warsaw Stock Exchange under a prospectus exemption that allows up to 20 % of the company’s shares to be listed within a year, provided regulatory conditions are met. The placement agreement includes standard clauses on manager duties, indemnification, and termination rights, and the company has also signed a lock‑up agreement with key shareholder Sebastian Wojciechowski and Trigon DM. The report clarifies that no prospectus is required, the offering is not a public sale in the U.S., and distribution of the report is restricted to qualified investors within the EU, UK, and other jurisdictions where such disclosure is permitted.
- PCF Group S.A. has initiated a private subscription offering of up to 2,510,904 new Series G ordinary shares.
- The offering is managed by Trigon Dom Maklerski S.A. and WOOD & Company Financial Services following agreements signed on August 9, 2023.
- Participation is restricted to qualified investors, including those with at least €100,000 in securities or existing shareholders holding a minimum 0.25% voting stake.
- The company intends to list the new shares on the Warsaw Stock Exchange, utilizing a prospectus exemption that permits the listing of up to 20% of the company's shares within a 12-month period.
- A lock-up agreement has been established between key shareholder Sebastian Wojciechowski and Trigon DM regarding the new shares.
Raport Bieżący Nr 39/2023: Ustalenie Liczby Oraz Ceny Emisyjnej Akcji Serii G
The report announces that PCF Group S.A., acting under its 4/08/2023 Emission Resolution, has finalized the subscription book for Series G ordinary shares. A total of 2 510 904 Series G shares will be offered, including a specific allocation of 251 091 shares to Krafton, Inc. under an additional agreement referenced in a prior report. The emission price is set uniformly at 40.20 PLN per share for all investors, including Krafton.
The disclosure is limited to informational purposes only and does not constitute an offer or promotion of the shares. It applies exclusively within the European Economic Area, the United Kingdom, and other jurisdictions where such distribution is permitted. The shares are not registered under U.S. securities law, nor are they offered in the United States, Australia, Canada, Japan, or South Africa. The document clarifies that no prospectus is required under the EU Prospectus Regulation and that the offering will be conducted through offshore transactions compliant with Regulation S or other exemptions.
The report includes standard legal and risk disclosures, noting that future‑looking statements are subject to uncertainty and that the company does not provide investment advice. It also disclaims liability for managers or related parties, emphasizing that the information is not to be used as a basis for investment decisions outside qualified investor categories.
- PCF Group S.A. has set the final emission price for Series G ordinary shares at 40.20 PLN per share.
- The total issuance consists of 2,510,904 new Series G shares.
- Krafton, Inc. is allocated 251,091 of the newly issued Series G shares as part of the subscription.
- The share issuance is conducted under the company's Emission Resolution dated August 4, 2023.
- The offering is restricted to the European Economic Area, the United Kingdom, and other permitted jurisdictions, explicitly excluding the United States, Australia, Canada, Japan, and South Africa.
Raport Bieżący Nr 44/2023: Zakończenie Subskrypcji Akcji Serii G PCF Group S.A.
The report details the completion of a private subscription offering of 2,510,904 ordinary shares of PCF Group S.A. (Series G) with a nominal value of 0.02 zł each, issued at an emission price of 40.20 zł per share. The subscription period ran from 9 to 10 August 2023, with contracts finalized on 18 August 2023 and full payment received the same day. Forty investors participated, each acquiring shares at the stated price; no tranches or allocation reductions applied. The total value of the offering amounted to 100,938,340.80 zł. No sub‑subscription agreements were involved, and the shares were paid for in cash.
The document clarifies that it is purely informational, not an offer or advertisement, and is restricted from distribution in the United States, Australia, Canada, Japan, South Africa, or other jurisdictions where it would violate securities law. It is intended solely for qualified investors within the European Economic Area and the United Kingdom, in line with Regulation (EU) 2017/1129. The report disclaims any liability for managers or related parties and states that future cost details will be disclosed in a separate report once invoices are finalized.
Key data points include the number of shares issued, subscription dates, price per share, total offering value, and investor count. The scope is limited to the Polish market with no public offering outside Europe, and the methodology follows standard private subscription procedures under Polish corporate law.
- PCF Group S.A. successfully completed a private subscription of 2,510,904 Series G ordinary shares, raising a total of 100,938,340.80 zł.
- The shares were issued at a price of 40.20 zł per share, with a nominal value of 0.02 zł each.
- The subscription process involved 40 investors, with all shares fully paid for in cash by August 18, 2023.
- The subscription period for the offering took place over two days, from August 9 to August 10, 2023.
- The offering was conducted as a private placement restricted to qualified investors within the European Economic Area and the United Kingdom, excluding markets such as the United States, Australia, and Japan.
Conditional Registration of Series G Bearer Shares: Report 48/2023
The report announces that on 7 September 2023 the National Securities Depository (KDPW) conditionally registered 2,510,904 bearer common shares of PCF Group S.A. (ISIN PLPCFGR00010), each with a nominal value of 0.02 PLN, under the condition that they are introduced into trading on a regulated market where other PCF Group shares with the same ISIN have been listed. The registration is governed by § 17(1)(1) of the Minister of Finance Regulation dated 29 March 2018 concerning current and periodic information provided by issuers. The conditional nature of the registration implies that the shares will only become fully registered and tradable once they are listed on a regulated market. The information was communicated by the company’s board and will be disseminated through KDPW’s operational notice. The scope is limited to the Polish market, specifically the Warsaw Stock Exchange or other regulated venues where PCF Group shares are listed. No additional data, methodology, or statistical analysis is provided beyond the registration details and legal basis.
- The National Securities Depository (KDPW) conditionally registered 2,510,904 Series G bearer common shares of PCF Group S.A. on 7 September 2023.
- Each of the newly registered Series G shares carries a nominal value of 0.02 PLN.
- The registration is conditional upon the shares being introduced into trading on a regulated market where existing PCF Group shares (ISIN PLPCFGR00010) are already listed.
- Full registration and tradability of these shares will only take effect once the listing process on a regulated market is completed.
- This action is governed by the Minister of Finance Regulation dated 29 March 2018 regarding the disclosure of current and periodic information by issuers.
Current Report No. 49/2023: Admission and Introduction to Trading on the Regulated Market of Series G Ordinary Bearer Shares
The report announces that on 7 September 2023 the Warsaw Stock Exchange (GPW) adopted resolution 940/2023, approving the admission and listing of 2 510 904 bearer ordinary shares of PCF Group S.A. (Series G) on the Main Market. Each share carries a nominal value of 0,02 PLN. The GPW’s decision takes effect immediately, and the shares will enter trading on 12 September 2023 once the National Securities Depository registers them and assigns the ticker code PLPCFGR00010. The announcement is issued by PCF Group’s board and references the legal basis in the Polish Minister of Finance regulation on ongoing information disclosure. The scope is limited to a single company’s Series G shares, with no broader market or sector analysis provided. No survey or statistical methodology is described; the document serves purely as a regulatory compliance notification for investors and market participants.
- The Warsaw Stock Exchange (GPW) approved the admission and listing of 2,510,904 Series G ordinary bearer shares for PCF Group S.A.
- Trading for the new Series G shares is scheduled to commence on the GPW Main Market on 12 September 2023.
- Each of the newly admitted Series G shares has a nominal value of 0.02 PLN.
- The shares will be identified on the market under the ticker code PLPCFGR00010.
- The listing follows the GPW resolution 940/2023, which was formally adopted on 7 September 2023.
Zasady prowadzenia procesu budowy księgi popytu oraz subskrypcji: PCF Group S.A.
NINIEJSZY DOKUMENT NIE JEST PRZEZNACZONY DO DYSTRYBUCJI, BEZPOŚREDNIO CZY POŚREDNIO, NA TERYTORIUM ALBO DO STANÓW ZJEDNOCZONYCH AMERYKI, AUSTRALII, KANADY LUB JAPONII ANI INNYCH KRAJÓW, GDZIE PUBLIKACJA, OGŁOSZENIE, DYSTRYBUCJA LUB PRZESŁANIE BYŁOBY NIEZGODNE Z PRAWEM. NINIEJSZY DOKUMENT NIE STANOWI OFERTY PAPIERÓW WARTOŚCIOWYCH W JAKIEJKOLWIEK JURYSDYKCJI. PROSIMY O ZAPOZNANIE SIĘ Z ZASTRZEŻENIAMI PRAWNYMI ZAMIESZCZONYMI NA KOŃCU NINIEJSZEGO DOKUMENTU.
- PCF Group S.A. is conducting a book-building process and private subscription for 1 to 6,670,000 Series H ordinary bearer shares, each with a nominal value of PLN 0.02, to be listed on the Warsaw Stock Exchange.
- The offering aims to stabilize the company's short-term financial liquidity, secure working capital for 'work for hire' contracts, and enable orderly and predictable business expansion while maintaining operational flexibility.
- Sebastian Wojciechowski, a significant shareholder and CEO, intends to subscribe for up to PLN 5 million worth of Series H shares, provided his allocation does not exceed 50% of the total shares offered.
- The book-building process is scheduled to open on August 6, 2025, and close at 4:00 PM CEST on August 11, 2025.
- Eligible investors who held at least 0.25% of the company's share capital by the Preference Day will have a pre-emptive right to subscribe for Series H shares to maintain their proportional voting rights.