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MESSAGE _ENGLISH VERSION_ |
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Current report 13/2026
Date of preparation: 18 March 2026
Subject: Commencement of an accelerated book-building process in
connection with the public offering of new
series M bearer shares of the Company. Adoption of a resolution by the
Management Board to increase the
share capital within the limits of the authorized capital. Conclusion of
a share placement agreement.
Legal basis: Art. 17_1_ MAR - confidential information.
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO
RESTRICTIONS AND ARE NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT,
DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN THE
TERRITORY OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH
AFRICA,
JAPAN OR OF OTHER COUNTRIES WHERE SUCH PUBLICATION, ANNOUNCEMENT,
DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL. FURTHERMORE, THIS CURRENT
REPORT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER
OF
SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT
THE
END OF THIS CURRENT REPORT.
The Management Board of CI Games SE _the "Company"_ hereby announces the
following _i_ on 18 March
2026, the Company's Management Board adopted a resolution on increasing
the Company's share capital within
the limits of the authorized capital by issuing new series M ordinary
bearer shares through a private placement,
through a public offering, depriving the existing shareholders of the
Company of all preemptive rights in relation
to all series M, determining the method of setting the issue price of
series M shares, applying for the admission
and introduction of series M shares to trading on the regulated market
operated by the Warsaw Stock Exchange,
establishing the rules for offering, conducting the book-building
process, subscription, and acquisition of
series M shares, adopting a model agreement for the acquisition of
series M shares _subscription agreement for
series M shares_, consent to the conclusion by CI Games SE of a
placement agreement for the purposes of the
offering and subscription of series M shares, and amendments to the
Company's Statute _the "Issuance
Resolution"_, and _ii_ on 18 March 2026, the Company concluded an
agreement with IPOPEMA Securities S.A.
and Dom Maklerski INC S.A. _the "Managers"_ for the placement of shares
_the "Placement Agreement"_ in
connection with a public offering by way of a private subscription of no
more than 38,165,000 new series M
ordinary bearer shares of the Company, with a par value of PLN 0.01 _one
grosz_ each _the "Series M Shares"_
_the "Offering"_.
The process of building the book of demand for the Series M Shares will
commence immediately after the
publication of this current report _the "Book Building Process"_ and is
scheduled to end on or about 18 March
2026. The purpose of the Book Building Process will be to offer, within
the Offering, approx. 28,000,000 Series
M Shares, whereby the Company may, within the Book Building Process,
decide to offer a larger number of
shares in the Offering taking into account the expressed demand, and the
final number of the offered Series M
Shares, together with the issue price and a list of investors to whom
offers to subscribe for Series M Shares
_indicating in particular the number of Series M Shares that will be
offered for subscription by the Company_
to be determined by the Company, in consultation with the Managers upon
completion of the Book Building
Process. The Company will publish, in the form of a current report,
information on the total number of Series
M Shares that will be the subject of subscription offers made by the
Company to investors.
The Offering is being conducted on the terms specified in the Issuance
Resolution, §10a _1_ of the Company's
Articles of Association and on the basis of the subscription rules of 18
March 2026, which constitute an appendix to this report _"Subscription
Rules"_.
Pursuant to the Issuance Resolution, the Company's share capital will be
increased from PLN 1,908,248.80 _one
million nine hundred and eight thousand two hundred and forty-eight
zlotys and eighty groszy_ by an amount
not lower than PLN 0.01 _one_ grosz, i.e. to an amount not lower than
PLN 1,908,248.81 _one million nine
hundred and eight thousand two hundred and forty-eight zlotys,
eighty-one groszy_ and by an amount not higher
than PLN 381,650.00 _three hundred and eighty-one thousand six hundred
and fifty zlotys_, i.e. up to an amount
not higher than PLN 2,289,898.80 _two million two hundred and
eighty-nine thousand eight hundred and ninety eight zlotys and eighty
groszy_, through the issuance of not less than 1 _one_ and not more than
a maximum of
38,165,000 _thirty-eight million one hundred sixty-five thousand_ Series
M Shares, with the provision that the
total number of Series M Shares offered for subscription and issued by
the Company shall not exceed a total of
38,165,000 _thirty-eight million one hundred sixty-five thousand_
shares. In addition, the Company's
Management Board states that on 18 March 2026, the Company's Supervisory
Board adopted a resolution on
granting consent to deprive the existing shareholders of the Company of
all their pre-emptive rights to Series M
Shares issued as part of a share capital increase within the limits of
the authorised capital.
Pursuant to the Placement Agreement and the Issuance Resolution, the
conduct of the Offering and the
admission of the Series M Shares to trading on the regulated market
operated by the Warsaw Stock Exchange
S.A. _"WSE"_ will not require the Company to publish a prospectus or
other information or an offering
document within the meaning of the relevant provisions of law.
The Book Building Process will be conducted among selected investors who
are _i_ Eligible Investors _as
defined in the Company's Articles of Association_ indicated by the
Company's Management Board, under the
Priority Right _as defined in the Company's Articles of Association_, by
way of a private placement within the
meaning of Article 431 § 2_1_ of the Act of September 15, 2000 -
Commercial Companies Code _"CCC"_,
conducted by way of a public offering within the meaning of Article 2_d_
of Regulation _EU_ 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the prospectus
to be published when securities are
offered to the public or admitted to trading on a regulated market, and
repealing Directive 2003/71/EC, as
amended _the "Prospectus Regulation"_, i.e. a public offering for which,
pursuant to Article 1_4__b_ and Article
1_5__a_ of the Prospectus Regulation, no prospectus, information
memorandum or any other information
document is required, and _ii_ pursuant to §10a_1__l_ of the Company's
Articles of Association, to the extent that
the Series M Shares are not taken up by Eligible Investors under the
Priority Right, the Series M Shares will be
offered to investors invited to participate in the Offering _a_
qualified investors within the meaning of the
Prospectus Regulation or _b_ qualified investors within the meaning of
the Prospectus Regulation, which forms
part of English law by virtue of the European Union Withdrawal Act 2018
_the European Union _Withdrawal_
Act 2018_ or _c_ investors acquiring securities with a total value of at
least EUR 100,000 per investor, in respect
of whom _in each case_ there is no obligation to publish a prospectus in
accordance with Article 1_4__a_ or
Article 1_4__d_ and Article 1_5__a_ of the Prospectus Regulation _the
"Investors"_, in each case exclusively
outside the territory of the United States _offshore transactions_ based
on Regulation S issued under the U.S.
Securities Act of 1933, as amended _U.S. Securities Act of 1933, as
amended_.
Eligible Investors who participated in the Book Building Process will be
entitled to priority subscription for
Series M Shares on the terms set out in the Company's Articles of
Association, the Issuance Resolution and the
Subscription Rules, whereby, as part of the Book Building Process, the
Series M Shares will be initially
allocated according to the following rules: _i_ each Eligible Investor
who, in the Book Building Process,
submitted a declaration to subscribe for Series M Shares at a price not
lower than the issuance price will be
initially allocated Series M Shares to which they are entitled under the
Priority Right; _ii_ secondly, i.e. after the
initial allocation in accordance with point _i_ above, the Company's
Management Board may, at its own
discretion and after consultation with the Managers, initially allocate
Series M Shares for which Eligible
Investors have not submitted declarations in the Book-Building Process
under their Priority Right, to Investors
who are eligible to participate in the Offering on the terms specified
in the Issuance Resolution and the
Subscription Rules.
Immediately after disclosing information about the total number of
Series M Shares that will be the subject of
subscription offers made by the Company to investors, the Company will
proceed to conclude subscription
agreements for Series M Shares with investors _and Managers concluding
subscription agreements on behalf of
investors, if applicable_ from the preliminary allocation list, and the
investors _or Managers concluding
subscription agreements on behalf of investors, as the case may be_ will
be required to pay the issue price for
the Series M Shares they are subscribing for.
The selection of investors to whom offers to subscribe for Series M
Shares will be made by way of a private
placement within the meaning of Article 431 § 2_1_ of the Commercial
Companies Code will be made taking
into account the results of the Book Building Process. Invited investors
who have participated in the Book
Building Process will submit to the Managers subscription declarations
in respect of Series M Shares, containing,
in particular, information on the number of Series M Shares that a given
investor is prepared to subscribe for at
a given issue price. In order to participate in the Book Building
Process, each investor should conclude _unless
they are already a party to such agreement_ an appropriate agreement for
the acceptance and transmission of
orders with the Manager to whom the investor intends to submit
declarations to subscribe for Series M Shares.
Pursuant to the Placement Agreement, the Managers have undertaken to
provide services to the Company for
the placement of Series M Shares on the terms specified in that
agreement, and, in particular, to exercise due
diligence in order to attract potential investors. The Placement
Agreement does not constitute an obligation on
the part of the Managers to subscribe for, acquire or guarantee the
issuance of any financial instruments
_including Series M Shares_ and does not guarantee the preparation or
implementation of the introduction of the
Company's financial instruments to an organized trading system, the
conduct of the Offering or the placement
of any part of other financial instruments of the Company. The Placement
Agreement contains such standard
conditions precedent pertaining to the Managers' obligations as are
found in agreements of this type concluded
in connection with transactions similar to the Offering, including
conditions related to the occurrence of force
majeure events and the occurrence of material adverse changes in the
Company's situation, and specifies
grounds for its termination that are typical for agreements of this
kind. Pursuant to the Placement Agreement,
each of the Managers is entitled to terminate it in the cases specified
therein, including, in particular, in a
situation where any of the Company's representations or warranties made
in the Placement Agreement prove to
be inconsistent with actual factual or legal circumstances, or where the
situation on the financial markets
changes significantly, adversely affecting the possibility of conducting
the Offering. The Placement Agreement
also contains representations and warranties concerning the Company and
its business to the extent typically
provided by issuers of securities in agreements of this type that are
entered into in connection with transactions
similar to the Offering. The Placement Agreement is governed by Polish
law and is subject to the jurisdiction
of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw.
Under the terms of the Placement
Agreement, the Managers as well as other persons specified in the
Placement Agreement will be released from
liability and the obligation to perform in respect of certain claims,
obligations, or costs that may be claimed
from or raised by the Managers or other designated persons in connection
with the Placement Agreement or the
Offering _indemnification clause_.
Subject to standard exclusions, the Company undertook in the Placement
Agreement, among other things, not
to issue or offer any securities of the Company and not to acquire the
Company's own shares from the date of
the conclusion of the Placement Agreement until the expiry of a period
of 90 days from the date of the conclusion by the Managers and the
Company of a pricing supplement to the Placement Agreement _the "Pricing
Supplement"_ _"Lock-Up Restrictions"_. In connection with the Offering,
the Lock-Up Restrictions will also
apply to the members of the management board of the Company with respect
to the shares of the Company held
by them, subject to the exclusions specified in the Placement Agreement.
Immediately after the closing of the subscription period and of payment
for the Series M Shares, the Company's
Management Board will submit an application to the registry court for
registration of the increase in the
Company's share capital, and immediately after such registration has
been completed, the Company's
Management Board will take steps to register the Series M Shares with
the depository maintained by Krajowy
Depozyt Papierów Wartościowych S.A. _National Depository for Securities_
as well as to admit and introduce
the Series M Shares to trading on the regulated market operated by the
WSE.
IPOPEMA Securities S.A. and Dom Maklerski INC S.A. are acting as
managers and co-bookrunners in
connection with the Offering and the subscription for Series M Shares.
IPOPEMA Securities S.A. will also act
as the Settlement Agent.
The Company intends to allocate the net proceeds as will accrue from the
issuance of the Series M Shares for
the purposes of, in particular, diversifying sales and distribution
channels for the Company's products, reducing
the risks arising from the concentration of revenues in individual
distribution channels, and increasing flexibility
in the commercialization of products, including pricing and promotional
models. The issuance of the shares
within the authorized share capital will allow the Company to make the
pace at which key projects are
implemented independent of current cash flows and will increase its
ability to actively shape its distribution
strategy in segments characterized by high sales concentration.
LEGAL DISCLAIMERS
This current report has been prepared in accordance with the
requirements of Article 17_1_ of Regulation _EU_
No 596/2014 of the European Parliament and of the Council of 16 April
2014 on market abuse _market abuse
regulation_ and repealing Directive 2003/6/EC of the European Parliament
and of the Council and Commission
Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, and Article 56_1__2_
of the Act of 29 July 2005, on
Public Offering, Conditions Governing the Introduction of Financial
Instruments to Organized Trading, and
Public Companies.
This current report contains or may contain certain forward-looking
statements relating to the Company's
current expectations and predictions regarding future events. These
statements, which sometimes use words
such as "aim," "predict," "be convinced," "intend," "plan," "estimate,"
"expect," and words of similar meaning,
reflect the beliefs and expectations of the Company's Management Board
and involve a number of risks,
uncertainties, and assumptions that may occur in the future, are beyond
the Company's control, and may cause
actual results and achievements to differ materially from any expected
results or achievements expressed or
implied in forward-looking statements. Statements contained in this
current report regarding past trends or
actions should not be construed as indicating that such trends or
actions will continue in the future. The
information contained in this current report is subject to change
without notice and, except as required by
applicable law, the Company is not responsible for and does not
undertake to publicly update or revise any
forward-looking statements contained herein. You should not place undue
reliance on forward-looking
statements, which reflect only the beliefs as of the date of publication
of this current report. None of the
statements contained in this current report constitute or are intended
to constitute a forecast or estimate of
earnings, nor are they intended to suggest that the Company's earnings
in the current or any future fiscal year
will match or exceed the Company's historical or published earnings. In
view of the aforementioned risks,
uncertainties, and assumptions, the recipient should not place undue
reliance on forward-looking statements as
a prediction of actual results or otherwise.
This current report is for informational purposes only, fulfills the
disclosure obligations to which the Company
is subject as a public company whose shares are admitted to and traded
on the regulated market operated by
the WSE, and _i_ is not made available for the purpose of directly or
indirectly promoting the acquisition or
subscription of the Company's securities or encouraging, directly or
indirectly, to acquire or subscribe for them,
and _ii_ does not constitute advertising or promotional material
prepared or published by the Company for the
purpose of promoting the Company's securities, their subscription,
purchase or offer, or for the purpose of
encouraging investors, directly or indirectly, to acquire or subscribe
for such securities.
This current report is not an advertisement within the meaning of
Article 22 of the Prospectus Regulation.
This current report and the information contained herein are not
intended for publication, announcement, or
distribution, directly or indirectly, in the territory of or to the
United States of America, Australia, Canada,
Japan, South Africa or in other countries where the public dissemination
of the information contained in this
current report may be subject to restrictions or prohibited by law. The
securities referred to in this current
report have not been and will not be registered under the U.S.
Securities Act of 1933, as amended _U.S.
Securities Act of 1933_ and may not be offered or sold in the United
States of America, except in transactions
not subject to the registration requirements of the U.S. Securities Act
or pursuant to an exemption from such
registration requirements. This current report does not constitute an
invitation to underwrite, subscribe for, or
otherwise acquire or sell any securities in any jurisdiction.
This current report and the terms described herein may not form the
basis for any action by persons other than
Eligible Investors or Investors. Any investments or investment
activities referred to in this current report and
the terms and conditions described therein are only relevant to Eligible
Investors or Investors. The Managers,
apart from any obligations and liabilities that may be imposed on the
Managers under applicable law, its
affiliates or representatives do not and will not assume any
responsibility and make no representations or
warranties, express or implied, as to the accuracy or completeness of
this current report.
In particular, the Managers shall not be liable to anyone other than the
Company in the context of providing
protection to their clients or providing advice on the Series M Share
offering to entities other than the Company.
The distribution of information about the Series M Shares offering,
including this current report, may be
restricted by law in certain jurisdictions. Neither the Company nor its
affiliates have taken any action that could
or is intended to enable the Series M Shares offering to be conducted in
any jurisdiction, or to cause any offer
or advertising material relating to the Series M Shares, including this
current report, to be held or distributed
in any jurisdiction where action is required for that purpose.
This current report does not identify or suggest, nor is it intended to
identify or suggest, the risks _direct or
indirect_ that may be associated with an investment in Series M Shares.
Any investment decisions regarding the
subscription or purchase of Series M Shares in the offering of such
shares must be made solely on the basis of
publicly available information that has not been independently verified
by the Managers.
This current report does not constitute a recommendation regarding an
investor's decision regarding the
offering of Series M Shares. Each investor or potential investor should
conduct its own research, analysis, and
evaluation of publicly available information, including that described
in this current report.
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RB-W: Rozpoczęcie procesu przyspieszonej budowy księgi popytu w ramach oferty publicznej
nowych akcji na okaziciela serii M Spółki. Podjęcie uchwały zarządu o podwyższeniu
kapitału zakładowego w granicach kapitału docelowego. Zawarcie umowy plasowania akcji.
