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MESSAGE _ENGLISH VERSION_ |
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Registration of a share capital increase and amendments to the Articles
of Association of the CompanyTHIS CURRENT REPORT AND THE
INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS CURRENT REPORT.
The Management Board of PCF Group S.A. with its registered office in
Warsaw _the "Company"_ hereby announces that on 2 June 2026 the District
Court for the Capital City of Warsaw in Warsaw made an entry in the
Register of Business Entities kept for the Company of the amendment of
the Articles of Association of the Company, through the increase of the
Company's share capital from the amount of PLN 852,205.42 _eight hundred
and fifty-two thousand two hundred and five zlotys 42/100_ to the amount
of PLN 921,743.74 _nine hundred twenty-one thousand seven hundred
forty-three Polish zlotys 74/100_ through the issue of 3,476,916 _three
million four hundred seventy-six thousand nine hundred sixteen_ Series I
ordinary bearer shares of the Company with the nominal value of PLN 0.02
each _the "New Issue Shares"_ _the "Registration"_ issued as part of the
authorized capital pursuant to Resolution No. 5/2026 of the Management
Board of 29 April 2026 on increasing the Company's share capital within
the authorized capital by issuing series I ordinary bearer shares,
determining the issue price of series I shares and the deadline for
concluding agreements to acquire series I shares, depriving existing
shareholders of all preemptive rights to all series I shares, applying
for admission and introduction of series I shares to trading on the
regulated market operated by the Warsaw Stock Exchange,
dematerialization of series I shares and amendment of the Company's
Articles of Association.
As at the date of this current report, the total number of votes
attached to all the shares issued by the Company _after the
Registration_ is 46,087,187 _forty-six million eighty-seven thousand one
hundred eighty-seven_. After the Registration the share capital is
represented by 46,087,187 _forty-six million eighty-seven thousand one
hundred eighty-seven_ shares in the Company with the nominal value of
PLN 0.02 _two grosz_ each, including:
1_ 27,500,000 Series A ordinary bearer shares;
2_ 2,062,512 Series B ordinary bearer shares;
3_ 387,714 Series D ordinary bearer shares;
4_ 136,104 Series E ordinary bearer shares;
5_ 3,343,037 Series F ordinary bearer shares;
6_ 2,510,904 Series G ordinary bearer shares;
7_ 6,670,000 Series H ordinary bearer shares; and
8_ 3,476,916 Series I ordinary bearer shares.
The increase in the share capital through the issue of New Issue Shares
took place as part of the authorized capital. Pursuant to the
authorization referred to in § 51 of the Company's Articles of
Association, after Registration, the amount of the authorized capital
remaining to be subscribed is PLN 12,703.30 _twelve thousand seven
hundred three Polish zlotys 30/100_.
The Management Board of the Company presents below the amendments
introduced to the articles of association of the Company. Wording of the
amended sections of the Company's Articles of Association after the
Registration:
"§ 5.
1. The share capital of the Company amounts to PLN 921,743.74 _nine
hundred twenty-one thousand seven hundred forty-three Polish zlotys
74/100_ and is divided into:
1_ 27,500,000 _twenty seven million five hundred thousand_ Series A
ordinary, bearer shares with the nominal value of PLN 0.02 _two groszy_
each,
2_ 2,062,512 _two million sixty two thousand five hundred and twelve_
Series B ordinary, bearer shares with the nominal value of PLN 0.02 _two
groszy_ each,
3_ 387,714 _three hundred eighty seven thousand seven hundred and
fourteen_ Series D ordinary, bearer shares with the nominal value of PLN
0.02 _two groszy_ each,
4_ 136,104 _one hundred and thirty-six thousand one hundred and four_
Series E ordinary, bearer shares with the nominal value of PLN 0.02 _two
groszy_ each,
5_ 3,343,037 _three million three hundred forty three thousand and
thirty seven_ Series F ordinary, bearer shares with the nominal value of
PLN 0.02 _two groszy_ each,
6_ 2,510,904 _two million five hundred ten thousand nine hundred four_
Series G ordinary, bearer shares with the nominal value of PLN 0.02 _two
groszy_ each,
7_ 6,670,000 _six million six hundred seventy thousand_ Series H
ordinary, bearer shares with the nominal value of PLN 0.02 _two groszy_
each,
8_ 3,476,916 _three million four hundred seventy-six thousand nine
hundred sixteen_ Series I ordinary, bearer shares with the nominal value
of PLN 0.02 _two groszy_ each".
A consolidated text of the articles of association of the Company
incorporating the above amendments is attached to this current report.
IMPORTANT NOTICES
This current report was prepared in accordance with Article 17 Section 1
of the Regulation 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 Section 1 Item 2 of the Act of 29 July 2005 on
Public Offerings, the Conditions for Introducing Financial Instruments
to an Organized Trading System, and Public Companies.
This current report is solely for information purposes and is published
by the Company exclusively in order to provide essential information on
the terms of offering for its shares. This current report is by no means
intended, whether directly or indirectly, to promote the offering,
subscription or purchase of the shares of the Company referred to in
this current report _the "New Shares"_ and does not represent
advertisement or promotional material prepared or published by the
Company for the purpose of promoting the New Shares or their
subscription, purchase or offering or for the purpose of encouraging an
investor, whether directly or indirectly, to acquire or subscribe for
the New Shares. The Company has not published and has no intention of
publishing any materials aimed at promoting the New Shares or their
subscription or purchase after the date of this current report.
This current report and the information contained in it is not for
publication, release, transmission, distribution or forwarding, in whole
or in part, directly or indirectly, in or into the United States,
Australia, Canada, Japan or South Africa or any other jurisdiction in
which publication, release or distribution would be unlawful. This
current report is for information purposes only and does not constitute
an offer to sell or issue, or the solicitation of an offer to buy,
acquire or subscribe for shares in the capital of the Company in the
United States, Australia, Canada, Japan or South Africa or any other
state or jurisdiction. This current report has not been approved by any
supervising authority or stock exchange. Any failure to comply with
these restrictions may constitute a violation of the securities laws of
such jurisdictions.
The New Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended _the "Securities Act"_ or with any
securities regulatory authority of any state or other jurisdiction of
the United States and may not be offered, sold, pledged, taken up,
resold, transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of the
United States. The New Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Shares. Subject to
certain exceptions, the securities referred to herein may not be offered
or sold in the United States, Australia, Canada, Japan, South Africa or
to, or for the account or benefit of, any national, resident or citizen
of the United States, Australia, Canada, Japan, the Republic of South
Africa.
No public offering of the New Shares is being made in the United States,
United Kingdom or elsewhere outside Poland. All offers of the New Shares
will be made pursuant to an exemption under the Prospectus Regulation
_EU_ 2017/1129, as amended from time to time _including any relevant
implementing measure in any member state and in the United Kingdom, the
"Prospectus Regulation"_, from the requirement to produce a prospectus.
The New Shares may only be offered and sold outside the territory of the
United States of America in offshore transactions as defined in and
pursuant to the provisions of Regulation S under the US Securities Act
of 1933, as amended and/or under other exemption_s_ from registration
requirements in the United States of America or other relevant
jurisdiction_s_. This current report is being distributed to persons in
the United Kingdom only in circumstances in which section 21_1_ of the
Financial Services and Markets Act 2000, as amended does not apply.
No prospectus will be made available in connection with the matters
contained in this current report and no such prospectus is required _in
accordance with the Prospectus Regulation_ to be published. This current
report and the terms and conditions set out herein are for information
purposes only and are directed only at persons who are: _a_ persons in
Member States of the European Economic Area who are qualified investors
_within the meaning of article 2_e_ of the Prospectus Regulation
_"Qualified Investors"_; and _b_ in the United Kingdom, Qualified
Investors who are persons who _i_ have professional experience in
matters relating to investments falling within the definition of
"investment professionals" in article 19_5_ of the Financial Services
and Markets Act 2000 _Financial Promotion_ Order 2005, as amended _the
"Order"_; _ii_ are persons falling within article 49_2__a_ to _d_ _"high
net worth companies, unincorporated associations, etc."_ of the Order;
or _iii_ are persons to whom it may otherwise be lawfully communicated
_all such persons together being referred to as "relevant persons"_.
This current report and the terms and conditions set out herein must not
be acted on or relied on by persons who are not relevant persons.
Persons distributing this current report must satisfy themselves that it
is lawful to do so. Any investment or investment activity to which this
current report and the terms and conditions set out herein relates is
available only to relevant persons and will be engaged in only with
relevant persons.
This current report has been issued by, and is the sole responsibility
of, the Company. No representation or warranty, express or implied, is
or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by the manager of the offering of the
New Shares _the "Manager"_, or by any of its or its respective
affiliates or agents as to or in relation to, the accuracy or
completeness of this current report or any other written or oral
information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly
disclaimed.
The Manager is acting solely for the Company and no one else in
connection with the offering, subscription and/or sale of the New Shares
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for
providing advice in relation to the offering, subscription and/or
purchase of the New Shares and/or any other matter referred to in this
current report. Apart from the responsibilities and liabilities, if any,
which may be imposed on the Manager by the applicable regulatory regime,
neither the Manager nor any of its respective affiliates accepts any
responsibility whatsoever for the contents of the information contained
in this current report or for any other statement made or purported to
be made by or on behalf of the Manager or any of its respective
affiliates in connection with the Company, the New Shares or their
offering, subscription and/or sale. The Manager and each of its
respective affiliates accordingly disclaim all and any responsibility
and liability whatsoever, whether arising in tort, contract or otherwise
_save as referred to above_ in respect of any statements or other
information contained in this current report and no representation or
warranty, express or implied, is made by the Manager or any of its
respective affiliates as to the accuracy, completeness or sufficiency of
the information contained in this current report. The Manager may
participate in the Offering on commercial terms.
The distribution of this current report and/or the offering,
subscription and/or sale of the New Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company, the
Manager or any of its respective affiliates that would, or which is
intended to, permit an offering of the New Shares in any jurisdiction or
result in the possession or distribution of this current report or any
other offering or publicity material relating to the New Shares in any
jurisdiction where action for that purpose is required.
Persons distributing any part of this current report must satisfy
themselves that it is lawful to do so. Persons _including, without
limitation, nominees and trustees_ who have a contractual or other legal
obligation to forward a copy of this current report should seek
appropriate advice before taking any such action. Persons into whose
possession this current report comes are required by the Company and the
Manager to inform themselves about, and to observe, such restrictions.
This current report contains _or may contain_ certain forward-looking
statements with respect to certain of the Company's current expectations
and projections about future events. These statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan",
"estimate", "expect" and words of similar meaning, reflect the Company's
Management Board's beliefs and expectations and involve a number of
risks, uncertainties and assumptions which may occur in the future, are
beyond the Company's control and could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement.
Statements contained in this current report regarding past trends or
activities should not be taken as a representation that such trends or
activities 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 does not assume any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained in it, nor do they intend to. You
should not place undue reliance on forward-looking statements, which
speak only as of the date of this current report. No statement in this
current report is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the current or
future financial years will necessarily match or exceed the historical
or published earnings of the Company. As a result of these risks,
uncertainties and assumptions, the recipient should not place undue
reliance on these forward-looking statements as a prediction of actual
results or otherwise.
This current report does not identify or suggest, or purport to identify
or suggest, the risks _direct or indirect_ that may be associated with
an investment in the New Shares. Any investment decision to subscribe
for or acquire the New Shares in the offering, subscription and/or sale
of such shares must be made solely on the basis of publicly available
information, which has not been independently verified by the Manager.
The information in this current report may not be forwarded or
distributed to any other person and may not be reproduced in any manner
whatsoever. Any forwarding, distribution, reproduction or disclosure of
this information in whole or in part is unauthorized. Failure to comply
with this directive may result in a violation of the Securities Act or
the applicable laws of other jurisdictions.
This current report does not constitute an invitation to underwrite,
subscribe for or otherwise acquire or dispose of any securities in any
jurisdiction. This current report does not constitute a recommendation
concerning any investor's option with respect to the offering,
subscription and/or purchase of the New Shares. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
current report and publicly available information. The price and value
of securities can go down as well as up. Past performance is not a guide
to future performance.
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RB-W: Rejestracja podwyższenia kapitału zakładowego oraz zmiany statutu Spółki
