This document is for advertising purposes only and should in no circumstances be used as a basis to make decisions on purchasing or subscribing for securities of PCF Group S.A. with its registered office in Warsaw (the “Company”).
This announcement relates to (i) the public offering of the Company’s shares (the “Offered Shares”) in the territory of Poland (the “Offer”) and (ii) the seeking of admission and introduction of the Company’s securities, including the Offered Shares to trading on the regulated market (main market) operated by the Warsaw Stock Exchange (the “Admission”). This document is an advertisement within the meaning of the 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 (the “Prospectus Regulation”) and Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301. This announcement is not a prospectus or any other offering document within the meaning of the law including Prospectus Regulation and the act of 29 July 2005 on public offerings and conditions for the introduction of financial instruments to organized trading, and on public companies.
On 25 November 2020 the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) approved the prospectus (the “Prospectus”) that has been prepared in relation to the Offer and the Admission. The Prospectus, constitutes, together with all duly approved and published supplements and published updating announcements, as well as with information on the final price of the Offer Shares for particular categories of investors and the final number of the offer shares to be offered in the Offer, as well as information on the final number and categories of the Offer Shares to be offered to particular categories of investors (once prepared and published) the only legally binding document containing information on the Company, the Offer and Admission. The Prospectus has been published and is available on the Company’s web site (www.peoplecanfly.com) and additionally, for information purposes only, on the web site of the Global Coordinator – Trigon Dom Maklerski S.A. with its registered office in Kraków (www.trigon.pl). The Prospectus is the only legally binding offering document containing details regarding the Company, Company’s shares (including Offered Shares) and the Offering for the purposes of the Offering and the Admission.
Any subscriptions for the Offered Shares under the Offer should be made solely based on the information contained in the Prospectus.
The approval of the Prospectus by the Polish Financial Supervision Authority should not be construed as its endorsement of the securities offered in the Offer or subject to the Admission. Potential investors should carefully analyze the whole Prospectus, in particular the risks connected with the investment in shares included in the “Risk factors” section of the Prospectus and the terms of the Offering. Any investment decisions pertaining to the securities of the Company should be made only after analyzing the whole Prospectus together with all duly approved and published supplements and published updating announcements, as well as with information on the final price of the offer shares for particular categories of investors and the final number of the offer shares to be offered in the Offer, as well as information on the final number and categories of the offer shares to be offered to particular categories of investors (once prepared and published).
Providing investment, legal, tax or financial advice is not the purpose of this announcement. Data contained herein is valid as at the date of its publication and consequently may become obsolete due to variety of reasons. Since this announcement is an advertisement you should not rely on its completeness. None of the data contained herein should in themselves be the basis of any investment decisions.
This announcement is not a disclosure recommending or suggesting an investment strategy, in particular it is not an investment recommendation within the meaning 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 the Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest.
This announcement does not constitute an offer or invitation to subscribe for or acquire any securities of the Company in the United States, Australia, Canada, Japan or in any other jurisdiction where to do so would constitute a violation of the relevant laws or require registration.
THIS DOCUMENT IS NOT FOR DISTRIBUTION, ANNOUNCEMENT OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE ANY REGISTRATION, APPLICATION OR OBTAINING A PERMIT IN SUCH JURISDICTION.
Securities cannot be sold in the United States if they were not registered with the United States Securities and Exchange Commission or are not exempt from the registration obligation pursuant to the applicable provisions of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities referred to herein have not been and will not be registered under the U.S. Securities Act or by any authority regulating the trading in securities of any state or under the jurisdiction of the United States and cannot be offered, sold, encumbered or transferred in other way in the territory of the United States.
Neither the Prospectus nor the securities of the Company covered thereby have been or will be subject to registration, approval or notification in any country other than the Republic of Poland and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of other member states of the European Union, United States of America, Australia, Canada and Japan). Any investor that resides in or has its registered office outside the Republic of Poland should review the relevant regulations of Polish law as well as the regulations of other countries that may apply thereto in connection with their participation in the Offering.
This communication must not be published or otherwise transmitted, distributed or sent, directly or indirectly, in whole or in part, in or into the territory of the United States of America or among U.S. persons (as defined in Regulation S under the US Securities Act), or in or into the territory of Australia, Canada or Japan, or any other jurisdiction where the distribution of this communication would violate any applicable laws or regulations, or require any registration or license therein. A failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.
This announcement may contain forward-looking statements. The forward-looking statements rely on many assumptions concerning the current and future activities of the Company or its group (the “Group”) and their present and future environment. These assumptions concern, in particular, the Company’s or Group’s ability to successfully implement its strategy, the expected profitability, growth rate and developments in the Company’s industry. The forward-looking statements are based on an evaluation of the Company today and, naturally, on the circumstances that will occur in the future. As such, they depend on a number of known and unknown issues related to various risks that are beyond Company’s control. This means that some material risks may cause the actual future developments to deviate significantly from the forward-looking statements, and thus cause the Company’s or Group’s actual performance, financial condition or prospects to significantly deviate from those described in or implied by the forward-looking statements, or the Company’s and Group’s historical performance and achievements.
The Company, the Company shareholders selling shares in the Offer (the “Offerors”) and Trigon Dom Maklerski S.A., each with its respective affiliates, explicitly renounce any obligations or liability to update, verify or adjust any forward-looking statements that may be included in this announcement, whether with respect to the availability of new information or to the occurrence of future events, or otherwise.
Neither Trigon Dom Maklerski S.A. nor any of the Offerors, their directors, members of corporate bodies, employees, advisors or proxies, assume any liability or make explicitly or by implication any statements or representations concerning the accuracy, fairness or completeness of the information provided in this document (or concerning any omissions of information from this document), or any other information concerning the Company, its subsidiaries or affiliates, whether oral, visual, written or electronic, however transmitted or divulged, or for any losses resulting from reliance on this communication or its content, or occurring in relation to this communication or its content.
The acquisition of the securities referred to in this communication may expose the investor to a significant risk of forfeiting the invested amount. All persons contemplating such an investment should consult a professional investment advisor. This announcement is not a recommendation concerning the Offer The value of the shares may be increased or decreased. A potential investor should seek professional investment advise whether this Offer is appropriate for its needs.