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CI Games S.A. — Share Issue/Capital Change 2026
Mar 26, 2026
5562_rns_2026-03-26_e6420dd6-00d1-49d1-95cd-2544704c4200.html
Share Issue/Capital Change
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Report Content Current report 16/2026
Date of preparation:26 March 2026
Subject:Conclusion of agreements for the subscription of sharesand payment for series M ordinary bearer shares of the Company.
Legal basis:Art. 17(1) MAR - confidential information.
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TORESTRICTIONS AND ARE NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT,DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR INPART, IN THE TERRITORY OF THE UNITED STATES OF AMERICA, AUSTRALIA,CANADA, SOUTH AFRICA, JAPAN OR OF OTHER COUNTRIES WHERE SUCHPUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION WOULD BEUNLAWFUL. FURTHERMORE, THIS CURRENT REPORT IS FOR INFORMATION PURPOSESONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.PLEASE REFER TO THE IMPORTANT INFORMATION AT THE END OF THIS CURRENTREPORT.
The Management Board of CI Games SE with its registered office in Warsaw(the "Issuer," "Company"), with reference to current report No. 13/2026of 18 March 2026 (the "ABB Commencement Report") issued by the Companyand in connection with CI Games SE Management Board resolution of 18March 2026 on increasing the Company's share capital within the limitsof the authorized capital by issuing new series M ordinary bearer shares("Series M Shares") through a private placement, through a publicoffering, depriving the existing shareholders of the Company of allpreemptive rights in relation to all series M, determining the method ofsetting the issue price of series M shares, applying for the admissionand introduction of series M shares to trading on the regulated marketoperated by the Warsaw Stock Exchange, establishing the rules foroffering, conducting the book-building process, subscription, andacquisition of series M shares, adopting a model agreement for theacquisition of series M shares (subscription agreement for series Mshares), consent to the conclusion by CI Games SE of a placementagreement for the purposes of the offering and subscription of series Mshares, and amendments to the Company's Statute ("Issuance Resolution")and with reference to current report No. 14/2026 of 18 March 2026 (the"ABB Completion Report") and resolution of the management board of theCompany on determining the issue price and final number of series Mshares issued by the Company in connection with the increase in sharecapital within the authorized capital, concluding a price supplement tothe placement agreement, and adopting a preliminary list of subscribers,hereby announces that, as a result of the accelerated book-buildingprocess, the Company has concluded agreements with selected investorsfor the subscription of (subscription agreements) 28.000.000 Series MShares. The issue price per Series M Share was PLN 2.50 (two zlotys andfifty groszy), and the total value of the Series M Shares, understood asthe product of the final number of Series M Shares and the issue price,was PLN 70,000,000 (seventy million zlotys). The required cashcontributions to cover all subscribed Series M Shares were made in full.
IPOPEMA Securities S.A. and Dom Maklerski INC S.A. acted as managers andjoint bookrunners in connection with the Offering and subscription forSeries M Shares (the "Managers"). IPOPEMA Securities S.A. also acts asthe settlement agent.
LEGAL DISCLAIMER
This current report has been prepared in accordance with therequirements of Article 17(1) of Regulation (EU) No 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC, and Article 56(1)(2) of the Actof July 29, 2005, on Public Offering, Conditions Governing theIntroduction of Financial Instruments to Organized Trading, and PublicCompanies.
This current report is for informational purposes only and constitutesthe fulfillment of the disclosure obligations to which the Company issubject as a public company whose shares are admitted to and traded onthe regulated market operated by the WSE and (i) is not made availablefor the purpose of promoting, directly or indirectly, the acquisition orsubscription of the Company's securities or encouraging, directly orindirectly, their acquisition or subscription, and (ii) does notconstitute advertising or promotional material prepared or published bythe Company for the purpose of promoting the Company's securities, theirsubscription, purchase or offer, or for the purpose of encouraginginvestors, directly or indirectly, to acquire or subscribe for suchsecurities.
This current report is not an advertisement within the meaning ofArticle 22 of Regulation (EU) 2017/1129 of the European Parliament andof the Council of June 14, 2017, on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC.
This current report and the information contained herein are notintended for publication, announcement or distribution, directly orindirectly, in the territory of or to the United States of America,Australia, Canada, Japan, South Africa or in other countries where thepublic dissemination of the information contained in this current reportmay be subject to restrictions or prohibited by law. The securitiesreferred to in this current report have not been and will not beregistered 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 UnitedStates of America, except in transactions not subject to theregistration requirements of the U.S. Securities Act or pursuant to anexemption from such registration requirements. This current report doesnot constitute an invitation to underwrite, subscribe for, or otherwiseacquire or sell any securities in any jurisdiction.
This current report and the terms described herein may not form thebasis for any action by persons other than Eligible Investors orInvestors (as defined in the Issuance Resolution). Any investments orinvestment activities referred to in this current report and the termsand conditions described therein are only relevant to Eligible Investorsor Investors. The Managers, apart from any obligations and liabilitiesthat may be imposed on the Managers under applicable law, its affiliatesor representatives do not and will not assume any responsibility andmake no representations or warranties, express or implied, as to theaccuracy or completeness of this current report.
In particular, the Managers shall not be liable to anyone other than theCompany in the context of providing protection to their clients orproviding advice on the Series M Share offering to entities other thanthe Company.
The distribution of information about the Series M Shares offering,including this current report, may be restricted by law in certainjurisdictions. Neither the Company nor its affiliates have taken anyaction that could or is intended to enable the Series M Shares offeringto be conducted in any jurisdiction, or to cause any offer oradvertising material relating to the Series M Shares, including thiscurrent report, to be held or distributed in any jurisdiction whereaction is required for that purpose.
This current report does not identify or suggest, nor is it intended toidentify or suggest, the risks (direct or indirect) that may beassociated with an investment in Series M Shares. Any investmentdecisions regarding the subscription or purchase of Series M Shares inthe offering of such shares must be made solely on the basis of publiclyavailable information that has not been independently verified by theManagers.
This current report does not constitute a recommendation regarding aninvestor's decision concerning the offer of Series M Shares. Eachinvestor or potential investor should conduct their own research,analysis, and evaluation of publicly available information, includingthat described in this current report.