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CZG - Česká Zbrojovka Group SE

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CZG - Česká Zbrojovka Group SE CZG - Česká zbrojovka Group SE (incorporated as a European Company (Societas Europaea) in the Czech Republic) Offering of up to 12,985,502 Shares Offer Price Range: CZK 290 to CZK 370 per Offer Share THIS DOCUMENT IS A PROSPECTUS (the "Prospectus") which has been prepared for (a) an offering (the "Offering") of (i) up to 6,911,638 ordinary registered book-entry shares to be issued by CZG - Česká zbrojovka Group SE (the "Company"), established and existing under the laws of the Czech Republic, having its registered office at Opletalova 1284/37, Nové Město, 110 00 Prague 1, Czech Republic, identification number ("Id. No." ) 29151961, legal entity identifier: ("LEI"): 315700O990GR61YDGF96, registered with the Commercial Register maintained by the Municipal Court in Prague, File No. H 962, with a nominal value of CZK 0.1 each (the "New Shares") and (ii) up to 4,859,091 and at least 2,024,621 existing ordinary registered book-entry shares of the Company, each with a nominal value of CZK 0.1 and fully paid up (the "Existing Offer Shares"), from the holdings of Česká zbrojovka Partners SE, having its registered office at Opletalova 1284/37, Nové Město, 110 00 Prague 1, Czech Republic, Id. No. 05851777, LEI: 3157003YXPXM8ML04Q29, registered with the Commercial Register maintained by the Municipal Court in Prague, File No. H 1879 (the "Selling Shareholder") and, in addition, (iii) up to 1,214,773 existing ordinary registered book-entry shares of the Company, each with a nominal value of CZK 0.1 and fully paid up, from the holdings of the Selling Shareholder (the "Over-Allotment Shares", and together with the New Shares and the Existing Offer Shares, the "Offer Shares"); and (b) an application for the admission of the New Shares to trading on the Prime Market operated by Burza cenných papírů Praha, a.s., established and existing under the laws of the Czech Republic, having its registered office at Rybná 14/682, 110 00 Prague 1, Czech Republic, Id. No. 471 15 629, registered with the Commercial Register maintained by the Municipal Court in Prague, File No. B 1773, (the "PSE" or the "Prague Stock Exchange"), (the "Admission"). The New Shares, if and when issued, will be fully fungible with all ordinary registered book-entry shares issued by the Company comprising 100% of the registered share capital of the Company as of the date hereof (the "Existing Shares") (together with the New Shares, the "Shares") and rank pari passu in all respects. In addition, the Selling Shareholder has granted to Société Générale (as stabilizing manager in respect of the Shares on behalf of the Joint Bookrunners (as defined below)) (the "Stabilizing Manager") an option exercisable within 30 days after the disclosure of the Offer Price (as defined below) and commencement of trading in the Shares on the Prime Market, to purchase up to 15% of the number of Existing Offer Shares and New Shares at the relevant Offer Price, solely to cover over-allotments, if any, in connection with the Offering. The Offering consists of: (i) a public offering of the Offer Shares in the Czech Republic, (ii) private placements of the Offer Shares in certain other jurisdictions, in each case in accordance with securities laws and other rules applicable in the relevant jurisdictions, including: (x) a private placement in the United States of America (the "United States" or the "U.S.") to persons reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in, and in reliance on, Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state and other securities laws of the United States; and (y) a private placement to institutional buyers outside the United States, where all offers and sales will be made in compliance with Regulation S under the U.S. Securities Act ("Regulation S"). The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the U.S. Securities Act) except to certain qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and to certain persons in offshore transaction in reliance on Regulation S under the U.S. Securities Act. Prospective purchasers are hereby notified that sellers of the Offer Shares may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. There will be no public offering of the Offer Shares in any jurisdiction outside of the Czech Republic. The Offering does not constitute an offer to sell, or solicitation of an offer to buy, the Offer Shares in any jurisdiction in which such offer or solicitation would be unlawful. For a description of these and certain further restrictions on offers, sales and transfers of the Offer Shares and the distribution of this Prospectus, see "Important Information about the Offering", "Plan of Distribution" and "Transfer Restrictions". Investing in the Offer Shares involves a high degree of risk. Prospective investors should read and consider the entire Prospectus and, in particular, "Risk Factors" prior to making an investment in the Shares. The Prospectus has been prepared pursuant to Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the "Prospectus Regulation"), and Commission Delegated Regulation (EU) 2019/980 supplementing the Prospectus Regulation (the "Delegated Regulation"). The Prospectus has been approved by the Czech National Bank (the "CNB") as the competent authority under the Prospectus Regulation, decision reference number 2020/117901/570, file. no. S-Sp-2020/00052/CNB/572 dated 21 September 2020, which became final and effective on 22 September 2020. The CNB only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and its approval should not be considered as an endorsement of the shares in the issuer that are the subject of this Prospectus or the issuer's profitability. Potential investors should make their own assessment as to the suitability of investing in the Shares. The Existing Offer Shares were admitted to trading on the Prime Market as a regulated market operated by the PSE on 1 June 2020. The Existing Offer Shares are listed under the ticker symbol CZG. The Company expects that the Admission of the New Shares to trading on the Prime Market of the PSE will take place on or around 7 October 2020, under the ticker symbol CZG. However, no assurance can be made that the application for the Admission will be approved. The Company expects that investors will be able to start trading in the Shares on the Prime Market of the PSE on or around 2 October 2020. This Prospectus is valid for 12 months from the date on which its approval by the CNB became final and effective. The validity of the Prospectus will expire on 21 September 2021. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Prospectus is no longer valid and applies only until the closing of the Offer Period (as defined below) or the time of the Admission, whichever occurs later. Subject to the satisfaction of certain conditions as set out in the Underwriting Agreement (as defined below), including the execution of a pricing agreement and publication of the Pricing Supplement (as defined below), the New Shares are offered by the Company, the Existing Offer Shares and the Over-Allotment Shares are offered by the Selling Shareholder. The Offering is coordinated by: Česká spořitelna, a.s., LEI: 9KOGW2C2FCIOJQ7FF485 ("Česká spořitelna"); Komerční banka a.s., LEI: IYKCAVNFR8QGF00HV840 ("Komerční banka"); and Société Générale, LEI: O2RNE8IBXP4R0TD8PU41 ("Société Générale"), (each a "Joint Global Coordinator" and together the "Joint Global Coordinators") and WOOD & Company Financial Services, a.s., LEI: 549300UYJKOXE3HB8L79 ("WOOD & Company" and together with the Joint Global Coordinators, each a "Joint Bookrunner" and together the "Joint Bookrunners"). The Offer Shares are offered severally, and not jointly, by the Joint Bookrunners, subject to receipt and acceptance by them of, and their right to reject, any order in whole or in part. The period during which investors may submit purchase orders for the Offer Shares, commences on 22 September 2020 and is expected to end on 1 October 2020, at 16:00 CET (Central European Time) (the "Offer Period") for Retail Investors (as defined below) and 17:00 CET for Institutional Investors. The Company and the Selling Shareholder set the offer price range per Offer Share from CZK 290 to CZK 370 (the "Offer Price Range"). The offer price per Offer Share (the "Offer Price") may be set within the Offer Price Range. The Offer Price for the Offer Shares will be determined by the Selling Shareholder and the Company after consulting the Joint Bookrunners following a book-building process. The Company expects to publish the final Offer Price and the final number of the Shares to be sold on the Company's website www.czg.cz, by electronic media, by press release and in a pricing supplement to this Prospectus (the "Pricing Supplement") on or around 1 October 2020 (the "Pricing Date"). The Shares are registered with the Central Securities Depository, established and existing under laws of the Czech Republic, having its registered office at Rybná 682/14, 110 00 Prague 1, Czech Republic, Id.
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