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Czg-Prospectus.Pdf CZG - Česká zbrojovka Group SE (incorporated as a European Company (Societas Europaea) in the Czech Republic) THIS DOCUMENT IS A PROSPECTUS (the "Prospectus") which has been prepared for the purpose of the admission of 29,838,000 ordinary registered book-entry shares of 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, each with a nominal value of CZK 0.1 and fully paid up, comprising the entire issued share capital of the Company as of the date of this Prospectus (the "Shares") to trading on a regulated market with listing 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"). There will be no public offering of the Shares in any jurisdiction based on this Prospectus. The Prospectus does not constitute an offer to sell, or solicitation of an offer to buy, the Shares in any jurisdiction. 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 competent authority under the Prospectus Regulation, decision reference number 2020/065578/570, file. no. S-Sp-2020/00020/CNB/572 dated 28 May 2020, which became final and effective on 30 May 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 or the Company's profitability. Application has been made by the Company to the PSE to admit the Shares to trading on a regulated market with listing on the Prime Market of the PSE. The Company expects the Admission will take place on or around 1 June 2020, under the ticker symbol CZG. However, no assurance can be made that the application for the Admission will be approved. For the purposes of the admission of the Shares to the regulated market, the Prospectus will be valid for twelve months from the date on which its approval by the CNB became final and effective. The Prospectus is valid until 28 May 2021. The Issuer is obliged to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies occurring prior to the Admission. 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. No. 250 81 489, registered with the Commercial Register maintained by the Municipal Court in Prague, File No. B 4308 (Centrální depozitář cenných papírů, a.s.) (the "CSD"). Following the Admission, the Shares will be traded on the Prime Market of the PSE in Czech crowns and settled and cleared through the CSD. i The date of this Prospectus is 28 May 2020. ii IMPORTANT INFORMATION ABOUT THIS PROSPECTUS General Notices This document comprises a Prospectus for the purposes of the Prospectus Regulation and the Delegated Regulation. The Company accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Company, having made all reasonable inquiries, confirms that this Prospectus contains all material information with respect to the Company and all its consolidated subsidiaries (together with the Company, the "Group") and the Shares (including all information which, according to the particular nature of the Company and of the Shares, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and of the rights attaching to the Shares), that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any such information of the expression of any such opinions or intentions misleading. No person has been authorized to give any information or to make any representations in connection with the Admission other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by or on behalf of the Company. The Company will update the information provided in this Prospectus by means of a supplement hereto if a significant new factor, material mistake or material inaccuracy relating to this Prospectus occurs or arises prior to Admission. The Prospectus and any supplement thereto will be subject to approval by the CNB and will be made public in accordance with the Prospectus Regulation. The contents of this Prospectus are not to be construed as legal, business or tax advice. This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company or any of its representatives that any recipient of this Prospectus should purchase the Shares. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Shares in any jurisdiction. The distribution of this Prospectus may be restricted by law in certain jurisdictions. Neither the Company nor any of its representatives are making any representation regarding that this Prospectus may be lawfully distributed in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution. No action has been taken by the Company or any of its representatives is making any representation which is intended to permit a public offering of Shares or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Shares may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus. In particular, there are restrictions on the distribution of this Prospectus in the United States and the United Kingdom. This Prospectus may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone where such disclosure would be unlawful. iii Market, economic and industry data Unless the source is otherwise stated, the market, economic and industry data in this Prospectus constitute management's estimates, using underlying data from independent third parties. The Company obtained market data and certain industry forecasts used in this Prospectus from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications, including the following studies: AP News: Gun background checks are on pace to break record in 2019; available at https://apnews.com/da575d623f5d4030a8b368e75ed634a4; Ballistic Best Magazine: CZ Scorpion EVO 3 S1: Ballistic's Best 'Pistol-Caliber Carbine', dated 21 September 2018; available at https://www.ballisticmag.com/2018/09/21/best-cz-scorpion-evo-3-s1- carbine/ ("Ballistic Best"); Bureau of Alcohol, Tobacco, Firearms and Explosives (the "ATF"): Firearms Commerce in the United States: Annual Statistical Updates 2019; available at https://www.atf.gov/firearms/docs/report/2019- firearms-commerce-report/download) ("ATF 2019 Update"); Bureau of Alcohol, Tobacco, Firearms and Explosives (the "ATF"): Firearms Commerce in the United States: Annual Statistical Updates 2018 Interim (available at https://www.atf.gov/file/137681/download) ("ATF 2018 Interim Update"); BIS Research: Global Small Arms Market (Value and Volume) (2019) ("BIS Small Arms Market Report"); Czech Top 100 ("Czech Top 100"); available at https://www.czechtop100.cz/ (accessed on 13 January 2020); European Commission (2013): Firearms in the European Union ("Firearms in the EU Report"); available at https://ec.europa.eu/commfrontoffice/publicopinion/flash/fl_383_en.pdf (accessed on 5 September 2019); Eurostat, Statistics Explained, "Labour productivity and unit labour costs, 2018" ("Eurostat Labour"); available at https://ec.europa.eu/eurostat/web/products-datasets/-/nama_10_lp_ulc.
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