CZECHOSLOVAK GROUP a.s., Announces Offering of Dual Tranche (USD and EUR) Senior Secured Notes due 2031

Finance
ANNOUNCEMENT: This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended and superseded) (the "Prospectus Regulation").

CZECHOSLOVAK GROUP a.s., Announces Offering of Dual Tranche Senior Secured Notes due 2031

(Prague, Czech Republic) 23 June 2025CZECHOSLOVAK GROUP a.s. (the "Company"), a leading defense, industrial and technology group based in Prague, Czech Republic with a core focus on defense, small caliber ammunition, and aerospace, announced today that it is launching an offering of a minimum of (i) $500 million aggregate principal amount of fixed rate senior secured notes due 2031 and (ii) €350 million aggregate principal amount of fixed rate senior secured notes due 2031(together, the "Notes"). The Notes will be senior secured obligations of the Company and will be guaranteed by certain of the Company's subsidiaries. Interest will be payable semi-annually. The interest rate, offering price and principal amount of the Notes along with certain other terms will be determined at the time of pricing of the offering, subject to market conditions. The net proceeds of the offering will be used to redeem the Company's existing $775 million senior secured floating rate notes in full, for general corporate purposes and to pay certain related fees and expenses. The Notes will rank (i) pari pasu in right of payment with any of the Company's existing and future indebtedness and other obligations that are not expressly subordinated in right of payment to the Notes, (ii) senior in right of payment to any of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the Notes, (ii) effectively senior to any existing and future indebtedness of the Company that is unsecured to the extent of the value of the collateral securing the Notes and be (i) effectively subordinated to (a) any existing or future indebtedness under certain asset-backed loan facilities ("ABL Facilities") of certain of its U.S. subsidiaries which are secured by liens on the related priority collateral under the ABL Facilities on a basis senior to the Notes and (b) any existing and future indebtedness or obligation (including obligations of trade creditors) of the Company and its subsidiaries that is secured by property or assets that do not secured the Notes, to the extent of the value of such property or assets securing such indebtedness or obligations (including security interests over certain real property that do not secure the Notes) and (ii) structurally subordinated to any existing and future indebtedness or obligation (including obligations to trade creditors) of the Company's subsidiaries that do not guarantee the Notes.

There can be no assurance that the offering will be completed.

Recent Developments

Our performance in the two months ended May 31, 2025 continued to build on the momentum gained during the first quarter of 2025. Based on unaudited preliminary management accounts, the Company estimates that its revenue, Operating EBITDA and Operating EBITDA margin for the five months ended May 31, 2025 equaled €2,315.8 million, €631.8 million and 27.3%, respectively. In addition, based on unaudited preliminary management accounts, management estimates our revenue, Operating EBITDA and Operating EBITDA margin for the last twelve months ended May 31, 2025 on a pro forma basis for the Kinetic Group Acquisition ended May 31, 2025 equaled €5,799.6 million, €1,563.0 million and 27.0%, respectively.

The preliminary financial results presented above are derived from our accounting records and internal management accounts and have not been prepared on the same basis as our Financial Statements or in accordance with IFRS. This information has not been audited, reviewed or compiled, nor have any procedures been performed by our independent auditors with respect thereto. Accordingly, you should not place undue reliance on it, and no opinion or any other form of assurance is provided with respect thereto. Our preliminary financial results are based upon a number of assumptions and judgments that are subject to inherent uncertainties and are subject to change and are not intended to be a comprehensive statement of our financial or operational results for the five months ended May 31, 2025, the last twelve months ended May 31, 2025 or any other period.

For Addition Information, Contact:

CZECHOSLOVAK GROUP a.s.

investors@czechoslovakgroup.com


About CZECHOSLOVAK GROUP

CZECHOSLOVAK GROUP was founded in 1995 in the Czech Republic and expanded rapidly through the successful acquisition of several businesses and manufacturing facilities in its core industries. In particular, we have 40 manufacturing facilities located primarily in Europe and the United States. We are well-positioned in a large and growing market for both defense and small caliber ammunition and sell our products to key long-term customers, ranging from government bodies, including ministries of defense, to leading companies in our target industries, including wholesalers and retailers in over 70 countries worldwide. Since our founding, we have remained a family-led business.


DISCLAIMER

These written materials are not for release, publication or distribution, directly or indirectly, in whole or in part, in or into THE UNITED STATES, THE UNITED KINGDOM, CANADA HONG KONG, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS PRESS RELEASE. The information contained herein does not constitute an offer of securities for sale in the United States, united kingdom, Czech Republic or the european economic area.

The offering is being made by means of an offering memorandum. This press release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. The Notes will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only to: (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (ii) persons who are not U.S. persons outside the United States in compliance with Regulation S under the Securities Act.

This communication is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA") by a person authorized under the FSMA. Accordingly, this communication is only being distributed to and is only directed at persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons").Accordingly, by accepting this communication, the recipient warrants and acknowledges that it is such a Relevant Person. This communication is directed only at Relevant Persons and must not be acted or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not take any action based upon this communication and should not rely on it.

Prohibition of sales to EEA retail investors: If offered, the securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a "retail client" as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Prohibition of sales to UK retail investors: If offered, the securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of assimilated Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. No key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

This announcement contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Group. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Group nor any other person accepts any responsibility for the accuracy of the opinions expressed in this announcement or the underlying assumptions. Moreover, it should be noted that all forward looking statements only speak as of the date of this announcement and that the Group, without prejudice to its obligations under applicable law in relation to disclosure and ongoing information, does not assume any obligations to update any forward-looking statements.

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