CYBERGUN: AVAILABILITY OF THE RETRANSMISSION OF THE WEBINAR CONDUCTED IN THE FRAMEWORK OF THE ISSUE OF BONDS REIMBURSABLE IN SHARES ASSOCIATED WITH SHARE SUBSCRIPTION WARRANTS WITH PREFERENTIAL SUBSCRIPTION RIGHTS FOR SHAREHOLDERS – 12/12/2022 at 20:00



ORA-BSAs and the equitization mechanism through a trust are complex products that can lead to a total capital loss and are not suitable for all categories of investors.

Before making their decision, investors are requested to read in detail all the information provided in this press release.

Do not invest if:

– you do not want to take any risk for your savings,

– you do not understand how these products work.


December 12, 2022.

On the occasion of the issue of bonds redeemable in shares (“ORA”) accompanied by share subscription warrants (“BSA”) (together the “ORA-BSA”) with maintenance of the preferential subscription right (” DPS”) of the shareholders, for a maximum gross amount of 6.81 MEUR (the “Offer”), CYBERGUN, a world player in recreational shooting, organized a webinar today.

The aim of this webinar was to answer, as far as possible and in compliance with the financial communication rules of listed companies, questions from CYBERGUN shareholders and/or subscribers to the ORA-BSA issue.

The replay of the webinar is available on the company’s website:

cybergun.com/emission-orabsa-2022

RISK FACTORS

Investors’ attention is drawn to the main risks associated with the Company and its business, which are presented in the 2021 Annual Financial Report and the 2022 Half-Year Financial Report available on the Company’s website.

The principal risks associated with the Offer and the implementation of the equitization by the Fiducie are set out below:

  • the DPS market may only offer limited liquidity and be subject to high volatility;

  • in the event of a fall in the market price of CYBERGUN’s shares, the PSRs could lose their value;

  • in the event of the issue of new shares resulting from (i) the reimbursement of the ORAs to the ORA holders who would not have transferred their ORAs to the Trust, (ii) the exercise of the Warrants initially attached to the ORAs by their holders , or (iii) the exercise of the BSA

    E

    by the Trust as part of the equitization process:

  1. shareholders will see their participation in the share capital of CYBERGUN diluted;

  2. the volatility and liquidity of CYBERGUN shares could fluctuate significantly;

  3. the sale of CYBERGUN shares on the market could have an adverse impact on the Cybergun share price;

  • the number of shares to be issued to the Trust upon exercise of the BSAs

    E

    as part of the equitization process could fluctuate significantly;

  • the proceeds from the sale of the CYBERGUN shares to be issued to the Trust upon exercise of the BSA

    E

    could prove to be insufficient to reimburse the nominal amount of the NRS having been transferred by their holders to the Fiducie or to constitute a potential capital gain;

  • the liquidity of the CYBERGUN share may not be sufficient to ensure the equitization of all of the seller’s credit and OS before the maturity of the receivables, which would result in the reimbursement in cash, by the Company, of the receivables not balanced.

WARNING

This operation does not give rise to the establishment of a prospectus subject to the approval of the AMF.

This press release constitutes a communication of a promotional nature and not a prospectus within the meaning of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of June 14, 2017.

This press release does not constitute and cannot be considered as constituting an offer to the public, an offer to purchase or subscribe or as intended to solicit the public with a view to a transaction by offering to the public. This press release does not in any way constitute an assessment of the merits of an investment in the Company. No guarantee is given as to the completeness, reality and accuracy of the information provided. The information and opinions contained in this press release as well as all the elements presented during today’s information meeting are provided as of the date of this press release and may change at any time. Some of the information contained in the press release is purely provisional and forward-looking. This information is given as of the date of the press release and no guarantee is given as to the reliability of this information, of which the Company is under no obligation to provide an update.

No communication or information relating to the Offer may be distributed to the public in a country in which a registration or authorization requirement must be met. No steps have been taken (nor will be taken) in any country (other than France) in which such steps would be required. The subscription or purchase of Company securities may be subject to specific legal or regulatory restrictions in certain countries. The Company assumes no responsibility for any violation by any person of these restrictions.

This press release does not constitute an offer to sell securities or any solicitation of an offer to buy or subscribe for securities in the United States of America. The Company’s securities may only be offered or sold in the United States of America following registration under the US Securities Act of 1933, as amended, or under an exemption from this registration requirement.

The securities of the Company will be offered or sold only outside the United States of America and within the framework of extraterritorial operations (offshore transactions), in accordance with Regulation S of the Securities Act. The Company does not intend to register the offering in whole or in part in the United States of America or to make a public offering in the United States of America. This press release may not be distributed or disseminated through an intermediary or any other person in the United States of America.

In the United Kingdom, this press release is intended solely for (i) investment professionals within the meaning of Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order” ) or (ii) persons falling within the definition of Article 49(2) (a) to (d) of the Ordinance (high equity companies, unregistered associations, etc.) or (iii) persons which an invitation or inducement to engage in investment activities (as defined in section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may lawfully be communicated ( all these persons being collectively referred to as the “Approved Persons”). This press release is intended for Relevant Persons only and may not be used by anyone other than a Relevant Person.

This press release (including any copy that may be made) may not be distributed, transmitted or brought into the United States, Canada, Australia or Japan, or distributed or redistributed to any resident of such countries. The distribution of this press release may, in certain countries, be subject to specific regulations and restrictions. Consequently, persons physically present in these countries and in which this press release is disseminated, published or distributed must be aware of these regulations and these restrictions and comply with them. Failure to comply with these regulations and restrictions may constitute a violation of applicable securities regulations.

A notice to shareholders relating to this transaction will be published on December 9, 2022 in the Bulletin des Annonces Légales et Obligatoires (BALO).

Receive all of CYBERGUN’s financial information free of charge by e-mail by subscribing to:

www.cybergun.com

About CYBERGUN:

Founded in 1986, CYBERGUN is a world expert in the design, production and distribution of ball gun replicas under exclusive licenses, both in B2B thanks to its global network and in B2C with in particular the site

evike-europe.com

. Historically positioned in the Civil and recreational segment (Airsoft, Airgun, recreational shooting), the Group has developed, since 2014, a Military division dedicated to training the armed forces and police. During the 2021 financial year, CYBERGUN achieved a turnover of 33 MEUR.

Qualified as an “Innovative Company” by Bpifrance, CYBERGUN is listed on Euronext Growth in Paris (FR0013204351 – ALCYB) and its securities are eligible for FCPIs, PEAs and PEA-PMEs.


contacts

:

NEWS finance & communication

Investor Relations: Jérôme FABREGUETTES-LEIB on +33 1 53 67 36 78

Press Relations: Déborah SCHWARTZ on +33 1 53 67 36 35

CAPITAL ASSET

Listing Sponsor: Rodolphe OSSOLA on +33 1 56 69 61 86


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