This document may not be published, transmitted or distributed, directly or indirectly, in the territories of the USA, South Africa, Canada, Australia or Japan. This document does not constitute an offer of securities, or an offer or invitation to purchase or subscribe for any securities in the United States or any other country. Transferable securities may not be offered or sold in the United States except after registration pursuant to the 1933 U.S. Securities Act as amended, or under an exemption from this required registration. The PRODWAYS GROUP securities mentioned in this document have not been and will not be registered under the U.S. Securities Act, and no public offering of its securities will be made by PRODWAYS GROUP in the United States.
PRODWAYS GROUP (hereinafter "PRODWAYS"), a specialist in industrial and professional 3D printing, announces that it filed its Base Document with the French Financial Markets Authority (AMF) under the number I.17-008 on 23 March 2017.
The filing of the Base Document constitutes the first stage in PRODWAYS GROUP's planned IPO on the Euronext Paris exchange, subject to market conditions and the AMF's approval of the prospectus relating to this operation.
- At the heart of the industrial revolution 4.0...
Today, the industrial 3D printing (additive manufacturing) market is experiencing particularly rapid growth in numerous sectors for the manufacturing of polymer (plastic), metal or ceramic items.
Already used for many years to produce prototypes, this technology is increasingly becoming established for production runs of parts (rapid manufacturing). 25% to 30% productivity gains1 and cost savings make this technology unavoidable in sectors such as aeronautics and healthcare.
This trend is expected to accelerate strongly in coming years with the constant progress in this technology. The industrial 3D printing market should experience exponential growth to reach almost $25 billion by 2021, or an average annual growth rate of 31% over the 2015-2021 period2.
2016 has already marked a major turning point for this market with significant investments in the sector by major industrial players such as General Electric and Michelin.
- PRODWAYS, a specialist in 3D manufacturing runs, with a unique positioning as an integrated actor in Europe
Developed within Groupe Gorgé since 2013, within 3 years, PRODWAYS has become a specialist in 3D printing for professionals and industrialists. In only a few years, PRODWAYS GROUP has been able to position itself in a unique way in the European market, by mastering the entire 3D printing value chain in sectors which seem to be the most promising, including two identified as priorities (aeronautics and healthcare). The Company provides industrial solutions from the manufacturing of machines and the associated innovative materials (liquid resins and powder) within its SYSTEMS division, to the design of parts on demand (prototypes and small production runs for plastic and metal) within its PRODUCTS division.
This unique integrated model in Europe enables PRODWAYS to anticipate future applications and offer its customers a complete, high value added technological solution.
Within its SYSTEMS division, the Group can rely on a revolutionary and proprietary technology, MOVINGLight® - the result of over 20 years of innovation - offering very competitive advantages in terms of precision and speed of manufacturing. Since its origin, PRODWAYS has sold 76 3D printers to 62 customers, including more than half in the US and Germany. At the same time, the Company has entered the powder sintering market with a range of machines to target larger markets.
With its PRODUCTS division, PRODWAYS is today one of the largest European producers of parts on demand, with 30 multi-technology 3D printers. In 2016, the Group met the demands of over 1,200 customers and produced over 1 million parts.
PRODWAYS also launched in 2016, within its PRODUCTS division, the manufacturing of items developed in-house in the dental sector (dental impression and gutters with its subsidiary Cristal Lab) and orthopaedic sector (orthopaedic soles with ScientiFeet). These parts are sold directly to healthcare professionals. This vertical strategy enables maximum value to be captured in markets where 3D printing technology will become essential.
- SOLID AMBITIONS FOR SUSTAINED REVENUE GROWTH AND TWO DIGIT EBITDA BY 2019
PRODWAYS Group relies on a solid business model based on considerable repeat business. Within the SYSTEMS division, the sale of machines also generally involves the sale of materials and services, which are, by nature recurrent (almost 70% of revenue generated over the machine's life cycle3). The PRODUCTS division benefits from the loyalty of its customers, who subcontract parts manufacturing.
PRODWAYS has experienced very rapid growth, based on both organic growth and acquisitions. Revenue went from €0.1 million in 2013 to €25.2 million in 2016, including €13.1 million for the SYSTEMS division and €12.2 million for the PRODUCTS division. PRODWAYS generated 58% of its revenue in international markets in 2016. The same year, the Group continued its investments in people (the workforce has grown from 1 to 248 employees in 3 years) to respond to future growth.
Excluding major acquisitions, PRODWAYS targets average annual revenue growth up to 2019 of at least 4 points over that of the market, which itself is expected to grow by 31%4 per annum over the 2015-2021 period (in average annual growth rate). This revenue growth will be accompanied by an EBITDA5 expected to reach break-even point during the fourth quarter 2017 with a two-digit EBITDA margin by 2019.
PRODWAYS' planned IPO should allow it to accelerate its R&D investments and business development, as well as to finance targeted acquisitions in the 3D printing sector.
- AVAILABILITY OF BASE DOCUMENT
PRODWAYS GROUP Base Document is available on the internet sites of the Company (www.prodways.com and www.prodways-bourse.com) and the AMF (www.amf-france.org), as well as from the Company's head office upon request and free of charge, 19, Rue du Quatre-Septembre, 75002 Paris, France.
- RISK FACTORS
PRODWAYS GROUP draws the public's attention to Chapter 4 "Risk Factors" in the Base Document filed with the AMF.
- ABOUT PRODWAYS GROUP
PRODWAYS GROUP is a specialist in industrial and professional 3D printing with a unique positioning as an integrated European player. The group has developed right across the 3D printing value chain (machines, materials, parts & services) with a high value added technological industrial solution. PRODWAYS GROUP offers a wide range of 3D printing systems and premium composite, hybrid and powder materials (SYSTEMS division). The company also manufactures and markets parts on demand, prototypes and small production run 3D printed items in plastic and metal (PRODUCTS division). The Group targets a significant number of sectors, from aeronautics to healthcare.
In 2016, the company generated revenue of €25.2 million, including 58% in international markets. Building on revolutionary and proprietary technology, MOVINGLight®, PRODWAYS GROUP today has global visibility in the industrial 3D printing sector and with leading customers.
PRODWAYS GROUP is a Groupe Gorgé company.
Further information at www.prodways-bourse.com
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This notice contains forward-looking statements. These declarations do not constitute guarantees on the future performance of PRODWAYS GROUP. This forward-looking information covers future outlooks, and the growth and commercial strategy of PRODWAYS GROUP and is based on the analysis of forecasts of future results and estimates of not yet determinable amounts. By nature, forward-looking information includes risks and uncertainties, as it relates to events and depends on circumstances that may or may not occur in the future. PRODWAYS GROUP draws your attention to the fact that the forward-looking statements may not, under any circumstances constitute a guarantee of future performance and that its real FINANCIAL position, results and cash flow, as well as the changes in the sector in which PRODWAYS GROUP operates, may differ significantly from those proposed or suggested by the forward-looking statements contained in this document. Similarly, even if PRODWAYS Group's financial situation, results, cash flow and the evolution of the sector in which PRODWAYS GROUP operates were to be in accordance with the forward-looking statements contained in this document, these results or changes may not be a reliable indicator of future results or changes of PRODWAYS GROUP. A description of events that may have a material negative impact on the business, financial situation and results of PRODWAYS GROUP or on its ability to achieve its targets is given in Chapter 4 "Risk Factors" in the Base Document.
No communications and no information in respect of the issue of shares (the "Shares") by PRODWAYS GROUP may be distributed to the public in a country in which a registration or approval obligation is required. No action has been (or will be taken) outside France, in any country whatsoever in which such action would be required. The issue or subscription of Shares may be subject to specific legal or regulatory restrictions in certain countries. PRODWAYS GROUP takes no responsibility for any violation of any such restrictions by any person whatsoever.
This document is not a prospectus in the sense of Directive 2003/71/EC of the European Parliament and Council of 4 November 2003, as amended, and particularly by Directive 2010/73/EU of the European Parliament and Council of 24 November 2010, as amended and transposed by each of the Member States of the European Economic Area (the "prospectus Directive"). The offer will be made to the public in France only after the granting of AMF approval of the Prospectus.
With regard to Member States of the European Economic Area other than France (the "Member States"), that have transposed the Prospectus Directive, no action has been (or will be) undertaken to allow an offer of shares to the public requiring the publication of a prospectus in one or other of the Member States. Consequently, Shares may be offered in Member States only: (a) to legal persons that are qualified investors as defined in the Prospectus Directive; or (b) in the other cases that do not require the publication by PRODWAYS GROUP of a prospectus in respect of Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, the notion of "Shares offered to the public" means, in each Member State any communication in any form and by any means of sufficient information about the terms and conditions of the offer and the Shares, so as to enable an investor to decide to buy or subscribe for the Shares, insofar as this same notion may have been modified in the Member State in question during its transposition of the Prospectus Directive.
This investment restriction is in addition to the other investment restrictions applicable in the Member States.
The distribution of this document has not been carried out or approved by an authorised person under the meaning of Article 21(1) of the Financial Services and Markets Act 2000. Consequently, this document is only being distributed to and is only directed at persons (i) who are outside the United Kingdom, (ii) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (iii) who fall under Article 49(2) (a) to (d) (high net worth entities, non-registered associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iv) other persons to whom this document may lawfully be communicated, as indicated in paragraphs (i), (ii), (iii) and (iv) (all such persons together being referred to as "Relevant Persons"). The securities are only intended for Relevant Persons and all invitations, offers or contracts in respect of the subscription, purchase or acquisition of shares may only be distributed to or signed with Relevant Persons. Any person who is not a Relevant Person must not use or rely on this document or any of its contents. This document is not a prospectus approved by the Financial Services Authority or by any other regulatory authority in the United Kingdom falling within Section 85 of the Financial Services and Markets Act 2000.
This document does not constitute an offer of securities, or in any way an offer or invitation to purchase or subscribe for any securities, or an offer for sale of securities in the United States. The securities mentioned in this document have not been and will not be registered under the 1933 U.S. Securities Act, as amended, and may not be offered or sold in the United States without registration or an exemption from this required registration pursuant to the U.S. Securities Act. PRODWAYS GROUP does not intend to register the offer indicated in this document or any part of this offer in the United States, nor to carry out any other public offer in the United States.
The distribution of this document in certain countries may constitute a violation of current legal provisions. The information contained in this document does not constitute an offer of securities in the United States, Canada, Australia or Japan.
This document may not be published, transmitted or distributed, directly or indirectly, in the territories of the USA, Canada, Australia or Japan.
The Shares have not been and will not be qualified for sale to the public under applicable Canadian securities laws, and accordingly, any offer or sale of the Shares in Canada will be made on a basis which is exempt from the prospectus registration requirements of such securities laws. The Shares are subject to transfer and sales restrictions in certain countries, including Canada.
1 General Electric's estimate on LEAP engine fuel injectors (at the time of manufacturing)
2 Source: Wohlers report 2016
3 Company estimate based on the experience of consumption of a few printers over the last three years and the assumption of a 5-year life cycle
4 Source: Wohlers Report 2016
5 EBITDA is not a standardised accounting aggregate that meets a unique and generally accepted definition. It should not be considered as a substitute for operating income, net income, cash flows from operating activity or as a liquidity indicator. EBITDA may be calculated differently by companies with similar or different activities. For the Company, EBITDA is operating income before depreciation and amortization, and impairment and other non-recurring items identified within operating income.