Paris, 26 April 2017
This document may not be published, transmitted or distributed, directly or indirectly, in the territories of the USA, South Africa, Canada, Australia or Japan.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.
- Capital increase of €39.5 million 
- by the issuance of new shares offered for subscription,
- which may be increased to €52.3 million in the event of full exercise of the Extension Clause and the Over-allotment Option,
- of which €13.3 million of subscription commitments from BNP Paribas Développement, Bpifrance Participations, Fimalac Développement, Financière Arbevel, and Safran Corporate Ventures
- Indicative price range of the offering: €3.80 - €4.80
- Subscription period: 27 April – 10 May 2017 inclusive (11 May for global placement)
- Eligible for PEA & PEA-PME
- Degroof-Petercam, Oddo & Cie, and Portzamparc are Global Coordinators of the transaction. Oddo & Cie and Portzamparc are Joint Bookrunners of the Global Placement for institutional investors
PRODWAYS GROUP (hereinafter "PRODWAYS"), a specialist in industrial 3D printing, announces the launch of its Initial Public Offering in order to list its shares for trading on the Euronext market in Paris.
On 25 April 2017, the French Financial Markets Authority (AMF) affixed visa 17-174 to the prospectus composed of the Base Document, registered on 23 March 2017 under number
I.17-008, and a securities document (including a summary of the prospectus).
- A booming 3D printing market, the size of which is expected to grow five-fold by 2021
3D printing is increasingly used in industrial production processes (rapid manufacturing), with effects already visible at a large scale in sectors such as aeronautics and healthcare.
In the healthcare sector, all hearing aids manufactured in the United States are now made with 3D printing (the switch was made in fewer than 500 days), with traditional technology having been made obsolete. In aeronautics, 3D printing provides considerable gains in productivity, which may reduce production costs by as much as 25% to 30%, making this technology essential.
According to market analysts, the industrial 3D printing market should experience exponential growth to increase five-fold by 2021 (to nearly $25 billion or an average annual growth rate of 31% over the 2015-2021 period).
2016 has already marked a major turning point for this market with significant investments in the sector by major industrial players. Thus, General Electric has recently invested nearly $1.5 billion in 3D printing (two companies acquired in late 2016), confirming this market's strong appeal.
- PRODWAYS, the French champion of industrial 3D printing
PRODWAYS is positioned as the French specialist in industrial 3D printing. In only a few years, the subsidiary of Groupe Gorgé has developed a unique position as an integrated actor 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).
PRODWAYS offers its customers a unique and global solution with high technological added value, from the manufacturing of machines and the associated innovative materials (liquid resins and powders) within its SYSTEMS division, to the design of parts on-demand (prototypes and small production runs for polymer and metal parts) with its PRODUCTS division.
With this integrated positioning, which promotes cross-selling between divisions, the Group is at the crossroads of its customers' strategic reviews and can offer a customized solution, whether they decide to carry-out their industrial 3D printing process in-house or outsource it.
- A technological breakthrough with MOVINGLight®, proprietary technology (SYSTEMS Division)
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. This photopolymerisation process is used to manufacture prototypes and functional parts with very high resolution at high speeds. PRODWAYS' breakthrough technology relies on the use of a mobile DLP® (Digital Light Processing) projector, allowing great productivity and high resolution.
With 76 machines sold at the end of 2016 to 62 customers, of which more than half in the US and Germany, PRODWAYS is one of the leading European producers of B2B 3D printers. This approach of the production machines market stands apart from that of historical players that developed their machines initially for rapid prototyping. The company offers three lines of 3D printing systems:
- MOVINGLight® L series: a range of 3D printers using liquid light-sensitive resins, designed for high productivity with greater precision. The main applications are on the aeronautics, healthcare, metal casting, injection, jewellery, and other markets;
- MOVINGLight® V series: a line of products using DLP® MOVINGLight® proprietary technology for the industrial production of ceramic parts (biomedical applications like bone substitutes, dentistry, and aeronautics);
- Plastic Laser Sintering: a line of selective laser sintering products resulting from the acquisition of NORGE SYSTEMS, PRODWAYS in-house R&D, and the technology partnership with HUNAN FARSOON, designed for industrial rapid prototyping and production runs. This technology is also used by a broad range of industries.
- One of the largest European producers of parts on demand (PRODUCTS Division)
In 2016, the PRODUCTS Division produced over 1 million parts. PRODWAYS relies on its 30
3D printers using all of the customary technologies and materials, and has a portfolio of nearly 2,000 customers.
Within this PRODUCTS division, PRODWAYS has launched an offer to sell 3D printed manufactured parts in the dental sector (dental models, surgical guides, and gutters with its subsidiary Cristal Lab) and orthopaedic sector (orthopaedic soles with ScientiFeet), directly to healthcare professionals.
- A virtuous business model
PRODWAYS is already well into its growth phase. Revenue increased from €0.1 million 2013 to €25.2 million in 2016, of which €13.1 million for the SYSTEMS division and €12.2 million for the PRODUCTS division. In addition, PRODWAYS generated 58% of its revenues outside of France in 2016. The group continued its investments in people (the workforce has grown from 1 to 248 employees in three years) to prepare future growth.
The group's business model is based on considerable repeat business. Thus, within the SYSTEMS division, the sale of machines also generally involves the sale of materials and services, which are by nature recurrent and make up almost 70% of revenues generated over the machine's life cycle. The PRODUCTS division benefits from the loyalty of its customers, who subcontract parts manufacturing.
- An IPO to accelerate the development plan
Today, PRODWAYS has everything it needs to pursue its growth trajectory. Excluding major acquisitions, PRODWAYS targets average annual revenue growth up to 2019 of at least 4 points above that of the market, which itself is expected to grow by 31% per annum over the 2015-2021 period (average annual growth rate). The break-even point is close, with the company already sized to absorb a significant share of expected growth. Prodways is thus aiming to generate an EBITDA at break-even point during the fourth quarter of 2017 with a two-digit EBITDA margin by 2019.
To accompany its ambitious project, the group is launching its IPO on the Euronext market in Paris.
The fundraising will be allocated as follows:
- ~15% to financing needs related to expected business development;
- ~25% to accelerate R&D investments;
- ~60% to finance targeted acquisitions in the 3D printing sector.
- Supporting leading industrial and financial partners
PRODWAYS has received significant support from top-tier industrial and financial investors in the context of the transaction. In April 2017, BNP Paribas Développement, Fimalac Développement, and Safran Corporate Ventures have subscribed for convertible bonds in the Company totalling €17.7 million (€10 million of which are offset against convertible bonds subscribed by Fimalac Développement in 2015) which will be reimbursed in PRODWAYS GROUP shares on the date of the initial public offering.
Moreover, BNP Paribas Développement, Fimalac Développement, and Safran Corporate Ventures are investing €3.8 million in the IPO. Together with Bpifrance Participations and Financière Arbevel commitments, total subscription commitments amount to €13.3 million.
Simultaneous with its investment, Safran, a tier one OEM in Aeronautics, Space, Defence, and Security, has signed an industrial and technological partnership with PRODWAYS. Safran is at the forefront of 3D printing use, especially for manufacturing airplane engine parts. This enhanced partnership should accelerate the development of 3D printing in the aeronautics sector, to the benefit of both groups. It is one of several partnerships already ongoing with other top-ranked international players in the aeronautics sector.
- Eligibility of the offering for the PEA-PME system
PRODWAYS announces that it meets the PEA-PME eligibility criteria set out in the implementing order dated 4 March 2014 (Order n°2014-283). Consequently, PRODWAYS shares can be fully integrated in equity savings accounts (PEA) and PEA-PME accounts, which enjoy the same tax advantages as the traditional PEA.
- Availability of the Prospectus
Copies of the prospectus (in French) approved by the French Financial Markets Authority (AMF) on 25 April 2017 under number 17-174, composed of the Base Document, registered on 23 March 2017 under number I.17-008 and the securities document (including a summary of the prospectus), are available free of charge upon request from PRODWAYS, 19, rue du Quatre-Septembre, 75002 Paris, France, and on the websites of PRODWAYS (www.prodways.com and www.prodways-bourse.com) and the AMF (www.amf-france.org).
- Risk factors
PRODWAYS would like to draw the public's attention to Chapter 4 “Risk Factors” of the registration document filed with the AMF, and Chapter 2 “Risk factors related to the Offering” of the securities note.
- Financial intermediaries and advisors
Global Coordinator and
Joint Lead Manager
Joint Lead Manager and
Joint Lead Manager and
Terms of the transaction
|25 April 2017||AMF approval of the Prospectus|
|27 April 2017||Opening of the subscription period for the offering|
|10 May 2017||Closure of the OPO at 5:00 p.m. for written subscriptions and 8:00 p.m. for online subscriptions|
|11 May 2017||Closure of Global Placement at 12:00 p.m.
Pricing and allocation of the shares and possible exercise of the Extension Clause
Start of the Over-Allotment Option exercise period
Start of the stabilisation period, where applicable
|12 May 2017||Start of trading of PRODWAYS GROUP shares in the form of equity promises on Euronext|
|15 May 2017||Settlement-delivery|
|16 May 2017||Start of trading on Euronext|
|10 June 2017||Deadline for exercising the Over-Allotment Option
End of the stabilisation period, where applicable
Structure of the offering
Shares will be offered as part of a global offering (the "Offering"), including:
- a retail offering in France in the form of an Open Price Offering, primarily for individual investors (the "Open Price Offering" or "OPO") and
- a global placement primarily for institutional investors in France and outside France (excluding the United States, South Africa, Canada, Australia, and Japan) (the "Global Placement")
If the demand expressed under the OPO allows, the number of New Shares allotted in response to orders issued under the OPO will be equal to or greater than 15% of the total number of shares offered before any exercise of the Over-Allotment Option.
Two categories of orders are likely to be issued in response to the OPO:
- P Orders: priority orders reserved for Groupe Gorgé or ECA shareholders who are individual investors; applies only to 10 shares - 750 shares maximum. These are meant to be served at least two times better than A Orders, up to 750 shares, and in priority over A Orders. Shareholders of Groupe Gorgé and/or ECA may issue buy orders on a number of shares greater than 750 shares. The excess fractional share will be treated like A Orders. In the event that the total demand for P Orders represents more than 50% of the final number of shares offered under the Open Price Offering, P Orders will be reduced in order that A Orders may be served by at least 50% of the final number of shares offered under the Open Price Offering. Any individual investor whose shares in Groupe Gorgé or ECA, as applicable, are deposited in a trading account, for accounting purposes, at the end of the accounting day of 25 April 2017, will be considered a shareholder of Groupe Gorgé or ECA. When placing a P Order, that person shall show evidence of his or her capacity as shareholder in Groupe Gorgé and/or ECA by giving his or her authorised financial intermediary a sworn statement to that effect.
- A Orders: orders other than P orders, thus non-priority, likely to be issued under an OPO. A Orders will themselves be broken down according to the number of securities requested:
- A1 fractional order: 10 shares - 750 shares inclusive, and
- A2 fractional order: beyond 750 shares.
A1 fractional orders will receive preferential treatment over A2 fractional orders if all orders cannot be filled completely.
Moreover, each order must be for a minimum of 10 shares.
Share capital before the operation
A French société anonyme having 33,793,070 fully paid-up ordinary shares with a unit par value of 0.50 euro.
Securities identification codes
- Name: PRODWAYS GROUP
- Market: compartment B of the Euronext regulated market in Paris
- ISIN code: FR0012613610
- Ticker: PWG
Indicative price range
€3.80 - €4.80 per share.
Terms of the offering
The shares in the Company whose admission for trading on the Euronext regulated market in Paris is requested are:
- all existing 33,793,070 shares;
- 4,324,763 shares to be issued in repayment, on the date of the first listing of shares, of convertible bonds issued by Prodways Group in 2017 (based on a price equalling the midpoint of the indicative price range of the offering, i.e. €4.30); and
- based on a median price of €4.30, 9,191,472 new shares offered under a capital increase in cash, with waiver of shareholders' preferential subscription rights
- which may be increased to a maximum of 10,570,192 new shares offered in case the extension clause is exercised, and
- which may be increased to a maximum of 12,155,720 new shares offered in case the over-allotment option is exercised in full.
Gross amount of the operation based on an Offering Price equal to the median of the price range, i.e. €4.30
- Gross proceeds of the Offering of €39.5 million, which may be increased to €45.5 million in case the Extension Clause is exercised in full
- Gross proceeds of €52.3 million if the Extension Clause and Over-Allotment Option are exercised in full
BNP Paribas Développement, Bpifrance Participations, Fimalac Développement, Financière Arbevel, and Safran Corporate Ventures have made firm commitments to place orders to subscribe in cash for a total amount of €13.3 million, or 34% of the gross amount of the Offering (not including exercise of the Extension Clause or Over-Allotment Option, based on a price equalling the median of the indicative Price Range of the Offering, i.e. €4.30).
These orders are meant to be served first and in full, with the explicit understanding that they could nonetheless be reduced in respect of the usual allocation principles (primarily in the scenario where subscriptions collected for the Offering are significantly higher than the number of Shares Offered).
To the Company's knowledge, no other person intends to place a subscription order of more than 5%.
The Company will make a lock-up commitment for 180 days as from the settlement and delivery date, subject to certain exceptions described in the Prospectus.
Lock-up commitment by the Company's main shareholders
Groupe Gorgé and André-Luc Allanic (holding 96.19% and 3.26%, or, between them, 99.45% of the Company's registered capital at the date of this prospectus) have entered into a lock-up for 100% of the shares and/or marketable securities giving access to the capital that they hold at the date of the AMF's clearance on the securities note or would come to hold (because of the exercise of marketable securities), until the expiration of a period of (i) 365 days from the settlement-delivery date for Groupe Gorgé and (ii) 180 days from the settlement-delivery date for André-Luc Allanic, subject to certain customary exceptions.
Lock-up commitment by financial investors
Fimalac Développement, BNP Paribas Développement, Safran Corporate Ventures, and Bpifrance Participations, which together will hold 13.2% of the Company after, as applicable, the reimbursement of their bonds and their subscription to the Offering, have entered into a lock-up for 100% of the shares that they will hold at the date of the settlement-delivery of the Offering for a period of 365 days from the settlement-delivery of the Company's shares, subject to certain customary exceptions.
Terms of subscription
Persons wishing to participate in the OPO must place their orders through a financial intermediary authorised in France, no later than 10 May 2017 at 5:00 p.m. (Paris time) for written subscriptions and 8:00 p.m. (Paris time) for online subscriptions.
To be taken into account, orders placed under the Global Placement must be received by Oddo & Cie and Portzamparc, Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners, no later than 11 May 2017 at 12:00 p.m. (Paris time).
- 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% outside of France. 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
Prodways Group - Raphaël Gorgé
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- Forward-looking statements
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 communication and no information in respect of the offering by Prodways Group of the shares (the “Shares”) may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken outside of France in any jurisdiction where such steps would be required. The offering and subscription of the Shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Prodways Group assumes no responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of 4 November 2003, as amended, in particular, by Directive 2010/73/EC of the European Parliament and the Council of 24 November 2010, as amended and as implemented in each member State of the European Economic Area (the “Prospectus Directive”).
With respect to the member States of the European Economic Area other than France which have implemented the Prospectus Directive (each, a “relevant member State”) no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the Shares may only be offered in relevant member States: (a) to legal entities that are qualified investors as defined in the Prospectus Directive; (b) in any other circumstances that do not require the publication by Prodways Group of a prospectus pursuant to Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, the notion of an “offer to the public of Shares” in each of the relevant member States, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Shares to be offered, thereby enabling an investor to decide to purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive. The notion of “Prospectus Directive” means the directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended, in particular, by Directive 2010/73/EC of the European Parliament and the Council of 24 November 2010, as implemented in each member state of the European Economic Area.
This selling restriction comes in addition to the other selling restrictions applicable in the other member states.
The distribution of this press release is not made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities nor of any offer or solicitation to sell securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Prodways Group does not intend to register any portion of the proposed offering in the United States nor to conduct a public offering of securities in the United States.
The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.
This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
The Shares have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Shares in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Shares are subject to transfer and selling restrictions in certain countries, including Canada.
The prospectus registered with the Autorité des marchés financiers contains forward-looking statements. No guarantee is given as to these forecasts being achieved, which are subject to risks, including those described in the prospectus, and to the development of economic conditions, the financial markets and the markets in which Prodways Group operates.
Oddo & Cie, acting as stabilising agent, or any institution acting on its behalf may, during a period of 30 days following the date on which the Offering Price is determined, i.e., according to the indicative timetable, from 11 May to 10 June 2017, effect transactions with a view to maintaining the market price of Prodways Group's shares in a manner consistent with applicable laws and regulations and, in particular, EU Commission regulation number 2273/03 of 22 December 2003. These activities are intended to support the market price of Prodways Group's shares and may affect the share price.
 Based on the median price of the indicative price range of the offering, i.e. €4.30
 Source: Harvard Business Review, February-March 2016
 General Electric's estimate on LEAP engine fuel injectors (at the time of manufacturing)
 Company estimate based on the experience of consumption of a few printers over the last three years and the assumption of a five-year life cycle
 Source: Wohlers Report 2016
 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 amortisation, and impairment and other non-recurring items identified within operating income.
 Including €7,666,661.50 in cash and the balance, i.e. €10 million, offset against the receivable resulting from the repayment of all of the convertible bonds issued by the Company in 2015.
 Based on a median price of the indicative price range of the offering (€4.30 per share), not including the Extension Clause or Over-Allotment Option