This document may not be published, transmitted or distributed, directly or indirectly, in the territories of the USA, South Africa, Canada, Australia or Japan.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.
- Tightening of the indicative price range: between €4.30 and €4.80 per share (vs. initial price range of between €3.80 and €4.80)
- Please note: subscription open until 10 May 2017 (included) for the open price offering and until 11 May 2017 for the global placement
Thanks to the strong momentum enjoyed by the proposed IPO on the Euronext Paris regulated market (as described in more detail in the press release dated 26 April 2017), the demand for PRODWAYS GROUP securities now exceeds the maximum number of securities to be issued. Accordingly, PRODWAYS GROUP today announces a tightened indicative price range of between €4.30 and €4.80 per share (the "Tightened Indicative Price Range"), i.e. the high end of the range announced initially (between €3.80 and €4.80 per share).
Reminder of the Structure of the offering
The tightening of the price range does not change the offering structure described in the prospectus approved by the AMF on 25 April 2017 under the number 17-174.
It should be noted that the distribution of the 9,191,472 shares offered (which may be increased to a maximum of 12,155,720 shares offered in the event of the full exercise of the increase OPTION and of the overallotment option) will be carried out under 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.
Reminder of the next steps with the indicative timetable
|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
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).
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.
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
About Groupe Gorgé
Groupe Gorgé is an independent group that specializes in high-tech industries. Today, the Group is active in the fields of security and protection in extreme environments, as well as in the 3D printing sector. It employs around 1,700 people, is located in eight countries and directly exports around 40% of its activity. In its more than twenty-five year history, Groupe Gorgé has always developed and driven the latest technological and industrial innovations.
Smart Safety Systems: Developing complete, innovative technological solutions for complex missions in hostile and confined environments.
Protection of High-Risk Installations: Protecting people and ensuring the active and passive protection of installations for energy markets and industrial and tertiary sectors in France. Ensuring the maintenance of these protection systems.
3D Printing: Enabling major industry players to find new routes to successful innovation and production processes by providing systems, 3D printers and new premium material.
In 2016, the Group reported revenue of €281.2 million. It is backed by 1,800 employees and operations in over ten countries.
More information available on www.groupe-gorge.com
Groupe Gorgé is listed on Euronext Paris and on the US OTC market in the form of ADR.
isin code: FR0000062671
Ticker code: GOE
|US OTC market:
CUSIP NUMBER: 399451 103
ISIN NUMBER: US3994511034
Ticker Code: GGRGY / GGRGF
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This notice contains forward-looking statements. These declarations do not constitute guarantees on the future performance of GROUPE GORGE or PRODWAYS GROUP. This forward-looking information covers future outlooks, and the growth and commercial strategy of GROUPE GORGE and 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. GROUPE GORGE 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 GROUPE GORGE operates, may differ significantly from those proposed or suggested by the forward-looking statements contained in this document. Similarly, even if GROUPE GORGE's financial situation, results, cash flow and the evolution of the sector in which GROUPE GORGE 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 GROUPE GORGE. A description of events that may have a material negative impact on the business, financial situation and results of GROUPE GORGE or on its ability to achieve its targets is given in Chapter 1.6 "Risk Factors" in the Registration 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.