This document may not be published, transmitted or distributed, directly or indirectly, in the territories of the USA, South Africa, Canada, Australia or Japan.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.
- Over-allotment Option exercised in full
- Final amount raised to €58.3 million
- Implementation of a liquidity contract with Portzamparc Société de Bourse
PRODWAYS GROUP (hereinafter “PRODWAYS”), a subsidiary of Groupe Gorgé specialist in industrial 3D printing, today announces that, following the outstanding success of its IPO on compartment B of regulated market Euronext Paris (isin Code: FR0012613610 - Ticker: PWG), the Over-allotment Option was exercised in full by Oddo & Cie and Portzamparc Société de Bourse, resulting in the issue of 1,585,528 additional new shares at the IPO price (€4.80 per share) for a total value of €7,610,534.
As a reminder, at the IPO price, the initial offer1 was oversubscribed by nearly 6 times. The OPO was also enthusiastically taken up by individual investors, leading to an oversubscription rate above 7 times.
As a result, a total of €58.3 million in capital was raised and 12,155,720 new shares issued. Including the bonds redeemable in shares subscribed upstream of the operation, the total amount of financing raised is €66.0 million. Following the completion of these operations, PRODWAYS' capital is made up of 49,823,057 shares. Owner of 65.2% of the company's capital after exercise of the over-allotment option, Groupe Gorgé remains a long-term and major shareholder of PRODWAYS.
 Global placement and open price offering excluding the Extension Clause and Over-allotment Option but including the subscription commitments stipulated in the securities note (Note d'Opération).
In accordance with Article 6 of EU delegated regulation 2016/1052 of 8 March 2016, Oddo & Cie, as stabilizing manager, reported that no stabilization operation was carried out since 11 May 2017, and that the period of stabilization is now closed.
PRODWAYS has entered into a liquidity contract with Portzamparc Société de Bourse that complies with the code of ethics issued by the AMAFI (French Financial Markets Association).
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.
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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.
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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