TIGHTENING OF THE INDICATIVE PRICE RANGE AS PART OF THE IPO OF PRODWAYS GROUP
Paris, 3 May 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This document may not be published, transmitted or distributed, directly or indirectly, in the territories of the USA, South Africa, Canada, Australia or Japan.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.
- 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).
- 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.
- 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
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