19 March 2025
The Board of Directors of PRODWAYS GROUP has decided to implement the project to transfer the listing of PRODWAYS GROUP shares (hereinafter referred to as the "Company") to the EURONEXT GROWTH PARIS market, as approved by the Mixed General Meeting of shareholders.
The Mixed General Meeting of shareholders of PRODWAYS GROUP, which met on March 10, 2025 at the LCL premises - 19 boulevard des Italiens - 75002 PARIS, approved, in accordance with the provisions of Article L. 421-14 of the Monetary and Financial Code, the project to transfer the listing of the Company's shares from the regulated Euronext Paris market to the organized multilateral trading system Euronext Growth Paris, and granted full powers to the Board of Directors to implement this market transfer.
The Company announces that the Board of Directors, which met today, has decided to implement this transfer. Subject to the agreement of EURONEXT PARIS, this transfer operation will be carried out by delisting the shares from trading on the Euronext market and their simultaneous admission to trading on the Euronext Growth Paris market through an accelerated direct admission procedure, without issuing new shares.
Reasons for the transfer project
This project aims to allow PRODWAYS GROUP to be listed on a market offering a more flexible regulatory framework better suited to its size and market capitalization by reducing certain operational constraints specific to the Euronext Paris market. The transfer to Euronext Growth Paris should simplify the company's operations and reduce listing-related costs while allowing it to continue benefiting from the attractions of financial markets.
Main consequences of the transfer project (non-exhaustive list):
In accordance with current regulations, PRODWAYS GROUP wishes to inform its shareholders of the possible consequences of such a transfer, from its effective date:
In terms of financial information:
Periodic information: in terms of periodic financial information, the company's obligations will be lightened, and in particular, without claiming to be exhaustive:
- The company will publish, within four months of the closing, an annual report (or a universal registration document incorporating it) including at least its annual (and consolidated) accounts, a management report, and the auditors' reports. It will also prepare a report on corporate governance with a simplified content.
- It will issue, within four months of the end of the first half (extended deadline), a half-yearly report including its half-yearly accounts and a related activity report.
- The Company intends to retain the IFRS accounting framework for the preparation of consolidated accounts.
Permanent Information:
- PRODWAYS GROUP will remain subject to the applicable provisions on permanent information, which also apply to companies listed on Euronext Growth Paris. The company will continue to provide accurate, precise, and sincere information, bringing to the public's attention any information likely to significantly influence the share price and any information concerning the operations of its directors, in accordance with the provisions of Regulation (EU) No. 596-2014 of April 16, 2014, on market abuse.
- Regulated information (including privileged information) must always be disseminated effectively and comprehensively. The company continues to use a professional disseminator.
- In terms of executive compensation, the company will no longer be subject to the "say on pay" regime.
In terms of minority shareholder protection:
The protection of minority shareholders, in the event of a change of control, will be ensured on Euronext Growth Paris by the mechanism of a mandatory public offer in the event of crossing, directly or indirectly, alone or in concert, the threshold of 50% of the capital or voting rights;
Furthermore, companies listed on Euronext Growth Paris only need to communicate to the market, in terms of changes in shareholding, the crossing of thresholds (upwards or downwards) of 50% and 90% of the capital or voting rights;
However, in accordance with legal provisions, the company will remain subject, for a period of 3 years from its delisting from the Euronext Paris market, to the public offer regime and the maintenance of information obligations relating to threshold crossings and declarations of intentions as applicable to companies listed on Euronext Paris.
It is specified that the Mixed General Meeting of March 10, 2025 did not approve the modification of the thresholds referred to by the obligation to declare statutory threshold crossings (2%, 3%, and 4% of the capital or voting rights, in accordance with Article 10 of the Company's articles of association).
In terms of General Meetings:
The formalism of General Meetings will be slightly relaxed:
- No obligation to publish a notice specifying the modalities for making available the documents submitted to the General Meeting;
- Exemption from posting preparatory documents for the General Meeting twenty-one days before the date of the General Meeting, but only on the date of the convocation (simplified content);
- No obligation to post the results of the General Meeting votes on the company's website.
The Mixed General Meeting of Shareholders held on March 10, 2025 approved the amendment of the articles of association to provide for the possibility for a shareholder to be represented by any other natural or legal person of their choice, in accordance with the provisions of Article L. 22-10-39 of the Commercial Code.
The modalities of convocation and admission conditions (record date) to the General Meeting will remain unchanged.
The company will no longer be obliged to ensure a live broadcast of its meetings or to post a recording of them on its website.
Liquidity of the share:
Theoretically, as it is an unregulated market, the transfer to Euronext Growth Paris market could result in a change in the liquidity of PRODWAYS GROUP shares, which could be different from the liquidity observed on the regulated Euronext Paris market. The transfer could also lead some investors, favoring shares of issuers listed on a regulated market, to sell their PRODWAYS GROUP shares.
It is specified that the liquidity contract concluded by the company would be maintained after the market transfer.
Indicative provisional timetable of the operation (subject to the agreement of Euronext Paris)
- Early April 2025: submission to Euronext Paris of a request for delisting of shares from Euronext Paris and their admission to Euronext Growth Paris;
- Early May 2025: authorization of the transfer by Euronext Paris
- In May 2025: delisting of PRODWAYS GROUP shares from Euronext Paris (before the market opens) and admission of PRODWAYS GROUP shares to Euronext Growth Paris (at the opening) - first listing.
Admission to Euronext Growth Paris will occur at the earliest after the expiration of a two-month period from the General Meeting, i.e., at the earliest on May 10, 2025.
As part of the transfer to Euronext Growth Paris, PRODWAYS GROUP will be accompanied by TP ICAP Midcap as Listing Sponsor.
About Prodways Group
Prodways Group specializes in industrial and professional 3D printing with a unique position as an integrated European player. The Group has developed across the entire value chain of 3D printing (software, printers, materials, parts & services) with a technologically advanced industrial solution. Prodways Group offers a wide range of 3D printing systems and premium composite, hybrid, or powder materials (SYSTEMS division). The Group also manufactures and markets on-demand parts, prototypes, and small series printed in 3D, in plastic and metal (PRODUCTS division). Prodways Group serves a wide range of sectors, particularly in the medical field.
Listed on Euronext Paris (FR0012613610 - PWG), the Group reported in 2024 revenue of €59 million.
For further information: https://www.prodways-group.com
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Contacts
INVESTOR RELATIONS
Hugo Soussan
Investor relations
Tel: +33 (0)1 44 77 94 86 / h.soussan@prodways.com
Anne-Pauline Petureaux
Shareholders contact
Tel: +33 (0)1 53 67 36 72 / apetureaux@actus.fr
MEDIA CONTACT
Manon Clairet
Financial media relations
Tel: +33 (0)1 53 67 36 73 / mclairet@actus.fr
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