EVAC Edwards Grp. Limited ADS (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 1, 2013

Commission File Number: 001-35548

EDWARDS GROUP LIMITED

(Name of Registrant)

Manor Royal

Crawley

West Sussex

RH10 9LW

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  x             Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Edwards Group Limited Announces Third Quarter 2013 Results

·       Third quarter 2013 revenue of £178.6 million, up 8.8% on Q2 ‘13

·       Net income of £40.3 million or 35.56 pence per fully diluted share

·       Adjusted net income (1)  of £25.8 million, or 22.76 pence per fully diluted share

·       Continuing strong momentum in Semiconductor and Flat panel revenues

·       Generated £46.0 million in cash from operations, and £38.5 million in management operating cash flow (2)

·       Ended the quarter with cash and cash equivalents of £107.3 million after repaying $31.4 million (£20.3 million) of the term loan during the quarter

·       Adjusted EBITDA rose to £45.1 million, delivering a 25.3% margin

Crawley, West Sussex, United Kingdom — November 1, 2013 — Edwards Group Limited (NASDAQ:EVAC) (“Edwards” or the “Company”) announced results of its operations for the third quarter ended September 30, 2013.

Jim Gentilcore, CEO of Edwards said: “We have continued to enjoy a positive market environment in both semiconductor and flat panel. Together these have helped to deliver another strong performance for the quarter as a whole, well above our initial guidance given at the end of July. Although General Vacuum revenues were marginally down on the second quarter, order activity was positive and positions us well for the final quarter of the year.

The acquisition of Edwards by the Swedish group Atlas Copco was announced on August 19 and ratified by our shareholders at an Extraordinary General Meeting on October 4.  We have been making good progress with the anti-trust clearances in various jurisdictions and will update the market in due course once they have all been received and the timetable for completion becomes clearer.  Given this progress, and as previously announced, we are not providing guidance for the fourth quarter.

At this time I would also like to extend my personal thanks to Edwards’ CFO, David Smith who has announced that he will leave the group at the end of the year to take up a significant new role.  Over his three years at Edwards, David was instrumental in the fundamental transformation of the Edwards’ business and operational footprint, delivering a substantially improved financial basis for the business.”

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David Smith, Edwards’ CFO commented: “This has been a very good quarterly result with all metrics close to or above the top of our long term target range.  Operating cash flow was extremely strong, driven by gross margin up to over 41% and adjusted EBITDA margin was up over 3 points from the prior quarter.  These reflect the operational gearing inherent in the business, despite some adverse FX impact given the weakening dollar.  On a 9 month basis revenues are 5% above where we were at this time last year.”

On a sequential quarterly basis, revenue increased 8.8% to £178.6 million (Q2 2013: £164.1 million).  The Company recorded net income of £40.3 million, or 35.56 pence per diluted share (Q2 2013: £27.0 million, or 23.91 pence per diluted share) due to increased revenue driving higher margins and significant exchange gains of £21.5 million on the end-of-quarter revaluation of long term loans.

Adjusted net income grew by 50.0% to £25.8 million, or 22.76 pence per diluted share (Q2 2013: £17.2 million or 15.23 pence per diluted share), due to increased revenue and higher operating margins more than off-setting increases in sales and marketing expenses.  Adjusted EBITDA (3)  increased to £45.1 million or 25.3% of revenue (Q2 2013: £36.2 million or 22.1% of revenue) and gross margin rose by 3.0 percentage points to 41.3%.

When compared to the third quarter of the prior year, revenue increased 26.8% from £140.9 million to £178.6 million, with both Semiconductor and Emerging Technology delivering strong growth.  Adjusted net income increased to £25.8 million or 22.76 pence per diluted share from £12.5 million or 11.08 pence per diluted share. Adjusted EBITDA increased from £26.0 million to £45.1 million and gross margin increased by 5.5 percentage points.

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See Appendix for exchange rate information.

(1) Adjusted net income represents net income adjusted for restructuring and transaction costs, currency translation gain/(loss) on external and intra-group debt, purchase price accounting (“PPA”) amortization, non-cash compensation expense and tax shield on adjustments.

(2) Management operating cash flow is defined as Adjusted EBITDA less change in trade working capital, net cash payments for capital expenditures and other cash movements and non-cash items.

(3) Adjusted EBITDA represents net income excluding finance income and costs, taxation, depreciation, amortization, restructuring and transaction costs, profit or loss on sale of property, plant and equipment (“PP&E”) and non-cash compensation expense.

(4) On May 16, 2012, upon consummation of the IPO, there were approximately 112.8 million shares issued and outstanding. 1,250,000 options were issued in conjunction with the IPO under the company’s equity plan with a further 300,000 issued in February 2013 and 60,000 issued on June 15, 2013. In October 2012, 2,149,340 options were issued to employees under the Group-wide Share Save scheme.

(5) Net debt is defined as the sum of the First Lien Credit Agreement debt, the aggregate of other indebtedness including unamortized fees relating to bank term loans, deferred consideration, capital lease obligations and Japanese factoring in excess of US$30 million, less cash and deposits.

(6) Net leverage is defined by the First Lien credit agreement as amended and restated in March 2013 and is calculated in US Dollars. The amendment in March 2013 replaced Proforma Adjusted EBITDA as defined in the previous version of the agreement with Adjusted EBITDA as defined by the Company and used in this document. Reporting periods prior to Q1 2013 have not been restated for the leverage calculation. Net debt excludes unamortized fees relating to bank term loans for the purpose of calculating leverage.

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Semiconductor revenues were up over 56% on the prior year and up nearly 7% on the prior quarter, reflecting the ongoing momentum seen throughout 2013.  The US remained the strongest region, driven by orders for sub-20nm fabs. Overall spend on Logic continued to be very strong, while Memory sector investment increased from the global majors and niche specialists.  Foundry investment was relatively stable in the quarter and OEM revenues continued to be robust.  On a year to date basis, Semiconductor was 2.3% above the prior year.

General Vacuum was down 4.5% on the prior year where there were some significant coating orders, but only marginally down on the prior quarter.  Scientific and R&D sectors were stable against the prior year, while Process rose sharply as a couple of significant power and refining infrastructure projects were completed in the quarter.  While order book momentum was strong in the quarter, Industrial revenues were lower against the strong prior year comparable, with the US region most affected by macro weakness. On a year to date basis, General Vacuum was 4.7% below the prior year.

Emerging Technologies’ revenue growth continued to be very positive, again delivering strong gains over both prior quarter and prior year.  With LED and Solar sectors stable, FPD sales were the driver of revenues being up 117%.  These included the completion of significant LCD orders to 3 new fabs in China and ongoing spend in Korea for OLED-related technology. On a year to date basis, Emerging Technologies was 68.7% above the prior year.

Service revenues grew 0.7% on the prior quarter, marking a third record quarter in the past 12 months. Asia continued to perform well, including China and Japan which were up strongly against both the prior quarter and the prior year.  While the poor macro environment impacted activity at certain customers in Europe, there was strong growth at a number of key semiconductor accounts in Taiwan.  The US macro environment was also a drag on regional performance, but offset by ongoing work with a major customer on a refresh project.  On a year to date basis, Service was 2.4% above the prior year.

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Additional Quarterly Financial Information

Cost of sales for the third quarter was £104.9 million, an increase of £14.4 million compared to the prior year period reflecting high volumes. Gross profit margin was up 5.5 percentage points on the prior year and up 3.0 percentage points on the prior quarter at 41.3%.

Sales, general and administrative expenses were £27.0 million, an increase of £4.8 million compared to the prior year period, mainly due to an increase in variable compensation. Total spending on research and development before capitalization was £7.5 million, equating to 4.2% of revenue, with absolute spend increasing by £0.4 million compared to the prior year period. Restructuring and transaction costs incurred totaled £2.4 million including an accrual for £1.9 million with respect to fees to be incurred for the sale of the business to Atlas Copco.

The Company’s ending cash and cash equivalents balance at September 30, 2013 was £107.3 million (Q2 2013: £109.1 million).  During the third quarter, the Company generated £46.0 million in cash from operations. Management operating cash flow was strong at £38.5 million in the third quarter of 2013, an 85% cash conversion, up £19.0 million from the prior year period (Q3 2012: £19.5 million) with improvements in net working capital outweighing increased capital expenditure. Cash used in investing activities totaled £15.5 million, through continued investment in R&D, capex across manufacturing sites, the China/Taiwan projects and the acquisition of Gamma Vacuum.

The Company’s indebtedness at September 30, 2013 decreased by £37.7 million in the quarter to £320.3 million, due to a repayment of $31.4 million (£20.3 million) and favourable foreign exchange revaluations.  Overall, the Company’s net debt decreased by £35.8 million to £211.0 million with a net leverage ratio of 1.7x, achieving the objective of a debt ratio of under 2x well before our 2013 year end.

The Company recorded a tax charge of £10.1 million for the quarter, which equates to 20.0% of income before taxes.

Business Developments in Q3 2013

Within the quarter, Edwards announced and then completed the acquisition of Gamma Vacuum, a market leader in the design, manufacture and service of ultra-high vacuum (UHV) pumps. Founded in 2003, Gamma has a very strong reputation for the manufacture and distribution of Ion and Titanium Sublimation pumps, used in applications principally in the R&D sector such as for high energy physics, together with other R&D, Scientific and Industrial applications.  In 2012, Gamma had revenues in excess of US$9.0 million.

The transaction expanded Edwards’ General Vacuum product range into UHV, giving the capability to supply a total vacuum package from UHV through to atmospheric pumping.

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Since completion there has been positive and active interest from customers for such total vacuum solutions, for applications such as electron microscopy.

Edward’s recent launch of the iPUP2 for less harsh semiconductor applications has been very well received by the market after its roll-out in various geographies, and has achieved a faster take-up than initially expected.  There has also been ongoing progress within a number of development projects, including field trials on 450mm-related turbo and new etch pumping solutions.  The ATEX certification for the CXS pump for chemical applications was also extended to cover pharmaceutical applications.

Further progress was made with the growth projects in China, including the construction of the new factory in Qingdao where the main building construction is underway and the factory steelwork has already been completed.  Alongside the infrastructure, local recruitment is gaining momentum.  In Xian, site preparations and ground works were commenced for the new service center following the granting of the business registration and license.  In the UK, the consolidation of the R&D teams through the final relocations to the new Global Technology Centre in Burgess Hill was completed on time.

About Edwards

Edwards is a leading developer and manufacturer of sophisticated vacuum products, abatement systems and related value-added services.  These are integral to manufacturing processes for semiconductors, flat panel displays, LEDs and solar cells; are used within an increasingly diverse range of industrial processes including power, glass and other coating applications, steel and other metallurgy, pharmaceutical and chemical; and for both scientific instruments and a wide range of R&D applications.

Edwards has over 3,200 full-time employees and 500 temporary workers operating in approximately 30 countries worldwide engaged in the design, manufacture and support of high technology vacuum and exhaust management equipment.

Edwards’ American Depositary Shares trade on The NASDAQ Global Select Market under the symbol EVAC. Further information about Edwards can be found at www.edwardsvacuum.com.

Contacts :

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Cautionary Statement Concerning Forward Looking Statements

This release includes forward-looking statements, beliefs or opinions, including statements with respect to the Company’s business, financial condition, results of operations and plans. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company’s control and all of which are based on management’s current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “believe,” “expects,” “may,” “will,” “could,” “should,” “shall,” “risk,” “intends,” “estimates,” “aims,” “plans,” “predicts,” “continues,” “assumes,” “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this release and include statements regarding the intentions, beliefs or current expectations of management with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Company operates, most of which are difficult to predict and many of which are beyond the Company’s control. These risks, uncertainties and assumptions include, but are not limited to, the following: conditions in the global credit markets and the economy, including volatile conditions in Europe; capital expenditure cycles in the semiconductor and emerging technologies (FPD, Solar PV and LED) manufacturing industries; the Company’s ability to forecast demand for its products and services; growth in various end-markets; the Company’s ability to maintain existing customer relationships; the Company’s ability to timely and successfully develop and commercialize new products; the Company’s ability to meet customers’ quality standards, specifications, process-related performance requirements or delivery schedules; maintenance of the efficiency of the Company’s supply chain, the prices of its components and the capacity of its manufacturing operations; the Company’s ability to realize expected benefits from its restructuring program or future investments; the Company’s ability to retain key management and recruit and retain highly skilled and technical employees; reliance on proprietary and non-proprietary technology and processes;  competition in the Company’s markets; risks associated with doing business internationally;  fluctuations in foreign exchange rates; environmental and health and safety liabilities, regulatory compliance and expenditures; work stoppages or other labor disputes; and risks associated with the Company’s level of financial indebtedness and operating and financial restrictions in the First Lien Credit Agreement.

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Reconciliation of Non-GAAP Measures

Adjusted EBITDA, Adjusted net income and Management operating cash flow are not measures of financial performance under IFRS and should not be considered as an alternative to operating income or net income as indicators of the Company’s operating performance or any other measure of performance derived in accordance with IFRS. Further, because Adjusted EBITDA, Adjusted net income and Management operating cash flow (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures.

Management uses Adjusted EBITDA as a performance measure. In addition, management believes it is useful for investors because it is used in the calculation of applicable interest rates, mandatory prepayments and certain covenant baskets under the First Lien Credit Agreement.

The Company believes Adjusted net income provides investors with helpful information with respect to the performance of the Company’s operations and management uses Adjusted net income to evaluate its ongoing operations and for internal planning and forecasting purposes. Adjusted net income is not a measure of liquidity.

Management uses Management operating cash flow, which is derived from Adjusted EBITDA, to understand the factors that impact cash flow generated by operations, absent various exceptional items that effect cash generation and as a measure to help allocate resources. In addition, management believes Management operating cash flow is useful to investors as it provides them with additional information about the Company’s performance. Management operating cash flow is not a measure of liquidity.

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