Edwards Group Limited Announces First Quarter 2013 Results

Edwards Group Limited Announces First Quarter 2013 Results

  *First quarter 2013 revenue of £144.2 million, up 9.7% on Q4 '12
  *Net loss of £17.4 million or (15.42) pence per fully diluted share.
    Adjusted net income^1 of £10.8 million, or 9.57 pence per fully diluted
    share. Net loss includes £28.2 million of FX translation losses on long
    term loans
  *Strong momentum in Semiconductor and improving Emerging Technology
    revenues balanced a quieter quarter within General Vacuum and Service
  *Generated £23.0 million in net cash from operating activities, and £22.7
    million in Management operating cash flow^2 and ended the quarter with
    cash and cash equivalents of £94.7 million
  *Adjusted EBITDA rose to £28.8 million, delivering a 20% margin - within
    long term target range
  *Strong cash conversion, repayment of $18.1 million (£11.9 million) under
    term loan during the quarter

CRAWLEY, WEST SUSSEX, United Kingdom, April 30, 2013 (GLOBE NEWSWIRE) --
Edwards Group Limited (Nasdaq:EVAC) ("Edwards" or the "Company") announced
results of its operations for the first quarter ended March 31, 2013.

Jim Gentilcore, CEO of Edwards, said, "We have continued to see good momentum
across the Semiconductor sector as it recovered from its cycle low point in Q4
'12, and also enjoyed growth in FPD within the Emerging Technologies sector.
This allowed us to come in towards the top end of our guidance range, despite
General Vacuum and Service being relatively quiet.

In my first two months at the helm, I have visitedmost of our key locations,
and am very encouraged by the quality and capabilities of the team we can
deploy to address the range of opportunities before us. Our growth strategy
remains on track and we have seen a number of notable wins and improved order
flow across the business, which gives me greater confidence in the medium term
outlook."

David Smith, Chief Financial Officer, said, "The significant improvement in
the semiconductor industry environment drove revenue growth in the quarter.
When combined with the actions we took at the end of last year on cost
control, this has allowed us to quickly achieve margins back within our long
term target range, including Adjusted EBITDA at 20%.

We were also very pleased to have been able to take advantage of attractive
conditions in the debt markets to refinance our debt. In addition to a 75
basis point interest rate reduction we extended the duration of our long term
debt out to 2020, as well as continuing our program of debt reduction.

Looking out to the second quarter, we anticipate revenue of £145 million to
£160 million and Adjusted net income of £12 million to £15 million, reflecting
a continued improvement in customer sentiment and semiconductor demand. While
we remain cautious at this stage as certain territories such as Europe and
Japan are still affected by macro-economic headwinds, there may be some pull
forwards into Q2 '13 by semiconductor customers of orders that we had
originally expected to deliver in the second half."

On a sequential quarterly basis, revenue increased 9.7% to £144.2 million (Q4
2012: £131.4 million). The Company recorded a net loss of £17.4 million, or a
loss of 15.42 pence per share (Q4 2012: £2.3 million net loss, or 2.04 pence
per share) due to foreign exchange losses (in particular weaker sterling vs.
US dollar) on the end-of-quarter revaluation of long term loans.

Adjusted net income grew by 31.7% to £10.8 million, or 9.57 pence per share
(Q4 2012: £8.2 million or 7.27 pence per share), due to increased revenue,
higher margins and cost saving initiatives. Adjusted EBITDA^3 increased to
£28.8 million or 20.0% of revenue (Q4 2012: £20.8 million or 15.8% of revenue)
and gross margin rose by 5.8 percentage points to 36.2%.

When compared to the first quarter of the prior year, revenue declined 10.5%
from £161.1 million to £144.2 million, principally due to reduced sales
volumes. Adjusted net income declined 26.5% from £14.7 million to £10.8m or
14.65 pence to 9.57 pence per fully diluted share. Adjusted EBITDA decreased
by 10.0% from £32.0 million to £28.8 million. Gross margin was stable compared
to the prior year at 36.2% despite lower revenues.

Key Data


                                                         
                    Three months ended                   Three months ended
                     March 31                              Dec 31
                                               %                    %
                    2013           2012          Change   2012         Change
                    £m             £m                    £m           
Revenue              144.2          161.1         -10.5%   131.4        9.7%
                                                                   
Gross Profit         52.2           58.4          -10.6%   39.9         30.8%
Gross margin         36.2%          36.3%         -0.1pts  30.4%        5.8pts
                                                                   
Net (Loss)/ Income   (17.4)         13.3                  (2.3)        
                                                                   
Weighted average                                                    
shares -
- basic              112,848,333    100,348,333           112,848,333  
- diluted ^(4)       112,850,376   100,348,333           112,848,333  
                                                                   
                    (pence)        (pence)               (pence)      
(Loss)/Earnings per
share- basic and     (15.42)        13.25                 (2.04)       
diluted
                                                                   
Adjusted EBITDA^(3)  28.8           32.0          -10.0%   20.8         38.5%
Adjusted EBITDA      20.0%          19.9%         0.1pts   15.8%        4.2pts
margin
                                                                   
Adjusted Net         10.8           14.7          -26.5%   8.2          31.7%
Income^(1)
Adjusted Net Income  7.5%           9.1%          -1.6pts  6.2%         1.3pts
margin
                                                                   
                    (pence)        (pence)               (pence)      
Adjusted net income
per share- basic and 9.57           14.65         -34.7%   7.27         31.7%
diluted
                                                                   
Management operating 22.7           18.0          26.1%    19.5         16.4%
cash flow^(2)
                                                                   
Cash and cash        94.7           93.2                  98.2         
equivalents
Net debt^(5)         (276.9)        (349.8)               (265.4)      
Net leverage^(6)     2.5x           2.6x                  2.6x         

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 and a further
2,149,340 options were issued to employees under the Group-wide Share Save
scheme. On February 28, 2013 a further 300,000 options were granted under the
Company's equity plan.
^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, 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.

Application Sector Performance


                                          
                     Three months ended   Three months ended
                      March 31              December 31
                                  %                 %
                     2013  2012  increase  2012    increase
                                  /decrease         /decrease
                     £m    £m             £m      
                                               
Semiconductor         52.0  73.3  -29.1%    37.2    39.8%
General Vacuum        38.8  39.2  -1.0%     42.7    -9.1%
Emerging Technologies 14.0  10.2  37.3%     10.2    37.3%
Service               39.4  38.4  2.6%      41.3    -4.6%
                     144.2 161.1 -10.5%    131.4   9.7%


Semiconductor saw strong revenue growth in Logic, and particularly in Foundry
which was up nearly 40%.Memory recovered well from its low point in Q4 '12,
supported by significant order flow from specialist manufacturers who were
investing in NAND capacity. Two of the top three capex spenders were very
active in Q1 '13, and OEM revenues were up over 30% reflecting increased
confidence. Two EUV systems were delivered to end users early in the quarter.

General Vacuum was marginally down on the prior year, and declined 9.1% from
the fourth quarter as all sectors paused after a particularly strong final
quarter of 2012.Both R&D and Industrial sectors were up just under 5% on the
prior year, helped by strength in Europe and Asia respectively.Macro factors
continued to impact Europe, while there were significant new prospects in
Asia, in particular for Industrial applications.

Emerging Technology revenue grew strongly, up 37.3% over both prior periods
almost entirely due to increased FPD sales, principally OLED-related
deliveries in Korea.Solar and LED remain at subdued levels, with customer
orders focused on improving existing line efficiency rather than adding new
capacity.

Service revenue grew 2.6% compared to the prior year period helped by growth
in Taiwan and China of around 40%.This included a record quarter for China
helped by the FPD sector in particular. Japan, Korea and Europe were more
subdued. On a sequential quarterly basis there was an expected decline in
Service revenue following a particularly strong second half of 2012, which
included a significant one-off project.

Additional Quarterly Financial Information

Cost of sales for the first quarter was £92.0 million, a decrease of £10.7
million compared to the prior year period, principally reflecting lower
revenue, although gross profit margin was stable.

Sales, general and administrative expenses were also unchanged at £24.9
million. Total spending on research and development before capitalization was
£6.8 million, equating to 4.7% of revenue, with absolute spend decreasing by
£0.5 million compared to the prior year period.Restructuring and transaction
costs of £4.7 million included a £2.7 million charge for severance and a £1.5
million charge with respect to early retirement obligations with respect to
the additional cost reduction actions announced last quarter.

The Company's ending cash and cash equivalents balance at March 31, 2013 was
£94.7 million (Q4 2012: £98.2 million).During the first quarter, the Company
generated £23.0 million in cash from operations. Management operating cash
flow was strong at £22.7 million in the first quarter of 2013, a 79% cash
conversion, up £4.7 million from the prior year period (Q1 2012: £18.0
million).Inventory levels were stable at £93.2 million, equivalent to 105
days (Q4 2012: £93.8 million, 112 days). Cash used in investing activities
totaled £4.8 million, split evenly between capitalized R&D, software and fixed
assets.

The Company's indebtedness at March 31, 2013 rose to £373.7 million, of which
£25.7 million was due to foreign exchange revaluation of the debt (due to US
dollar strengthening against Sterling. Within the quarter, the Company repaid
$18.1 million as part of the amendment and restatement of the First Lien Debt
Agreement. Overall, the Company's net debt increased by £11.5 million to
£276.9 million with a net leverage ratio of 2.5x.

The Company recorded a non cash net tax credit of £3.9 million for the
quarteras a result of lower taxable profits and the tax holiday granted by
the South Korean tax authority.

Business Developments in Q1 2013

Edwards made progress within a number of its growth strategies in the first
quarter. This included increased participation in development work for the
450mm wafer program, and achieving significant market share in recent FPD
orders, with a number of mandates won or shortlisted by China's leading
display manufacturer, BOE.

Within General Vacuum, the GXS pump range has continued to grow in its
penetration, particularly within Asia, ranging from industrial processes to
R&D projects. Edwards also received its first order for nXDS pumps for use
within a chemical deposition process for cultured diamonds, replacing a key
competitor,together with a mandate for a large US steel contractor producing
corrosionresistant pipe for the Oil and Gas industry. Edwards is in
negotiations fora number of key steel projects in other geographies, with
good prospects for further market share gains.

On a corporate level, Edwards continued to progress its China expansion
project and expects to commence ground works in Q2 '13 for its planned new
facility in Qingdao, and commenced the construction of new technical
development labs at its Technology Centre in the UK.

Edwards also took advantage of favorable market conditions to refinance its
long term debt, reducing its interest costs by 75bp and extending the tenor
out to 2020, as well as continuing its program of debt reduction. 

Guidance

For the second quarter of 2013, Edwards anticipates revenue of £145 million to
£160 million reflecting continued momentum within semiconductor and emerging
technology. The company expects to achieve Adjusted net income of £12 million
to £15 million, or 10 pence to 13 pence per fully diluted share.

For the purpose of calculating Adjusted net income per share in the second
quarter of 2013, the Company assumes a weighted average of 112,850,376 fully
diluted shares outstanding.

Details of all line items to reconcile the non–GAAP measure, Adjusted net
income, to the most comparable GAAP measure, net income, for the three months
ended June 30, 2013 are not reasonably available at this time. The calculation
of currency translation gain/(loss) on external and intra-group debt is
calculated using the closing mid-point spot rate of £1.00 to US$1.5185 at 4:00
PM (London time) on March 31, 2013.

Company Earnings Conference Call

The Company will conduct a conference call today at 8:00 AM Eastern Time to
discuss the financial results for its first quarter ended March 31, 2013.

The U.S. dial in number is 877-246-9875 and the non-U.S. dial in number is +1
707-287-9353.The passcode is 44086469.A live webcast of the conference call
will also be available on the investor relations page of the Company's website
at http://investors.edwardsvacuum.com/.

For those unable to participate in the conference call, a replay will be
available for one week following the call.To access the replay, the U.S. dial
in number is 855- 859-2056 and the non-U.S. dial in number is +1
404-537-3406.The replay passcode is 44086469.A replay of the call will be
available by webcast for an extended period of time at the Company's website,
at http://investors.edwardsvacuum.com/.

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.

Cautionary Statement Concerning Forward Looking Statements

This release includes forward-looking statements, beliefs or opinions,
including statements with respect to our 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.


Edwards GroupLimited
Consolidated Income Statement
(UNAUDITED)

                                                      
                                                      Three months ended
                                                       March 31
                                                      2013        2012
                                                      £m          £m
Revenue                                                144.2       161.1
                                                                 
Cost of sales                                          (92.0)      (102.7)
                                                                 
Gross Profit                                           52.2        58.4
                                                                 
Sales, general & admin excluding amortization          (24.9)      (24.9)
R&D costs excluding amortization                       (5.3)       (5.1)
Restructuring and transaction costs                    (4.7)       (3.2)
Amortization                                           (5.2)       (4.5)
Share based compensation expenses                      (0.6)       --
Total administrative expenses                          (40.7)      (37.7)
Other gains/ (losses)                                  2.6         0.2
                                                                 
Operating Income                                       14.1        20.9
                                                                 
Finance income and costs                               (35.4)      (5.2)
                                                                 
(Loss)/Income before income taxes                      (21.3)      15.7
                                                                 
Income tax credit/(expense)                            3.9         (2.4)
                                                                 
Net (Loss)/Income                                      (17.4)      13.3
                                                                 
Weighted average number of shares - basic              112,848,333 100,348,333
Weighted average number of shares – fully diluted      112,850,376 100,348,333

Earnings per share attributable to the equity holders             
of the company
                                                      (pence)     (pence)
(Loss)/Earnings per share – basic                      (15.42)     13.25
(Loss)/Earnings per share – fully diluted              (15.42)     13.25



Edwards GroupLimited
Consolidated Balance Sheets
(UNAUDITED)

                                                       March 31, December 31,
                                                        2013     2012
                                                       £m        £m
Non-Current assets                                               
Goodwill                                                207.3     205.0
Intangible assets                                       190.2     190.7
Property, plant and equipment                           125.5     125.9
Other receivables                                       7.4       7.9
Deferred tax assets                                     24.4      19.4
Derivative financial instruments                        0.9       2.3
                                                       555.7     551.2
                                                                
Current assets                                                   
Inventories                                             93.2      93.8
Trade receivables                                       95.2      78.4
Other receivables                                       16.3      15.6
Derivative financial instruments                        2.2       5.2
Current tax receivables                                 0.9       1.6
Bank deposits                                           2.1       2.0
Cash and cash equivalents                               94.7      98.2
                                                       304.6     294.8
Total assets                                            860.3     846.0
                                                                
Current liabilities                                              
Borrowings and finance leases                           (4.1)     (4.0)
Derivative financial instruments                        (10.2)    (7.4)
Trade payables                                          (54.4)    (48.5)
Other payables                                          (46.2)    (39.1)
Provisions                                              (13.7)    (15.2)
Current tax liabilities                                 (5.8)     (1.5)
                                                       (134.4)   (115.7)
                                                                
Non-current liabilities                                          
Borrowings and finance leases                           (369.6)   (361.6)
Derivative financial instruments                        (6.6)     (5.7)
Other payables                                          (3.5)     (3.3)
Provisions                                              (34.5)    (33.3)
Retirement benefit obligations                          (14.2)    (14.9)
Deferred tax liabilities                                (45.8)    (51.7)
                                                       (474.2)   (470.5)
Share capital                                           (0.2)     (0.2)
Share premium                                           (53.8)    (53.8)
Reserves                                                (197.7)   (205.8)
Total equity attributable to shareholders of the        (251.7)   (259.8)
company
Total equity and liabilities                            (860.3)   (846.0)


                                                                           
Edwards Group Limited                                                       
Consolidated Statement of Cash Flows                                        
(UNAUDITED)                                                                 
                                                                           
                                                                          
                                                        Three months ended 
                                                         March 31
                                                        2013     2012      
                                                        £m       £m        
Net (Loss)/Income                                        (17.4)   13.3     
                                                                         
Adjusted for:                                                             
-taxation                                                (3.9)    2.4      
-net finance cost                                        7.2      7.9      
-unrealized foreign exchange                             25.9     (3.4)    
-amortization                                            5.2      4.5      
-depreciation                                            4.2      3.9      
-loss on sale of property, plant & equipment             --       (0.6)    
-share based compensation expenses                       0.6      --      
-changes in working capital and other items                               
-changes in inventories                                 4.4      (8.5)   
-changes in receivables                                 (5.5)    10.5     
-changes in payables                                    3.3     (8.7)    
-changes in provisions                                  (1.0)   (2.5)    
Cash generated from operations                           23.0     18.8     
Income tax paid                                          0.1      (0.9)    
Net cash generated from operating activities             23.1     17.9     
Purchases of property, plant and equipment               (1.7)    (4.1)    
Sales of property, plant and equipment                   --       --      
Purchases of intangible assets                           (3.2)    (2.6)    
Interest received                                        0.1      0.2      
Total cash flows from investing activities               (4.8)    (6.5)    
Interest paid                                            (8.3)    (7.1)    
Drawdown of debt                                         1.1      --      
Repayment of debt                                        (12.5)   (1.6)    
Payment of transaction fees                              (6.5)    --      
Total cash flows from financing activities               (26.2)   (8.7)    
                                                                         
Net (decrease) / increase in cash and cash equivalents  (7.9)    2.7      
Cash and cash equivalents at the beginning of the period 98.2     91.8     
Effects of foreign exchange rate changes                 4.4      (1.3)    
Cash and cash equivalents at the end of the period       94.7     93.2    
Cash and cash equivalents comprise:                                       
Cash at bank and in hand                                 94.7     93.2      


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 our
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 our performance. Management operating cash flow
is not a measure of liquidity.


                                              Three months ended Three months
Unaudited                                     March 31            ended
                                                                  December 31
                                                               
                                             2013       2012     2012
                                             £m         £m       £m
Net (Loss)/Income                             (17.4)     13.3     (2.3)
Interest                                      7.2        7.9      6.7
Taxation                                      (3.9)      2.4      (8.7)
Depreciation                                  4.2        3.9      4.6
Amortization                                  5.2        4.5      4.7
EBITDA                                        (4.7)      32.0     5.0
Finance income and costs excluding interest   28.2       (2.6)   8.6
Restructuring and transaction costs           4.7        3.2      6.0
(Profit) /loss on sales of PP&E (excluding
amounts charged to restructuring and          --         (0.6)    0.7
transaction costs)
Share based compensation expenses             0.6        --       0.5
Adjusted EBITDA                               28.8       32.0     20.8
                                                               
Changes in trade working capital              2.2       (7.4)    8.8
Net cash payments for capital expenditures    (4.8)      (6.1)    (8.8)
Other cash movements and non-cash items       (3.5)      (0.5)    (1.3)
Management operating cash flow                22.7       18.0     19.5
                                                               
Net (Loss)/Income                             (17.4)    13.3     (2.3)
Restructuring and transaction costs           4.7        3.2      6.0
Currency translation (gain) /loss             28.2       (2.6)    8.6
PPA amortization                              2.5        2.6      2.5
Share based compensation expenses             0.6        --       0.5
Tax shield on adjustments                     (7.8)      (1.8)    (7.1)
Adjusted net income                           10.8       14.7     8.2


Additional Information and Notes to the Financial Statements

1. Basis of Presentation

Edwards Group Limited was incorporated in the Cayman Islands on February 10,
2012. To facilitate the issuing of ADSs on NASDAQ, on April 5, 2012, the
entire issued share capital of Edwards Holdco Limited was acquired by Edwards
Group Limited and implemented by way of a Scheme of Arrangement. As a result,
Edwards Group Limited owns all of the outstanding ordinary shares of Edwards
Holdco Limited. Prior to the share offering we conducted our business solely
through Edwards Group plc (now known as Edwards Holdco Limited) and its
subsidiaries.

Subsequent to the restructuring, Edwards Group Limited has become the parent
of Edwards Holdco Limited and its subsidiaries. Edwards Group Limited is a
Cayman Islands exempt company incorporated with limited liability. Edwards
Group Limited is resident for tax purposes in the United Kingdom.

The Quarterly Financial Report for the three months ended March 31, 2013 has
been prepared on the same basis as the audited consolidated financial
statements of Edwards Group Ltd for the year ended December 31, 2012 and
includes all adjustments necessary for the fair presentation of the
information for the quarters presented. The Financial Statements are stated in
pounds sterling (GBP). The Quarterly Financial Report is unaudited.

2. Revenue by Geography

           Three months              Three months
           ended March 31,           ended December 31,
           2013     2012             2012  
           £m       £m     % increase £m     % increase
                            /decrease         /decrease
Europe      24.1     28.0   -13.9%     23.1   4.3%
Americas    43.6     45.9   -5.0%      42.5   2.6%
South Korea 26.5     41.0   -35.4%     16.7   58.7%
Japan       14.7     19.2   -23.4%     18.0   -18.3%
Taiwan      18.1     14.0   29.3%      14.1   28.4%
China       10.6     8.6    23.3%      10.6   --%
Other Asia  6.6      4.4    50.0%      6.4    3.1%
Total sales 144.2    161.1  -10.5%     131.4  9.7%

3. Administrative Expenses

                                                              Three months
                                                              ended March 31,
                                                              2013     2012
                                                              £m       £m
Sales and marketing                                            10.4     12.1
General and administrative (excluding amortization)            8.8      8.5
Bonus                                                          5.7      4.3
Sales, general and administrative expenses (excluding          24.9     24.9
amortization)
R&D excluding amortization                                     5.3      5.1
Restructuring and transaction costs                            4.7      3.2
Amortization (excluding PPA amortization)                      2.7      1.9
PPA amortization                                               2.5      2.6
Share based compensation expenses                              0.6      --
Total administrative expenses                                  40.7     37.7
                                                                      

4. Research and Development Costs (excluding amortization)

                                                              Three months
                                                               ended March 31,
                                                              2013    2012
                                                              £m      £m
Research and development expensed in the income statement      5.3     
excluding amortization                                                 5.1
Capitalization of development expenditure                      1.5     2.2
Total research and development spending                        6.8     7.3
Research and development spending as a percentage of revenue   4.7%    4.5%

5. Finance Income and Costs

                                                             Three months
                                                              ended March31,
                                                             2013     2012
                                                             £m       £m
Interest income and costs                                     (6.8)    (7.3)
Foreign exchange (losses)/gains on bank and intra-group loans (28.2)   2.6
Fees and amortization of fees                                 (0.4)    (0.5)
Finance income and costs                                      (35.4)   (5.2)

6. Capital Expenditures

                                                       Three months
                                                       ended March 31,
                                                       2013     2012
                                                       £m       £m
Research and development capitalized                    1.5      2.2
Property plant& equipment (PP&E) and other intangibles 3.3      3.8
Restructuring PP&E                                      0.1      0.7
Total capital expenditure                               4.9      6.7

7. Long term Debt

On March 26, 2013, we entered into an amendment and restatement agreement to
the First Lien Credit Agreement.The amendment, among other things, refinanced
and replaced the Company's existing credit facilities with a $560 million term
loan facility and a $90 million revolving facility which is undrawn, and
extended the maturity date of the term loan facility and the revolving
facility to March 31, 2020 and March 31, 2018, respectively. We incurred
arrangement fees with respect to the facilities of £6.5 million (USD
9.8million). In connection with the amendment we repaid an $11.5 million
tranche of the term loan due in May 2014 and $6.6 million of the original
loan.

8. Reconciliation of Net Debt

                               As of      Cash  Other non-          As of
                              January 1, flow  cash       Exchange  March 31,
                               2013             movements  movements 2013
                              £m         £m    £m         £m        £m
                                                                
Cash and cash equivalents      98.2       (7.9) --         4.4       94.7
Bank deposits                  2.0        --    --         0.1       2.1
Cash at bank                   100.2      (7.9)           4.5       96.8
                                                                
Bank term loans                (355.6)    11.9  --         (25.1)    (368.8)
Unamortized fees relating to   4.9        6.5   (0.3)      --        11.1
the bank term loans
Other loans                    (10.8)     (0.8) --         (0.3)     (11.9)
Finance leases                 (4.1)      0.3   --         (0.3)     (4.1)
Total borrowings and finance   (365.6)    17.9  (0.3)      (25.7)    (373.7)
leases
                                                                
Total Net Debt                 (265.4)    10.0  (0.3)      (21.2)    (276.9)

                                                 
                                                 
                         Basic                    Diluted
                          Weighted    Weighted     Weighted     Weighted
             Shares      average     average      average      average     
              Outstanding shares      shares Year  shares       shares Year
                          Quarter     to date      Quarter      to date
December 2012 112,848,333 112,848,333 108,408,442 112,848,333 108,408,442 
March 2013    112,848,333 112,848,333 112,848,333  112,850,376  112,850,376 
                                                                      

Appendix: Supplemental Information for Lenders Under the First Lien Credit
Agreement

                           June 30, September30, December 31, March 31, LTM
                            2012     2012         2012         2013      
                           $m       $m           $m           $m        $m
Adjusted EBITDA             55.6     41.1         33.4         44.8      174.9
                                                                    
Secured facilities                                                   
First lien                                                           560.0
Total senior debt                                                    560.0
                                                                    
Other borrowings                                                     24.3
Total senior debt and other                                          584.3
                                                                    
Less:                                                                
Cash and cash equivalents                                            143.8
Bank deposits                                                        3.3
Total cash at bank                                                   147.1
                                                                    
Consolidated net debt                                                437.2
                                                                    
Net leverage                                                         2.5x

On March 26, 2013, we entered into an amendment and restatement agreement to
the First Lien Credit Agreement.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. The
principal difference is that Proforma Adjusted EBITDA excluded the
capitalization of Development Expenditure. Reporting periods prior to Q1 2013
have not been restated.

Exchange Rates

Exchange rates for US Dollar against Pounds Sterling for the four periods are
based on the closing mid-point spot rates at 4:00 pm (London time) derived
from WM /Reuters and as published by the Financial Times. Quarterly average
rates are calculated using the average of the daily rates during the relevant
period.Rates for the three months ended, March 31, 2012, June 30, 2012,
September 30, 2012, December 31, 2012, and March 31, 2013 were: 1.5704,
1.5831, 1.5791, 1.6059 and 1.5548 respectively.

Exchange rates for US Dollar against Pounds Sterling are based on the closing
mid-point spot rates at 4:00 pm (London time) derived from WM /Reuters and as
published by the Financial Times, and comprise 1.5978 for March 31, 2012;
1.5685 for June 30, 2012: 1.6148 for September 30, 2012, 1.6255 for December
31, 2012 and 1.5185 for March 31, 2013.

Monthly average rates are calculated using the average of the daily rates
during the month and comprise 1.5501 for January 2012; 1.5793 for February
2012; 1.5822 for March 2012; 1.5986 for April 2012; 1.5954 for May 2012;
1.5542 for June 2012; 1.5589 for July 2012; 1.5713 for August 2012: 1.6104 for
September 2012; 1.6081 for October 2012; 1.5965 for November 2012; 1.6133 for
December 2012, 1.5988 for January 2013; 1.5512 for February 2013; and 1.5077
for March 2013.

EVAC-F

CONTACT: Investor Relations:
        
         Ross Hawley
         Head of Investor Relations
         Edwards
         +44 (0)1293 528844
         investors@edwardsvacuum.com
        
         Monica Gould
         The Blueshirt Group
         +1 212 871-3927
         monica@blueshirtgroup.com

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