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

~~May~~July 179, 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 -Raises ~~Audit &~~Guidance for ~~Risk~~the ~~Committee~~Second ~~Membership~~Quarter ~~non-compliance~~of ~~with NASDAQ Listing Rules~~2013

Crawley, West Sussex, United Kingdom, ~~— May~~July 179, 2013 — In advance of management’s attendance at the Semicon West 2013 conference in San Francisco, Edwards Group Limited (NASDAQ: EVAC) (“Edwards” or the “Company”) ~~announced~~ today ~~that~~revised ~~following~~its ~~the~~financial ~~appointment~~guidance offor ~~Mr. Jim~~the ~~Gentilcore~~second asquarter ~~Chief~~ended ~~Executive Officer on March~~June 130, 2013, itbased ~~has~~on ~~recently~~an ~~received~~analysis aof ~~NASDAQ~~preliminary ~~Staff~~unaudited ~~Deficiency Letter (the “Letter”) from NASDAQ~~results.

The ~~Letter~~following ~~notifies~~highlights ~~Edwards~~of ~~that~~expected ~~its~~results ~~Audit~~for ~~and Risk Committee (~~the ~~“Committee”)~~second ~~now~~quarter ~~fails~~are topreliminary ~~comply~~and ~~with~~are ~~NASDAQ~~subject ~~Listing~~to ~~Rule 5605~~change ~~which~~pending ~~requires~~ the ~~Committee~~full torelease ~~consist~~ of atthe ~~least~~Company’s ~~three~~fiscal ~~independent~~second ~~directors. However,~~quarter ~~consistent~~results ~~with~~expected ~~Listing~~on ~~Rule~~July ~~5605(c)(4)~~30, ~~NASDAQ will provide Edwards with a cure period in order to regain compliance by March 3, 2014~~2013.

~~The~~· Revenue ~~Board~~in ~~of Directors has commenced an active search to locate a suitable independent director to replace Mr. Gentilcore on~~ the ~~Committee.~~range ~~The~~of ~~Company~~£162 ~~intends~~ to ~~submit~~£164 ~~to NASDAQ~~million, ~~documentation,~~above ~~including~~previous aguidance ~~biography~~ of ~~any~~£145 ~~new~~to ~~independent~~£160 ~~director, evidencing compliance with the NASDAQ Listing Rules within the applicable cure period~~million.

~~About~~· Adjusted ~~Edwards~~net income also expected to come in well above the previous guidance of £12 to £15 million.

Jim Gentilcore, CEO of Edwards, issaid, a“We ~~leading~~are ~~developer~~very ~~and~~pleased ~~manufacturer~~with ofthe ~~sophisticated~~strong ~~vacuum~~top-line ~~products~~growth achieved in the second quarter, ~~abatement~~which ~~systems~~has ~~and~~exceeded ~~related~~the ~~value-added~~guidance ~~services~~we provided on our first quarter earnings call on April 30, 2013. ~~These~~At ~~are~~that ~~integral~~time towe ~~manufacturing~~indicated ~~processes~~we saw the potential for ~~semiconductors,~~continued ~~flat~~momentum ~~panel~~through ~~displays~~the period in semiconductor revenues in particular. This can be seen to have happened, ~~LEDs~~with ~~and~~additional ~~solar~~support ~~cells;~~from ~~are~~Flat ~~used~~Panel ~~within~~revenues. It anis ~~increasingly~~too ~~diverse~~early ~~range~~to ofjudge ~~industrial~~the ~~processes~~degree ~~including~~to ~~power,~~which ~~glass~~these ~~and~~orders ~~other~~reflect ~~coating~~pull-ins ~~applications~~from Q3, ~~steel~~or ~~and~~incremental ~~other~~orders ~~metallurgy,~~principally ~~pharmaceutical~~from ~~and~~our ~~chemical;~~major end-user customers and ~~for~~we ~~both~~look ~~scientific~~forward ~~instruments~~to ~~and~~updating athe ~~wide~~market ~~range~~in more detail at the end of ~~R&D~~the ~~applications~~month.”

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.Contacts

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:

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

~~Cautionary Statement Concerning~~ Forward -Looking Statements

This ~~release~~document ~~includes~~may include forward-looking statements, ~~beliefs~~such oras ~~opinions, including~~ statements ~~with~~regarding ~~respect~~the toCompany’s ~~our~~ business strategy, financial condition, results of operations and ~~plans.~~market ~~These forward-looking statements involve known and unknown risks and uncertainties~~data, ~~many~~as ofwell 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~~By ~~statements~~their ~~may~~nature, ~~and~~forward-looking ~~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~~numerous ~~relating~~factors, torisks ~~future events~~ and ~~other risks,~~ uncertainties ~~and~~that ~~assumptions~~could ~~relating~~cause toactual ~~the~~outcomes ~~Company’s~~and ~~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~~be ~~and~~materially ~~many~~different offrom ~~which~~those ~~are beyond the Company’s control~~projected. ~~These~~Readers ~~risks, uncertainties and assumptions include, but~~ are cautioned not ~~limited~~ to, ~~the~~place ~~following:~~undue ~~conditions~~reliance inon ~~the~~these ~~global~~forward-looking ~~credit~~statements. ~~markets~~Except ~~and~~for ~~the~~any ~~economy,~~ongoing ~~including~~obligation ~~volatile~~to ~~conditions~~disclose inmaterial ~~Europe;~~information ~~capital~~as ~~expenditure~~required ~~cycles~~by in the ~~semiconductor~~United ~~and~~States ~~emerging~~federal ~~technologies~~securities ~~(FPD~~laws, ~~Solar PV and LED) manufacturing industries;~~ the Company’s ~~ability~~does tonot ~~forecast~~have ~~demand~~any ~~for~~intention ~~its~~or ~~products~~obligation ~~and~~to ~~services;~~publicly ~~growth~~update inor ~~various~~revise ~~end~~any forward-~~markets;~~looking ~~the~~statements ~~Company’s~~after ~~ability to maintain existing customer relationships;~~ the Company’s ~~ability~~distributes tothis ~~timely~~document, ~~and~~whether ~~successfully develop and commercialize new products; the Company’s ability~~ to ~~meet~~reflect ~~customers’~~any ~~quality~~future ~~standards,~~events ~~specifications,~~or ~~process-related~~circumstances ~~performance requirements~~ or ~~delivery~~otherwise. ~~schedules;~~For ~~maintenance~~a ofdiscussion ~~the efficiency~~ of ~~the~~potential ~~Company’s~~risks ~~supply~~and ~~chain~~uncertainties, ~~the~~please ~~prices~~refer ~~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~~risk ~~ability~~factors tolisted ~~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;~~SEC ~~risks~~filings. ~~associated~~Copies ~~with~~of 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~~SEC offilings ~~financial~~are ~~indebtedness~~available ~~and~~from ~~operating and financial restrictions in~~ the ~~First~~SEC ~~Lien~~website, ~~Credit Agreement~~www.sec.gov.

~~EVAC-F~~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’ 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 17, 2013	EDWARDS GROUP LIMITED
Dated: July 9, 2013	EDWARDS GROUP LIMITED
	By:	/s/ Adam Ramsay
	Name:	ADAM RAMSAY
	Title:	~~LEGAL~~GENERAL ~~DIRECTOR~~COUNSEL

Filing Compare · Edwards Group Ltd