Schedule One - Forward Partners Group PLC | RNS | Ticker

Schedule One - Forward Partners Group PLC

RNS Announcement

RNS Number : 0714E

AIM

05 July 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Forward Partners Group Plc ("Forward Partners", the "Group" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Company Registered Office and Trading Address: Commercial Unit 2 Aurora Buildings, 124 East Road, London, United Kingdom, N1 6FD

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Company website address containing all information required by AIM Rule 26 from admission: www.forwardpartners.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Forward Partners, founded in 2013, is a venture capital fund headquartered in London, UK. The Group has made 65 equity investments in early stage, high growth British companies, to build a portfolio that has a net asset value ("NAV") of £103.0 million as of 31 March 2021. The Group's three divisions are traditional venture capital through Forward Ventures, equity-free revenue-based finance provider, Forward Advances and a specialised start-up advisory agency, Forward Studio.

Investing policy

The Group will seek to achieve its investment objective through investing in UK-based pre-seed and seed stage businesses which show strong growth potential and offer attractive risk weighted returns. Forward Ventures will typically seek to secure a significant minority stake in its investee businesses, while also maintaining an appropriate level of diversification within the portfolio with the majority of investments typically comprising under 10 per cent. of NAV.

Forward Partners will seek investments in digital businesses utilising eCommerce, marketplace and applied AI operating models, but will also consider investment opportunities outside its core focus which offer significant return potential and in which the Directors have the necessary expertise and experience to be able to identify and manage the opportunity.

Form of investment

Investments in early-stage businesses are expected to be in the form of equity, however, investments may also be by way of debt, convertible securities or investments in specific projects. The Directors intend to take positions primarily in unquoted companies, with suitable minority protection rights where appropriate and pre-emption rights in respect of follow-on funding. The Group frequently takes board positions at portfolio companies, depending on the profile and needs of the individual portfolio company with a view to maximising chances of success and to maintain operational efficiency for the Group.

It is envisaged that the Group will make initial investments of between £200,000 and £2 million. The same amount or more will then be made in follow on investments into the portfolio companies that the Directors believe are the most promising. In order to maximise the value of an investment, the Directors expect that investments will be held for the 5 years, however, the Company may dispose of investments outside this timeframe if an appropriate opportunity arises.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of £0.01 each in nominal value ("Ordinary Shares") for which Admission will be sought: TBC

Placing price per Ordinary Share: TBC pence

There are no restrictions as to the transferability of the Ordinary Shares.

No Ordinary Shares will be held in treasury on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary capital to be raised on Admission: £TBC million

Market capitalisation on Admission: £TBC million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Jonathan McKay (Non-Executive Chairman)

Nicholas "Nic" Gwyn Brisbourne (Chief Executive Officer)

Matthew "Matt" James Bradley (Chief Financial Officer)

Christopher Smith (Independent Non-Executive Director)

Susanne Given (Independent Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Holding (%) before admission	Holding (%) post admission
BlackRock total	81.7%	TBC
Neil Hutchinson	9.5%	TBC
Forward Internet Group Limited⁽¹⁾⁽²⁾	6.8%	TBC

Notes:

(1) Forward Internet Group Limited is indirectly wholly owned by Neil Hutchinson

(2) Forward Internet Group Limited has no current connection to the Company or any of its subsidiaries, save for the Company shareholding itself

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2020 (audited financial information)

(iii) 30 September 2021 (half yearly report for the six month period ended 30 June 2021)

30 June 2022 (annual accounts for the full year to 31 December 2021)

30 September 2022 (half yearly report for the six month period ended 30 June 2022)

EXPECTED ADMISSION DATE:

Mid July 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

NAME AND ADDRESS OF BROKER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at: www.forwardpartners.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

5 July 2021

NEW/ UPDATE:

New

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END

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RNS metadata

Title: Schedule One - Forward Partners Group PLC
Time: 07:00:07
Date: 5 Jul 2021
Category: Capital structure
ID: 0714E