Schedule One Update - Onward Opportunities Limited | RNS | Ticker

Schedule One Update - Onward Opportunities Limited

RNS Announcement

RNS Number : 0688U

AIM

24 March 2023

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:

Onward Opportunities Limited (the "Company")

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

3rd Floor, 1 Le Truchot, St Peter Port, Guernsey, GY1 1WD

COUNTRY OF INCORPORATION:

Guernsey

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

www.onwardopportunities.co.uk

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:

The Company was incorporated with limited liability in Guernsey under the Companies Law on 31 January 2023 as a non-cellular (close-ended) company limited by shares. The Company's investment objective is to generate returns for Shareholders through investments in equity and equity-related instruments of UK smaller companies that are predominantly listed or admitted to trading on markets operated by the London Stock Exchange. Returns are expected to be principally derived from capital growth over a target three to five-year holding period with an appropriate diversification of investment risk.

The Company has an independent Board of non-executive Directors. It has engaged FundRock Management Company (Guernsey) Limited (the "AIFM") as the alternative investment fund manager to provide portfolio and risk management services.

The AIFM has formally delegated portfolio management functions to Dowgate Wealth Limited (the "Portfolio Manager") as Portfolio Manager to the Company and the AIFM. The AIFM will retain risk management functions in relation to the Company and will be responsible for oversight of the portfolio management functions delegated to the Portfolio Manager. The Portfolio Manager has deep experience of investing in the UK smaller companies sector.

The Board and the Portfolio Manager believe that a structural market opportunity exists in the UK smaller companies sector which can be exploited through the deep industry experience of the Portfolio Manager. The Board and the Portfolio Manager consider that implementing an active investment approach to investment identification and position management can lead to increased returns by targeting these inefficiencies.

Investing Policy

The Company will seek to achieve its investment objective by investing primarily in equity and equity-related securities of UK smaller companies that are predominantly listed or admitted to trading on markets operated by the London Stock Exchange where it is considered that there is a material potential valuation upside that can be delivered from catalysing strategic, operational or management initiatives.

In order to ensure that the Company is able to maintain its approach of active engagement with investee companies, and to encourage and support value creation, the Company will typically target meaningful minority stakes in investee companies of between 5 per cent. and 25 per cent. of the issued share capital.

Whilst the Company has no limitation on the size of the companies in which it can invest, the Company typically expects to invest in companies with market capitalisations of no more than £250 million (with a particular focus on those below £100 million) at the time of investment. The Company will therefore focus on investments in the 'micro' smaller companies sector and on companies admitted to trading on AIM.

Investee companies will typically have certain of the following quantitative or tangible characteristics:

· balance sheet asset backing;

· a competitive advantage and/or strong management track record;

· attractive cash flow potential;

· visibility of earnings/future earnings improvement;

· potential for liquidity and/or exit in line with the Company's targeted hold period;

· scope for an active shareholder to trigger value creation; and/or

· foreseeable events and catalysts to unlock intrinsic value.

Investments may be either direct investments made by the Company or indirect investments made by the Company through similar funds or investment vehicles. The Company may make its investments for cash or for share consideration.

Although investments will not be restricted to specific sectors, the Company does not expect to pursue or make investments into companies in the biotechnology sector in companies directly involved in extractive industries (such as mining or oil and gas).

The Company will observe the following investment restrictions:

· the maximum investment in any single investee company will be no more than 15 per cent. of Net Asset Value at the time of investment

· no more than 10 per cent. of Gross Asset Value at the time of investment will be invested in securities listed or quoted on listing venues other than markets operated by the London Stock Exchange (without the explicit written consent of the Board);

· no more than 25 per cent. of Gross Asset Value at the time of investment(s) will be in unquoted securities including, inter alia, in unlisted shares or other unlisted instruments such as convertible loan notes issued by quoted companies, rights, options and warrants; bonds, and notes; and

· no more than 20 per cent., in aggregate, of the Gross Asset Value at the time of investment will be in other listed closed-ended investment funds.

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 nil par value each in the capital of the Company ("Ordinary Shares") for which Admission will be sought: 12,750,010

No Ordinary Shares are or will be held in treasury.

The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them.

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

Capital to be raised for the Company through the placing of new Ordinary Shares on Admission: £12.75 million

Anticipated market capitalisation on admission at the placing price: £12.75 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

60.78%

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):

Andrew Michael Henton - Independent Non-Executive Chair

Susan Anne Norman - Independent Non-Executive Director

Henry James Maurice Freeman - Independent Non-Executive Director

Luke Allen - 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	% of issued share capital immediately prior to Admission	% of issued share capital on Admission
Dowgate Wealth Limited discretionary clients*	-	40.67%
Ray Kelvin	-	9.89%
GPIM Limited	-	5.88%
Jay Patel	-	3.92%
Close Asset Management Limited	-	3.23%
Ben McKeown	-	3.14%
Dowgate Wealth Limited	50.00%	1.18%
Laurence Hulse	50.00%	0.78%
* held on behalf of discretionary client accounts managed by Dowgate Wealth Limited and not as principal.

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) N/A

(iii) 30 September 2023 (half year report for the six months ending 30 June 2023),

30 June 2024 (annual accounts for the year ending 31 December 2023) and

30 September 2024 (half year report for the six months ending 30 June 2024)

EXPECTED ADMISSION DATE:

30 March 2023

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc

6.7.8. Tokenhouse Yard

EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc

6.7.8. Tokenhouse Yard

EC2R 7AS

Dowgate Capital Limited

15 Fetter Lane

EC4A 1BW

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:

www.onwardopportunities.co.uk

The Company's admission document will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

AIC Code of Corporate Governance

DATE OF NOTIFICATION:

24 March 2023

NEW/ UPDATE:

Update

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END

AIMSEUFMDEDSEDD

RNS metadata

Title: Schedule One Update - Onward Opportunities Limited
Time: 08:00:01
Date: 24 Mar 2023
Category: Corporate updates
ID: 0688U