TIDMFWD TIDMGROW
RNS Number : 5965X
Forward Partners Group PLC
21 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS,
PROSPECTUS EQUIVALENT DOCUMENT OR SCHEME DOCUMENT AND INVESTORS
SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE
ACQUISITION OR NEW MOLTEN SHARES EXCEPT ON THE BASIS OF INFORMATION
IN THE SCHEME DOCUMENT.
21 December 2023
RECOMMED ALL-SHARE OFFER
FOR
FORWARD PARTNERS GROUP PLC ("FORWARD PARTNERS" OR "FORWARD")
BY
MOLTEN VENTURES PLC ("MOLTEN")
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Publication and Posting of Scheme Document
Introduction
On 27 November 2023, the boards of Molten and Forward Partners
announced that they had reached agreement on the terms and
conditions of a recommended all-share offer pursuant to which
Molten will acquire the entire issued and to be issued share
capital of Forward Partners (other than the Forward Shares already
beneficially owned by any member of the Molten Group) (the
"Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
Publication and posting of the Scheme Document
The board of Forward Partners is pleased to confirm that it has
today published a circular in respect of the Scheme (the "Scheme
Document"), together with the Forms of Proxy for the Court Meeting
and General Meeting. The Scheme Document sets out, amongst other
things, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act, an expected
timetable of principal events, notices of the Court Meeting and
General Meeting and details of the actions to be taken by Scheme
Shareholders and Forward Shareholders respectively in connection
therewith.
Capitalised terms used in this Announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document.
Alongside the Letter from the Chair of Forward Partners, Forward
Shareholders' attention is drawn to the Explanatory Statement set
out in Part 2 (Explanatory Statement), the conditions set out in
Part 3 (Conditions to and Further Terms of the Scheme and the
Acquisition), the full terms of the Scheme set out in Part 4 (The
Scheme of Arrangement), the additional information set out in Part
7 (Additional Information), the notices of the Meetings set out in
Parts 9 (Notice of Court Meeting) and 10 (Notice of General
Meeting), and the valuation reports set out in Part 11 (Forward
Rule 29 Report) and Part 12 (Molten Rule 29 Report) of the Scheme
Document respectively.
Hard copies of the Scheme Document (or, depending on Forward
Shareholders' communication preferences, a notification or email
giving details of the website where the Scheme Document may be
accessed) and Forms of Proxy for the Court Meeting and the General
Meeting will be sent to Forward Shareholders, other than to Forward
Shareholders in Restricted Jurisdictions and, for information only,
to holders of options under the Forward LTIP.
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents (including information
incorporated by reference into such documents by reference to
another source) in hard copy form free of charge. A hard copy of
the Scheme Document (and any other document, announcement and
information relating to the Acquisition) may be requested by
contacting Forward's Registrars at Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA or on 0371 384 2050 (or
+44 371 384 2050 if calling from outside the UK).
A copy of this Announcement, the Scheme Document, together with
all information incorporated by reference into the Scheme Document
and the documents required to be published pursuant to Rules 26.1
and 26.2 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Forward's website at
www.forwardpartner.com/theoffer and Molten's website at
https://investors.moltenventures.com/investor-relations/plc.
Neither the content of Forward's website nor the content of
Molten's website is incorporated into, or forms part of, this
Announcement.
Voting at the Court Meeting and the General Meeting
The Scheme will require approval at a meeting of Scheme Voting
Shareholders convened with the permission of the Court to be held
at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL
at 1.30 p.m. on 17 January 2024. Implementation of the Scheme will
also require the approval of Forward Shareholders of the Special
Resolution relating to the Acquisition to be proposed at the
General Meeting. The General Meeting will be held at the same place
as the Court Meeting, at 1.45 p.m. (or as soon thereafter as the
Court Meeting concludes or is adjourned). Notice of the Court
Meeting and the General Meeting are set out in the Scheme
Document.
The Forward Directors are unanimously recommending that Scheme
Voting Shareholders vote to approve the Scheme at the Court Meeting
and that Forward Shareholders vote in favour of the Special
Resolution at the General Meeting, as the Forward Directors have
irrevocably undertaken to do (or procure to be done) in respect of
their own holdings of Forward Shares or those Forward Shares over
which they have control, being, in aggregate, 1,022,920 Forward
Shares representing approximately 0.76 per cent. of the issued
ordinary share capital of Forward, and approximately 0.77 per cent.
of the Scheme Voting Shares in issue, as at the Latest Practicable
Date.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of Scheme Voting Shareholders'
opinions. Scheme Voting Shareholders are therefore strongly urged
to complete, sign and return Forms of Proxy or appoint a proxy
online or through the CREST electronic proxy appointment service as
soon as possible.
Recommendation
The Forward Directors, who have been so advised by Liberum as to
the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to
the Forward Directors, Liberum has taken into account the
commercial assessments of the Forward Directors. Liberum is
providing independent financial advice to the Forward Directors for
the purposes of Rule 3 of the Takeover Code.
Accordingly, in order to implement the Acquisition, the Forward
Directors unanimously recommend that Scheme Voting Shareholders
vote in favour of the Scheme at the Court Meeting and Forward
Shareholders vote in favour of the Special Resolution to be
proposed at the General Meeting, as the Forward Directors have
irrevocably undertaken to do in respect of their own beneficial
holdings.
Forward Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Cancellation of admission to trading of Forward Shares
Before the Scheme becomes Effective, it is intended that
applications will be made to the London Stock Exchange for the
cancellation of trading of the Forward Shares on AIM, with effect
from or shortly following the Effective Date (but for the avoidance
of doubt such cancellation shall not take effect before the
Effective Date). The last day of dealings in, and for registration
of transfers of, Forward Shares on AIM is expected to be the
Business Day immediately prior to the Effective Date.
Forward LTIP
The Scheme will apply to any Forward Shares that are
unconditionally allotted, issued or transferred before the Scheme
Record Time to satisfy the exercise of options granted under the
Forward LTIP. Participants in the Forward LTIP will be contacted
separately regarding the effect of the Scheme on their rights under
the Forward LTIP and with details of the arrangements applicable to
them (the "LTIP Letters").
A short summary of the effect of the Scheme on the outstanding
options granted under the Forward LTIP and the proposals that
Molten has agreed to make to the holders of such options is set out
in the Scheme Document (further details being available in Schedule
2 to the Cooperation Agreement and the LTIP Letters).
Expected timetable of principal events
The following indicative timetable is based on Forward's and
Molten's current expected dates for the implementation of the
Scheme and is subject to change. If any of the dates and/or times
in this expected timetable change, the revised dates and/or times
will be notified to Forward Shareholders by announcement through a
Regulatory Information Service of the London Stock Exchange.
Event Time and/or date
Publication of the Scheme Document 21 December 2023
Latest time for lodging Forms of
Proxy or for submitting proxy instructions
via the CREST electronic proxy appointment
service or through www.sharevote.co.uk
for the:
Court Meeting (BLUE Form of Proxy) 1.30 p.m. on 15 January 2024(1)
General Meeting (WHITE Form of Proxy) 1.45 p.m. on 15 January 2024(2)
Voting Record Time 6.30 p.m. on 15 January 2024(3)
Court Meeting 1.30 p.m. on 17 January 2024
General Meeting 1.45 p.m. on 17 January 2024(4)
The following dates are indicative only and are subject to change(5)
Publication of the Molten Prospectus A date expected to be during
February 2024 but in any event
prior to "T"
Scheme Sanction Hearing A date expected to fall during
March 2024 ("T")(6)
Last day of dealings in, and for
the registration of transfers of,
and disablement in CREST of, Forward
Shares T + 1 Business Day
Scheme Record Time 6.00 p.m. on T + 1 Business Day
Suspension of dealings in Forward by 7.30 a.m. on T + 2 Business
Shares on AIM Days
Effective Date T + 2 Business Days(7)
Cancellation of admission to trading by 7.00 a.m. on T + 3 Business
of Forward Shares on AIM Days
Admission and commencement of dealings
of the New Molten Shares on the
Main Market and the Euronext Dublin by 8.00 a.m. on T + 3 Business
Market Days
Issuance of New Molten Shares T + 3 Business Days
CREST accounts of Forward Shareholders on or after 8.00 a.m. on T +
credited with New Molten Shares 3 Business Days (but not later
than 14 days after the Effective
Date)
Latest date for dispatch of share
certificates for the New Molten within 14 days of the Effective
Shares Date
Long Stop Date 30 June 2024(8)
1) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 1.30 p.m. on 15 January 2024 or,
if the Court Meeting is adjourned, 48 hours prior to the time and
date set for any adjourned Court Meeting (excluding any part of
such 48-hour period falling on a non-working day). If the BLUE Form
of Proxy for the Court Meeting is not returned by such time, it may
be handed to a representative of Forward's Registrars, on behalf of
the Chair of the Court Meeting, or to the Chair of the Court
Meeting before the start of the Court Meeting (or any adjournment
of it) and it will be valid.
2) In order to be valid, the WHITE Forms of Proxy for the
General Meeting must be lodged not later than 1.45 p.m. on 15
January 2024 or, if the General Meeting is adjourned, 48 hours
prior to the time and date set for any adjourned General Meeting
(excluding any part of such 48-hour period falling on a non-working
day).
3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.30 p.m. on the date which is two days (excluding
non-working days) prior to the date set for such adjourned
Meeting.
4) To commence at 1.45 p.m. or as soon thereafter as the Court
Meeting shall have concluded or adjourned.
5) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies. Forward will give adequate notice of all of these dates
and times, when known, by issuing an announcement through a
Regulatory Information Service, with such announcement being made
available on Forward's website at www.forwardpartners.com/theoffer.
Further updates and changes to these times will be notified in the
same way. Participants in the Forward LTIP will be contacted
separately to inform them of the effect of the Scheme on their
rights under the Forward LTIP, including details of any appropriate
proposals being made and dates and times relevant to them.
6) Subject to satisfaction of certain regulatory conditions as
set out in Part 3 (Conditions to and Further Terms of the Scheme
and the Acquisition) of the Scheme Document.
7) Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Registrar of Companies. This
is presently expected to occur within two Business Days after the
date of the Scheme Sanction Hearing, subject to satisfaction or
(where capable of waiver) waiver of the Conditions.
8) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Forward and Molten may agree in writing (with the
Panel's consent and as the Court may approve (should such
approval(s) be required)).
Enquiries:
Molten Ventures plc
+44 (0)20 7931 8800
Martin Davis (Chief Executive Officer)
Ben Wilkinson (Chief Financial Officer)
Numis Securities Limited (trading as Deutsche Numis) +44 (0)20
7260 1000
(Lead Financial Adviser, Joint Bookrunner and Joint Corporate
Broker to Molten)
Simon Willis
Jamie Loughborough
Iqra Amin
George De Felice
Goodbody Stockbrokers UC, trading as Goodbody +44 (0) 20 3841
6202
(Joint Financial Adviser, Joint Bookrunner, Joint Corporate
Broker and Euronext Dublin Sponsor to Molten)
Don Harrington
Dearbhla Gallagher
Will Hall
Powerscourt
(Financial PR Adviser to Molten)
Elly Williamson
+44 (0)7970 246 725
Nick Hayns +44 (0)7880 744 379
Forward Partners Group plc Via Alma PR
Nic Brisbourne (Chief Executive Officer)
Liberum Capital Limited +44 (0)20 3100 2222
(Rule 3 Adviser, Financial Adviser, Nominated Adviser and
Corporate Broker to Forward Partners)
Chris Clarke
Mark Harrison
Lauren Kettle
Miquela Bezuidenhoudt
Anake Singh
Alma PR +44 (0)20 3405 0205
(Financial PR Adviser to Forward Partners)
David Ison
Andy Bryant
Will Ellis Hancock
Gowling WLG (UK) LLP is retained as legal adviser to Molten in
connection with the Acquisition and Travers Smith LLP is retained
as legal adviser to Forward Partners in connection with the
Acquisition.
Important notices
Numis Securities Limited (which is trading for these purposes as
Deutsche Numis) ("Deutsche Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as lead financial adviser, joint bookrunner and joint corporate
broker to Molten and no one else in connection with the Acquisition
and the matters set out in this Announcement. Deutsche Numis will
not regard any other person as its client in relation to the
Acquisition or any other matter or arrangement set out in this
Announcement and will not be responsible to anyone other than
Molten for providing the protections afforded to clients of
Deutsche Numis, nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to in this
Announcement. Neither Deutsche Numis nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in
connection with the Acquisition, this Announcement, any statement
contained herein or otherwise. No representation or warranty,
express or implied, is made by Deutsche Numis as to the contents of
this Announcement.
Goodbody Stockbrokers UC, trading as Goodbody ("Goodbody"),
which is regulated in Ireland by the Central Bank of Ireland and
regulated in the United Kingdom by the FCA, is acting exclusively
as joint financial adviser, joint bookrunner, joint corporate
broker and Euronext Dublin sponsor to Molten and no one else in
connection with the Acquisition and the matters set out in this
Announcement. Goodbody will not regard any other person as its
client in relation to the Acquisition or any other matter or
arrangement set out in this Announcement and will not be
responsible to anyone other than Molten for providing the
protections afforded to clients of Goodbody, nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this Announcement. Neither Goodbody nor
any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Goodbody in connection with the Acquisition, this
Announcement, any statement contained herein or otherwise. No
representation or warranty, express or implied, is made by Goodbody
as to the contents of this Announcement.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Rule 3
adviser, financial adviser, nominated adviser and corporate broker
exclusively for Forward Partners and no one else in connection with
the Acquisition and the matters set out in this Announcement.
Liberum will not regard any other person as its client in relation
to the Acquisition or any other matter or arrangement set out in
this Announcement and will not be responsible to anyone other than
Forward Partners for providing the protections afforded to clients
of Liberum, nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this
Announcement. Neither Liberum nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Liberum in
connection with the Acquisition, this Announcement, any statement
contained herein or otherwise. No representation or warranty,
express or implied, is made by Liberum as to the contents of this
Announcement.
Overseas Shareholders
This Announcement has been prepared in accordance with, and for
the purpose of complying with, the laws of England and Wales, the
Takeover Code and the Disclosure Guidance and Transparency Rules
and information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom. Nothing in this Announcement should be relied on for any
other purpose.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by the laws and/or regulations of those jurisdictions
and therefore persons into whose possession this Announcement comes
who are subject to the laws and/or regulations of any jurisdiction
other than the United Kingdom should inform themselves about and
observe any such applicable laws and/or regulations in their
jurisdiction. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Scheme Voting Shares
or Forward Shares (as applicable) with respect to the Scheme at the
Court Meeting or the Special Resolution at the General Meeting, or
to appoint another person as proxy to vote at the Court Meeting or
the General Meeting on their behalf, may be affected by the laws of
the relevant jurisdiction in which they are located. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Molten or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, in whole or in part,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Scheme by any such use, means,
instrumentality or form from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Restricted
Jurisdiction. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from or within any Restricted
Jurisdiction.
The Acquisition will be subject to the applicable requirements
of the Companies Act, the Court, the Takeover Code, the Panel, the
Listing Rules, the Irish Listing Rules, the AIM Rules, the FCA, the
Central Bank of Ireland, the London Stock Exchange and Euronext
Dublin.
Additional information for US investors in Forward Partners
Forward Shareholders in the United States should note that the
Acquisition relates to the securities of an English company and is
proposed to be effected by means of a scheme of arrangement
provided for under, and governed by, English company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act. Accordingly, the Acquisition is subject
to the procedural and disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement, which
differ from the procedural and disclosure requirements of the
United States tender offer and proxy solicitation rules. However,
if, in the future, Molten exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend the
offer into the United States, the Takeover Offer will be made in
compliance with applicable United States laws and regulations, to
the extent any exemptions thereunder are not applicable. Such
Takeover Offer would be made by Molten and no one else.
The financial information that is included in this Announcement
or included in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document), or any
other documents relating to the Acquisition, has been or will have
been prepared in accordance with IFRS and thus may not be
comparable to the financial information of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
The New Molten Shares to be issued under the Scheme have not
been and will not be registered under the US Securities Act or
under any laws or with any securities regulatory authority of any
state or other jurisdiction of the United States and may only be
offered or sold in the United States in reliance on an exemption
from the registration requirements of the US Securities Act and
applicable US state securities laws. The New Molten Shares are
expected to be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof.
For the purposes of qualifying for the exemption from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10) thereunder, Forward Partners will advise the Court
that its sanctioning of the Scheme will be relied on by Molten as
an approval of the Scheme following a hearing on the fairness of
the terms and conditions of the Scheme to Forward Shareholders, at
which Court hearing all Forward Shareholders are entitled to attend
in person or through counsel to support or oppose the sanctioning
of the Scheme and with respect to which notification will be given
to all such holders.
None of the securities referred to in this announcement have
been approved or disapproved by the Securities Exchange Commission
or any US state securities commission, nor have any such
authorities passed judgment upon the fairness or the merits of the
Acquisition or determined if this Announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the United States.
US holders of Forward Shares should also be aware that the
transaction contemplated herein may have tax consequences for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws and that such
consequences, if any, are not described herein. US holders of
Forward Shares are therefore urged to consult with independent
professional advisors regarding the legal, tax and financial
consequences of the Acquisition applicable to them.
It may be difficult for US holders of Forward Shares to enforce
their rights and any claims arising out of US federal securities
laws, since each of Molten and Forward Partners is incorporated
outside the United States, and some or all of their respective
officers and directors may be residents of, and some or all of
their respective assets may be located in, countries other than the
United States. US holders of Forward Shares may have difficulty
effecting service of process within the United States upon those
persons or recovering against judgments of US courts, including
judgments based upon the civil liability provisions of the US
federal securities laws. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgment.
In accordance with normal practice in the UK and consistent with
Rule 14e-5(b) of the US Exchange Act, Molten, certain affiliated
companies and their nominees or brokers (acting as agents) may from
time to time make certain purchases of, or arrangements to
purchase, shares in Forward Partners outside the United States,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be
made they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information
about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Further details in relation to US investors in Forward Partners
are contained in the Scheme Document.
Forward-looking statements
This Announcement (including information incorporated by
reference into this Announcement), oral statements made regarding
the Acquisition, and other information published by Molten or
Forward Partners contain statements about Molten, Forward Partners
and/or the Enlarged Molten Group that are, or may be deemed to be,
forward-looking statements. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of Molten and
Forward Partners about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Molten and Forward Partners, the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "targets",
"plans", "expects", "aims", "budget", "scheduled", "continue",
"estimates", "forecasts", "projects", "hopes" "intends",
"anticipates" or "believes", or variations of such words or words
or terms of similar substance or the negative thereof and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Forward looking statements include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Molten's or Forward Partners' or the Enlarged Molten Group's
operations and potential synergies resulting from the Acquisition;
(iii) macroeconomic conditions and the prevailing environment for
venture capital investing; and (iv) the effects of government
regulation on Molten's or Forward Partners' or the Enlarged Molten
Group's business.
Although Molten and Forward Partners believe that the
expectations reflected in such forward-looking statements are
reasonable, neither Molten nor Forward Partners can give assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Acquisition;
the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed
terms; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; general investor sentiment; the
anticipated benefits from the Acquisition not being realised as a
result of changes in general economic and market conditions in the
countries in which Molten and Forward Partners operate; weak,
volatile or illiquid capital and/or credit markets; changes in the
degree of competition in the geographic and business areas in which
Molten and Forward Partners operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Statements of estimated cost savings and synergies related to
future actions and circumstances, by their nature, involve risks,
uncertainties and contingencies. As a result, any cost savings or
synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially
different from those estimated.
Neither Molten or Forward Partners, nor any of their respective
associates or directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement will actually occur. Given the uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date of
this Announcement. All subsequent oral or written forward-looking
statements attributable to Molten or Forward Partners or any of
their respective members, directors, officers, employees or
advisers or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Molten and Forward Partners disclaim any obligation to update any
forward-looking or other statements contained in this Announcement,
except as required by applicable law or regulation, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Molten or Forward Partners for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Molten or
Forward Partners.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10(th)
Business Day (as defined in the Takeover Code) following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10(th) Business Day (as defined
in the Takeover Code) following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on+44 (0)
20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
Implementation by way of a Takeover Offer
Subject to obtaining the consent of the Panel and, where
required by the terms of the Cooperation Agreement, the prior
written consent of Forward, Molten reserves the right to elect to
implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, such Takeover Offer will
be implemented on the same terms as those which would apply to the
Scheme (subject to appropriate amendments including (without
limitation) the inclusion of an acceptance condition which, unless
otherwise agreed between Molten and Forward or otherwise required
by the Panel, will be set at not more than 90 per cent. (or such
lesser percentage as may be agreed between Forward and Molten in
writing after, to the extent necessary, consultation with the
Panel, being in any case more than 50 per cent. of the voting
rights attaching to the Forward Shares) of the shares to which the
Acquisition relates and those amendments required by, or deemed
appropriate by, Molten under applicable law). Further, if
sufficient acceptances of such Takeover Offer are received and/or
sufficient Forward Shares are otherwise acquired, it is the
intention of Molten to apply the provisions of the Companies Act to
acquire compulsorily any outstanding Forward Shares to which such
Takeover Offer relates.
Publication of this Announcement on websites and availability of
hard copies
A copy of this Announcement and the documents required to be
published pursuant to Rules 26.1 and 26.2 of the Takeover Code will
be available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Forward Partners' website
at www.forwardpartners.com/theoffer and Molten's website at
https://investors.moltenventures.com/investor-relations/plc by no
later than 12.00 p.m. on the Business Day following the date of
this Announcement.
For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any
hyperlinks is incorporated into or forms part of this
Announcement.
In accordance with Rule 30.3 of the Takeover Code, Forward
Shareholders and participants in the Forward Partners LTIP may
request a hard copy of this Announcement by contacting Forward
Partners' registrar, Equiniti, between 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (except public holidays in England
and Wales) on +44 (0)371 384 2050 (calls to this number are charged
at the standard national or international rate and will vary by
provider) or by submitting a request in writing to Equiniti at
Aspect House, Spencer Road, Lancing, West Sussex, United Kingdom,
BN99 6DA. Please note that Equiniti cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Information relating to Forward Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Forward Shareholders and other relevant
persons for the receipt of communications from Forward Partners may
be provided to Molten during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule
2.11(c) of the Takeover Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an exact
arithmetic aggregation of the figures that precede them.
This information is provided by RNS, the news service of the
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END
ODPTBBRTMTMTMFJ
(END) Dow Jones Newswires
December 21, 2023 02:10 ET (07:10 GMT)
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