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.
FOR IMMEDIATE
RELEASE
12 March 2024
RECOMMENDED ALL-SHARE
OFFER
FOR
FORWARD PARTNERS GROUP PLC ("FORWARD
PARTNERS" OR "FORWARD")
BY
MOLTEN VENTURES PLC
("MOLTEN")
COURT SANCTION OF THE SCHEME,
EXERCISE OF OPTIONS
On 27 November 2023, the boards of
directors 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 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"). A scheme document in relation
to the Scheme was published on 21 December 2023 (the "Scheme Document"). Capitalised terms used in this announcement, unless
otherwise defined, shall have the meanings given to them in
the Scheme Document.
On 17 January 2024, the Scheme was
approved by the Scheme Voting Shareholders at the Court Meeting and
the special resolution to implement the Scheme was passed by the
Forward Shareholders at the General Meeting.
Further to the announcement of 17
January 2024 in relation to the results of the Court Meeting and
the General Meeting and the announcement made on 15 February 2024
in relation to the satisfaction of all of the Conditions to the
Acquisition relating to change of control, Forward is pleased to
announce that the High Court of Justice in England and Wales has
today issued a Court Order sanctioning the Scheme under section 899
of the Companies Act pursuant to which the Acquisition is being
implemented ("Court
Sanction"). The Scheme will become Effective upon the
delivery of a copy of the Court Order to the Registrar of Companies
for registration, which is expected to occur on 14 March
2024.
Exercise of Options
Forward further provides
notification that an application has been made to the London Stock
Exchange for a total of 231,330 ordinary shares of £0.01 each to be
admitted to trading on AIM, following vesting and exercise of
outstanding FY23 Options granted pursuant to the Forward LTIP, as
determined by the Forward Remuneration Committee (such vesting and
exercise having taken place conditional upon Court Sanction). It is
expected that admission of such shares will take effect at 8.00
a.m. on 13 March 2024, following which the relevant shares will be
allotted and issued in order to satisfy the FY23
Options.
Next steps
The Scheme remains conditional on
the delivery of a copy of the Court Order to the Registrar of
Companies, which is expected to occur on 14 March 2024 and a
further announcement will be made at that time. Forward
confirms that the Scheme Record Time will be 6.00 p.m. on 13 March
2024. Scheme Shareholders whose names appear on Forward's register
of members at the Scheme Record Time will, upon the Scheme becoming
Effective in accordance with its terms, be entitled to receive
consideration as provided for in the Scheme Document.
An application has been made to the
London Stock Exchange for the suspension of dealings in Forward
Shares on AIM with effect from 7.30 a.m. on 14 March 2024. The last
day and time for dealings in, and for registrations of transfers
of, and disablement in CREST of, Forward Shares will therefore be
13 March 2024 at 6.00 p.m., and once suspended, it is not expected
that trading in Forward Shares will recommence.
It is expected that, subject to the
Scheme becoming Effective on 14 March 2024, the cancellation of the
admission to trading of Forward Shares on AIM will take place by
7.00 a.m. on 15 March 2024.
By 7.00 a.m. on 15 March 2024, share
certificates in respect of Forward Shares will cease to be valid
and entitlements to Forward Shares held within the CREST system
will be cancelled.
A further announcement will be made
when the Scheme has become Effective.
There has been no change to the
expected timetable of principal events relating to the Scheme that
was set out in the announcement by the Boards of Forward and Molten
dated 15 February 2024.
All times shown are London times. If
any of the expected times and/or dates above change, the revised
times and/or dates will be notified to Forward Shareholders by
announcement through a Regulatory Information Service, with such
announcement being made available on Forward Partners' website
at www.forwardpartners.com/theoffer
and Molten's website at
https://investors.moltenventures.com/investor-relations/plc.
Enquiries:
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
Anake Singh
Alma
PR
+44 (0)20 3405 0205
(Financial PR
Adviser to Forward Partners)
David Ison
Andy Bryant
Will Ellis Hancock
Travers Smith LLP is retained as legal adviser
to Forward Partners in connection with the Acquisition.
Important
notices
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.
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. 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.
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 10th 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
10th 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.
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 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)371384 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.