TIDMFFWD
RNS Number : 2522R
FastForward Innovations Limited
26 June 2020
FastForward Innovations Ltd / AIM: FFWD / Sector: Closed End
Investments
26 June 2020
FastForward Innovations Ltd
("FastForward", "FFWD" or the "Company")
Notice of Extraordinary General Meeting
Proposed updated Investing Policy
FastForward Innovations Ltd, the AIM quoted company focusing on
making investments in fast growing and industry leading businesses,
announces that it is today seeking general authority from
shareholders for an update to the Company's Investing Policy (the
'Proposed Investing Policy') and to increase the Company's
authority to issue further new Ordinary Shares.
A circular in which full details of the proposals are set out
(the 'Circular'), together with the Form of Proxy and a notice of
an Extraordinary General Meeting to be held at 11 New Street, St
Peter Port, Guernsey, GY1 2PF on 13 July 2020 at 4pm, have today
been posted to shareholders and published on the Company's website:
www.fstfwd.co .
Whilst not a dramatic shift from the existing policy adopted in
July 2015, in light of the recent changes to the board of the
Company, the Directors believe they will have greater flexibility
and the ability to generate shorter term returns for shareholders
by adopting a more balanced portfolio approach in regard to the
maturity of the companies they invest in. The primary sectors of
focus remain the same as do the operational jurisdictions and the
Directors believe that the current investment portfolio still fits
within the Proposed Investing Policy.
In addition to seeking shareholder approval, the Directors are
seeking an approval to increase the Company's authorised share
capital. At the AGM held in October 2019, nominal authority was
sought only for the issue of up to 10% of the issued capital of the
Company in order to issue shares under the share option programme
of the Company (if required). The Directors believe this would be
insufficient were it to need to raise further funds to make
additional investments when also taking into account the working
capital requirements of the Company. Therefore, in order to give
the Company maximum flexibility in implementing its Proposed
Investing Policy it is seeking shareholder approval to issue up to
100% of the current issued share capital.
As the Company is nearly fully invested, in order to make
further investments and take advantage of opportunities available
to it, it would either need to sell down investments which may not
be strategically advantageous or raise further funds through the
placing of new Ordinary Shares utilising such proceeds for new or
further investments. Being granted the authorities sought will give
the Company flexibility to do this.
Proposed Investing Policy
The Board proposes to invest in companies which, in normal
circumstances, individual retail investors may have limited access
to.
Investments sought will be in sectors which have, or have the
potential for, significant intellectual property, principally in
the wellness and life sciences sectors (including biotech,
longevity of life and pharmaceuticals) along with aligned
technology sectors (including artificial intelligence and digital
delivery). Equally the Board will consider investments in
established industries where the business is applying new
technologies and/or 'know how' to enhance its offering or taking
established business models or products to new markets. In keeping
with its desire to provide its shareholders with access to
investments they may otherwise not be able to participate in, the
Board also intends to apply a portion of the portfolio to
opportunistic investments which may, by exception, fall outside the
above criteria but represent good potential for short term returns.
Such investments will be limited at 15% of the Company's NAV and
would typically be in fundraisings by listed companies or as part
of an IPO.
Initially the geographical focus will be North America and
Europe, but investments may also be considered in other regions to
the extent that the Board considers that valuable opportunities
exist and positive returns can be achieved.
In selecting investment opportunities, the Board will focus on
businesses, assets and/or projects that are available at attractive
valuations and hold opportunities to unlock embedded value. In line
with the existing portfolio it is expected that investments will be
in SMEs with sub GBP100m valuations but with the potential for
significant growth. Where appropriate, the Board may seek to invest
in businesses where it may influence the business at a board level,
add its expertise to the management of the business, and utilise
its industry relationships and access to finance. The extent that
the Company will be a passive or active shareholder will depend on
the interest held and the maturity of the investee company.
The Company's interests in a proposed investment and/or
acquisition will range from minority positions to full ownership
and will comprise multiple investments. The proposed investments
may be in either quoted or unquoted companies; are likely to be
made by direct acquisitions or investments; and may be in
companies, partnerships, earn-in joint ventures, debt or other loan
structures, joint ventures or direct or indirect interests in
assets or businesses.
The Company will pursue a balanced portfolio of an even mixture
of early stage, pre-liquidity event and liquid investments which it
will aim to hold within the portfolio for 2-4 years, 6-24 months
and up to 12 months respectively. Whilst the target is to have the
portfolio split fairly evenly between the different stages of
liquidity there will be no set criteria for which the Company will
hold an investment and the proportion of the portfolio which will
be represented by each investment type.
There is no limit on the number of projects into which the
Company may invest. The Directors intend to mitigate risk by
appropriate due diligence and transaction analysis. The Board
considers that as investments are made, and new promising
investment opportunities arise, further funding of the Company may
also be required.
Where the Company builds a portfolio of related assets it is
possible that there may be cross holdings between such assets. The
Company does not currently intend to fund any investments with debt
or other borrowings but may do so if appropriate. Investments are
expected to be mainly in the form of equity, with debt potentially
being raised later to fund the development of such assets.
Investments in later stage assets are more likely to include an
element of debt to equity gearing. The Board may also offer new
Ordinary Shares by way of consideration as well as or in lieu of
cash, thereby helping to preserve the Company's cash for working
capital and as a reserve against unforeseen contingencies
including, for example, delays in collecting accounts receivable,
unexpected changes in the economic environment and operational
problems.
The Board will conduct initial due diligence appraisals of
potential businesses or projects and, where it believes that
further investigation is warranted, it intends to appoint
appropriately qualified persons to assist. The Board believes it
has a broad range of contacts through which it is likely to
identify various opportunities which may prove suitable. The Board
believes its expertise will enable it to determine quickly which
opportunities could be viable and so progress quickly to formal due
diligence. The Company will not have a separate investment manager.
The Board proposes to carry out a comprehensive and thorough
project review process in which all material aspects of a potential
project or business will be subject to rigorous due diligence, as
appropriate. Due to the nature of the sectors in which the Company
is focused it is unlikely that cash returns will be made in the
short to medium term on the majority of its portfolio; rather the
Company expects a focus on capital returns over the medium to long
term.
In preparing the Proposed Investing Policy, the Directors have
given consideration to their individual and collective expertise in
respect of the policy. Taking into account their experience with
the existing portfolio based on the current investing policy (which
as noted is not materially different to the Proposed Investing
Policy), as well as advising, raising funds for and investing in
multiple SMEs throughout their careers, the Board believes it has
sufficient experience and expertise to implement the Proposed
Investing Policy on behalf of shareholders. Please refer to the
Board's biographies as contained on the Company's website,
https://fstfwd.co/ .
Currently, the Company publishes its Net Asset Value (NAV) on a
half yearly basis, within the Interim and Annual Reports. Between
these dates, its policy is to update investors on material
developments within its portfolio companies which could have an
impact on the value of the Company's interest in that portfolio
company and expects this will continue under the Proposed Investing
Policy.
In the event the Proposed Investing Policy is not approved by
shareholders then the existing investing policy will continue to be
in effect.
A comparison of the proposed changes against the current
investment policy is included in Appendix A of the Circular.
Recommendation and Importance of the Vote
The Board considers that the Resolutions are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors would recommend that all Shareholders
vote in favour of the Resolutions and it is confirmed that the
Directors holding 1,774,024 shares in aggregate have confirmed
their intention to vote in favour of the resolutions. In addition
the Company has received irrevocable undertakings to vote in favour
of the Resolutions to be proposed at the EGM from Jim Mellon,
Galloway Limited (indirectly wholly owned by Jim Mellon) and Lorne
Abony in respect of a total aggregate of 31,126,933 Ordinary Shares
which represents 19.3% of the issued ordinary share capital as at
the date of this announcement.
Voting
Shareholders must complete the Form of Proxy in accordance with
the instructions printed thereon. To be valid, completed forms of
proxy must be returned by post or hand to, the Company's Secretary,
Vistra Fund Services (Guernsey) Limited, 11 New Street, St Peter
Port, Guernsey, GY1 3EG so as to arrive as soon as possible, and in
any event not later than 4 p.m. on 9 July 2020, (or, in the case of
an adjournment of the General Meeting, not later than 48 hours
before the time fixed for the holding of the adjourned meeting
(excluding any part of a day that is not a Business Day)).
In view of the restrictions placed upon travel, the limits on
the size of gatherings and the social distancing measures required
as a result of the Covid-19 pandemic, the general meeting will be
run as a closed meeting and shareholders will not be able to attend
in person. Shareholders are encouraged to appoint the chair of the
meeting as their proxy rather than a named person, or multiple
named persons, who will not be allowed to attend the meeting.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
** ENDS**
For further information on the Company please visit www.fstfwd.co or contact:
Ed McDermott / Lance FastForward Innovations Email: info@fstfwd.co
de Jersey Ltd
James Biddle / Roland Beaumont Cornish Limited, Tel: +44 (0) 207
Cornish Nomad 628 3396
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Graham Dickson Optiva Securities Limited, Tel: +44 (0) 203
Broker 411 1881
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Susie Geliher / Beth St Brides Partners Tel: +44 (0)207 236
Melluish Ltd, 1177
Financial PR
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END
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June 26, 2020 07:30 ET (11:30 GMT)
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