Publication & Posting of Scheme Document
21/12/2023 07:10
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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
RECOMMENDED 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 T + 1 Business Day
disablement in CREST of, Forward Shares
Scheme Record Time 6.00 p.m. on T + 1 Business Day
Suspension of dealings in Forward Shares on AIM by 7.30 a.m. on T + 2 Business Days
Effective Date T + 2 Business Days((7))
Cancellation of admission to trading of Forward Shares on AIM by 7.00 a.m. on T + 3 Business Days
Admission and commencement of dealings of the New Molten Shares on the Main by 8.00 a.m. on T + 3 Business Days
Market and the Euronext Dublin Market
Issuance of New Molten Shares T + 3 Business Days
CREST accounts of Forward Shareholders credited with New Molten Shares on or after 8.00 a.m. on T + 3 Business Days (but not later than 14 days after
the Effective Date)
Latest date for dispatch of share certificates for the New Molten Shares within 14 days of the Effective 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
(http://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 (http://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 (http://www.forwardpartners.com/theoffer) and
Molten's website at
https://investors.moltenventures.com/investor-relations/plc
(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.
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