REG - Molten Ventures PLC Forward Partners Grp - Publication of Prospectus

Forward PartnersAnnouncement

08/02/2024 15:00

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RNS Number : 5387C  Molten Ventures PLC  08 February 2024

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.

Molten Ventures plc

("Molten" or the "Company")

8 February 2024

Publication of Prospectus

Molten Ventures plc (dual listed, LSE: GROW, Euronext Dublin: GRW), a leading
venture capital firm investing in and developing high growth digital
technology businesses, is pleased to announce the publication of a prospectus
(the "Prospectus") today in connection with the prior issue and admission of
21,261,548 ordinary shares of £0.01 each ("Issue Shares") on 15 December 2023
pursuant to an equity fundraise (the "Issue") and proposed issue of up to
14,792,679 new ordinary shares of £0.01 each ("New Molten Shares") in
connection with the recommended all-share acquisition of Forward Partners
Group Plc (the "Acquisition").

As the Issue Shares that have been issued pursuant to the Issue and the New
Molten Shares proposed to be issued to Scheme Shareholders pursuant to the
Acquisition represent, in aggregate, 20.7 per cent. of Molten's issued share
capital, the Prospectus is being published in order to 'reset' Molten's 20 per
cent capacity to issue further Molten Shares by way of further issues afforded
under the Prospectus Regulation and EU Prospectus Regulation.

The Acquisition is intended to be implemented by way of a court-sanctioned
scheme of arrangement between Forward and Scheme Shareholders under Part 26 of
the Companies Act. The Scheme Document was published by Forward on 21 December
2023 and the requisite majority of Scheme Voting Shareholders voted in favour
of the Scheme and the requisite majority of Forward Shareholders voted in
favour of the Forward Resolution required to give effect to the Acquisition at
the Forward Meetings, which took place on 17 January 2024. As detailed in the
Scheme Document, there are a number of Conditions which need to be met in
order for the Scheme to become Effective, including obtaining necessary
regulatory approvals relating to the Forward Group and certain of its
portfolio companies.

The current expected timetable of principal events relating to the completion
of the Acquisition is set out in Part 5 of the Prospectus. If any of the dates
and/or times in the expected timetable change, the revised dates and/or times
will be notified to Molten Shareholders by announcement through the Regulatory
Information Service of the London Stock Exchange with such announcement being
made available on Molten's website at
https://investors.moltenventures.com/investor-relations/plc
(https://investors.moltenventures.com/investor-relations/plc) . Applications
will be made to the Financial Conduct Authority ("FCA") for all of the New
Molten Shares to be admitted to the premium listing segment of the Official
List and to the London Stock Exchange for all of the New Molten Shares to be
admitted to trading on the Main Market (together the "UK Admission").
Applications will also be made for all of the New Molten Shares to be admitted
to a secondary listing on the Euronext Dublin Daily Official List and to
trading on the Euronext Dublin Market (together the "Irish Admission" and,
together with the UK Admission, "Admission").

It is expected that, subject to the satisfaction or (where relevant) waiver of
the outstanding Conditions with respect to the Acquisition, Admission will
become effective, and that unconditional dealings in the New Molten Shares
will commence in March 2024.

The Prospectus has been approved by the FCA and the Central Bank of Ireland.
It is available for inspection on the Company's website
(https://investors.moltenventures.com/investor-relations/plc/documents)
(subject to certain access restrictions), the National Storage Mechanism of
the FCA at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and the
Official Appointed Mechanism in Ireland at
https://www.euronext.com/en/markets/dublin and hard copies of the Prospectus
can also be obtained free of charge from the Company.

Capitalised terms used but not otherwise defined in this Announcement have the
meanings given to them in the Prospectus.

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 Sponsor (LSE) and Joint Corporate Broker

 Simon Willis

 Jamie Loughborough

 Iqra Amin

 George De Felice
 Goodbody Stockbrokers UC                                                      +44 (0)20 3841 6202

 Joint Financial Adviser, Joint Sponsor (LSE), Sponsor (Euronext Dublin) and
 Joint Corporate Broker

 Don Harrington

 Dearbhla Gallagher

 William Hall
 Powerscourt (PR)

 Elly Williamson                                                               +44 (0)7970 246 725 /

 Ollie Simmonds                                                                +44 (0)7817 657 528

Important notices

 

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Forward or Molten in any
jurisdiction in contravention of applicable law. This Announcement does not
constitute a prospectus or prospectus equivalent document. The New Molten
Shares to be issued pursuant to the Acquisition are not being offered to the
public by means of this Announcement.

 

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
sponsor (LSE), joint bookrunner and joint corporate broker to Molten and no
one else in connection with the Issue, 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 Issue, 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 Issue, 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 Issue, 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 sponsor
(LSE), joint bookrunner, joint corporate broker and Euronext Dublin sponsor to
Molten and no one else in connection with the Issue, the Acquisition and the
matters set out in this Announcement. Goodbody will not regard any other
person as its client in relation to the Issue, 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 Issue, 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 Issue, 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.

 

Overseas Shareholders

 

This Announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales, the UK 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 UK 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 (as defined in the Scheme Document) 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 UK Takeover Code, the UK Takeover Panel, the
Listing Rules, the Irish Listing Rules, the AIM Rules (as defined in the
Scheme Document), the FCA, the Central Bank of Ireland, the London Stock
Exchange and Euronext Dublin.

 

Additional information for U.S. investors in Forward

 

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 U.S. Securities Exchange Act 1934, as amended (the "U.S.
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 (as defined in the Scheme Document)), the
Prospectus or any other documents relating to the Acquisition, has been or
will have been prepared in accordance with IFRS (as defined in the Scheme
Document) 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 U.S. generally accepted accounting principles.

 

The New Molten Shares to be issued under the Scheme have not been and will not
be registered under the U.S. 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 U.S. Securities Act
and applicable U.S. state securities laws. The New Molten Shares are expected
to be issued in reliance upon the exemption from the registration requirements
of the U.S. Securities Act provided by Section 3(a)(10) thereof.

 

For the purposes of qualifying for the exemption from the registration
requirements of the U.S. Securities Act afforded by Section 3(a)(10)
thereunder, Forward 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 U.S. 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.

 

U.S. holders of Forward Shares should also be aware that the transaction
contemplated herein may have tax consequences for U.S. federal income tax
purposes and under applicable U.S. state and local, as well as foreign and
other, tax laws and that such consequences, if any, are not described herein.
U.S. 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 U.S. holders of Forward Shares to enforce their rights
and any claims arising out of U.S. federal securities laws, since each of
Molten and Forward 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. U.S. holders of Forward Shares may have difficulty effecting
service of process within the United States upon those persons or recovering
against judgments of U.S. courts, including judgments based upon the civil
liability provisions of the U.S. federal securities laws. U.S. holders may not
be able to sue a non-U.S. company or its officers or directors in a non-U.S.
court for violations of U.S. securities laws. Further, it may be difficult to
compel a non-U.S. company and its affiliates to subject themselves to a U.S.
court's judgment.

 

In accordance with normal practice in the UK and consistent with Rule 14e-5(b)
of the U.S. 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 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 U.S. 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 U.S. investors in Forward 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 contain statements about Molten,
Forward 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 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, 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's 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's or the Enlarged Molten Group's business.

 

Although Molten and Forward believe that the expectations reflected in such
forward-looking statements are reasonable, neither Molten nor Forward 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 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 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, 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 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 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 UK Takeover Code

 

Under Rule 8.3(a) of the UK 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 UK 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 UK 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 UK 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 UK 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 UK Takeover 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 UK
Takeover 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 UK Takeover Code will be available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Forward's 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 UK Takeover Code, Forward Shareholders and
participants in the Forward LTIP may request a hard copy of this Announcement
by contacting Forward's 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 may be provided to Molten during the Offer Period
(as defined in the Scheme Document) as required under Section 4 of Appendix 4
of the UK Takeover Code to comply with Rule 2.11(c) of the UK Takeover Code.

 

 

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