TIDMFWD TIDMGROW
RNS Number : 0690A
Forward Partners Group PLC
17 January 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.
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.
17 January 2024
RECOMMED ALL-SHARE OFFER
FOR
FORWARD PARTNERS GROUP PLC ("FORWARD PARTNERS" OR "FORWARD")
BY
MOLTEN VENTURES PLC ("MOLTEN")
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Results of Court Meeting and General Meeting
Introduction
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 circular in respect of the Scheme, including the notices
convening the Court Meeting and General Meeting in respect of the
Acquisition, was published by Forward on 21 December 2023 (the
"Scheme Document"). Capitalised terms used in this Announcement
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document.
The Forward Board is pleased to confirm that at the Court
Meeting and the General Meeting, each held earlier today in
connection with the Acquisition:
-- the requisite majority of Scheme Voting Shareholders present
and voting (and entitled to vote) in person or by proxy,
representing not less than 75 per cent. in value of the Scheme
Voting Shares voted by such Scheme Voting Shareholders, voted to
approve the Scheme at the Court Meeting; and
-- the requisite majority of Forward Shareholders voted in
favour of the Special Resolution at the General Meeting necessary
to implement the Scheme, including the adoption of the proposed
amendments to the Forward Articles.
Details of the resolutions passed at the Court Meeting and
General Meeting are set out in the notices of the Court Meeting and
the General Meeting contained in Part 9 and Part 10, respectively,
of the Scheme Document. The Scheme Document is available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on Forward's website at
www.forwardpartners.com/theoffer and Molten's website at
https://investors.moltenventures.com/investor-relations/plc.
The total number of Forward Shares in issue at the Voting Record
Time was 134,613,117. There are no Forward Shares held in treasury.
Consequently, the total voting rights in Forward at the Voting
Record Time was 134,613,117. Scheme Voting Shareholders were
entitled to one vote per Scheme Voting Share held at the Voting
Record Time at the Court Meeting and Forward Shareholders were
entitled to one vote per Forward Share held at the Voting Record
Time at the General Meeting.
The detailed voting results in respect of the Court Meeting and
the General Meeting are summarised below and this Announcement will
be posted on Forward's website at
www.forwardpartners.com/theoffer.
Voting Results of the Court Meeting
At the Court Meeting, a majority in number of the Scheme Voting
Shareholders who voted in person or by proxy, representing 99.98
per cent. in value of the Scheme Voting Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was passed on a poll. Details of the
votes cast are as follows:
Number of % of Scheme Number of % of Scheme Number of
Scheme Voting Voting Shares Scheme Voting Voting Shareholders Scheme Voting
Shares voted voted Shareholders who voted Shares voted
who voted* as a % of
the issued
share capital
entitled
to vote on
the Scheme
For 121,989,847 99.98 17 100.00 91.99
--------------- --------------- --------------- --------------------- ---------------
Against 22,265 0.02 1 5.88 0.02
--------------- --------------- --------------- --------------------- ---------------
Total 122,012,112 100.00 17 105.88 92.01
--------------- --------------- --------------- --------------------- ---------------
* Where a Scheme Voting Shareholder cast some of their votes
'For' and some of their votes 'Against' the resolution proposed at
the Court Meeting, such Scheme Voting Shareholder has been counted
as having voted both 'For' and 'Against' the resolution for the
purposes of determining the number of Scheme Voting Shareholders
who voted as set out in this column. This also results in the
percentages in the fifth column of the above table being, in total,
over 100 per cent.
Voting Results of the General Meeting
At the General Meeting, the requisite majority of Forward
Shareholders voted on a poll vote in favour of the Special
Resolution necessary to implement the Scheme and certain related
matters. Details of the votes cast are as follows:
Number of Forward % of Forward Shares Number of Forward
Shares voted voted Shares voted as a % of
the issued ordinary
share capital*
For* 123,551,523 99.98 91.78
--------------------------------- ---------------------------------- ---------------------------------
Against 23,785 0.02 0.02
--------------------------------- ---------------------------------- ---------------------------------
Withheld** 0 0 0
--------------------------------- ---------------------------------- ---------------------------------
Total 123,575,308 100 91.80
--------------------------------- ---------------------------------- ---------------------------------
* Includes discretionary votes.
** A vote withheld is note a vote in law and is not counted in
the proportion of votes 'For' or 'Against' the Special
Resolution.
Next Steps and Timetable
The outcome of today's Court Meeting and General Meeting means
that Conditions 2(a) and 2(b) (as set out in Part A of Part 3 of
the Scheme Document) have been satisfied.
The timetable for implementation of the Scheme is subject to
confirmation based on the timing of satisfaction (or waiver, where
applicable) of the remaining Conditions to the Acquisition,
including satisfaction of the FCA Change in Control Conditions and
CLC Approval Condition, the Court's sanction of the Scheme at the
Scheme Sanction Hearing and the delivery of a copy of the Court
Order to the Registrar of Companies. The following indicative
timetable, which remains as set out in the Scheme Document, is
based on Forward's and Molten's current expectation and is subject
to confirmation and/or 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 with
such announcement being made available on Forward's website at
www.forwardpartners.com/theoffer.
Event Time and/or date
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")(1)
Last day of dealings in, and for T + 1 Business Day
the registration of transfers of,
and disablement in CREST of, Forward
Shares
Scheme Record Time 6.00 p.m. on T + 1 Business Day
Suspension of dealings in Forward by 7.30 a.m. on T + 2 Business
Shares on AIM Days
Effective Date T + 2 Business Days(2)
Cancellation of admission to trading by 7.00 a.m. on T + 3 Business
of Forward Shares on AIM Days
Admission and commencement of dealings by 8.00 a.m. on T + 3 Business
of the New Molten Shares on the Days
Main Market and the Euronext Dublin
Market
Issuance of New Molten Shares T + 3 Business Days
CREST accounts of Forward Shareholders on or after 8.00 a.m. on T +
credited with New Molten Shares 3 Business Days (but not later
than 14 days after the Effective
Date)
Latest date for dispatch of share within 14 days of the Effective
certificates for the New Molten Date
Shares
Long Stop Date 30 June 2024(3)
Notes:
1) 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.
2) 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.
3) 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:
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
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
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. 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 10(th)
Business Day (as defined in the Takeover Code) following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10(th) Business Day (as defined
in the Takeover Code) following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on+44 (0)
20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
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)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
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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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END
ROMFLFFTLVIDLIS
(END) Dow Jones Newswires
January 17, 2024 13:25 ET (18:25 GMT)
Grafico Azioni Forward Partners (LSE:FWD)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Forward Partners (LSE:FWD)
Storico
Da Nov 2023 a Nov 2024
