LONDON, UK: Molten Ventures Plc has reached an 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 Group. Under the terms, for each 9 Forward Partners shares held, shareholders will be entitled to receive one new Molten share.

On the basis of the closing price per Molten share of 279.6 pence on the latest practicable date, the acquisition values the entire issued ordinary share capital of Forward Partners Group at approximately £41.4 million on a fully diluted basis.

Molten Ventures has also announced a proposed equity raise of c.£50.0 million through a non-pre-emptive placing and subscription of new Molten Shares at an issue price of 270 pence.

Forward Partners’ largest shareholder, BlackRock, has irrevocably undertaken to subscribe for up to £25.0 million worth of Placing Shares at the Issue Price under the Placing. The Issue Price represents a discount of c.3.4 per cent. to the Closing Price of 279.6 pence per Molten Share on 24 November 2023.

The Molten Board believes that there is a strong strategic and financial rationale for the Acquisition which is consistent with Molten’s investment objective and policy.

 Over the past 12 to 18 months, the wider venture market has faced ongoing pressures driven by continued global macroeconomic instability, high levels of inflation and rising interest rates and, during the past six months, Molten has continued to see extended deal timelines with fundraising, exits and new investments taking longer to complete due to increased levels of due diligence.

While the Molten Board believes that much of the influence of this uncertainty in both public and private valuations was factored in during the financial year ended 31 March 2023, these conditions continue to weigh upon Molten, the Molten portfolio and the broader venture market.

As a result, Molten’s primary focus has been on supporting portfolio companies in preserving cash, improving operational efficiency, and prioritising a route to profitability balanced against sustaining top-line growth.

This landscape for the venture market, where investors are more cautious and founders are seeking to manage costs and lengthen runways, has not changed meaningfully in recent months, and whilst there are signs of stabilisation in the wider macroeconomic environment and some cause for cautious optimism, the Molten Board believes that such conditions are likely to exist for at least the short- to mid-term.

Despite the macroeconomic headwinds, Forward Partners’ portfolio has demonstrated good recent momentum with weighted average revenue growth of 133 per cent. across its top 15 core holdings in the first half of 2023.

Molten is a leading venture capital firm investing in and developing high growth digital technology businesses whose shares are admitted to the premium listing segment of the Official List and to a secondary listing on the Euronext Dublin Daily Official List and to trading on the Main Market and the Euronext Dublin Market.

Forward Partners is an established and respected London-based venture capital firm, specialising in supporting high-growth, early-stage technology businesses in the UK, with a ten-year track record of making venture capital investments.

Commenting on the Acquisition, Martin Davis, CEO of Molten said: “We are pleased to be announcing the proposed acquisition of Forward Partners, with the unanimous recommendation of the Forward Partners Board. Forward Partners has a balanced and well-capitalised portfolio of 43 high-quality companies and, through combining our considerable resources, experience and networks, we will be even better placed both to support our existing portfolio companies and to capture attractive investment opportunities amid a buyer’s market for venture capital.

“The deal would provide Molten with a broader and more diverse pipeline through access to Forward Partners’ early-stage deal flow opportunities in fast growing sub-sectors like applied AI and digital marketplaces, and also acts as something of a homecoming for Forward Partners’ senior investment team, who are well known to us, and will bring expertise and an investment philosophy which chimes with our own in support of Europe’s most ambitious founders.”

Commenting on the Acquisition, Nic Brisbourne, CEO of Forward Partners said: “We’re pleased to announce news of the offer from Molten today. Over the last ten years, Forward Partners has built a strong and resilient portfolio and, despite the turbulent market, I’m pleased to note that growth remains strong and our companies remain a force for good in the world. This merger will provide the resources, support and time they need to fully realise their potential. The Forward Partners Board believes this proposal offers good value to our shareholders.”

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