22 Dec 2015 15:08
For immediate release
22 December 2015
FastForward Innovations Limited
("FastForward" or the "Company")
Placing
Director Dealing
Further to the announcement by FastForward Innovations Limited (AIM: FFWD) on 21 December 2015, the Company is pleased to announce that it has today agreed to place 39,668,200 new Ordinary Shares of 1p each (the "Placing Shares") at a price of 8p per Placing Share with a number of new investors thereby raising US$4,830,000 (£3,173,456 at an exchange rate of £1:US$1.522, being the rate on the date the Company determined the terms of the placing) before expenses (the "Placing"). The proceeds of the Placing will be used to assist the Company in making investments in accordance with its investing policy and for general working capital purposes.
In accordance with the terms of subscription letters signed by investors, payment for the Placing Shares is due by 5 January 2016. Subject to payment, the Placing Shares (which will rank pari passu with the existing Ordinary Shares) will be issued and allotted on 8 January 2016, with application for the Placing Shares to be admitted to trading on AIM ("Admission") and dealings commencing at 8.00 a.m. on 11 January 2016. The Company expects that the enlarged issued share capital following the issue of the Placing Shares and also the consideration shares to be issued on completion of the Vemo acquisition (as announced on 21 December 2015) will be 96,681,544 Ordinary Shares (the "Enlarged Issued Share Capital").
Related Party Transaction
Mr Stephen Dattels, Mr Jim Mellon and Mr Ian Burns (who are each Directors of the Company) have each participated in the Placing. In addition, the Company announced on 21 December 2015 that, subject to regulatory approvals being received, it was proposed Mr Lorne Abony be appointed as a director of the Company. The participation of the Directors, and the proposed director Mr Abony, is as set out below:
Name | Subscription | Placing Shares | Total Shares (inc. Placing Shares)
| % interest in the Enlarged Issued Share Capital |
Stephen Dattels1 | US$590,000 | 4,845,598 | 12,870,067 | 13.31% |
Jim Mellon2 | US$150,000 | 1,231,932 | 9,256,401 | 9.57% |
Ian Burns3 | US$15,000 | 123,193 | 1,374,024 | 1.42% |
Lorne Abony | US$2,000,000 | 16,425,756 | 20,754,181 | 21.47% |
1 Mr Dattels' interest in shares is held by Regent Mercantile Holdings Limited, a company owned by a trust under which Mr Dattels is a discretionary beneficiary.
2 Mr Mellon's interest in shares is held by Galloway Limited, a company owned by a trust of which Mr James Mellon is a life tenant.
3 Mr Burns' interest in shares is held by Smoke Rise Holdings Limited, a company of which he is the sole shareholder.
The Directors are related parties for the purposes of the AIM Rules and it has also been deemed that Mr Abony, should also be treated as a related party for the purposes of the AIM Rules given his proposed appointment to the Board. The participation of the three Directors and Mr Abony in the Placing constitutes a Related Party Transaction under Rule 13 of the AIM Rules for Companies.
Accordingly, Mr Bryan Smith, the independent director of the Company, confirms that, having consulted with the Company's Nominated Adviser, the terms of the Placing are fair and reasonable insofar as the Company's shareholders are concerned. In particular Mr Smith notes that the Directors and Mr Abony have participated on the same terms as all other investors.
The Investors
In addition to Mr Abony, Mr Mellon and Mr Dattels, following the issue of the Placing Shares the following shareholders will be interested in more than 3 per cent. of the Enlarged Issued Share Capital :
Name | Number of Shares (inc. Placing Shares)
| % interest in the Enlarged Issued Share Capital |
Mr Norbert Teufelberger | 4,106,439 | 4.25% |
Russell Geyser | 3,285,151 | 3.40% |
Wendy Polland | 3,285,151 | 3.40% |
Issued Shares
Following Admission of the Placing Shares and the consideration shares to be issued on completion of the Vemo acquisition (as announced on 21 December 2015), the Company's enlarged issued share capital will consist of 96,681,544 Ordinary Shares with voting rights. This number may be used by shareholders, following the Placing, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
For further information please visit www.kualainnovations.com or contact:
James Biddle/ Michael Cornish (Nomad) Beaumont Cornish LimitedTel: +44 207 628 3396
Peterhouse Corporate Finance Limited Guy Miller/ Lucy Williams Tel: +44 (0) 207 469 0930 | Elysium Fund Management Limited PO Box 650 1st Floor Royal Chambers St Peter Port Guernsey GY1 3JX
Tel: +44 1481 810 100 Fax: +44 1481 810 120 e-mail: elysium@elysiumfundman.com |
CAUTIONARY STATEMENT
The AIM Market of London Stock Exchange plc does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. All statements, other than statements of historical fact, in this news release are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding potential values, the future plans and objectives of FastForward Innovations Limited. There can be no assurance that such statements will prove to be accurate, achievable or recognisable in the near term.
Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. FastForward Innovations Limited assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.