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28 Jan 2016 07:00
For immediate release
28 January 2016
FastForward Innovations Limited
("FastForward" or the "Company")
Placing
Director Dealing
Further to the announcement by FastForward Innovations Limited (AIM: FFWD) on 11 January 2016, the Company is pleased to announce that it has today agreed to place 37,426,901new Ordinary Shares of 1p each (the "Placing Shares") at a price of 15p per Placing Share with a number of new and existing investors thereby raising US$8 million(£5,614,035 at an exchange rate of £1:US$1.425, 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 February 2016. Subject to payment, application for the Placing Shares (which will rank paripassu with the existing Ordinary Shares) to be admitted to trading on AIM ("Admission") will be made with dealings expected to commence at 8.00 a.m. on 11 February2016.
The Company expects that the enlarged issued share capital following the issue of the Placing Shares will be 134,108,445Ordinary Shares (the "Enlarged Issued Share Capital").
Commenting on the Placing, Chief Executive Officer Mr.Lorne Abony noted:
"I am delighted to close the Placing today at a premium to our market price. The Placing was significantly over-subscribed. The fact that the Placing was over-subscribed is a very positive indicator for FFWD, given the global market conditions and the fact that we did not offer this placing to institutional investors. In addition,we are pleased to note a number of high profile placees, well known in the market as "smart money" investors, including Gigi Levy-Weiss, Norbert Teufelberger, Jim Mellon, Stephen Dattels and Russell Geyser; all of whom I believe will add considerably to FastForward as it grows its capital base and investment pipeline over the coming months."
Related Party Transaction
Mr Lorne Abony, Mr Stephen Dattels and Mr Jim Mellon(who are each Directors of the Company) have participated in the Placing. The participation of the Directors is as set out below:
Name | Subscription | Placing Shares | Total Ordinary Shares (inc. Placing Shares)
| % interest in the Enlarged Issued Share Capital |
Lorne Abony1 | US$1,215,000 | 5,684,211 | 26,438,391 | 19.71% |
Stephen Dattels2 | US$500,000 | 2,339,181 | 15,209,248 | 11.34% |
Jim Mellon3 | US$250,000 | 1,169,591 | 10,425,991 | 7.77% |
1 Lorne Abony's interest in shares is held by Abony Enterprises Limited Partnership, a limited partnership of which he is the majority legal owner.
2 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. Mr Ian Burns is a director of Regent Mercantile Holdings Limited.
3 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.
The Directors are related parties for the purposes of the AIM Rules. In addition, Mr Ian Burns is a director of Regent Mercantile Holdings Limited so is also regarded as a related party for the purposes of the Placing. The participation of the three Directorsin 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 for the purposes of the Placing, 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 have participated on the same terms as all other placees and that the Placing is at a premium to the current market price.
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. ofthe Enlarged Issued Share Capital:
Name | Subscription | Placing Shares | Total Ordinary Shares (inc. Placing Shares)
| % interest in the Enlarged Issued Share Capital |
Russell Geyser | US$2,000,000 | 9,356,725 | 12,641,876 | 9.43% |
Mr Norbert Teufelberger | US$1,000,000 | 4,678,363 | 8,784,802 | 6.55% |
Gigi Levy-Weiss | US$1,050,000 | 4,678,363 | 4,678,363 | 3.49% |
Issued Shares
Following Admission of the Placing Shares,the Company's enlarged issued share capital will consist of 134,108,445Ordinary 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.fstfwd.coor 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 |
DISCLAIMER
Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as Nominated adviser to FastForward Innovations Limited and no one else in connection with the Placing and will not be responsible to anyone other than FastForward Innovations Limited for providing the protections afforded to clients of Beaumont Cornish Limited nor for providing advice in relation to the Placing. Neither Beaumont Cornish Limited nor any of its affiliates 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 Beaumont Cornish Limited in connection with this Announcement, any statement contained herein, or otherwise.
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 FastForwardInnovations 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. FastForwardInnovations Limited assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.
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