Molten Ventures Regulatory News (GROW)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF MOLTEN VENTURES PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

27 November 2023

Molten Ventures plc

("Molten" or the "Company")

PrimaryBid Offer

? Molten announces a conditional offer for subscription of up to 1,111,111 new Ordinary Shares via PrimaryBid;

? The Issue Price for the new Ordinary Shares is 270 pence per new Ordinary Share, representing a discount of 3.4 per cent to the closing mid-price of the Company's existing Ordinary Shares on 24 November 2023 and a discount of c.63.3 per cent. to the last reported NAV per Ordinary Share (unaudited) as at 30 September 2023 of 735 pence;

? Investors can access the PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's app;

? Investors may also be able to take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation), which includes AJ Bell, Hargreaves Lansdown and interactive investor;

? Applications for new Ordinary Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts (GIAs);

? The PrimaryBid Offer is available to both existing shareholders and new investors;

? The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer as well as the Placing, Subscription and Offer for Subscription (details of which are set out below) will be sold at the Issue Price;

? There is a minimum subscription of £250 per investor in the PrimaryBid Offer; and

? No commission will be charged to investors by PrimaryBid on applications to the PrimaryBid Offer.

PrimaryBid Offer

Molten Ventures plc (LON: GROW, Euronext Dublin: GRW), the venture capital firm investing in and developing digital technology businesses, is pleased to announce, a conditional offer for subscription of up to 1,111,111 new ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") via PrimaryBid (the "PrimaryBid Offer") at an issue price of 270 pence per new Ordinary Share (the "Issue Price"), being a discount of 3.4 per cent to the closing mid-price of the Company's existing Ordinary Shares on 24 November 2023. The Company is also conducting a placing, by way of an accelerated bookbuild, and a subscription of new Ordinary Shares at the Issue Price (the "Placing" and the "Subscription", together with the PrimaryBid Offer, the "Fundraise") as announced earlier today.

Certain Directors of the Company, Martin Davis, Chief Executive Officer, and Ben Wilkinson, Chief Financial Officer, intend to participate in the Placing. Incoming Chairman, Laurence Hollingworth, also intends to participate in the Placing.

Molten has separately announced today that the Boards of Molten and Forward Partners Group plc ("Forward Partners") have 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 the shares in Forward Partners already beneficially owned by the Molten group) (the "Acquisition").

In order to ensure all shareholders in Forward Partners (other than Molten itself) ("Forward Partners Shareholders") have the opportunity to acquire new Ordinary Shares on the same terms as certain Forward Partners Shareholders who have had the opportunity to participate in the Placing, Molten has agreed to make an offer of up to 1,401,843 new Ordinary Shares pursuant to an offer for subscription at the Issue Price to all qualifying Forward Partners Shareholders (the "Offer for Subscription").

The PrimaryBid Offer is conditional on approval by shareholders in Molten at a general meeting to be convened at 10.00 a.m. on 14 December 2023. Applications will be made to (i) the Financial Conduct Authority for admission of the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer to the premium listing segment of the Official List; (ii) the London Stock Exchange for the admission of the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer to trading on the main market of the London Stock Exchange; (iii) Euronext Dublin for admission of the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer to a secondary listing on the Euronext Dublin Daily Official List; and (iv) Euronext Dublin for the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer to be admitted to trading on the Euronext Dublin Market (together, "Admission"). Admission is expected to take place at 8.00 a.m. on 15 December 2023. The PrimaryBid Offer will not be completed without the Placing and Subscription also being completed.

The Company will use the net proceeds of the Fundraise and the Offer for Subscription to:

· Support Molten's existing technology portfolio of investments;

· Make primary investments in new portfolio companies;

· Acquire secondary investments;

· Where appropriate and value enhancing, continue to appraise acquisition opportunities; and

· Fund the Company's operational capital costs.

Please note the Company is a shareholder in PrimaryBid.

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer so as to minimise cost and time to completion, the Company values its retail investor base and is therefore pleased to provide retail investors with the opportunity to participate in the PrimaryBid Offer in line with the Pre-Emption Group guidelines. 

Existing shareholders and new investors can access the PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's app. The PrimaryBid app is available on the UK Apple App Store and Google Play Store.

Investors can also participate through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. Participating partners include:

· AJ Bell;

· Hargreaves Lansdown; and

· interactive investor.

Applications for new Ordinary Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Some partners may only accept applications from existing shareholders.

After consideration of the various options available to it, the Company believes that the separate PrimaryBid Offer is in the best interests of shareholders, as well as wider stakeholders in the Company.

The PrimaryBid Offer will open to investors resident and physically located in the United Kingdom following the release of this Announcement. The PrimaryBid Offer is expected to close at 3 p.m. on 28 November 2023 and may close early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the PrimaryBid Offer.

An investor flyer and management video relating to the Fundraise and Acquisition are available for viewing on PrimaryBid's website. The investor flyer will also be available from participating retail brokers, wealth managers and investment platforms.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

Investors who apply for new Ordinary Shares through PrimaryBid's website or PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It is vital to note that once an application for new Ordinary Shares has been made and accepted via PrimaryBid, that application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares through their investment platform, retail broker or wealth manager using their ISA, SIPP or GIA should contact them for details of their terms and conditions, process and any relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the new Ordinary Shares to be issued pursuant to the Placing, the Subscription and the Offer for Subscription and the Company's existing Ordinary Shares.

For further information on PrimaryBid, the PrimaryBid Offer or for a copy of the terms and conditions (including the procedure for application and payment for new Ordinary Shares) that apply to registered users of PrimaryBid in addition to the terms and conditions set out in this Announcement, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

Brokers wishing to offer their customers access to the PrimaryBid Offer and future PrimaryBid transactions, should contact partners@primarybid.com.

Enquiries

Important notices

The PrimaryBid Offer is offered under the exemptions from the need for a prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority (as competent authority under Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018). 

The PrimaryBid Offer is not being made into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where it would be unlawful to do so.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such publication, release or distribution would be unlawful. Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid app before making a decision to subscribe for new Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt. 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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