FastForward Innovations Limited Placing (7486W)

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RNS Number : 7486W

FastForward Innovations Limited

03 August 2018

For Immediate Release

3 August 2018

FastForward Innovations Limited

("FastForward" or the "Company")

Placing

Director Dealing

Further to the announcement by FastForward Innovations Limited (AIM: FFWD) on 1 August 2018, the Company is pleased to announce that it has today agreed to place 30,769,230 new Ordinary Shares of 1p each (the "Placing Shares") at a price of 13p per Placing Share with a number of new and existing investors thereby raising gross proceeds of GBP4,000,000 (US$5,240,000 at an exchange rate of GBP1:US$1.31, being the rate on the date the Company determined the terms of the placing) before expenses (the "Placing"). The Placing Price represents a premium of approximately 27.7% to the Company's most recently published NAV per share of 10.18p. The Placing is being done by way of a placing through the Company's brokers and a direct subscription by the Company (together the "Placing"). The net proceeds of the Placing will be used to repay the Director's Loan announced on 23 July 2018, assist the Company in making investments in accordance with its investing policy and for general working capital purposes.

Subject to payment, application for the Placing Shares (which will rank pari passu 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 10 August 2018.

The Company expects that the enlarged issued share capital following the issue of the Placing Shares will be 166,913,727 Ordinary Shares (the "Enlarged Issued Share Capital").

The Company is reviewing its options to allow Shareholders the ability to subscribe for new Ordinary Shares on the same terms as the Placing and expects to update investors on this shortly.

Commenting on the Placing, Chief Executive Officer Lorne Abony noted:

"The placing funds allow the Company to take advantage of potential opportunities for new and follow on investments. I am pleased to see the support the Board and existing significant Shareholders have provided and see this as a vote of confidence in what we are building.

It is disappointing that the share price did not pick up after the recent newsflow, and that this round of funding is at 13p. For this reason the Board is committed to providing an opportunity for existing shareholders to also participate on the same terms. The intention had been to complete the Placing at a higher price but the share price did not react as expected after the Vogogo, Leap, Intensity and Factom investments, which the Board maintain are excellent investment opportunities. Similarly, whilst the pricing of the deal was disappointing for all concerned, the Company thanks investors for their support and will continue to pursue best in class investment opportunities inline with its investing policy, including within the Blockchain, Medical Cannabis and Artificial Intelligence sectors which the board believes offers the highest growth potential at present."

Related Party Transaction

Mr Lorne Abony 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            % interest 
                                                            Shares       in the Enlarged 
                                                     (inc. Placing          Issued Share 
                                                           Shares)    Capital (excluding 
                                                                            those shares 
                                                                       held in Treasury) 
 Lorne Abony(1)       GBP487,000        3,746,154       15,994,588                 9.90% 
                  --------------  ---------------  ---------------  -------------------- 
 Jim Mellon(2)        GBP761,505        5,857,731       16,283,722                10.08% 
                  --------------  ---------------  ---------------  -------------------- 
 
 

(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 Mellon's interest in the Company's shares is held by Galloway Limited, a company owned by a trust of which Mr James Mellon is a life tenant, in respect of 10,425,991 shares and directly by Mr Mellon in respect of 5,857,731 shares.

The Directors are related parties for the purposes of the AIM Rules. The participation of the two Directors in the Placing constitutes a Related Party Transaction under Rule 13 of the AIM Rules for Companies.

Accordingly, Mr Ian Burns, the Company's Finance Director (Mr Edward McDermott, Non-Executive Director, is an employee of the Company's Brokers, Optiva Securities Limited, and so is not regarded as independent for the purposes of the Placing), is the independent director of the Company for the purposes of the Placing. Mr Ian Burns 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 Burns notes that the Directors have participated on the same terms as all other placees.

The Investors

In addition to Mr Abony and Mr Mellon, following the issue of the Placing Shares the following shareholder will be interested in more than 3 per cent. of the Enlarged Issued Share Capital (excluding those shares held in Treasury):

 
 Name             Subscription     Placing   Total Ordinary         % interest 
                                    Shares           Shares    in the Enlarged 
                                              (inc. Placing       Issued Share 
                                                    Shares)            Capital 
                                                                    (excluding 
                                                                  those shares 
                                                                       held in 
                                                                     Treasury) 
 LOM Nominees       GBP761,505   5,857,731        5,857,731              3.63% 
                --------------  ----------  ---------------  ----------------- 
 

Issued Shares

Following Admission of the Placing Shares, the Company's issued share capital consists of 166,913,727Ordinary Shares. 5,413,623 Ordinary shares are held in Treasury. For reporting under the FCA's Disclosure and Transparency Rules, Shareholders should exclude any shares held in Treasury and should use the figure of 161,500,104 Ordinary Shares (the issued voting share capital) when determining if they are required to notify their interest, or a change of their interest in the Company.

The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Fundraise with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

For further information on the Company please visit www.fstfwd.co or contact:

 
FastForward Innovations Limited 
 [e-mail] 
 Sue Saunders / Ian Burns 
Beaumont Cornish Limited (Nomad) 
 James Biddle / Roland Cornish 
 Tel: [phone] 
Optiva Securities Limited (Broker) 
 Graham Dickson Tel: [phone] 
 

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 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.

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 [e-mail] or visit www.rns.com.

END

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August 03, 2018 03:00 ET (07:00 GMT)