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Admission Document. Nominated Adviser, Broker & Sole Bookrunner 175085 Proof 4 Monday, July 12, 2021 19:54 ce. 1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you should seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended (“FSMA”) who specialises in advising on the acquisition of shares and other securities. The whole text of this document should be read. Investment in the Company is speculative and involves a high degree of risk. This document is an AIM admission document prepared in accordance with the AIM Rules for Companies in connection with the proposed admission to trading of the Ordinary Shares on AIM. This document contains no offer to the public within the meaning of the FSMA and, accordingly, it does not comprise a prospectus for the purposes of the Prospectus Regulation Rules and has not been approved by or filed with the Financial Conduct Authority. This document has been approved by PrimaryBid for the purposes of section 21 of FSMA and the terms of such approval limit the use of this document as so approved for the purposes of the Retail Offer only. The Company and the Directors (whose names appear on page 10 of this document) accept responsibility for the information contained in this document including individual and collective responsibility for the Company’s compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. To the extent information has been sourced from a third party, this information has been accurately reproduced and, as far as the Company and the Directors are aware, no facts have been omitted which may render the reproduced information inaccurate or misleading. In connection with this document, no person is authorised to give any information or make any representation other than as contained in this document. Application will be made for the entire issued and to be issued share capital of the Company to be admitted to trading on AIM. It is emphasised that no application will be made for admission of the entire issued and to be issued share capital of the Company to the Official List of the FCA. The Ordinary Shares are not traded on any recognised investment exchange and no application has been or is intended to be made for the entire issued and to be issued share capital of the Company to be admitted to trading on any such market. It is expected that Admission will become effective and dealings in the Ordinary Shares will commence on AIM on 19 July 2021. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The attention of investors is drawn to the risk factors set out in Part 4 of this document. Notwithstanding this, prospective investors should read the whole text of this document. All statements regarding the Company’s business, financial position and prospects should be viewed in light of the risk factors set out in Part 4 of this document. Forward Partners Group plc (incorporated and registered in England and Wales under the Companies Act 2006 with registered number 13244370) Placing of 34,749,490 Ordinary Shares and Retail Offer of 1,750,510 Ordinary Shares at 100 pence per Ordinary Share and Admission to trading on AIM Nominated Adviser and Broker Liberum Capital Limited 175085 Proof 4 Monday, July 12, 2021 19:54 ce. 2 The New Ordinary Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Share and rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission. It is expected that Admission will become effective and that dealings will commence in the Ordinary Shares on 19 July 2021. Liberum Capital Limited (“Liberum”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as nominated adviser in connection with Admission and as broker in connection with the Placing and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Liberum, or for advising any other person in connection with the Placing or Admission. The responsibility of Liberum, as the Company’s nominated adviser, is owed solely to the London Stock Exchange and is not owed to the Company or the Directors or any other person. No representation or warranty, express or implied, is made by Liberum or any of its directors, officers, partners, employees, agents or advisers as to the contents of this document (without limiting the statutory rights of any person to whom this document is issued). No liability whatsoever is accepted by Liberum or any of its directors, officers, partners, employees, agents or advisers for the accuracy of any information or opinions contained in this document or for the omission of any material information for which it is not responsible. The Ordinary Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (“US Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Subject to certain exceptions, the Ordinary Shares may not be offered or sold, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan, New Zealand or the Republic of South Africa or any person located in the United States. This document does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, any Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. Without limiting the generality of the foregoing, this document does not constitute an offer of Ordinary Shares to any person with a registered address, or who is resident in, the United States, or who is otherwise a “U.S. Person” as defined in Regulation S under the US Securities Act. There will be no public offer of Ordinary Shares in the United States. Outside of the United States, the Ordinary Shares are being offered in reliance on Regulation S promulgated under the US Securities Act. Neither this document nor any copy of it may be distributed directly or indirectly to any persons with addresses in the United States or any of its territories or possessions unless in accordance with applicable law. Holding Ordinary Shares may have implications for overseas shareholders under the laws of the relevant overseas jurisdictions. Overseas investors should inform themselves about and observe any applicable legal requirements. It is the responsibility of overseas shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with any other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. A copy of this document will be available on the Company’s website, www.forwardpartners.com. 175085 Proof 4 Monday, July 12, 2021 19:54 ce. 3 IMPORTANT INFORMATION Investors should take independent advice and should carefully consider the section of this document headed “Risk Factors” before making any decision to purchase Ordinary Shares. Investment in the Ordinary Shares will involve significant risks due to gearing and the inherent illiquidity of the underlying investments and should be viewed as a long-term investment. The Ordinary Shares may not be suitable for all recipients or be appropriate for their personal circumstances. You should carefully consider in the light of your financial resources whether investing in the Company is suitable for you. An investment in the Ordinary Shares is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses which may arise (which may be equal to the whole amount invested). Liberum has been appointed as nominated adviser and broker to the Company. In accordance with the AIM Rules, Liberum has confirmed to the London Stock Exchange that it has satisfied itself that the Directors have received advice and guidance as to the nature of their responsibilities and obligations to ensure compliance by the Company with the AIM Rules for Companies and that, in its opinion and to the best of its knowledge and belief, all relevant requirements of the AIM Rules have been complied with. No liability whatsoever is accepted by Liberum (or any of its directors, officers, partners, employees, agents or advisers) for the accuracy of any information or opinions contained in this document or for the omissions of any material information, for which it is not responsible. Notice to prospective investors in the United Kingdom No Ordinary Shares have been offered or will be offered pursuant to the Offers to the public in the United Kingdom prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the FCA, except that Ordinary Shares may be offered to the public at any time: (1) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; (2) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation); or (3) in any other circumstances falling within section 86 of FSMA, provided that no such offer of Ordinary Shares shall result in a requirement for the publication of a prospectus pursuant to section 85 of FSMA and each person (other than any PrimaryBid Offeree) who initially acquires any Ordinary Shares or to whom any offer is made under the Offers will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2 of the UK Prospectus Regulation. For these purposes, the expression “an offer to the public” in relation to any offer of Ordinary Shares in the United Kingdom means a communication in any form and by any means presenting sufficient information on the terms of the offer and any Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Ordinary Shares and the expression the “UK Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended), as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. This document is being distributed to, and is directed only at (i) the PrimaryBid Offerees (for the purposes of the Retail Offer); and (ii) such other persons in the United Kingdom who are “qualified investors” (within the meaning of Article 2 of the UK Prospectus Regulation) and (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”); and/or (b) who are high net worth entities falling within Article 49(2)(a) to (d) of the FPO; and (iii) other persons to whom it may otherwise be lawfully distributed (each a “relevant person”). Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with such persons. Persons who are not relevant persons should not rely on or act upon this document. This document has been approved by PrimaryBid for the purposes of section 21 of FSMA and the terms of such approval limit the use of this document as so approved for the purposes of the Retail Offer only. 175085 Proof 4 Monday, July 12, 2021 19:54 ce. 4 Notice to prospective investors in the EEA In relation to each member state of the EEA (each, a “Member State”), no Ordinary Shares have been offered or will be offered pursuant to the Offers to the public in that Member State prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the competent authority in that Member State, or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the EEA Prospectus Regulation, except that offers of Ordinary Shares to the public may be made at any time under the following exemptions under the Prospectus Regulation: (1) to any legal entity which is a “qualified investor” as defined in the EEA Prospectus Regulation; (2) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the EEA Prospectus Regulation) in such Member State; or (3) in any other circumstances falling within Article 1(4) of the EEA Prospectus Regulation, provided that no such offer of Ordinary Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the EEA Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EEA Prospectus Regulation and each person who initially acquires any Ordinary Shares or to whom any offer is made under the Offers will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(e) of the EEA Prospectus Regulation. For the purposes of this provision, the expression “an offer to the public” in relation to any offer of Ordinary Shares in any Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for those Ordinary Shares, and the expression “EEA Prospectus Regulation” means Regulation (EU) 2017/1129. The Company is managed by Forward Partners Management which acts as the alternative investment fund manager for the purposes of the AIFM Directive. The marketing of Ordinary Shares to investors in certain jurisdictions is restricted and would need to be undertaken in accordance with the AIFM Directive or the relevant national private placement regimes of any EEA member states in which marketing was to take place. Notice to Distributors Solely for the purposes of the product governance requirements contained within Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (the “Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA’s Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA’s Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Ordinary Shares. 175085 Proof 4 Monday, July 12, 2021 19:54 ce. 5 Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels. Non-mainstream pooled investments status The Ordinary Shares will be “excluded securities” under the FCA’s rules on non-mainstream pooled investments. Accordingly, the promotion of the Ordinary Shares is not subject to the FCA’s restriction on the promotion of non-mainstream pooled investments. Data protection The information that a prospective investor provides in documents in relation to a purchase of Ordinary Shares or subsequently by whatever means which relates to the prospective investor (if it is an individual) or a third party individual (“personal data”) will be held and processed by the Group (and any third party to whom it may delegate certain administrative functions in relation to the Group) in compliance with the relevant data protection legislation and regulatory requirements of the United Kingdom and the Group’s privacy notice, a copy of which is available for consultation at the Group’s website at www.forwardpartners.com (“Privacy Notice”). Such information will be held and processed by the Group (or any third party, functionary or agent appointed by the Group) for the following purposes: • verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures; • carrying out the business of the Group and the administering of interests in the Group; and • meeting the legal, regulatory, reporting and/or financial obligations of the Company in England and Wales and elsewhere (as required). Where necessary to fulfil the purposes set out above and in the Privacy Notice, the Group (or any third party, functionary or agent appointed by the Group) will: • disclose personal data to third party service providers, agents or functionaries appointed by the Group to provide services to prospective investors; and • transfer personal data outside of the United Kingdom to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective investors as the United Kingdom. If the Group (or any third party, functionary or agent appointed by a member of the Group) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data are disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data. In providing such personal data, investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions. FORWARD-LOOKING STATEMENTS Certain statements contained in this document constitute forward-looking statements. When used in this document, the words may, would, could, will, intend, plan, anticipate, believe, seek, propose, estimate, expect, and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are primarily contained in Part 1 of this document. Such statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to vary from those described in this document. Should one or more of these risks or uncertainties materialise, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this document as intended, planned, anticipated, believed, proposed, estimated or expected. 175085 Proof 4 Monday, July 12, 2021 19:54 ce. 6 The forward-looking statements in this document are based on current expectations and intentions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Certain risks to the Company are specifically described in Part 4 of this document headed “Risk Factors”. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove to be incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements. These forward-looking statements are stated as at the date of this document. Neither the Directors nor the Company undertake any obligation to update forward looking statements or risk factors other than as required by the AIM Rules or by the rules of any other securities regulatory authority whether as a result of new information, future events or otherwise. NO INCORPORATION OF WEBSITE INFORMATION The contents of the Group’s website (www.forwardpartners.com) or any hyperlinks accessible from the Group’s website do not form part of this document and investors should not rely on them. EUROPEAN UNION LEGISLATION If and when a European Union instrument is incorporated into the law of the United Kingdom, a reference to that European Union instrument in this document shall, except where the context requires otherwise, mean the European Union instrument as so incorporated and any enactment, statutory provision or subordinate legislation that from time to time (with or without modifications) re-enacts, replaces or consolidates it for the purposes of the law of the United Kingdom. GOVERNING LAW Unless otherwise stated, statements made in this document are based on the law and practice currently in force in England and Wales and are subject to change therein. All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof. ROUNDING The financial information and certain other figures in this document have been subject to rounding adjustments. Therefore, the sum of numbers in a table (or otherwise) may not conform exactly to the total figure given for that table. In addition, certain percentages presented in this document reflect calculations based on the underlying information prior to rounding and accordingly may not conform exactly to the percentages that would be derived if the relevant calculations were based on the rounded numbers. CURRENCY PRESENTATION All references in this document to “Sterling”, “Pounds Sterling”, “£” and “pence” are to the lawful currency of the UK, all references in this document to “Euros” and “€” are to the lawful currency of the participating member states of the Eurozone and all reference in this document to “Dollars” and “US$” and “$” are to the lawful currency of the United States. THE GROUP References to the Group throughout this document are references to the group of companies and partnerships which will be established on or immediately prior to Admission and upon completion of the Acquisition Agreements. For the avoidance of doubt, the Group does not currently exist. Descriptions of the business, intentions and performance of the Group in this document are descriptions of the business, intentions and performance of Forward Partners and its subsidiaries and subsidiary undertakings and/or are descriptions of the business, intentions and performance of the Group as will be established shortly prior to Admission. GLOSSARY Terms specific to the venture capital market, or which are specific to the structure of the Group’s investments, are defined in the ‘Glossary’ set out on page 149 of this document. 175085 Proof 4 Monday, July 12, 2021 20:43 7 CONTENTS Page Placing and Retail Offer Statistics 8 Dealing Codes 8 Expected Timetable of Principal Events 9 Directors, Secretary and Advisers 10 Part 1 The Group 11 Part 2 The Initial Portfolio and Track Record 29 Part 3 Directors, Management and Administration 37 Part 4 Risk Factors 43 Part 5 The Placing and the Retail Offer 55 Part 6 Financial Information 59 Part 7 United Kingdom Taxation 97 Part 8 Additional Information 101 Part 9 Terms and Conditions of the Placing 133 Definitions 145 Glossary 153 175085 Proof 4 Monday, July 12, 2021 19:54 ce. 8 PLACING AND RETAIL OFFER STATISTICS Issue Price 100 pence Number of Placing Shares 34,749,490 Number of Offer Shares 1,750,510 Number of: (i) Ordinary Shares to be issued pursuant to the Acquisitions; (ii) JM Shares; and (iii) Subscription Shares 98,113,116 Number of Ordinary Shares in issue on Admission 134,613,117 Gross proceeds of the Placing £34,749,490 Gross proceeds of the Retail Offer £1,750,510 Gross proceeds of the Offers £36,500,000 Market capitalisation of the Company at the Issue Price immediately following Admission £134,613,117 Gross proceeds of the Offers as a percentage of market capitalisation on Admission 27.11 per cent. Estimated net proceeds of the Offers £33.7 million DEALING CODES The dealing codes for the Ordinary Shares are as follows: ISIN GB00BKPGBB09 SEDOL BKPGBB0 Ticker FWD Legal Entity Identifier 213800G3LF6776Y7IY64 175085 Proof 4 Monday, July 12, 2021 19:54 ce. 9 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2021 Publication of this document 13 July Completion of the Acquisitions immediately prior to Admission Admission and dealings expected to commence in the Ordinary Shares on AIM 8.00 a.m. on 19 July CREST accounts credited with New Ordinary Shares issued pursuant to the Offers (where applicable) 19 July Despatch of definitive certificates in respect of the New Ordinary Shares (where applicable) expected by no later than 26 July The dates and times specified are subject to change at the discretion of the Company and Liberum without further notice. All references to times in this document are to GMT time unless otherwise stated. 175085 Proof 4 Monday, July 12, 2021 19:54 ce. 10 DIRECTORS, SECRETARY AND ADVISERS Directors: Jonathan McKay, Non-Executive Chairman Nicholas Gwyn Brisbourne (Nic), Chief Executive Officer Matthew James Bradley (Matt), Chief Financial Officer (interim) and Chief Investment Officer Christopher Michael Peter Smith, Independent Non-Executive Director Susanne Johanne Given, Independent Non-Executive Director Company Secretary: Allen John Browning Registered Office: Commercial Unit 2 Aurora Buildings 124 East Road London N1 6FD Website Address: www.forwardpartners.com Nominated Adviser and Broker: Liberum Capital Limited Level 12, Ropemaker Place 25 Ropemaker Street London EC2Y 9LY Legal adviser to the Company: Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU Travers Smith LLP 10 Snow Hill London EC1A 2AL Reporting Accountants: Grant Thornton UK LLP 30 Finsbury Square London EC2A 1AG Auditors: Grant Thornton UK LLP 30 Finsbury Square London EC2A 1AG Registrar: Equiniti Limited Corporate Advice Aspect House Spencer Road Lancing, West Sussex BN99 6DA Legal adviser to the Nominated Adviser: Part 1 The Group. Image: in the Forward office. FP Admission Document (Updated).indd 3 06/07/2021 16:57 11 175085 Proof 4 Monday, July 12, 2021 20:07 12 PART 1 THE GROUP 1. INTRODUCTION Founded in 2013, Forward Partners is a well-established and respected London-based venture capital firm, specialising in supporting high growth, early-stage technology businesses. The Group brings together venture capital provider Forward Ventures, equity-free revenue-based financing through Forward Advances and highly specialised growth support from Forward Studio. This model supports founders to build stronger businesses and meet strategic goals faster – ultimately aiming to provide better outcomes for companies and investors alike. The Group has made 65 unique equity investments in early-stage, high growth UK companies (which includes Forward Advances), and has built a portfolio that has an Initial Portfolio NAV of c.£103.0 million as of 31 March 2021. It holds an eight-year track record of making venture capital investments, with a Gross IRR of 25.4 per cent. over that period to 31 March 20211. The management team brings together highly experienced venture capitalists, entrepreneurs, and expert consultants. Since 2015, Forward Partners has been backed by BlackRock, one of the largest institutional investors in the world. The Directors believe that the Forward Partners value-add offering, in addition to its core investment capital operation, provides the Group’s competitive advantage by: • enhancing the attractiveness of the Group as an investment partner to businesses seeking funding; • providing Shareholders with a new route to NAV growth through revenue-based lending, by opening access to a market of early-stage digital businesses less suited to traditional borrowing; and • enabling the Group to deliver higher returns to Shareholders, by providing portfolio businesses with specialist support and guidance from Forward Studio so to maximise their growth potential. The Directors believe that no other venture capital firm currently provides this combination of flexible, equity-based and equity-free funding options alongside strategic and executional support. 1.1 Significant commitments The Group secured early commitments from investors pursuant to the Placing, including BlackRock and Draper Esprit plc, who have subscribed for £15 million and £2 million worth of Ordinary Shares, respectively. 1.2 Investment model Forward Ventures – venture capital Forward Ventures invests capital into high-potential, early-stage businesses, typically focusing on operating models that leverage eCommerce, marketplace or applied artificial intelligence (“AI”) technology, in return for an equity stake in the business. Forward Ventures aims to seek out UK companies which: • are targeting a well-defined market with a product or service that solves a significant problem or meets a significant need; • are led by management the Directors believe have the ability to define and execute a vision; 1 The value includes all cashflows for the Group including any investments realised (sold or companies which have dissolved due to a cessation of trading). Excluding realisations to date the Gross IRR would be 28 per cent.. 175085 Proof 4 Monday, July 12, 2021 20:07 13 • are tackling a large, high potential market, utilising digital technology to disrupt the status quo and gain competitive advantage; • will be attractive candidates for acquisition by large corporations or public ownership by institutions by way of an initial public offering (“IPO”); and • have the potential to generate multiples of invested capital for investors. As at 31 March 2021, Forward Ventures’ portfolio consisted of 45 actively managed technology-led companies with an Initial Portfolio NAV of c.£103.0 million. These include Lexoo, an AI-powered legal outsourcing solution; Patch Plants, the UK’s first online pure-play house plant eCommerce platform; Ably, a technology company that builds real time infrastructure for the internet; Apexx, a global payments platform that consolidates providers to improve retail conversion; Cherryz, an eCommerce company focused on essentials and Koru Kids, a childcare company focusing on nanny sharing. See Part 2 of this document for additional information. Forward Advances – revenue-based financing Forward Advances (currently an investment held by Fund II), launched in 2020, provides flexible revenue-based financing to digital businesses. This type of funding is charged at a fixed percentage fee and repaid by the borrower as a percentage of its ongoing revenue. For businesses raising capital, it provides an option to finance growth without fixed repayments, covenants, warrants or other equity demands of traditional debt or venture capital. Using data-driven underwriting techniques and monitoring throughout the life of the loan, as at 25 June 2021, Forward Advances has seen gross internal rates of return above 25 per cent. with defaults to date of c.1 per cent.. Forward Advances seeks to support businesses that enjoy strong sales and indicators of growth potential, with a history of strong financial performance indicating the ability to repay the loan, including runway beyond the terms of the loan or profitability where the business is cash positive. Forward Studio – specialised growth support services Forward Studio provides portfolio companies with support from a team of start-up experts on a consultancy basis, aiming to address the needs of growing technology businesses. The Forward Studio team can provide in-depth knowledge and insight in various key areas and has delivered more than 200 projects for portfolio companies over the last five years. The Forward Studio approach, rather than driving profitability as a standalone business, aims to deliver greater returns for the Group and to Shareholders over the long term by improving growth prospects within the existing portfolio and enhancing the attractiveness of the Group as an investment partners to potential portfolio companies. Forward Studio’s services include: • Product development: design of technology products and customer experiences based on deep customer insight and understanding; • Engineering: realisation of technology and products; • Growth: strategy and support to drive customer acquisition and retention through marketing and product-led activity; • Brand development: strategic positioning, proposition, visual identity development alongside development of engagement and acquisition strategy; • Cultural development: support to develop high-performing culture, through collaborative development of company values and goals alongside executive coaching; and • Team recruitment: support to find and hire top talent alongside coaching that prepares portfolio teams for growth. 175085 Proof 4 Monday, July 12, 2021 20:07 14 1.3 Acquisition Price for Fund I and Fund II Immediately prior to Admission, the Company will acquire the Initial Portfolio, comprising minority interests in early-stage technology companies held by Fund I and Fund II, which had an Initial Portfolio NAV of c.£103.0 million. The valuation of the Initial Portfolio for the purposes of the Forward Funds Acquisition has been calculated by reference to the Initial Portfolio NAV, taking into account adjustments detailed below, including a price adjustment in respect of the acquisition by the Group of Forward Advances (currently an investment held by Fund II), cash held by Fund I, Fund II and Forward Advances, a carried interest provision and monies drawn down (and invested) from Fund II since 31 March 2021: • adjusting for removal of Forward Advances from the portfolio: Forward Advances is currently held in Fund II, with a valuation as at 31 March 2021 of c.£2.2 million. Pursuant to the terms of the Forward Funds Acquisition, Forward Advances will instead be acquired at its loan book valuation as at 31 March 2021 of c.£0.6 million and £1.3 million of cash in the bank (totalling £1.9 million), and following Admission become a wholly-owned subsidiary of the Company. Adjusting for Forward Advances represents a negative adjustment of c.£0.3 million to arrive at the Acquisition Price; • adjusting for cash: as at 31 March 2021 Fund I and Fund II held c.£0.8 million in Fund I and Fund II bank accounts on behalf of fund investors and Forward Advances’ bank account. Adjusting for cash held on account represents a positive adjustment of c.£0.8 million to arrive at the Acquisition Price; • adjusting for the carry provision: if the Initial Portfolio was liquidated at the Initial Portfolio NAV, c.£8.4 million would have been payable pursuant to the existing carried interest schemes of Fund I and Fund II (such carried interest schemes will continue within the Group following Admission). Adjusting for carried interest represents a negative adjustment of c.£8.4 million to arrive at the Acquisition Price; and • adjusting for additional funds drawn: between 31 March 2021 and 25 June 2021, Fund II drew additional funds totalling c.£2.4 million for further follow-on and new investments, which represents a positive adjustment to arrive at the Acquisition Price, further detail of which is included at paragraph 9 of this Part 1 below. Accordingly, the Company will acquire the Initial Portfolio for c.£97.5 million (the “Acquisition Price”), being the Initial Portfolio NAV net of the adjustments listed above which in aggregate amount to a c.£5.4 million reduction. Bridge from 31 March 2021 “Initial Portfolio NAV” to “Acquisition Price” Source: Forward Partners’ internal data Initial Portfolio NAV (as at 31/03/21) Forward Advances adjustment (as at 31/03/21) Cash at bank (Fund I, Fund II & Advances, as at 31/03/21) Carry Interest (as at 31/03/21) Drawdown (31/03/21- 25/06/21) Acquisition Price 175085 Proof 4 Monday, July 12, 2021 20:07 15 1.4 Environmental, social and corporate governance (“ESG”) The Group takes its responsibility as a company, employer and investor seriously. It has dedicated programmes aimed at delivering key initiatives across a range of key areas as well as creating step changes in Forward Partners’ ESG credentials. Its policies are reviewed each quarter by the ESG committee to ensure accurate reporting and measuring of relevant indicators. Environmental policy The Group’s environmental policy is published on its website. The policy outlines the Group’s commitments to: • track, measure and reduce the Group’s carbon emissions (aligning with the Paris Protocol); • minimise waste through managing consumption and recycling, aiming to become single use plastic free by 2027; • where possible, ensure consumables, equipment and suppliers support the Group’s environmental goals; • minimise the emissions impact of commuting and business travel, without impacting the Group’s performance; and • introduce an educational programme to enable the team to successfully deliver the Group’s environmental commitments. Social inclusion and diversity policy The Group’s inclusion and diversity policy is published on its website. The policy outlines the Group’s commitments to improve: • diversity, both in terms of gender equality and support for minorities; • inclusion, by ensuring a fair and safe workplace; and • the Group’s investments by improving the diversity and inclusion of the investment pipeline. Governance As a company that will be admitted to trading to AIM, the Directors support high standards of corporate governance and have decided to comply with the QCA Code from Admission. 1.5 Investment rationale The Directors believe that early stage digital businesses in the UK hold the potential for attractive long-term returns for investors and that early-stage venture funding provides the best access to this growth potential for Shareholders. UK VC investment has seen strong growth through the last decade. The UK market is larger by value of deals than the next three European markets combined (Germany, France and Sweden) as well as in terms of the number of companies valued at more than $1 billion. Recent performance of UK VC funds (with a vintage year between 2012 to 2016) reported by The British Business Bank in a report dated October 2019 has shown that performance now matches that of the US, both in terms of total value over paid capital (1.49x UK vs. 1.52x US) and distributions over paid capital (0.36x UK vs. 0.22x US). The Directors believe that the Group has the opportunity, as a quoted VC investment firm, to offer investment in a diverse portfolio of high potential, early stage digital businesses, supported by value- add services, in order to deliver attractive long-term returns for Shareholders. The Directors believe the Group’s approach holds several distinctive advantages: • early-stage deals enable the Group to invest at modest valuations; • the resulting portfolio is naturally diversified and has low investment concentration; 175085 Proof 4 Monday, July 12, 2021 20:07 16 • the Group’s investment model and mid-level exit targets can produce attractive returns with the potential for outperformance from higher valuation exits; and • Forward Ventures and Forward Studio build proprietary knowledge and competitive advantage by focusing on challenges faced by early-stage businesses with high-growth potential who leverage specific technology-led operating models. 1.6 Reasons for Admission and use of proceeds The Directors believe that Admission will create new opportunities for the Group to better serve its portfolio companies, whilst enhancing the profile and standing of the Group in the UK VC market, providing the following benefits for the Group: • access to additional equity financing to support future investments in accordance with the Company’s investment policy; • quoted shares may provide an attractive form of consideration to vendors of potential target investment companies; • reputational enhancement due to the improved corporate governance of AIM-quoted companies; and • the ability to attract, retain and incentivise existing and future employees. The Company has raised gross proceeds of £36,500,000 pursuant to the Offers, principally to make future investments in line with the Company’s investment policy, to fund Forward Advances lending and to provide working capital for the Group to pursue growth plans. 2 INVESTMENT MODEL AND MARKET OPPORTUNITY Market opportunity and sector focus At the heart of the UK’s early stage venture capital market, Forward Partners is a recognisable and respected brand in a market experiencing unprecedented growth. The Group’s collective experience and focus on investments into high-growth digital businesses has allowed it to maintain steady growth in spite of the challenges presented by the Covid-19 pandemic and Brexit. UK and London VC market The UK is Europe’s top-scaling tech nation. Startup and scaleup ecosystem value $bn (2015-2020) Source: Tech Nation, Dealroom 2021 Within the European landscape London leads high tech investment, with over double that accrued by Berlin (the second highest) from 2015 to 2020. Cambridge, Bristol, Edinburgh and Oxford also make the top 20 European cities for tech investment. Furthermore, the UK government has been assessing the country’s competitiveness in global financial markets and is aiming to attract further investment into the UK post-Brexit. The UK Listings 175085 Proof 4 Monday, July 12, 2021 20:07 17 Review (published in March 2021) outlines recommendations designed to provide more flexibility for potential exit opportunities for VC and early-stage investors – namely that dual class share structures should be allowed to list on the premium segment of the London Stock Exchange’s Main Market as well as recommending that requirements for free float should be reduced from 25 per cent. to 15 per cent.. VC investment by European city (2020) Source: Tech Nation, The Future UK Tech Build Report, 2021 Despite the uncertainty from Brexit and Covid-19, the UK has continued to attract VC investment. Venture financing in London has grown for the 5th quarter in a row in terms of deal value ($5.1 billion in Q1 2021 according to KPMG Private Enterprise’s Venture Pulse Q1 2021 Report). Early stage VC market Early stage venture capital is still a relatively underserved market and less contested space. Source: Tech Nation, Dealroom 2021 Investing and supporting businesses through early stages can mean investing at lower valuations and provide an opportunity to set a business up to grow at scale. The later-stage VC market across Europe, particularly in the UK, is strong, meaning businesses that have received early-stage VC funds have a good chance of accessing further growth capital. In Europe, c.$20 billion of venture funds were raised in 2020, up from c.$19 billion in 2019. The Directors believe that this suggests ongoing liquidity in the market. Up rounds (follow-on fund raising rounds that are at a higher valuation to the previous) continued to trend higher as a proportion of total rounds, which provides a positive backdrop for valuations across the market. 175085 Proof 4 Monday, July 12, 2021 20:07 18 Median deal size ($ million) by stage in Europe Up, flat or down rounds in Europe (2013-2021) Source: KPMG Private Enterprise, Venture Pulse Q1 2021 Report eCommerce, marketplaces and applied AI Tech-driven investments have continued to emerge as the predominant VC investment trend. Covid-19 has accelerated these trends with changing consumer behaviours moving towards greater reliance on technology. Pitchbook believes this is likely to continue for the next decade. VC deals (#) by sector Source: PitchBook European Venture Report Q1 2021 The Group’s investment focus fits well with the growth in investment into tech-driven companies, accelerated by Covid-19 and consumer behaviour changes. The Group operates a focused investment strategy within the UK market around three scalable technology-led operating models: eCommerce, marketplace and applied AI. This approach has enabled the Group to build significant experience, network and expertise around its specialisms, driving competitive advantage and stronger decision-making around new investments. eCommerce Covid-19 has accelerated consumer behavioural changes that are driving an increasing number of transactions online. The Group is growing a portfolio of companies focused on the next generation of eCommerce products and solutions, leveraging these key trends in demand for products, online purchasing and payments. These include Patch Plants, Spoke and Cherryz. Marketplace Marketplace businesses have the power to increase market transparency, greatly increase efficiency and build trust between transacting parties. These platforms create value for an engaged audience by aggregating supply and demand in industries that have traditionally been fragmented. The Group is growing a portfolio of companies focused on creating platforms that significantly 175085 Proof 4 Monday, July 12, 2021 20:07 19 impact a market, leveraging technology and a scalable business model. These include Fy!, Breedr and Appear Here. Applied AI The application of AI technology to common use cases has the potential to transform industries as an enabler of new business models and value creation. The Group is growing a portfolio of companies leveraging well understood AI techniques to build new and superior products and have the ability to bring a product to market quickly. These include Juno, Thread and Robin AI. High-growth digital small and medium enterprises (“SMEs”) Forward Advances was created to further serve the needs of this market, complement Forward Ventures’ proposition and to grow market share for the Group. In March 2020, the SME lending market was worth c.£191 billion. The Directors believe that many small businesses do not have good enough access to finance. By addressing this market with a technology-forward, data-driven approach, the Group is able to provide a more suitable product for SME growth, reduce risk of default and produce long-term value for Shareholders. 3. THE GROUP 3.1 History In 2013, Nic Brisbourne noted the emergence of two trends in the US: (i) the emergence of VC funds focused on seed and pre-seed investing; and (ii) new high value-add funds that were employing teams to support companies with executional expertise. These firms were offering a better service for founders and their businesses, helping them win deals and produce better returns for investors. These trends highlighted two gaps in the market in the UK – and the opportunity to launch a new fund in a less competitive space. Nic approached Neil Hutchinson, a successful entrepreneur and the founder of Forward Internet Group (a privately funded collection of internet businesses focused on consumer engagement and innovation, including comparison site uSwitch), who became the Group’s first investor. Nic agreed to join Forward Internet Group in 2013 and establish a new fund whilst managing existing investments. In May 2014, Fund I was registered and was subsequently spun out of Forward Internet Group. The brand name of the newly spun out fund was chosen as ‘Forward Partners’. This name was chosen to reflect a forward-thinking venture capital firm that would form a new type of relationship with portfolio companies, partnering with them via a high value-add model. Matt Bradley, an ex-investment banker and entrepreneur, joined Forward Partners in 2014. In 2018 he became a Partner at Forward Partners, assuming leadership of the Investment Team. Matt is now CFO (interim) and CIO. Jasel Mehta joined the Group in the summer of 2018 to lead the Forward Studio team – bringing 13 years’ experience working at AKQA with clients including Audi, Coca Cola, Nike and Nissan. Jasel is now Chief Operating Officer. In April 2020 the Group brought a new product to market that was designed to solve a financing problem for early-stage digital businesses in the UK. Forward Advances provides early-stage businesses with an alternative to equity funding by offering a flexible revenue-based lending product – an advance – as opposed to a traditional fixed loan. It leverages newly-available data via open banking, eCommerce and payment platforms to advance capital to start-ups. The development of Forward Advances is an important demonstration of the Group’s flexible approach to funding the most exciting businesses of the future. Today, the Group holds 46 actively managed portfolio companies through Fund I and Fund II and is growing a new customer base with Forward Advances, with 53 customers as at 25 June 2021. 175085 Proof 4 Monday, July 12, 2021 20:07 20 3.2 The Initial Portfolio Shortly before Admission, the Company will acquire the Initial Portfolio of 46 actively managed investments pursuant to the Forward Fund I Offer Letters, the Forward Fund II Offer Letter and Deeds of Transfer. As at 31 March 2021, the Initial Portfolio (which at that date comprised 45 actively managed primary investments) had an Initial Portfolio NAV of c.£103.0 million. Details of the Initial Portfolio are set out at paragraph 1 of Part 2 of this document. 4. INVESTMENT OBJECTIVE AND INVESTING POLICY 4.1 Investment objective The investment objective of the Group is to generate net asset growth for Shareholders through investing in, providing financing to and cultivating development of early-stage high-growth potential digital businesses. 4.2 Investing Policy The Group will seek to achieve its investment objective through investing in UK-based pre-seed and seed stage businesses which show strong growth potential and offer attractive risk weighted returns. Forward Ventures will typically seek to secure a significant minority stake in its investee businesses, while also maintaining an appropriate level of diversification within the portfolio with the majority of investments typically comprising under 10 per cent. of NAV. Forward Partners will seek investments in digital businesses utilising eCommerce, marketplace and applied AI operating models, but will also consider investment opportunities outside its core focus which offer significant return potential and in which the Directors have the necessary expertise and experience to be able to identify and manage the opportunity. Form of investment Investments in early-stage businesses are expected to be in the form of equity, however, investments may also be by way of debt, convertible securities or investments in specific projects. The Directors intend to take positions in unquoted companies, with suitable minority protection rights where appropriate and pre-emption rights in respect of follow-on funding. The Group frequently takes board positions at portfolio companies, depending on the profile and needs of the individual portfolio company with a view to maximising chances of success and to maintain operational efficiency for the Group. It is envisaged that the Group will make initial investments of between £200,000 and £2 million. The same amount or more will then be made in follow-on investments into the portfolio companies that the Directors believe are the most promising. In order to maximise the value of an investment, the Directors expect that investments will be held for at least five years, however, the Company may dispose of investments outside this timeframe if an appropriate opportunity arises. In the event that there are suitable investment opportunities available at the relevant time, the Directors intend to re-invest the proceeds of disposals in accordance with the Group’s Investing Policy. In the event that the Directors believe that there are no suitable investment opportunities available, the Directors will consider returning the proceeds to Shareholders in a tax efficient manner. Borrowing The Group does not currently utilise borrowings. It does however, intend to enhance shareholder returns over the long term by using debt to finance a portion of the Forward Advances loan book. As such, the Group has agreed the terms of a £5 million revolving debt facility with Triple Point Advancr Leasing plc. The facility is for a term of three years and will be entered into on or around the date of Admission. Treasury Cash held by the Group pending investment in accordance with the Investing Policy will be managed by the Group in accordance with the Group’s treasury policy and placed in bank deposits with major global financial institutions, in order to protect the capital value of the Group’s cash assets. The 175085 Proof 4 Monday, July 12, 2021 20:07 21 Directors currently intend to maintain the Fund I and Fund II structure for the purposes of holding investments following Admission. Forward Advances Forward Advances provides revenue-based financing (an “Advance”) to UK-incorporated digitally focused businesses within eCommerce, software as a service (“SaaS”), Marketplace or Apps, with a minimum of six months trading history and monthly revenues in excess of £10,000 and up to £2 million per month. The Group will predominantly make Advances of between £10,000 and £1 million, with principal Advance value equivalent to up to 1.5x of a business’s monthly recurring revenue. Instead of an interest rate the Group charges customers a fixed fee which, currently, is typically 6 per cent. of the value of the Advance. Forward Advances aims to lend smaller principle Advance values with shorter terms, with successful customers being eligible for second, third and fourth Advances. Advances typically have a six-month term with repayments as a percentage of monthly revenue, meaning that businesses pay back faster as revenues grow, and Forward Advances can adjust the repayment terms over the life of the Advance in certain circumstances (for example, if revenues are tracking ahead or behind expected rates) so to maximise the potential return. Businesses also have access to further capital where required during the Advance period, once 70 per cent. of the Advance has been repaid or the businesses exhibits strong financial growth indicators. 5. INVESTMENT PROCESS Forward Ventures utilises a number of outbound and inbound activities to develop a strong pipeline of investment opportunities for the Group. 5.1 Sourcing opportunities The Directors intend to identify new investment opportunities through a variety of methods, including, but not limited to: • Referrals from the Group’s network: The Group receives many referrals from its network of contacts across the business. Referrals come from multiple sources including VC funds, angels and private investors including family offices, entrepreneurs and operators both within the Group’s portfolio and outside of it, accelerator and educational programmes, and the Group’s broader network of business contacts. • Brand driven inbound enquiries: The Group is frequently contacted directly by entrepreneurs. This contact is driven by marketing activities as well as the strength and reputation of the Group’s brand in the market. • Content marketing and community engagement: As an early-stage investor, the Group believes it to be important to run programmes and events in order to originate opportunities as they are being formulated in the minds of entrepreneurs. The Group produces written research including start-up guides, runs monthly “Ask us Anything” and “Office Hours” (20-minute sessions held with pre-seed founders who pitch ideas to the Group) sessions; hosts at least two educational “Founders Programmes” (five week workshop for founders) per year, and runs special edition “FP Live” events in person. • Outbound activity: Research and analysis on market and technology trends supports Forward Ventures to develop focused investment strategies. From that vantage point, the Group may reach out to specific businesses or individual entrepreneurs for investment discussions. 175085 Proof 4 Monday, July 12, 2021 20:07 22 5.2 Review and approval Members of the Forward Ventures investment team (the “Investment Team”), primarily the ‘Investors’ and ‘Investment Associates’, are responsible for the investment pipeline and moving investment opportunities through the process from a lead to an investment. Typically, between five and ten per cent. of all leads are invited to a first meeting. Initially, the attractiveness of an opportunity is assessed by the Investment Team against three broad criteria: the market, the product, the team. Given the lack of data available for due diligence of early-stage companies the Investment Team seeks to use quantitative analysis and framework-driven thinking to bring rigour to the selection of investments at each stage of the pipeline. • Market opportunity: When assessing the attractiveness of a market, the size, accessibility, degree of direct and indirect competition, regulatory risk, and reputational risk are all analysed, among other factors. Investments are focused around three core technology-led operating models, which can create opportunities across a range of sectors. The Investment Team assesses the market for each opportunity on a case-by-case basis. • Product viability: When assessing the attractiveness of products the Investment Team analyses a number of factors, including the strength of the value proposition, the potential for network effects, technological defensibility/advantage, platform risk, social benefits and externality analysis, and potential routes to market including strategic approaches to marketing. • Team capability: When assessing the strength of entrepreneurs and their teams, the Group’s own proprietary framework is used. This framework is rooted in academic research, professional literature and the Directors’ and Investment Team’s own experience. The framework assesses a number of factors across two broad categories of skill/expertise and personality. The framework-led approach enables Investors to act independently – which the Directors believe to be highly important within the context of such nuanced decision making. The Investment Team holds regular discussions to build skills and instincts and improve efficiency and effectiveness. If an Investment Team member believes an opportunity to be sufficiently attractive to investigate in person, the opportunity is advanced from the top of the funnel into the first stage of the pipeline. The investment pipeline has three stages: • First meeting – typically with an Investor or Investment Associate. • Second meeting – with the investment lead on the opportunity and the CFO. • Third meeting – with the wider team, including the CEO. Progression through the pipeline is discussed continuously among the Investment Team through a weekly pipeline meeting (including the CEO and CFO) where the relative attractiveness and strategy-related suitability of the opportunities in the pipeline is discussed. In support of these three stages the Investment Team maintains frequent interaction with the businesses and spends further time in discussion with referees. The Investment Team also looks to leverage the expertise of Forward Studio and invites members of the Forward Studio team to investment meetings or due diligence sessions as appropriate. Following a third meeting and a successful conclusion of opportunity-related due diligence, the investment lead will look to agree terms with the business. Once a term sheet has been agreed between Forward Ventures and a business, financial and legal due diligence are carried out internally (including the negotiation of legal agreements). This period can last up to 3 months depending on the complexity of the transaction and the amount of factual substantiation required. 175085 Proof 4 Monday, July 12, 2021 20:07 23 In 2020, the Group reviewed in excess of 4,000 opportunities, held 445 first meetings and conducted detailed due diligence on 40 of the most promising opportunities. This ultimately led to five investments. 5.3 Investment monitoring The Group maintains open and frequent communication with its portfolio companies. In many instances, portfolio companies and the relevant member of the Investment Team are in communication on a daily to weekly basis in order to provide advice, share ideas and to look to progress the company in question. Sometimes the Group will take a board seat, sometimes the Group chooses not to depending on the portfolio company’s specific requirements. In order to fulfil reporting obligations, the Group is in contact with each portfolio company at least quarterly to understand its progress against agreed-upon key performance indicators. From Admission, the Group will report the total portfolio NAV and provide deeper insight into the top-15 investments and any investments which have made significant progress in the period, all on a half- yearly basis. Reports from the Group’s portfolio companies are reviewed on a regular basis and formal reviews, based on financial performance, are carried out twice yearly, with a particular focus on large and fast-growing assets. Forward Ventures assigns portfolio companies to different members of the Investment Team. The Investment Team will monitor the progress of the Group’s investments. The CEO will update the Directors on the progress of the Group’s investments at each meeting of the Board, with additional updates being provided where significant events have occurred which may impact the Group’s income, expenditure or asset value. 5.4 Investment Management The investment portfolio is grouped into two categories: actively managed companies in which the Group has a board or observer seat, and passively managed companies. For actively managed companies, a member of the Investment Team will attend board meetings every one to three months and will receive financial and management information from the portfolio company. For passively managed companies, a representative of the Group will not attend board meetings. The Investment Team will maintain an appropriate level of oversight determined by the potential outcomes of the company. In all cases, a member of the Investment Team or finance team is allocated as the point of contact for a portfolio company and that person is responsible for providing an update for quarterly reporting. Many portfolio companies require further rounds of investment ahead of the Group’s point of exit. When this happens, new investors join the list of shareholders and take part in investment management. For actively managed investments requiring Series B funding (or beyond) the Group may relinquish its board seat, should it hold one. This is appropriate for portfolio companies at a later stage of maturity as they may benefit from the advice and management of later-stage investors. This also allows the Group to redirect the time of the Investment Team into earlier stage investments, where the Group’s expertise is most relevant. 5.5 Dealing with Underperformance Forward Ventures Forward Ventures and Forward Studio work together to ensure any underperformance is detected and evaluated early. Performance is highly nuanced and is assessed in the context of each specific organisation. Where there is a reasonable and clear route to dealing with the cause, changes will be implemented. For example, where changes at board, management or operational level are necessary, the Investment Team works closely with the portfolio company to ensure smooth and speedy resolution. Often this is supported by the Forward Studio People Team to oversee that recruitment, handover and cultural issues are appropriately managed. 175085 Proof 4 Monday, July 12, 2021 20:07 24 Where no solution is found, or changes made do not yield results, an agreement will be reached and the Investment Team will implement a more conservative approach to managing the investment. Actions can include reducing time with a portfolio company, stepping down from the board and where a business has materially underperformed versus plan, writing down its value, based on the judgement of the investment team, CEO and CFO. Forward Advances Forward Advances follows an account-based approach with its customers, building relationships and maintaining regular contact to understand the financial health and growth of their businesses. Additionally, the Forward Advances team monitors key financial indicators in real-time through open banking and integrations with eCommerce and ad-serving platforms. Customer performance is monitored on a real-time basis and repayments are made weekly. Should financial performance become a concern, or a customer fails to meet a weekly payment, Forward Advances moves them into a process to discuss issues and find a resolution. Where a customer fails to meet repayments within 30 days, Forward Advances will look to recover the funds. 5.6 Holding and exit strategy The Group’s investment holding period and exit strategy will depend on the position of the investee company in question, the available exit opportunities and the size of the Group’s investment. While the Directors intend to hold investments for at least 5 years, the Group may dispose of investments outside this timeframe if an appropriate opportunity arises. The value realised from early disposal would be required to represent a satisfactory return on the initial investment and/or otherwise enhance the value of the Group, taken as a whole. The Board, as advised by the Executive Directors, would make an informed judgement. 6. USE OF PROCEEDS The Company has raised estimated net proceeds of c.£33.7 million pursuant to the Offers, which are intended to be used: • to make investments in line with the Group’s Investing Policy; • to provide capital to fund Advances made by Forward Advances; • to provide working capital for the growth and development of the Group’s business; and • to fund the costs of Admission and the Offers. 7. THE ACQUISITIONS Shortly before Admission, the Company will acquire Forward Partners Management (the existing FCA authorised and regulated management vehicle of the Group) and the Initial Portfolio pursuant to the Acquisitions. 7.1 Forward Partners Management On 12 July 2021, the Company entered into the Forward Partners Management Acquisition Agreement pursuant to which it agreed to acquire the entire issued share capital (being one ordinary share) of Forward Partners Management. The consideration paid for the acquisition of Forward Partners Management was the issue to Nicholas Brisbourne of one Ordinary Share in the capital of the Company. Nicholas Brisbourne has given certain warranties customary for a transaction of this type. Further details of the Forward Partners Management Acquisition are set out at paragraph 9.1 of Part 8 of this document. 7.2 The Initial Portfolio Between 8 July and 12 July 2021, the Company entered into the Forward Fund I Offer Letters and the relevant Deeds of Transfer pursuant to which it agreed to acquire the existing limited partnership interests in Fund I. The consideration to be paid for the acquisition of the limited partnership interests 175085 Proof 4 Monday, July 12, 2021 20:07 25 in Fund I is the issuance by the Company of 42,879,969 Ordinary Shares at the Issue Price, in satisfaction of an amount in aggregate equal to the limited partners’ allocation of any net distributable cash distributed as between the Fund I limited partners were all the Fund I investments realised at their Net Asset Value of c.£48.3 million as at 31 March 2021 adjusted for the following: (a) Adjustment for cash held on account Cash in the Fund I bank account as at 31 March 2021 of c.£0.1 million will be paid for on a pound for pound basis. Adjusting for cash held on account increases the value by c.£0.1 million. (b) Adjustments for carried interest provision The existing carried interest schemes of Fund I will continue under the ownership of the Company. An adjustment has therefore been made to recognise the aggregate carried interest provision of c.£5.5 million of Fund I as at 31 March 2021. Adjusting for the carried interest provision decreases the value by c.£5.5 million. The Company will acquire Fund I for c.£42.9 million, being the Fund I Net Asset Value net of the adjustments listed above which in aggregate amount to a c.£5.4 million reduction. Between 8 July and 12 July 2021, the Company entered into the Forward Fund II Offer Letter and the relevant Deed of Transfer to acquire the existing limited partnership interest in Fund II. The consideration to be paid for the acquisition of the limited partnership interest in Fund II is the issuance by the Company of 54,633,146 Ordinary Shares at the Issue Price, in satisfaction of an amount equal to the limited partner’s allocation of any net distributable cash were all the Fund II investments realised at their Net Asset Value as at 31 March 2021 adjusted for the following: (a) Adjustment for removal of Forward Advances from the portfolio Forward Advances is currently held in Fund II, with a holding valuation as at 31 March 2021 of c.£2.2 million. Pursuant to the terms of the Forward Funds Acquisition, Forward Advances will instead be acquired at its loan book valuation of c.£0.6 million plus cash held on account of c.£1.3 million as at 31 March 2021, giving a total valuation of c.£1.9 million and will, on Admission, become a wholly-owned subsidiary of the Company. Adjusting for Forward Advances reduces the value by c.£0.3 million. (b) Adjustment for cash held on account Cash in the Fund II bank account as at 31 March 2021 of c.£0.7 million will be paid for on a pound for pound basis. Adjusting for cash held on account increases the value by c.£0.7 million. (c) Adjustments for carried interest provision The existing carried interest schemes of Fund II will continue under the ownership of the Company. An adjustment has therefore been made to recognise the aggregate carried interest provision of c.£2.9 million of Fund II as at 31 March 2021. Adjusting for the carried interest provision decreases the value by c.£2.9 million. (d) Adjustment additional funds drawn Between 31 March 2021 and 25 June 2021, the Group drew additional funds from Fund II totalling c.£2.4 million for further follow-on and new investments. Adjusting for additional funds drawn increases the value by c.£2.4 million. The Company will acquire Fund II for c.£54.6 million, being the Fund II Net Asset Value net of the adjustments listed above which in aggregate amount to a c.£0.1 million reduction. Further details of the Initial Portfolio are set out at paragraph 1 of Part 2 of this document. 175085 Proof 4 Monday, July 12, 2021 20:07 26 8. SELECTED FINANCIAL INFORMATION The Company has not traded since incorporation and has therefore not produced any financial information. The following financial information for Forward Partners Management for the three years ended 31 December 2020 has been derived from the historical financial information of Forward Partners Management presented in Section B of Part 6 of this document, prepared in accordance with IFRS, and should be read in conjunction with the full text of this document. Investors should not rely solely on the summarised information. Year ended Year ended Year ended 31 December 31 December 31 December 2018 2019 2020 £’000 £’000 £’000 Audited Audited Audited Revenue 2,875 3,256 3,395 Profit/(loss) before taxation 239 96 (155) Profit/(loss) for the year 190 73 (133) Net Assets 542 615 482 9. CURRENT TRADING AND PROSPECTS Fund I and Fund II had a fair value of c.£69 million as at 31 March 2020. As at 31 March 2021, the Initial Portfolio NAV2 was c.£103 million, representing a 49.3 per cent. increase. This performance has been driven by a number of portfolio companies raising new money in up rounds as they continue to look to finance their growth, in addition to strong trading-related mark ups at many of the Group’s key assets. The impact of Covid-19 has been positive overall for the portfolio as restrictions have increased the demand for online products and services. A small number of the Group’s portfolio companies have suffered negative effects, though the overall health of the portfolio is good, as demonstrated by year-on-year NAV growth. The Group targets underlying NAV growth of 20 per cent. over the cycle. A number of the Group’s more mature investments are looking to exit in the short-to-medium term, meaning that the Directors expect significant realisations within two to three years. Forward Ventures’ target sectors (applied AI, digital marketplaces and eCommerce) are well placed for continued growth given the ever- increasing number of online transactions and software usage across both business and consumer markets. As a result, the Directors are confident that the Group will continue to deliver NAV growth. Progress since 31 March 2021 The Group has made good progress since 31 March 2021 (being the most recently reported NAV) with Forward Ventures, making c.£1.9 million of follow-on investments in Up Learn, HIGHR, and Ably, and a c.£650,000 investment into Clustermarket, a new portfolio company. Additionally, Forward Advances increased its loan book by 333 per cent. from c.£600,000 to c.£2.6 million between 31 March 2021 and 25 June 2021. 10. VALUATION Valuations of the Group’s investments will be conducted as at 30 June and 31 December. The valuations of the Group’s investments will be in compliance with IFRS and in accordance with the International Private Equity and Venture Capital Valuation Guidelines. The Group will prefer to take a market approach where possible, most often based on calibration to the price of the recent investment and market multiples. Alternative methodologies may be considered in accordance with IPEV. The first valuation will be conducted as at 31 December 2021. The Net Asset Value (and Net Asset Value per Ordinary Share) will be calculated half-yearly by the Group. Details of each half-yearly valuation of the Company’s investments, the Net Asset Value and the Net Asset Value per Ordinary Share, and of any suspension in the making of such valuations, will be announced by the Company on a Regulatory Information Service as soon as practicable after the end of the relevant period. 2 The fair value of the Initial Portfolio as at 31 March 2021 and calculated in accordance with the Group’s Valuation Policy. 175085 Proof 4 Monday, July 12, 2021 20:07 27 The calculation of the Net Asset Value will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained or in other circumstances which prevents the Company from making such calculations. Details of any suspension in making such calculations will be announced through a Regulatory Information Service as soon as practicable after any such suspension occurs. 11. MEETINGS, REPORTS AND ACCOUNTS The consolidated financial statements of the Company and its subsidiaries will be prepared in Sterling under IFRS. The Company’s annual report and audited annual consolidated financial statements will be prepared up to 31 December each year, with the first accounting period of the Company ending on 31 December 2021. It is anticipated that copies of the annual report and audited annual consolidated financial statements will be sent to Shareholders by the end of April each year. The Company will also publish a half-yearly interim report and unaudited interim condensed consolidated financial statements covering the six months to 30 June each year. The first financial report and accounts that the Company will publish will be for the period from incorporation to 31 December 2021. The Company intends to hold its first annual general meeting by no later than 30 June 2022 and will hold an annual general meeting each year thereafter. 12. DIVIDEND POLICY The Company’s current intention is to reinvest the net proceeds of any realisations in the Group’s portfolio. However, the Directors may consider the payment of dividends (or other methods of returning net proceeds to Shareholders in a tax efficient manner) in the future when, in their view, the Company has sufficient distributable profits after taking into account the working capital needs and investment opportunities of the Group. 13. INCENTIVISING MANAGEMENT AND EMPLOYEES The Directors believe that the success of the Group depends, in part, on the future performance of the Investment Team and other employees. The Directors recognise the importance of ensuring that employees are incentivised and identify closely with the success of the Company. The Directors intend to establish a discretionary share option scheme in the form of a performance share plan and have established a profit participation scheme in the form of a carried interest plan. Please see paragraph 3 of Part 8 of this document for further details of these performance plans. 14. FURTHER ISSUE OF ORDINARY SHARES The issue of further Ordinary Shares for cash is subject to pre-emption rights in favour of existing Shareholders, which may be disapplied by Shareholders by way of a special resolution. Pursuant to a resolution passed by the Company’s initial shareholder, the Directors will have authority following Admission to issue further Ordinary Shares for cash on a non pre-emptive basis up to an amount representing ten per cent. of the issued Share Capital on Admission to expire on the later of the Company’s first annual general meeting and fifteen months from the date of the passing of the resolution. 15. REPURCHASE OF ORDINARY SHARES The Directors will have general authority to make market purchases immediately following Admission of up to 14.99 per cent. of the issued share capital on Admission. Such authority shall expire, and seek to be renewed, at the first annual general meeting of the Company. There is no present intention to exercise such general authority. However, the making and timing of any market purchases is at the absolute discretion of the Board and not at the option of the Shareholders. Such purchases may only be made provided the price to be paid is not more than the higher of: (i) five per cent. above the average of the middle market quotations on AIM for the Ordinary Shares for the five Business Days before the purchase is made; or (ii) the higher of the price of the last independent trade and the highest independent bid at the time of purchase for the Ordinary Shares. 16. TAXATION Information regarding UK taxation is set out in Part 7 of this document. That information is intended only as a general guide to the current tax position under UK law. If you are in any doubt as to your tax position, you should contact your independent professional adviser. 17. RISK FACTORS The Company’s performance is dependent on many factors and potential investors should read the whole of this document and in particular the risk factors set out at Part 4 of this document. 175085 Proof 4 Monday, July 12, 2021 20:07 28 Part 2 The initial portfolio & track record. Image: Would You Rather Be. FP Admission Document (Updated).indd 4 06/07/2021 16:57 29 175085 Proof 4 Monday, July 12, 2021 19:35 ce. 30 PART 2 THE INITIAL PORTFOLIO AND TRACK RECORD 1. THE INITIAL PORTFOLIO As at 31 March 2021, the Initial Portfolio included 56 unique investments made (of which 45 are actively managed and 11 are still trading but not actively managed and are valued at nil) and had an unaudited Initial Portfolio NAV of c.£103 million. As at 31 March 2021, Fund I and Fund II had made 65 unique investments, of which nine have been realised, resulting in an Initial Portfolio of 56 unique investments. 1.1 Key investments Information in respect of some of the key investments in the Initial Portfolio is set out below. Ably (Ably Real-Time Ltd) Ably is building better real-time infrastructure for the internet. Established in 2016 by Matthew O’Riordan and Paddy Byers, Ably provides a platform to handle complex, behind-the-scenes real time communication that powers chat, live updates, Internet of Things (“IoT”). Now, Ably delivers billions of messages to more than 50 million people across web, mobile, and IoT platforms every day. It powers HubSpot’s chat and collaboration products, provide live score updates for millions of Australian Open tennis fans, and keeps three million Chicagoans informed everyday with live transit updates. Key customers include Bloomberg, Capgemini, Toyota and Yahoo. In 2020, Ably’s revenue grew by 119 per cent.. The company has raised funding from investors including MMC during their Series A in 2020. Forward Partners has invested £1.2 million in Ably since funding their first venture round in 2017. Forward Studio has worked with the team to refine their vision, mission and values, develop a performance-led culture by embedding OKRs and recruiting key talent. Patch (Patch Gardens Ltd) Patch is one of the leading online UK direct-to-consumer plant stores. Established in 2015 by Freddie Blackett, Patch helps people who need plants most – those who live and work in the city – to choose and care for plants in their home and workplace. Having attracted over 250,000 customers with a 4.8/5 rating on Trustpilot and 240,000 plant fans on Instagram, Patch was recently voted 28th in start-ups 100. Patch’s revenues grew by 180 per cent. during 2020. Forward Partners has invested £1.1 million since becoming their first external investor in 2016. The company has since gone on to raise several rounds from investors including Octopus Ventures. From inception to growth, the Forward Studio has supported the team to build the concept, technology and a high performing team. Makers (Makers Academy Limited) Makers are creating a new generation of tech talent through courses and apprenticeships. Founded by Evgeny Shadchnev and Rob Johnson in 2012, it tackles the UK’s burgeoning demand for technology talent by opening access to alternative ways to learn to code, combining online learning with on-the-job training. Its combination of academy and recruitment agency has enabled them to upskill and place graduate developers with over 300 businesses, including Tesco, Starling Bank, and the BBC. In 2020, Makers successfully navigated Covid-19 driven market uncertainty, continuing to produce revenue of c.£6.8m in 2020. It also recruited Claudia Harris, ex McKinsey Partner and CEO of The Careers & Enterprise Company, as CEO mid-year. Forward Partners has invested £900,000 in Makers since its pre-seed round in 2014. Its most recent round was led by EduCapital, a France- based education-focused VC. Forward Studio has supported Makers to develop a high-performing team through organisational design and development, strategic resourcing and talent acquisition; and helped it to develop strong brand and marketing capabilities. 175085 Proof 4 Monday, July 12, 2021 19:35 ce. 31 Snaptrip (Snaptrip Group Limited) Snaptrip is a marketplace that helps people to discover the best last minute cottage holiday deals in the UK. Founded in 2014 by Dan Harrison and Matthew Fox, Snaptrip has grown to offer over 60,000 professionally managed cottages from big-name partners. Its website and app provides live availability and an easy-to-use booking process. In the first three months of 2021, Snaptrip’s revenue grew 106 per cent. QoQ as Covid-19 restrictions were lifted. Snaptrip expects that it will continue to benefit from easing restrictions. Forward Partners has invested £615,000 since becoming an investor in 2013 (the initial investment of which was made via Forward Internet Group Limited prior to the spin out of Fund I). It has since gone on to raise five investment rounds. Forward Studio has been key in the development of its brand, user experience and platform technology. Lexoo (Lexoo Limited) Lexoo is a technology-driven legal outsourcing solution. Founded in 2014 by Daniel van Binsbergen, a former lawyer at De Brauw Blackstone Westbroek and Chris O’Sullivan, a developer, Lexoo has grown to deliver legal services to companies worldwide through a network of more than 1,100 lawyers in 70 countries. Tackling transparency and efficiency in the legal market, the team leverages applied AI techniques to unlock capacity, efficiency and improve stakeholder engagement. Lexoo has been described as leading “the democratisation of legal services” by Forbes and has been featured by Harvard Business School in a case study “Building a long-lasting platform”. Lexoo had a strong start to the year as revenues grew 22 per cent. over Q1 of 2021. Forward Partners has invested £1.5 million in Lexoo since becoming an investor in 2014 (the initial investment of which was made via Forward Internet Group Limited prior to the spin out of Fund I). It has since gone on to raise Seed and Series A rounds from VC investors like Earlybird and 500 Startups. Forward Studio worked with Founder, Daniel, and his team from inception to define the proposition, develop a product and kick-start marketing activity. Spoke (Respoke Limited) Spoke is a direct-to-consumer eCommerce company that provides better fitting, better looking men’s clothes. Established in 2013, founder Ben Farren aimed to tackle a menswear market that provided poor fitting clothes with customisation and a technology-driven approach. Initially tackling the chino trouser market, it supplies over 200 sizes for each garment, versus an average of 32 for standard brands. The company has sold more than 100,000 pairs since 2014. It has been featured in GQ and Esquire and holds a Trustpilot rating of 4.7/5. Spoke has acquired more than 130,000 customers and is continuing to grow rapidly. Forward Partners invested in Spoke’s Seed round in 2014 and has since invested a total of £2.3 million. Spoke raised an £8.5 million series B round in 2019; other investors include Business Growth Fund, Oxford Capital Partners and 24 Haymarket. Its seed round was funded by Forward Partners in 2015. Forward Studio has assisted Spoke with talent coaching, acquisition and to drive strategic growth through a range of growth marketing related projects. Apexx (Apexx Fintech Limited) Apexx is a multi-award winning global payments platform that consolidates global payment providers into a single integration point, optimising the cost of complex payment ecosystems. The company’s vision is to be the payment industry’s most merchant centric provider. The company was established in 2015 by founders Peter Keenan, Rodney Bain and Toreson Lloyd. Holding broad experience within the payments industry, the founders realised the merchant community was being overcharged and under-serviced. Encumbered with legacy technology systems, they saw that the market was suffering from an innovation deficit. Through Apexx’s platform, a merchant can connect via a simple API connection to the world’s payment ecosystem, increasing conversion at lower cost and satisfying their entire payments needs. The team has grown to 41 people working across 3 countries and serves clients such as ASOS, Xe, eShopworld and Air Seychelles. 175085 Proof 4 Monday, July 12, 2021 19:35 ce. 32 Apexx grew revenues 127 per cent. QoQ throughout 2020 after launching in Q4 2019. Forward Partners has invested a total of £1.6 million since leading its seed round in 2017. Apexx has since gone on to raise a Series A in 2020 with investors across Europe including MMC and Alliance Ventures. Breedr (Breedr Limited) Breedr is developing the world’s first digital exchange for livestock – a marketplace that connects high quality farmers and animals with national and global finishers, processors and supermarkets. The company is transforming the livestock supply-chain using value-add services including smart contracts, blockchain and machine vision to create traceability, transparency and efficiencies that will reduce both costs for farmers and environmental impact. The company was founded in 2018 by Ian Wheal and has since become one of the UK’s leading agri-tech companies, with plans to roll its digital platform out worldwide, revolutionising global livestock supply chains. Breedr has seen a 20 per cent. month-on-month increase in number of animals registered on their platform in 2021 to April and now has over 2,000 members and more than 120,000 registered animals. Forward Partners has invested £800,000 since leading Breedr’s Pre-seed round in 2018. Forward Studio has supported the team with technology strategy as it builds its product and offer. Cherryz (Cherryz Limited) Cherryz is an online discount retailer of low price fast-moving consumer goods and general merchandise. Its app brings consumers through a user journey that combines the convenience of online shopping with the favourable low prices of discount stores. Established in 2017 by Robert Randolph and Christian Meyer-Ohlendorf, Cherryz is focused on a growing online grocery sector and creating shopping (vs. buying) experiences on mobile devices – trends that have both accelerated through the Covid-19 pandemic. Cherryz revenues grew by 3.25x in 2020 after releasing new features and growing its user base. Forward Partners led the Cherryz seed round in July 2018, investing £1 million alongside a number of prominent angles and Partech VC, a global fund. Fy! (Project J Limited) Fy! is a mobile-first eCommerce marketplace designed to meet the needs of millennial shoppers. Its iOS app connects people to the most exciting lifestyle products from around the world, through an addictive and serendipitous shopping experience. Fy! was launched in 2017 by Jonathan Thomson and Thomas Beverley. Driven by a mission to make the world of design discoverable, affordable, and instantly accessible, the founders developed their concept to leverage public adoption of social commerce channels. The platform uses a combination of social content, machine learning, and a deep understanding of its products and suppliers to create a personalised experience for each shopper using the site and app. The company already ships over 100,000 products from over 2,000 creators to 30 countries across the world. Fy!’s revenues grew 130 per cent. over 2020. The company has raised £5.4 million to date. The company is backed by a strong set of European investors including 500 start-ups. Forward Partners first invested in October 2016 in its seed round and has invested a total of £700,000 to date. Forward Studio has supported Fy! with a number of product growth led initiatives to improve basket value and customer retention and continue to support through talent acquisition. Cazoo (Cazoo Holdings Limited) Cazoo is an online used car marketplace designed to transform the way people buy, finance, or rent used cars. The platform enables customers to purchase a used car online and have it delivered to their door. It provides a free 90-day warranty and roadside assistance, enabling the customers to embrace the simplicity of the online convenience, free delivery, and 7-day money-back guarantee. Alexander Chesterman founded the company in London in 2018. The company is on a mission to make buying your next car no different to ordering any other product today. It provides consumers with a way to simply and seamlessly buy, finance or subscribe to a car entirely online for delivery or collection in as little as 72 hours. Subscription services have become increasingly popular over the past few years, from food to fashion and music to beauty. According to recent research from Cazoo, 175085 Proof 4 Monday, July 12, 2021 19:35 ce. 33 almost a third (30 per cent.) of UK consumers are interested in subscribing to a car rather than purchasing it outright or financing it. In 2020 the company hit over £150 million revenues having delivered over 10,000 cars. To date, the company has raised $1.6 billion and has shown growth well ahead of Carvana, the US-equivalent, at the same stages. Cazoo operates a fully vertically integrated model from car purchasing to refurbing to delivery and post-sales service which has led to market-leading NPS scores. It has a presence in Portugal, France and Germany through acquisitions. Countingup (Counting Ltd) Countingup is one of the UK’s leading small business banking app with built-in accounting features. Its vision is to become a “financial hub” for micro businesses in the UK and beyond. The company was established in 2017 by Tim Fouracre, who previously founded cloud accounting software Clear Books. It combines a business bank account with bookkeeping features to help automate the filing of accounts, a major time sink and pain-point for an underserved market of sole traders and small businesses. The company now boasts over 34,000 business customers. Countingup grew revenue 51 per cent. through 2020 and, in March 2021, closed a £9.1 million series A investment led by Framework Venture Partners, in conjunction with Gresham House Ventures and Sage Group. Forward Partners led its first venture round at seed stage and has invested a total of £1.1 million over two rounds. Forward Studio has helped Countingup acquire key talent as it has grown. Wonderbly (Lostmy.Name Limited) Wonderbly is a vertically integrated publishing startup from London. Wonderbly combines the power of stories with the possibilities of technology, to create magical, personalised experiences and make kids around the world more curious, clever and kind. The business was established in 2012 - their first product www.lostmy.name sold over 600,000 copies and shipped to over 135 countries across the world. To date it has delighted over 6 million children with over 40 stories in 7 languages. Wonderbly’s product is disrupting the traditional publishing industry with cutting-edge technology and clever algorithms that create truly personalised children’s books – actually placing their young readers within the story. The business has won a number of awards and was nominated for a BAFTA in 2016. Wonderbly revenues grew 19 per cent. over 2020. Forward Partners participated in its seed round in 2014 (via Forward Internet Group Limited prior to the spin out of Fund I) and has invested a total of £250,000 in the business. Wonderbly raised USD $8.5 million in a Series B led by Ravenburger in 2017 with other investors including Project A and Google Ventures. Juno (Juno Legal Holdings Limited) Juno brings together legal expertise with software and AI to offer conveyancing that’s clear, convenient and reliable. Juno’s goal is to become the UK’s largest and most trusted property law firm. Established in 2017 by Etienne Pollard and Henry Hadlow, the Juno vision is to make the legal side of home buying simpler, clearer and faster. The founders saw an opportunity in a fragmented, people- intensive legal and conveyancing sector. Their disruptive solution leverages a data-driven approach to drive better, faster, more cost-efficient services. Revenues more than doubled in 2020 and Juno’s average online review score is 4.5 out of 5. Juno more than tripled its revenues in 2020 having launched in Q1 of 2019. Forward Partners has invested £2 million in the company after leading two Seed rounds with the first coming in late 2018. Appear Here (Appear Here Limited) Appear Here is an online marketplace for retail space. The company is building a global network of the best retail spaces and working exclusively with some of the biggest landlords in the world including Land Securities, Hammerson and Westfield. Spaces listed on Appear Here include prime high street shops, underground stations, unique venues, major shopping malls and historic buildings. All spaces are exclusive to Appear Here and can be booked by the week or month. Traditionally it takes on average 3-6 months to book a shop, with Appear Here, it takes just 3-6 days. The current