Forward Partners Group Plc - Admission Document

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Admission 
 Document.
Nominated Adviser,  
Broker & Sole Bookrunner
 
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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
 
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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.
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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.
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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.
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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.
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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.
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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
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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
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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.
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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.
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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..
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•
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.
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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
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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;
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•
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
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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.$19 billion in 2019. The Directors
believe that this suggests ongoing liquidity in the market. Up rounds (follow-on fund raising rounds
that are at a higher valuation to the previous) continued to trend higher as a proportion of total
rounds, which provides a positive backdrop for valuations across the market.
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Median deal size ($ 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
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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.
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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
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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.
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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.
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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.
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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
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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.
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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.
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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.
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Part 2
The initial 
portfolio & 
track record.
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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.
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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.
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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,
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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