Aim26

Business description

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 and highly specialised growth support from Forward’s 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 (including Forward Advances), and has built a portfolio that has a Fair Value of £94.9m 30 June 2022. 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.
• Enabling the Group to deliver higher returns to shareholders, by providing portfolio businesses with specialist support and guidance from Forward Studio to maximise their growth potential.
  

Learn more about our investment strategy, our beliefs, funding options and our studio.

Country of incorporation and operations

Country of incorporation : United Kingdom (England and Wales company registration number : 13244370)
Main country of operation : United Kingdom

Company Documents

Articles of Association
Admission Document

Details of restrictions on the transfer of securities

There are no restrictions on the transfer of ordinary shares.

Details of any other exchanges

The securities of the Company are traded on the AIM market operated by the London Stock Exchange plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platform.

UK takeover code applicability

The UK City Code on Takeovers and Mergers applies to the Company.

Securities information

AIM securities in issue : 134,613,117*
The percentage of AIM securities not in public hands at admission was 82.9%*

*last updated 31.01.2023

Major shareholders

BlackRock - 70.4%*
Neil Hutchinson - 6.9%*
Forward Internet Group - 4.9%*
Canaccord Genuity Wealth Management - 4.9%

*last updated 31.01.2023

The team

Our Board of Directors

Non-executive Chairman: Jonathan McKay

Jonathan has over 30 years of experience in managing and mentoring fast growth tech companies. He has a background in telecom infrastructure and has experience of scaling businesses in the UK and internationally. Earlier in his career, Jonathan was the Vice President and General Manager of Sun Microsystems’ software Tools and Integration business unit in San Francisco. He joined Sun Microsystems following their acquisition of Forte, where he held COO and CMO roles. As an executive and non-executive chairman, Jonathan has worked on several large M&A deals, including ISG’s sale to Allvotec and Just Giving’s sale to Blackbaud. Jonathan is currently the Chairman of La Fosse Associates (a technology recruitment company), Driftrock (lead generation for consumer- facing corporates) and Poq (a leading UK SaaS based App platform).

Independent Non-executive Director: Susanne Given

Susanne is an experienced executive with a track-record of delivering sustained performance improvements in medium and large-scale businesses, both in the private and listed company spheres. Susanne has a background in the consumer spectrum, having held executive roles at Harrods, John Lewis and SuperDry. Susanne is currently the Chairwoman of online furniture retailer Made.com and women’s clothing retailer Hush Homewear. Susanne also has experience in the UK public company arena as a non-executive director at Tritax BB REIT plc, where she chairs the management engagement committee and sits on the audit and risk committee, and Morrisons (WM) Supermarkets plc, where she sits on the audit, nomination, remuneration and corporate compliance and responsibility committees. Internationally, Susanne is a non-executive director of Trent Limited, the retail arm of Tata Group listed on the National Stock Exchange of India, and the Middle East luxury retailer Al Tayer Insignia where she is also chair of the remuneration committee. Susanne’s previous non-executive directorships include at Deloitte NSE and Eurostar.

Independent Non-executive Director: Christopher Smith

Christopher has extensive corporate finance and public markets experience in a career covering 35 years in Equities and Investment Banking, most recently as a Vice Chairman at UBS Limited, which he joined in 1992 as SG Warburg. He began his banking career in 1985 in equity sales, moving over to corporate finance in 1999. From 2006 he ran the UK, Ireland and South African Equity Capital Markets business at UBS and has advised many company boards and the UK Government on a variety of major transactions. His wide-ranging experience includes capital-raising, stake sales, flotations and the market and shareholder element of public M&A transactions as well as giving strategic and general corporate finance advice.

Executive Director: Nic Brisbourne

Nic is the founder and CEO of Forward Partners. He has worked in venture capital in London and Silicon Valley for over 20 years. Prior to founding Forward in 2013, he was a founding Partner at leading venture capital firm Draper Esprit. Before entering the venture capital industry he worked as a strategy consultant for Gemini Consulting and at London based startup Operis Group plc.

Learn more about the Forward Partners team.

Investment Approach

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.

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 invested 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.

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 Directors currently intend to maintain the Fund I and Fund II structure for the purposes of holding investments following Admission.

Advisors

Company Secretary
Lloyd Smith

Nominated Adviser and Sole Broker
Liberum Capital Limited, 25 Ropemaker St, London EC2Y 9LY

Legal Advisers to the Company
Gowling WLG (UK) LLP 4 More London Riverside London, SE1 2AU

Reporting Accountants and Auditors
Grant Thornton UK LLP, 30 Finsbury Square, London, EC2A 1AG

Registrar
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Financial Public Relations
The Maitland Consultancy Limited, 3 Pancras Square, London, N1C 4AG

Committees

The Board has established an Audit and Valuation Committee and a Remuneration and Nominations Committee, with formally delegated duties and responsibilities as described below.

Audit and Valuation Committee

The Audit and Valuation Committee will have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s external auditors relating to the interim and annual accounts and the accounting and internal control systems in use within the Company. The Audit and Valuation Committee will meet not less than three times in each financial year, and will have unrestricted access to the Company’s external auditors. The terms of reference of the Audit and Valuation Committee require that the members of the Audit and Valuation Committee shall include only independent non-executive Directors and one member, preferably the chair of the Audit and Valuation Committee, shall have recent and relevant financial experience with competence in accounting and auditing.

The Audit and Valuation Committee will initially comprise Susanne Given and Christopher Smith, with Susanne Given acting as chair.

Remuneration and Nominations Committee

The Remuneration and Nominations Committee will review the performance of the Directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration and Nominations Committee will make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration and Nominations will review the composition and efficacy of the Board and where appropriate recommend nominees as new directors to the Board.

The members of the Remuneration and Nominations Committee shall include only independent non-executive Directors. The Remuneration and Nominations Committee will initially comprise Susanne Given and Christopher Smith, with Christopher Smith acting as chair.

Corporate governance structures

Forward Partners Group plc (the "Company") is committed to maintaining the highest standards of corporate governance throughout its operations and to ensuring that all of its practices are conducted transparently, ethically and efficiently. The Company believes that scrutinising all aspects of its business and reflecting, analysing and improving its procedures will result in the continued success of the Company and improve shareholder value. Therefore, [and in compliance with the updated AIM Rules for Companies,] the Company has chosen to formalise its governance policies by complying with the UK's Quoted Companies Alliance Corporate Governance Guidelines for Small and Mid-Size Quoted Companies (the "QCA Code").

This page was last updated on the 31.01.2023.