Molten Ventures Plc has been busy in recent months having completed a £57.4m equity raise in December 2023 and a recommended all-share acquisition of Forward Partners Plc in March 2024. Goodbody acted as Joint Financial Adviser, Corporate Broker, Joint Sponsor (FCA), Sponsor (Euronext Dublin), Joint Global Co-Ordinator and Joint Bookrunner.
Molten Ventures Plc is a leading venture capital firm investing in and developing high growth digital technology businesses. The company has a proven track record of delivering successful investments having deployed more than £1 billion of capital and realised over £500m of investments since its IPO in 2016. It invests across four sectors: Enterprise Technology, Hardware and Deeptech, Consumer Technology and Digital Health and Wellness. Core investments include Thought Machine, Coachhub, Form3, Aiven, Ledger and Aircall.
We caught up with Don Harrington, Dearbhla Gallagher and Will Hall to discuss how they managed the complexity of a dual process.
When did Goodbody’s relationship with Molten Ventures Plc begin?
Goodbody advised Molten Ventures Plc (previously named Draper Esprit Plc) on its successful IPO in 2016 and six subsequent equity raises. It has raised c. £700m over a seven year period. During this time, the Company migrated its UK and Irish stock exchange listing from AIM and Euronext Growth to the main market in both jurisdictions. Goodbody has an ongoing advisory role to the company as broker and sponsor.
Why did Molten Ventures Plc acquire another venture capital firm?
Forward Partners Plc was an AIM listed venture capital firm with a portfolio of 43 assets (with a Gross Portfolio Value of £76.9m as at June 2023) including companies with specialisms in AI. It provided Molten Ventures Plc the opportunity to acquire a high quality and well-invested portfolio enabling Molten Ventures Plc to diversify the blend of maturity of its assets and providing a broader pipeline for follow-on investment.
How did Molten Ventures Plc finance the acquisition?
As an all-share acquisition, Forward Partners Plc shareholders received one new Molten Ventures Plc share for every nine Forward Partners Plc shares held. Molten Ventures Plc also completed an equity raise in December 2023 to increase the company’s available cash resources in order to position itself to capture exceptional secondary and primary investment opportunities as well as make complementary acquisitions as the valuation environment stabilises.
How did Molten Ventures Plc manage two complicated transactions in a short space of time?
1. The two transactions were announced on 27 November 2023. This required careful co-ordination and planning. The equity raise was conditional on Molten Ventures Plc shareholders approving the issue of shares. The acquisition was not conditional on the completion of the equity raise.
2. As the acquisition was a public offer in the UK, UK takeover rules had to be adhered to including a timetable for target shareholders to receive sufficient information with respect to the offer and allow a sufficient timeframe for the same shareholders to make a decision. The acquisition was implemented by way of a court-sanctioned scheme of arrangement between Forward Partners Plc and scheme shareholders.
3. Forward Partners’ Plc largest shareholder, BlackRock, provided an irrevocable undertaking to participate in the equity raise. Goodbody assisted the company to ensure that all Forward Partners Plc shareholders had the opportunity to participate in the equity raise on the same terms as BlackRock.
4. The aggregate number of shares issued with respect to the equity raise and the acquisition amounted to over 20% of Molten Ventures Plc issued share capital. As such, this required the publication of a prospectus to “reset” the Company’s 20% capacity to issue further shares by way of further issues afforded under Prospectus Regulation.