25 January 2017
Forbes Ventures
("Forbes" or the "Company")
Issue of Equity and investment in Primus Care Plc
Forbes Ventures is pleased to announce that the Company has raised £530,000
(gross of expenses), through the issue of 176,666,666 new ordinary shares of
0.1 pence each in the Company to Gravity Investment Group Limited ("Gravity")
at a placing price of 0.3 pence per share. £30,000 from the proceeds of the
issue of equity will be used for general working capital purposes.
Investment in Primus Care Plc
Forbes is also pleased to announce that, further to the announcement of 22
December 2016, the Company has signed an agreement with Primus Care Plc
("Primus") pursuant to which Forbes will invest £500,000 into Primus, via the
issuance to Forbes ("Note Holder") of £500,000 of 12%, two-year convertible
loan notes (the "Notes"). These Notes, which are transferable, may be converted
into new equity in Primus at any time before 23 January 2019, at the sole
discretion of Forbes. The conversion price per share for the Notes shall equal
80% of the "fair market value" on conversion of one Primus ordinary share. For
the purposes of conversion of the Note, "fair market value" shall mean either:
1. the lowest bid price during the five (5) trading days prior to the
Conversion Date, if Primus ordinary shares are listed/traded on any
Regulated Investment Exchange or, if not applicable,
2. the reasonable price established from time to time by an independent valuer
(acceptable to the Boards of both Primus and Forbes).
Forbes shall be paid quarterly a cash coupon of 5% of the Notes value. The
remaining coupon interest of the Notes will accrue and become payable on
the conversion date.
Chris Bateman is a director of Gravity and owns 100% of Gravity's issued share
capital. Chris Bateman is also a substantial shareholder and a director of
Primus. Accordingly, following the acquisition of Ordinary Shares by Gravity,
the investment in Primus constitutes a related party transaction pursuant to
the NEX Exchange Growth Market Rules for Issuers.
Primus is a management company of businesses which specialise in the provision
of residential care for children, the elderly and dementia sufferers, along
with associated training. Primus was founded by and is managed by a team of
highly-qualified professionals with a proven track record in the field of adult
and child residential care. Further information on Primus is available at the
following web address: www.primuscareplc.com.
Peter Moss, Non-Executive Chairman of the Company, commented: "Forbes has now
successfully been restructured into an investment company with its objective to
support management teams in growing and building companies. Forbes provides
capital and experience in all phases of development and structuring and focuses
on fragmented market sectors, where the Board feel there is opportunity for our
investment companies to become market leaders. We are excited to support the
management of Primus and look forward to working closely with Primus and its
management as they continue to execute their business expansion."
Following the issue of Ordinary Shares referred to above, there are now
290,585,163 Ordinary Shares in issue and Gravity is interested in 176,666,666
Ordinary Shares representing 60.80% of the issued share capital of the Company.
The Directors of the Company accept responsibility for the contents of this
announcement.
ENDS
For further information, please contact:
Forbes Ventures
Peter Moss +44 20 3301 9346
ISDX Corporate Adviser
Peterhouse Corporate Finance Limited
Guy Miller and Fungai Ndoro +44 20 7469 0930