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DJ Forbes Ventures Plc Issue of Equity and investment in Primus Care Plc

 
TIDMFOR 
 
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 GBP530,000 
(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. GBP30,000 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 GBP500,000 into Primus, via the 
issuance to Forbes ("Note Holder") of GBP500,000 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 
 
 
 
END 
 

(END) Dow Jones Newswires

January 25, 2017 03:53 ET (08:53 GMT)