REG - Harwood Capital LLP Fulcrum Utility Srvc - Further Purchases of Fulcrum Shares

Fulcrum Utility ServicesAnnouncement

20/04/2020 07:00

RNS Number : 1067K
  
Harwood Capital LLP
  
20 April 2020
  
 

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction (including the united states) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. 
this announcement contains inside information FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) No. 596/2014.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. 
For immediate release
20 April 2020
Harwood Capital LLP
Further Purchases of Fulcrum Shares
Harwood Capital LLP is pleased to announce that, further to its announcement of 15 April 2020, the Harwood Funds have acquired, on-market, a further 4,250,000 Fulcrum Shares (the "Share Purchases"), resulting in Harwood and the Harwood Funds being interested in 21,690,000 Fulcrum Shares, representing approximately 9.8 per cent. of Fulcrum's existing issued share capital.
Following these Share Purchases, the​ scale of the Tender Offer will be further ​reduced to the number of shares that, when combined with the shareholding of the Harwood Funds in Fulcrum, equals approximately 29.9 per cent. of Fulcrum's existing issued share capital.  
Any additional purchases made by the Harwood Funds will likewise further reduce the number of shares subject to the Tender Offer.
The requisite TR-1 notification, with regard to the Share Purchases, is set out as an appendix to this announcement and has been filed with Fulcrum.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in Harwood's announcement of 8 April 2020.
Enquiries:



Harwood Capital LLP
Jeremy Brade, Partner
James Agnew, Partner
 


Tel: +44 (0)207 640 3200




Strand Hanson Limited
(Financial Adviser to Harwood Capital LLP)
Stuart Faulkner
Matthew Chandler
Jack Botros
 


Tel: +44 (0)207 409 3494
 



Important Notice
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Harwood SPV and Harwood Capital LLP and no-one else in connection with the Tender Offer and will not be responsible to anyone other than the Harwood SPV and Harwood Capital LLP for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the Tender Offer, the contents of this announcement or any other matter referred to herein.  Neither Strand Hanson Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise.
Strand Hanson Limited has approved this announcement for the purposes of Section 21 of the Financial Services and Markets Act 2000 (as amended). Strand Hanson Limited is listed on the Financial Services Register with the registration number 161661. Strand Hanson Limited is a company incorporated under the laws of England and Wales and has its registered office at 26 Mount Row, London W1K 3SQ.
If Fulcrum shareholders are in any doubt about the contents of this announcement or the action they should take, they are recommended to seek their own independent financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
 
 
TR-1: Standard form for notification of major holdings
 



NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i




 




1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: 


FULCRUM UTILITY SERVICES LIMITED




1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)




Non-UK issuer








2. Reason for the notification (please mark the appropriate box or boxes with an "X")




An acquisition or disposal of voting rights


X




An acquisition or disposal of financial instruments








An event changing the breakdown of voting rights








Other (please specify)iii:








3. Details of person subject to the notification obligationiv




Name


Harwood Capital LLP (as investment adviser/manager) and 1. Oryx International Growth Fund Limited, 2. Harwood Capital LLP and 3. North Atlantic Smaller Companies Investment Trust Plc




City and country of registered office (if applicable)


1.   Guernsey
2.&3.   London, United Kingdom




4. Full name of shareholder(s) (if different from 3.)v




Name


1.   Oryx International Growth Fund Limited
2.   Harwood Capital LLP
3.   North Atlantic Smaller Companies Investment Trust PLC
 




City and country of registered office (if applicable)


As above




5. Date on which the threshold was crossed or reachedvi:


17/04/2020




6. Date on which issuer notified (DD/MM/YYYY):


20/04/2020




7. Total positions of person(s) subject to the notification obligation








% of voting rights attached to shares (total of 8. A)


% of voting rights through financial instruments

(total of 8.B 1 + 8.B 2)


Total of both in % (8.A + 8.B)


Total number of voting rights of issuervii




Resulting situation on the date on which threshold was crossed or reached


 
1.     20,000,000
2.          300,000
3.       1,390,000
 
 






 
1. 9.00%
2. 0.14%
3. 0.63%
 


222,106,000




Position of previous notification (if
applicable)


1.     17,140,000
2.          300,000
3.                      0
 






1. 7.72%
2. 0.14%
3. 0%
 
















 



8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii




A: Voting rights attached to shares




Class/type of

shares
ISIN code (if possible)


Number of voting rightsix


% of voting rights




Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)


Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)


Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)


Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)




KYG368851047
 


 1.     20,000,000
 2.          300,000
 3.       1,390,000






 
1. 9.00%
2. 0.14%
3. 0.63%
 
 




















































SUBTOTAL 8. A


21,690,000


9.77%




 
 




B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))




Type of financial instrument


Expiration

datex


Exercise/

Conversion Periodxi


Number of voting rights that may be acquired if the instrument is
exercised/converted.


% of voting rights














































































SUBTOTAL 8. B 1












 
 




B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))




Type of financial instrument


Expiration

datex


Exercise/

Conversion Period xi


Physical or cash
settlementxii


Number of voting rights


% of voting rights


























































































 


SUBTOTAL 8.B.2












 
 















 



9. Information in relation to the person subject to the notification obligation (please mark the 
applicable box with an "X")




Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii








Full chain of controlled undertakings through which the voting rights and/or the

financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)


x




Namexv


% of voting rights if it equals or is higher than the notifiable threshold


% of voting rights through financial instruments if it equals or is higher than the notifiable threshold


Total of both if it equals or is higher than the notifiable threshold




Christopher Harwood Bernard Mills


9.00%


0


9.00%




Harwood Capital Management Ltd
















Harwood Capital LLP
















Oryx International Growth Fund Ltd


































Christopher Harwood Bernard Mills


0.14%


0


0.14%




Harwood Capital Management Ltd
















Harwood Capital LLP


































Christopher Harwood Bernard Mills


 0.63%


0


0.63%




Harwood Capital Management Ltd
















Harwood Capital LLP
















North Atlantic Smaller Companies Investment Trust Plc








































10. In case of proxy voting, please identify:




Name of the proxy holder








The number and % of voting rights held








The date until which the voting rights will be held














11. Additional informationxvi
















 



Place of completion


London




Date of completion


20th April 2020



 


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