REG - Harwood Capital LLP Fulcrum Utility Srvc - Harwood Funds’ Purchase of Fulcrum Shares

Fulcrum Utility ServicesAnnouncement

15/04/2020 17:45

RNS Number : 7975J
  
Harwood Capital LLP
  
15 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
15 April 2020
Harwood Capital LLP
Harwood Funds' Purchase of Fulcrum Shares
On 8 April 2020, Harwood Capital LLP ("Harwood") announced a proposed tender offer (the "Tender Offer"), by a special purpose vehicle, to be established by Harwood (the "Harwood SPV"), to acquire up to 53,500,000 ordinary shares of 0.1p each in the capital of Fulcrum Utility Services Limited ("Fulcrum" or the "Company") ("Fulcrum Shares"), representing up to approximately 24.1 per cent. of Fulcrum's existing issued share capital.
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.
Harwood is pleased to announce that certain of its discretionary investment management and/or advisory clients (the "Harwood Funds") have subsequently acquired, on-market, a further 4,525,000 Fulcrum Shares (the "Share Purchases"), resulting in Harwood and the Harwood Funds being interested in 17,440,000 Fulcrum Shares, representing approximately 7.9 per cent. of the Company's existing issued share capital. 
Following these ​ Share Purchases, the​ scale of the Tender Offer will be ​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 further purchases made by the Harwood Funds will likewise reduce the number of shares subject to the Tender Offer.
Harwood is also pleased to confirm that the Harwood Funds continue to acquire Fulcrum Shares to the extent that they become available, either on or off market. Accordingly, as Harwood, the Harwood Funds and / or the Harwood SPV continue to acquire additional Fulcrum Shares prior to the publication of the Tender Offer Document, further announcements will be made setting out: i) the increased shareholding of Harwood, the Harwood SPV and the Harwood Funds and ii) an accompanying TR-1 notification (if applicable).
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.  
Harwood notes the release, earlier today, of the Fulcrum Board's further response statement (the "Fulcrum Response") and in particular notes that, when detailing the non-binding Letters of Intent (the "LoIs") that the Fulcrum Board has garnered, it is clear that the Fulcrum Board has sought a number of such LoIs from corporate broking firms (the "Broker(s)") that hold those Fulcrum Shares in a nominee capacity for their underlying beneficial holders . 
Harwood would draw Fulcrum Shareholders', and other market participants', attention to the fact that these beneficial holders are not bound by the LoIs and may not follow the advice of the Broker and are therefore free to participate in the Tender Offer and / or sell their shares in the market, at the increased price levels stimulated by Harwood's premium Tender Offer. 
As such, Harwood believes that the figure of 39.87 per cent. referenced in the Fulcrum Response does not include an accurate representation of how the underlying beneficial holders will instruct their nominee to act and is therefore not a meaningful figure.
In addition, Harwood would like once again to draw Fulcrum Shareholders' attention to the significant premium that the Tender Offer represents, in cash, in a period that Harwood believes will be one of prolonged market dislocation, with limited liquidity, including in the shares of Fulcrum.
Harwood further notes that, in its opinion, the announcement of its proposed Tender Offer has caused the upward valuation in the Fulcrum Shares and believes that the share price could therefore decline materially in the absence of its Tender Offer.  Harwood also believes that its buying activity is providing a significant proportion of the current market liquidity for Fulcrum Shares.
Harwood would also like to remind Fulcrum Shareholders of its Reasons for the Tender Offer given in the announcement on 8 April.  Harwood stands by those reasons and its belief that its investment in Fulcrum is not sufficiently protected by the current Fulcrum Board.  
In conclusion, Harwood would once again encourage Fulcrum Shareholders to sell their shares to Harwood now and / or to accept the premium Tender Offer once the formal Tender Offer Document is posted.
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 and 2. Harwood Capital LLP




City and country of registered office (if applicable)


1.   Guernsey
2.   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
 




City and country of registered office (if applicable)


As above




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


09/04/2020




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


15/04/2020




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.     17,140,000
2.          300,000
 
 






1. 7.72%
2. 0.14%
 


222,106,000




Position of previous notification (if 
applicable)


1.     12,650,000
2.          300,000
 
 






 
 1. 5.56%
2. 0.14%
 
 
 
 
















 



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
 


      17,140,000
           300,000






 
7.72%
0.14%
 
 




















































SUBTOTAL 8. A


17,440,000


7.85%




 
 




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


7.72%


0


7.72%




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


























































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


15th April 2020



 
 
 
 


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