REG - Harwood Capital LLP Fulcrum Utility Srvc - Relationship Agreement & Tender Offer Withdrawal

Fulcrum Utility ServicesAnnouncement

05/06/2020 07:05

RNS Number : 0432P
  
Harwood Capital LLP
  
05 June 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
5 June 2020
Harwood Capital LLP
Withdrawal of Proposed Tender Offer
Relationship Agreement with Fulcrum and
Proposed Appointment of Harwood Representative to the Fulcrum Board
Further to today's announcement by Fulcrum, and discussions with its board of directors (the "Fulcrum Board"), on certain matters regarding the composition of the Fulcrum Board, Harwood Capital LLP ("Harwood") is pleased to confirm that it has withdrawn its proposed Tender Offer and has entered into a relationship agreement with Fulcrum (the "Relationship Agreement"), pursuant to which, inter alia, Harwood has the right to appoint a Non-Executive Director as its representative to the Fulcrum Board (the "Harwood Representative").
Accordingly, Harwood is pleased to announce that, subject to the completion of Fulcrum's customary standard due diligence procedures, Jeremy Brade will be appointed as the Harwood Representative to the Fulcrum Board.
Harwood and the Harwood Funds are currently interested in 24,515,000 Fulcrum Shares, representing approximately 11.04 per cent. of Fulcrum's existing issued share capital.
Harwood welcomes the proposed further changes to the Fulcrum Board under its transition plan, involving the intended appointment of two independent non-executive directors prior to the conclusion of Fulcrum's Annual General Meeting in 2021, one of whom will assume the role of chairman.
Harwood is pleased to note that Bayford Group, Fulcrum's largest shareholder, with a disclosed holding of 13.31 per cent. of Fulcrum's existing issued share capital, has entered into a separate relationship agreement with Fulcrum, pursuant to which, inter alia, Bayford Group has the right to appoint a Non-Executive Director as its representative to the Fulcrum Board (the "Bayford Representative"). Accordingly, Harwood welcomes, subject to the completion of Fulcrum's customary standard due diligence procedures, Jonathan Turner's appointment as the Bayford Representative.
Harwood is also pleased to note the proposed amendments to Fulcrum's Articles of Association, subject to shareholder approval, to incorporate additional protections typically available to UK public companies that are subject to the provisions of the City Code on Takeovers and Mergers, which are not currently available to Fulcrum or its shareholders as a company incorporated in the Cayman Islands.
Harwood's representative looks forward to working with the Fulcrum Board, and its executive management team, to create shareholder value going forwards, and would like to take this opportunity to thank all those Fulcrum Shareholders who made direct contact with Harwood to express an interest in receiving further information in respect of the proposed Tender Offer.
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
 



 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
  END
 
 
MSCFZGGVMDLGGZZ