REG - Fulcrum Utility Srvc - Notice of GM

Fulcrum Utility ServicesAnnouncement

21/09/2023 10:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230921:nRSU2252Na&default-theme=true

RNS Number : 2252N  Fulcrum Utility Services Ltd  21 September 2023

21 September 2023

Fulcrum Utility Services Limited

("Fulcrum", "FCRM" or the "Company")

Notice of Second General Meeting

 

Further to the Company's announcement on 21 August 2023 regarding the Proposed
AIM Cancellation, the Company has, today, sent a notice of a further general
meeting to shareholders (the "Second General Meeting"). The Second General
Meeting will be held at the offices of Shoosmiths LLP, 1 Bow Churchyard,
London EC4M 9DQ on 9 October 2023 at 10.30 a.m.

A copy of notice of the Second General Meeting can be found on the Company's
website at: https://investors.fulcrum.co.uk/
(https://investors.fulcrum.co.uk/) . Terms defined in the document, available
through the hyperlink, shall have the same meaning when used in this
announcement unless otherwise expressly set out in this announcement.

Further details of the background and reasons for the Second General Meeting
are set out in Appendix 1 of this announcement.

Change of Name of Nominated Adviser and Broker

The Company also announces that its Nominated Adviser and Broker has changed
its name to Cavendish Securities plc following completion of its own corporate
merger.

 

Enquiries:

 Fulcrum Utility Services Limited                                   +44 (0)7467 508 962

 Jonathan Jager, Chief Financial Officer

 Cavendish Securities plc (Nominated adviser and broker)            +44 (0)20 7397 8900

 Camilla Hume / Callum Davidson (Nomad) / Michael Johnson (Sales)

Notes to Editors:

Fulcrum is a multi-utility infrastructure and services provider. The group
operates nationally with its head office in Sheffield, UK. It designs, builds,
owns, and maintains utility infrastructure. https://investors.fulcrum.co.uk/
(https://investors.fulcrum.co.uk/)

 

 

Appendix 1 - Extract of the Letter from the Chair of the Company

 

1        Introduction

1.1      On 21 August 2023 the Board announced that the Company intends
to seek Shareholder approval for the cancellation of the admission of the
Company's Ordinary Shares to trading on AIM (the "Cancellation"). Shareholders
were provided with a Circular which set out the reasons for the Cancellation
and the First General Meeting has been called on 26 September 2023.

1.2      It has since come to the Board's attention that the notice of
the First General Meeting which was contained in the Circular was defective in
relation to Resolution 2, being the resolution to approve the adoption of the
Amended Articles. This is because the resolution should have been expressly
referenced as a 'special' resolution in order to meet the notice requirements
of Cayman Islands' company law.

 

2        First and Second General Meeting

2.1      In order to rectify this situation, the Board has decided to
effect the following:

2.1.1    the First General Meeting to consider the Cancellation will
proceed on 26 September 2023, where Resolution 1, relating to the
Cancellation, will be put to the Shareholders;

2.1.2    at the First General Meeting on 26 September 2023, Resolution 2,
relating to the adoption of the  Amended Articles will be de-tabled as a
result of ineffective notice being given to Shareholders; and

2.1.3    the Company will seek Shareholder approval of the same Resolution
2 as a special resolution at a Second General Meeting to be held at the
offices of Shoosmiths LLP, 1 Bow Churchyard, London EC4M 9DQ on 9 October 2023
at 10.30 a.m. (the "Second General Meeting"). The notice of the Second General
Meeting is set out in Appendix 1 to this Document.

2.2      The Amended Articles will not be adopted unless the Cancellation
is approved by the Shareholders at the First General Meeting on 26 September
2023. The resolution requires a vote of not less than two thirds of
Shareholders who vote in person or by proxy at the Second General Meeting.

2.3      The Board's commentary on the Cancellation, the effects of the
Cancellation and the Amended Articles as described in the Circular remain
unchanged.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGNKDBDCBKKPCB