REG - Fulcrum Utility Srvc - Posting of Circular and Launch of Open Offer

Fulcrum Utility ServicesAnnouncement

17/12/2021 09:30

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RNS Number : 0354W  Fulcrum Utility Services Ltd  17 December 2021

THIS ANNOUNCEMENT, INLCUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.

 

LEI: 213800UOG45CW6KZY620

 

 

17 December 2021

 

Fulcrum Utility Services Limited

("Fulcrum" or the "Company")

 

Launch of Open Offer, Posting of Circular

and

Notice of General Meeting

 

 

The Company is pleased to announce that, further to the announcement made on
15 December 2021 (RNS No: 7919V ) regarding the Fundraising (the "Launch
Announcement"), it is proposing to raise up to approximately £6 million
(before expenses) through an Open Offer pursuant to which Qualifying
Shareholders will have an opportunity to subscribe for up to an aggregate of
49,976,537 Open Offer Shares at an Offer Price of 12 pence per Open Offer
Share.

Pursuant to the Open Offer, Qualifying Shareholders will be given the
opportunity to subscribe for:

9 Open Offer Share for every 40 Existing Ordinary Shares

held by Qualifying Shareholders at the Record Time and so on in proportion for
any other number of Existing Shares then held.

Any Open Offer Shares not subscribed for by Qualifying Shareholders will be
available to Qualifying Shareholders under the Excess Application
Facility and as such, Qualifying Shareholders seeking to limit their dilution
from the Placing can also request additional Open Offer Shares ("Excess
Shares") under the Excess Application Facility. The Open Offer is not being
underwritten.

The Open Offer is conditional upon, among other things (i) the Fundraising
Resolutions being duly passed by Shareholders at the General Meeting and (ii)
Admission having become effective at or before 8.00 a.m. on 10 January 2022
(or such later time and/or date as Cenkos may agree with the Company not being
later than 8.00 a.m. on 24 January 2022).

Posting of Circular

The Company also confirms that a circular, which contains further details
regarding the Open Offer and a notice convening the General Meeting (the
"Circular"), will be posted later today to Qualifying Shareholders, along with
the Application Form (where applicable). The Circular will also be made
available on the Company's website: https://investors.fulcrum.co.uk
(https://investors.fulcrum.co.uk)

 Notice of General Meeting

The General Meeting has been convened for 7 January 2022 at 11 a.m. at the
offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London, EC2R 7AS.

Capitalised terms used in this announcement have the meanings given to them in
the Circular unless the context provides otherwise.

For further information please visit, https://investors.fulcrum.co.uk/
(https://investors.fulcrum.co.uk/) or contact:

 Fulcrum Utility Services Limited                                   +44 (0)114 280 4150

 Terry Dugdale, Chief Executive Officer

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

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

 

Expected Timetable for the Fundraising

 

 Record Time for entitlement under the Open Offer                               6.00 p.m. on 14 December 2021

 Announcement of the Fundraising                                                15 December 2021
 Announcement of the results of the Placing                                     16 December 2021

 Ex-entitlement date of the Open Offer                                          7.00 a.m. on 16 December 2021
 Publication of the Circular, Form of Proxy and, to Qualifying Non-Crest        17 December 2021
 Shareholders, the Application Form

 Open Offer Entitlements and Excess Open Offer Entitlements credited to stock   As soon as practical after 8.00 a.m. on 20 December 2021
 accounts in CREST of Qualifying CREST Shareholders

 Latest recommended time and date for requested withdrawal of Basic Open Offer  4.30 p.m. on 30 December 2021
 Entitlements from CREST

 Latest time and date for depositing Open Offer Entitlements in CREST           3.00 p.m. on 31 December 2021

 Latest time and date for splitting of Application Forms under the Open Offer   3.00 p.m. on 4 January 2022

 Latest time and date for receipt of Forms of Proxy and CREST voting            11.00 a.m. on 5 January 2022
 instructions

 Latest time and date for receipt of Application Forms and payment in full      11.00 a.m. on 6 January 2022
 under the Open Offer and settlement of relevant CREST instructions (as

 appropriate)

 General Meeting                                                                11.00 a.m. on 7 January 2022

 Results of the General Meeting and the Open Offer announced                    7 January 2022

 Admission of the New Ordinary Shares to trading on AIM and commencement of     8.00 a.m. on 10 January 2022
 dealings

 Where applicable, expected date for CREST accounts to be credited in respect   10 January 2022
 of New Ordinary Shares in uncertificated form

 Where applicable, expected date for despatch of definitive share certificates  17 January 2022
 for New Ordinary Shares in certificated form

 

Notes:

 

 

 1  Each of the above times and/or dates is subject to change at the absolute
    discretion of the Company and Cenkos. If any of the above times and/or dates
    should change, the revised times and/or dates will be announced through a
    Regulatory Information Service.
 2  All of the above times refer to London time unless otherwise stated.
 3  All events listed in the above timetable following the General Meeting are
    conditional on the passing of the Resolutions at the General Meeting.

 

IMPORTANT INFORMATION

 

This Announcement is for information only and neither this Announcement nor
any part of it constitutes or forms part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or any other jurisdiction in which the same would be unlawful.
Any failure to comply with these restrictions may constitute a violation of
the securities law of any such jurisdiction.

 

This Announcement is not an offer of securities for sale into the United
States. The New Ordinary Shares have not been and will not be registered under
the United States Securities Act 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any state or other jurisdiction of
the United States, and may not be offered, sold, resold, transferred or
delivered, directly or indirectly, within, into or in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. No public offering of the New Ordinary Shares is being made in the
United States, the United Kingdom or elsewhere.

 

The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or Cenkos that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required to inform themselves about, and to observe, such
restrictions.

 

The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Fundraising. Recipients of this
Announcement who are considering acquiring New Ordinary Shares should conduct
their own due diligence, analysis and evaluation of the business and data
described in this Announcement, including the New Ordinary Shares. The price
and value of securities can go down as well as up. Past performance is not a
guide to future performance. The contents of this Announcement are not to be
construed as financial, legal, business or tax advice. If you do not
understand the contents of this Announcement you should consult an authorised
financial adviser, legal adviser, business adviser or tax adviser for
financial, legal, business or tax advice.

 

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

 

This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

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