REG - Fulcrum Utility Srvc - Result of Placing

Fulcrum Utility ServicesAnnouncement

16/12/2021 12:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211216:nRSP9205Va&default-theme=true

RNS Number : 9205V  Fulcrum Utility Services Ltd  16 December 2021

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS ANNOUNCEMENT.

 

 

LEI: 213800UOG45CW6KZY620

 

 

16 December 2021

 

Fulcrum Utility Services Limited

("Fulcrum" or the "Company")

 

Result of Placing

 

 

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"), an aggregate of 167,083,333 Placing Shares have been placed by
Cenkos Securities plc ("Cenkos") at an Issue Price of 12 pence per share to
raise gross proceeds for the Company of approximately £20.05million.

Following the deduction of associated fees and expenses, the net proceeds
receivable by the Company from the Placing will be approximately £19.4million
and which will be used, together with the proceeds raised from the Open Offer,
to accelerate the Company's growth strategy and entry into the smart energy
infrastructure market as a meter asset provider as further described in the
Launch Announcement.

Completion of the Fundraising remains subject to, among other things, the
passing of the Fundraising Resolutions at the General Meeting.

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

Jennifer Babington, Non-executive Chairman of Fulcrum Utility Services
Limited, said:

"The Board is grateful for the continued support of existing investors and
looks forward to welcoming new shareholders onto the register. We are also
pleased to be launching the open offer, to provide an opportunity for our
wider shareholder base to participate in the fundraise.

We are excited by the long-term growth opportunities ahead for the Company and
look forward to updating the market on our progress "

Related party transaction

 

Bayford & Co Ltd ("Bayford") and Harwood Capital LLP ("Harwood"), both
substantial shareholders of the Company (as defined in the AIM Rules), have
conditionally acquired 70,833,334 and 83,333,334 Placing Shares respectively
at the Issue Price.

 

Bayford and Harwood's participations in the Placing each constitutes a related
party transaction under rule 13 of the AIM Rules.

Accordingly, the Independent Directors (being the Directors other than
Jonathan Turner and Jeremy Brade) consider, having consulted with Cenkos,
acting in its capacity as the Company's nominated adviser, that the terms of
each of the participation of Bayford and Harwood in the Placing are fair and
reasonable insofar as the Company's Shareholders are concerned.

Jennifer Babington, Dominic Lavelle and Terry Dugdale are directors of the
Company and have conditionally acquired shares.  Their participation in the
Placing each constitutes a related party transaction under rule 13 of the AIM
Rules.  In lieu of any independent directors' recommendation in relation to
the Directors' proposed participation in the Placing, in order to provide a
statement as to what is fair and reasonable, Cenkos, as the Company's
nominated adviser, considers the terms of their participation to be fair and
reasonable insofar as the Company's Shareholders are concerned.  Details of
the participating Directors' participation is set out below:

 Director                                                    Number of Placing Shares
 Jennifer Babington, Non-executive Chair                     166,667
 Dominic Lavelle, Senior Independent Non-executive Director  166,667
 Terry Dugdale, Chief Executive Officer                      166,667

 

General Meeting

The Fundraising and the issue of the New Ordinary Shares are conditional upon,
among other things, the Fundraising Resolutions being duly passed by
Shareholders at the General Meeting.

In light of the potential health risks and continuing uncertainty around the
status of the COVID-19 pandemic, the Company strongly recommends that
Shareholders and Depository Interest holders do not attend the General Meeting
in person and instead are encouraged to appoint the chair of the General
Meeting as their proxy and submit their votes or voting directions (as
applicable) in advance of the meeting. Any changes to the arrangements for the
General Meeting will be communicated to Shareholders before the date of the
General Meeting through the Company's website at
https://investors.fulcrum.co.uk and, where appropriate, via a Regulatory
Information Service. Shareholders are encouraged to check the Company's
website regularly in the run-up to the meeting.

The Circular, including the Notice of General Meeting, is expected to be
despatched to Shareholders on or around 17 December 2021 and the Circular,
once published, will be available on the Company's website
at https://investors.fulcrum.co.uk.

Admission, settlement and dealings

Application will be made for Admission of the New Ordinary Shares (comprising
167,083,333  Placing Shares and up to 49,976,537 Open Offer Shares). Subject
to, amongst other things, the passing of the Fundraising Resolutions,
settlement for the New Ordinary Shares and Admission are expected to take
place at 8.00 a.m. on or around 10 January 2022.  In addition to the passing
of the Fundraising Resolutions, the Fundraising is conditional upon, among
other things, Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.

The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.

This Announcement should be read in its entirety.  In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

Enquiries:

 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)

Important Notices

 

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with the
UK Prospectus Regulation or EU Prospectus Regulation) to be published.

 

This Announcement contains statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of words such as "aims", "anticipates", "believes",
"could", "estimates", "expects", "intends", "may", "should", "will" or "would"
or variations or comparable terminology and the negative thereof. All
statements other than statements of historical fact included in this
Announcement are forward-looking statements. Forward-looking statements appear
in a number of places throughout this Announcement and include statements
regarding the Directors' or the Company's current intentions, beliefs or
expectations concerning, among other things, the Company's and the Group's
operating results, financial condition, prospects, growth, expansion plans and
strategies, the industry in which the Group operates and the general economic
outlook.

 

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend upon circumstances that may or may
not occur in the future and are therefore based on current beliefs and
expectations about future events, including, but not limited to, economic and
business conditions, the effects of changes in interest rates, changes in
legislation and other factors outside the control of the Company.
Forward-looking statements are not guarantees of future performance. Actual
results or outcomes to differ materially from those expressed or implied in
any forward-looking statements. All forward-looking statements contained in
this Announcement are based upon information available to the Directors at the
date of this Announcement. The forward-looking statements in this Announcement
are based on the relevant Directors' beliefs and assumptions and information
only as of the date of this Announcement, and the forward-looking events
discussed in this Announcement might not occur. Accordingly, investors should
not place any reliance on any forward-looking statements. Except as required
by law or regulation, none of the Directors, the Company or Cenkos undertakes
any obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.

 

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.

 

This Announcement is directed only at: (a) persons in member states of the
European Economic Area ("EEA") who are "qualified investors" within the
meaning of Article 2(e) of the Regulation (EU) 2017/1129, as amended (the "EU
Prospectus Regulation") ("Qualified Investors"); and (b) in the United
Kingdom, persons who are "qualified investors" within the meaning of Article 2
of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and
who (i) have professional experience in matters relating to investments
falling within Article 19(5) (Investment Professionals) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); or (ii) are persons falling within Article 49(2)(a) to (d) of
the Order; or (iii) are persons to whom it may otherwise by lawfully
communicated to (all such persons in (b) together being referred to as
"Relevant Persons"). Any investment in connection with the Capital Raising
will only be available to, and will only be engaged with, Relevant Persons.
Any person who is not a Relevant Person should not act or rely on this
Announcement or any of its contents.

 

This Announcement and the information in it must not be acted on or relied on
by persons in member states of the EEA who are not Qualified Investors and
persons in the United Kingdom who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement relates
is available only to persons in member states of the EEA who are Qualified
Investors and in the United Kingdom to Relevant Persons and will be engaged in
only with such persons. This announcement does not itself constitute an offer
for sale or subscription of any securities in the Company.

 

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Cenkos (apart from the responsibilities or liabilities that may be
imposed by the FSMA or other regulatory regime established thereunder) or by
any of its affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.

 

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.

 

Cenkos Securities plc is authorised and regulated in the United Kingdom by the
FCA. Cenkos is acting exclusively for the Company and no one else in
connection with the Placing and will not regard any other person (whether or
not a recipient on this announcement) as its client in relation to the Placing
or any other matter referred to in this announcement and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Placing or any other matters referred to
in 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.

 

 

 

 

 

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  ROIGZMMZZVLGMZM