Fulcrum Utility Services Ltd Despatch of Consent Solicitation Letter (5024K)
April 22 2020 - 5:05AM
UK Regulatory
TIDMFCRM
RNS Number : 5024K
Fulcrum Utility Services Ltd
22 April 2020
22 April 2020
FULCRUM UTILITY SERVICES LIMITED
("Fulcrum", the "Company" or the "Group")
Despatch of Consent Solicitation Letter
Further to its announcement of 15 April 2020, the Board of
Fulcrum has been in discussions with Harwood's advisers in relation
to Harwood's request for a copy of Fulcrum's shareholder register.
Whilst Harwood's unsolicited announcement of 9 April 2020 correctly
noted that Harwood has no legal right to the requested information,
its announcement and subsequent written request for the register
did not address the fact that, under Cayman Islands law, Fulcrum
owes a duty of confidentiality to its shareholders in relation to
their information on the shareholder register. Therefore, given
that Harwood do not have a legal right to access this information,
it cannot be shared with Harwood without the consent of the
individual shareholders.
In the interests of allowing shareholders to consider the merits
of Harwood's tender offer, the Board has therefore made
arrangements to write to shareholders seeking their consent (on an
individual basis) to their confidential information being shared
with Harwood for the sole purpose of enabling Harwood to send them
a copy of its tender offer document and any accompanying form of
acceptance. The Board has also made similar arrangements in
relation to holders of depositary interests (DIs) in relation to
the Company's shares.
The Board has instructed the registrar to despatch the consent
solicitation letters which include details of how consent can be
given, as applicable. Persons beneficially interested in shares or
DIs who wish to receive Harwood's tender offer document but whose
interests are held by nominees or through managed accounts are
advised to speak to their nominee or investment manager (as
applicable) about how this consent should be signified.
Shareholders who do not wish to receive Harwood's tender offer
are advised to take no action and not to consent to their register
information being shared with Harwood.
The Board reiterates its recommendation that shareholders should
take no action and neither accept the Tender Offer, when made, nor
sell any shares to Harwood at or below the Tender Price. It is not
a term of the proposed Tender Offer that the Company will be
delisted and shareholders who are concerned about this possibility
are strongly urged not to tender their shares and instead to
support the Board, senior management and those independent
shareholders who have so indicated in letters of intent (who
together are interested in shares representing in aggregate
approximately 39.87 per cent. of the Company's issued shares) in
rejecting the proposed Tender Offer and opposing any subsequent
attempt to delist the Company from AIM. Under the AIM Rules, any
delisting requires a majority of 75 per cent. of votes cast at a
shareholder meeting.
ENDS
Enquiries:
+44 (0)114 280
4102
Fulcrum Utility Services Limited
Daren Harris, Chief Executive Officer
+44 (0)20 7397
Cenkos Securities plc (Nominated adviser and broker) 8900
Max Hartley (Nomad) / Michael Johnson (Sales)
N+1 Singer (Joint Corporate Broker) +44 (0)20 7496
Sandy Fraser / Rachel Hayes / Carlo Spingardi 3000
Camarco (Financial PR advisers)
Ginny Pulbrook / Tom Huddart +44(0)203 757 4992
Notes to Editors:
Fulcrum is a multi-utility infrastructure and services provider
based in Sheffield, UK. The Company's primary business is the
provision of utility infrastructure services to the residential,
commercial and industrial markets throughout the mainland UK. These
range from the design, installation or alteration of utility
services for single site properties to large complex multi-site
projects. Through its subsidiaries, Fulcrum Pipelines Limited and
Fulcrum Electricity Assets Limited, Fulcrum is also licensed as an
Independent Gas Transporter and Independent Distribution Network
Operator, owning and operating gas and electrical assets that
connect properties to the main UK gas and electricity networks.
Fulcrum is also a meter asset manager, owning and operating meter
assets across mainland UK.
http://www.fulcrum.co.uk/
This information is provided by RNS, the news service of the
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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
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