Harwood Capital LLP Response to Fulcrum Board and Tender Offer Update (7023K)
April 23 2020 - 9:45AM
UK Regulatory
TIDMFCRM
RNS Number : 7023K
Harwood Capital LLP
23 April 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
23 April 2020
Harwood Capital LLP
Response to Fulcrum Board and Tender Offer Update
Harwood Capital LLP provides the following update in relation to
its Tender Offer for Fulcrum Shares at a price of 26.25 pence per
share and notes the announcement (the "Fulcrum Announcement")
released yesterday by the board of Fulcrum ("Fulcrum Board").
As set out in its announcement of 8 April 2020 (the "Harwood
Announcement"), Harwood's expectation had been that the Tender
Offer Documents would be available to Fulcrum Shareholders within
fourteen business days of the date of the Harwood Announcement.
Accordingly, Harwood formally requested, via its advisers, a
copy of Fulcrum's share register (the "Register") from Fulcrum's
legal and financial advisers in order to send the Tender Offer
Documents directly to all Fulcrum Shareholders.
Harwood recognises and respects the confidentiality provisions
under Cayman law that prevent the Company from issuing the Register
to Harwood. However, Harwood notes that there are no Cayman or UK
law or regulatory restrictions preventing the Fulcrum Board itself
from issuing the Tender Offer Documents directly to its own
shareholders, enabling them to make up their own minds. Despite
Harwood requesting this course of action, it was rejected by the
Fulcrum Board.
Disappointingly, therefore, Fulcrum Shareholders will not now
receive the Tender Offer Documents without the hindrance of a
consent procedure and will not automatically receive information
which Harwood believes is in all Fulcrum Shareholders' interests to
receive.
However, in order to progress the Tender Offer in as timely a
manner as possible, Harwood reluctantly accedes to the Fulcrum
Board's cumbersome proposal, that the Fulcrum Board writes to its
shareholders seeking their consent (on an individual basis) to
their contact details being shared with Harwood, for the purpose of
enabling Harwood to send them the Tender Offer Document and the
accompanying form of acceptance (the "Limited Document
Distribution").
Accordingly, Harwood will provide an update, with regard to the
expected timing of the posting of the Tender Offer Documents, in
due course, once the expected timings and mechanism for this
Limited Document Distribution is made clear to Harwood by the
Fulcrum Board.
In the meantime, Harwood will continue to seek to acquire
further Fulcrum Shares either on or off-market.
Further announcement(s) will be made as and when
appropriate.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as those defined in the
Harwood Announcement.
Enquiries:
Harwood Capital LLP Tel: +44 (0)207 640 3200
Jeremy Brade, Partner
James Agnew, Partner
Strand Hanson Limited Tel: +44 (0)207 409 3494
(Financial Adviser to Harwood Capital
LLP)
Stuart Faulkner
Matthew Chandler
Jack Botros
Important Notice
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to the Harwood SPV and Harwood
Capital LLP and no-one else in connection with the Tender Offer and
will not be responsible to anyone other than the Harwood SPV and
Harwood Capital LLP for providing the protections afforded to
clients of Strand Hanson Limited nor for providing advice in
relation to the Tender Offer, the contents of this announcement or
any other matter referred to herein. Neither Strand Hanson Limited
nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Strand Hanson Limited in
connection with this announcement, any statement contained herein
or otherwise.
Strand Hanson Limited has approved this announcement for the
purposes of Section 21 of the Financial Services and Markets Act
2000 (as amended). Strand Hanson Limited is listed on the Financial
Services Register with the registration number 161661. Strand
Hanson Limited is a company incorporated under the laws of England
and Wales and has its registered office at 26 Mount Row, London W1K
3SQ.
If Fulcrum Shareholders are in any doubt about the contents of
this announcement or the action they should take, they are
recommended to seek their own independent financial advice
immediately from their stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 (as amended) if
they are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
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
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