TIDMFCRM
RNS Number : 8375J
Fulcrum Utility Services Ltd
21 August 2023
This announcement contains inside information
21 August 2023
FULCRUM UTILITY SERVICES LIMITED
("Fulcrum", the "Company") or "the Group")
Proposed cancellation of admission of Ordinary Shares to trading
on AIM
Adoption of Amended and Restated Memorandum and Articles of
Association
and
Notice of General Meeting
The Company announces the proposed cancellation of admission to
trading on AIM of its ordinary shares of 0.1p each ("Ordinary
Shares") (the "Cancellation"), and the adoption of amended and
restated memorandum and articles of association (the "Amended
Articles") (together, the "Proposals").
The Directors have undertaken a review to evaluate the
advantages and disadvantages to the Company and its Shareholders of
retaining the admission to trading on AIM of the Company's Ordinary
Shares. This review has included, amongst other matters, the
Company's limited prospects of raising additional equity financing
on AIM given its current investor base, the limited trading in the
Company's Ordinary Shares, the significant cost associated with
maintaining the Company's admission to trading on AIM and the
management time and the legal and regulatory burden associated with
being a quoted company. As a result, the Directors have concluded
that the Proposals are in the best interests of the Company and its
Shareholders as a whole. Further details of the background and
reasons for the Proposals are set out in Appendix 1 to this
announcement.
The Proposals are subject to Shareholder approval and
accordingly, a circular will be sent to Shareholders and will be
made available on the Company's website today, setting out the
background to and reasons for the Proposals (the "Circular") and
which will contain a notice convening a general meeting (the
"General Meeting") at which Shareholders will be invited to
consider and, if thought fit, approve the resolutions to implement
the Proposals. Extracts of the Circular can be found in Appendix 1
to this announcement.
To be passed, Resolution 1 (the "Cancellation Resolution")
requires, pursuant to AIM Rule 41 of the AIM Rules, the consent of
not less than 75 per cent. of votes cast by the Company's
shareholders at the General Meeting. Resolution 2, to approve the
adoption of the Amended Articles is a special resolution and as
such requires a vote of not less than two thirds of Shareholders
who vote in person or by proxy at the General Meeting. The
Resolutions are inter-conditional, meaning that each of the
Resolutions is conditional on the other Resolution being
passed.
As of today's date, the Company has received irrevocable
undertakings from certain shareholders representing approximately
57.31 per cent. of the Company's issued share capital, to vote in
favour of the Resolutions.
The General Meeting will be held at the offices of Addleshaw
Goddard, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 26
September 2023 at 11.30am.
To facilitate future Shareholder transactions in Ordinary
Shares, JP Jenkins has been appointed to provide a Matched Bargain
Facility, which is expected to be available from 4 October 2023.
Shareholders wishing to trade these securities can do so through
their stockbroker. Trades will be conducted at a level that JP
Jenkins is able to match a willing seller and a willing buyer.
Trades can be conducted, and limits can be accepted, during normal
business hours. Shareholders or potential investors can place
limits via their existing UK regulated stockbroker.
A copy of the Circular and the Amended Articles will be made
available later today on the Company's website at
https://investors.fulcrum.co.uk
Expected timetable of principal events(1)
Announcement of the proposed Cancellation 21 August 2023
pursuant to AIM Rule 41
Posting of the Circular to Shareholders 21 August 2023
Time and date of General Meeting 11.30 a.m. on 26 September
2023
Anticipated date to announce results of 26 September 2023
the General Meeting
Last day of dealings in the Ordinary Shares 3 October 2023
on AIM
Cancellation of admission of the Ordinary 7.00 a.m. on 4 October
Shares to trading on AIM 2023
Matched Bargain Facility for Ordinary 4 October 2023
Shares commences
(1) All times are references to London times. Each of the above
times and dates is based on the Company's expectations as at the
date of this announcement. If any of the above times and/or dates
change, the revised times and/or dates will be noti ed to
Shareholders by an announcement through a Regulatory Information
Service
Unless otherwise stated, capitalised terms in this announcement
have the meanings ascribed to them in Appendix II of this
announcement.
Enquiries:
Fulcrum Utility Services Limited +44 (0)114 280
Jonathan Jager, Chief Financial Officer 4150
Cenkos Securities plc (Nominated adviser and broker)
Camilla Hume / Callum Davidson (Nomad) / Michael +44 (0)20 7397
Johnson (Sales) 8900
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.
https://investors.fulcrum.co.uk
Appendix 1 - Extracts from the Circular to Shareholders
Letter from the Chair
1 Introduction
1.1 The Board announces 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").
1.2 This Circular sets out the background to and reasons for the
Cancellation and why the Directors believe the Proposals, to be in
the best interests of the Company and its Shareholders as a
whole.
1.3 The Company is seeking Shareholder approval of the Proposals
at a General Meeting to be held at the offices of Addleshaw
Goddard, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 26
September 2023 at 11.30 a.m. The notice of the General Meeting is
set out in Part III of this Circular. Shareholders should note that
unless all of the Proposals are approved at the General Meeting the
Cancellation will not occur as currently proposed.
2 Background to the Cancellation
2.1 The Company's Ordinary Shares have been admitted to trading
on AIM since July 2009 following a reverse takeover of Fulcrum
Group Holdings Limited by Marwyn Capital I Limited. The Board has
conducted a review of the bene ts and drawbacks to the Company
retaining the admission of the Ordinary Shares to trading on AIM.
The Board believes that the Cancellation is in the best interests
of the Company and its Shareholders as a whole. In reaching this
conclusion, the Board has considered the following key factors:
2.1.1 the Directors believe that one of the main bene ts of a
company's shares being admitted to trading on AIM is the potential
to issue new shares to raise additional funds for investment or to
issue new shares as consideration for acquisitions. However, the
Directors believe that an equity fundraise through the public
markets would not be available to the Company in the near or medium
term at an appropriate valuation, if at all. Accordingly, the Board
is of the view that the public markets do not provide the optimal
platform to raise such funds;
2.1.2 given the share price performance and low trading volumes
of the Ordinary Shares, the Directors have concluded that the only
realistic source of funding will likely be through private capital.
Following the limited support from investors for the Company's
equity fundraising on AIM in December 2021 it is the Directors'
opinion that the admission of the Ordinary Shares to trading on AIM
no longer provides the fundamental benefit of giving access to the
required investor base for the Company to raise growth capital;
2.1.3 the Board believes, with a lack of liquidity, that the
Company's current share price and therefore the market
capitalisation of the Company, does not accurately re ect the
Company's value and adversely affects the ability of the Board to
pursue certain strategic objectives. The Board's experience and
opinion is that many smaller publicly traded companies do not
attract suf cient institutional or retail investor attention which
often leads to share price erosion and consequently impacts, inter
alia, the ability to use fairly valued shares for acquisitive
growth;
2.1.4 the Company estimates that it could save annualised costs
of circa GBP250,000 within the 2024 financial year and savings of
circa GBP500,000 per annum from 2025 financial year onwards, being
incremental costs resulting from the Company being a public limited
company admitted to trading on AIM - this includes fees payable to
its professional advisers, including the nominated adviser and
broker, AIM fees payable to the London Stock Exchange as well as
incremental legal, insurance, accounting and auditing fees. These
speci c annualised costs are signi cant, especially in the context
of the Company's nancial results and this supports the Board's
effort to return the Group to a breakeven position in respect of
its EBITDA in 2024 financial year, following an adjusted EBITDA
loss of GBP6,200,000 in 2023 financial year. The Board believes
that these funds invested in the legal and regulatory burden
associated with maintaining the Company's AIM quotation is
disproportionate to the benefits that it brings to the Company and
that the Company's resources could be better utilised for the bene
t of the Company and its Shareholders;
2.1.5 the Board believes that there would be additional cost
benefits which could be realised through the removal of any
perceived 'premium' that some suppliers might apply to a listed
business, including in respect of insurance premiums, advisers
costs, rent, vehicles and other services providers. While it is
difficult to quantify such a premium, it is hoped that a further
reduction of costs could be achieved if the Cancellation were to
proceed; and
2.1.6 accordingly, the disadvantages associated with maintaining
the AIM quotation are considered by the Directors to be
disproportionately high when compared to the bene ts of being
listed on AIM, even though the absolute costs have been, so far as
reasonably possible, controlled and minimised by the Company.
2.2 Following careful consideration, the Directors believe that
it is in the best interest of the Company and Shareholders to seek
the proposed Cancellation at the earliest opportunity.
3 Principal effects of the Cancellation
3.1 The Directors are aware that certain Shareholders may be
unable or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
may consider selling their Ordinary Shares in the market prior to
the Cancellation becoming effective.
3.2 Under the AIM Rules, the Company is required to give at
least 20 clear Business Days' notice of the Cancellation.
Additionally, the Cancellation will not take effect until at least
5 clear Business Days have passed following the passing of the
Cancellation Resolution. If the Cancellation Resolution is passed
at the General Meeting, it is proposed that the last day of trading
in the Ordinary Shares on AIM will be 3 October 2023 and that the
Cancellation will take effect at 7.00 a.m. on 4 October 2023.
3.3 The principal effects of the Cancellation will be that:
3.3.1 Shareholders will no longer be able to buy and sell
Ordinary Shares through a public stock market;
3.3.2 whilst the Ordinary Shares will remain freely
transferable, it is possible that the liquidity and marketability
of the Ordinary Shares will, in the future, be even more
constrained than at present and the value of such shares may be
adversely affected as a consequence;
3.3.3 in the absence of a formal market and quote, it may be
more difficult for Shareholders to determine the market value of
their investment at any given time;
3.3.4 the Company will no longer be required to announce
material events or full year or interim results through a
regulatory news service, although the Company may continue to
release important news through its website;
3.3.5 the Company will adopt the Amended Articles (if approved
by the Shareholders) upon the Cancellation becoming effective, but
will otherwise no longer be required to comply with many of the
corporate governance requirements applicable to companies whose
shares are traded on AIM;
3.3.6 the regulatory and financial reporting regime applicable
to companies whose shares are admitted to trading on AIM will no
longer apply;
3.3.7 the Company will no longer be subject to the Disclosure
Guidance and Transparency Rules and will therefore no longer be
required to disclose signi cant shareholdings in the Company;
3.3.8 the Company will no longer be subject to the AIM Rules,
with the consequence that the Shareholders will no longer be
afforded the protections provided by the AIM Rules. Such
protections include a requirement to obtain shareholder approval
for reverse takeovers and fundamental changes in the Company's
business and to announce, inter alia, certain substantial and/or
related party transactions;
3.3.9 the Company will cease to have an independent nominated adviser and broker; and
3.3.10 the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
3.4 The Takeover Code does not apply to the Company.
Shareholders should note that the Takeover Code provisions
previously adopted by the Company will cease to apply to the
Company following the adoption of the Amended Articles. However,
the Company will continue to be bound by the Companies Act (As
Revised) of the Cayman Islands (which requires Shareholders'
approval for certain matters) following the Cancellation.
3.5 The Resolutions to be proposed at the General Meeting
include the adoption of the Amended Articles with effect from the
Completion of the Cancellation. A summary of the principal changes
being made by the adoption of the Amended Articles is included in
Part II of the Circular.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
4 Cancellation process
4.1 Under Rule 41 of the AIM Rules, it is a requirement that the
Cancellation must be approved by not less than 75 per cent. of
votes cast by Shareholders at a general meeting. In addition, any
AIM quoted company that wishes for the London Stock Exchange to
cancel the admission of its shares to trading on AIM is required to
notify shareholders and to separately inform the London Stock
Exchange of its preferred cancellation date at least 20 Business
Days prior to such date.
4.2 Accordingly, the Board is sending a notice of meeting to
Shareholders to convene a General Meeting to vote on the
Cancellation Resolution and has notified the London Stock Exchange
of the Company's intentions, subject to the Cancellation Resolution
being passed at the General Meeting to cancel the Company's
admission of the Ordinary Shares to trading on AIM on 4 October
2023. The Cancellation will not take effect until at least ve clear
Business Days have passed following the passing of the Cancellation
Resolution and a dealing notice has been issued by the London Stock
Exchange.
4.3 If the Cancellation Resolution is passed at the General
Meeting, it is expected that the last day of trading in Ordinary
Shares on AIM will be 3 October 2023 and that the Cancellation will
take effect at 7.00 a.m. on 4 October 2023.
4.4 Following the Cancellation, there will be no market facility
for dealing in the Ordinary Shares (save in respect of the Matched
Bargain Facility described below, which will provide a limited
mechanism to facilitate the trading of Ordinary Shares off-market),
no price will be publicly quoted for the Ordinary Shares and the
transfer of Ordinary Shares will be subject to the provisions of
the Amended Articles.
4.5 Upon the Cancellation becoming effective, the Company
proposes to adopt corporate governance practices and the New
Memorandum and Articles which are suitable for an unlisted company.
The proposed New Memorandum and Articles will be available to
download from the Company's website www.fulcrum.co.uk and further
details on the New Articles are set out in Part II of the
Circular.
4.6 The Board intends to retain the Company's Audit,
Remuneration and Nomination Committees following the
Cancellation.
5 Transactions in Ordinary Shares following Cancellation
5.1 Shareholders should note that they are able to continue
trading in the Ordinary Shares on AIM prior to the date of the
Cancellation.
5.2 The Company is making arrangements for a Matched Bargain
Facility to assist Shareholders to trade in the Ordinary Shares to
be put in place from the date of Cancellation, if the Resolutions
are passed. The Matched Bargain Facility will be provided by J P
Jenkins. J P Jenkins is an appointed representative of Prosper
Capital LLP, which is authorised and regulated by the Financial
Conduct Authority.
5.3 Under the Matched Bargain Facility, Shareholders or persons
wishing to acquire or dispose of Ordinary Shares will be able to
leave an indication with J P Jenkins, through their stockbroker (J
P Jenkins is unable to deal directly with members of the public),
of the number of Ordinary Shares that they are prepared to buy or
sell at an agreed price. In the event that J P Jenkins is able to
match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Should
the Cancellation become effective and the Company puts in place the
Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at www.fulcrum.co.uk.
5.4 The Matched Bargain Facility will operate for a minimum of
twelve months after Cancellation. The Directors' current intention
is that it will continue beyond that time but Shareholders should
note that it could be withdrawn and therefore inhibit the ability
to trade the Ordinary Shares. Further details will be communicated
to the Shareholders at the relevant time.
5.5 If Shareholders wish to buy or sell Ordinary Shares on AIM,
they must do so prior to the Cancellation becoming effective. As
noted above, in the event that Shareholders approve the
Cancellation, it is anticipated that the last day of dealings in
Ordinary Shares on AIM will be 3 October 2023 and that the
effective date of the Cancellation will be 4 October 2023 at 7.00
a.m.
6 General Meeting
6.1 In order to comply with applicable company law and the AIM
Rules, the Proposals require the approval of Shareholders at a
general meeting of the Company. The Company is convening a general
meeting for 11.30 a.m. on 26 September 2023, to be held at the
offices of Addleshaw Goddard, Milton Gate, 60 Chiswell Street,
London EC1Y 4AG to consider and, if thought t, pass:
6.1.1 a shareholder resolution for the Cancellation ("Resolution 1"); and
6.1.2 a special resolution relating to the adoption of the Amended Articles ("Resolution 2").
6.2 To be passed the Resolution 1 (the "Cancellation
Resolution") requires, pursuant to AIM Rule 41 of the AIM Rules,
the consent of not less than 75 per cent. of votes cast by the
Company's shareholders at the General Meeting. Resolution 2, to
approve the adoption of the Amended Articles is a special
resolution and as such requires a vote of not less than two thirds
of Shareholders who vote in person or by proxy at the General
Meeting. The Resolutions are inter-conditional, meaning that each
of the Resolutions is conditional on the other Resolution being
passed.
6.3 As at the date of this Circular, the Company has received
irrevocable undertakings from each of those persons set out in
paragraph 8, representing approximately 57.31 per cent. of the
Company's issued share capital, to vote in favour of the
Resolutions.
7 The Takeover Code and the Articles of Association
7.1 The Takeover Code does not apply to the Company although
certain provisions of the Takeover Code have been adopted in the
Company's articles of association. Shareholders should note these
adopted provisions of the Takeover Code will cease to apply to the
Company following the adoption of the Amended Articles. However,
the Company will continue to be bound by the Companies Act (As
Revised) of the Cayman Islands (which requires shareholders'
approval for certain matters) following the Cancellation. Further
details on the effects of the Amended Articles are set out in Part
II of this Circular.
8 Irrevocable undertakings
8.1 The Company has received irrevocable undertakings from
Harwood Capital and Bayford Group Shareholders holding in aggregate
228,416,332 Ordinary Shares (representing approximately 57.20 per
cent. of the existing issued ordinary share capital of the Company)
to vote in favour or the Resolutions. These Shareholders wish to
continue to support the Company's growth strategy as ongoing
Shareholders and therefore do not wish to sell their current
shareholdings. They have therefore irrevocably undertaken to vote
in favour of the Resolutions.
8.2 The Company has received an irrevocable undertaking from
each of the Directors holding in aggregate 458,294 Ordinary Shares
(being all shareholdings held by Directors) and representing
approximately 0.11 per cent. of the existing issued ordinary share
capital of the Company to vote in favour of the Resolutions. The
Directors are fully supportive of the Company's growth strategy and
intend to continue to support the Company as Shareholders.
9 Actions to be taken before the General Meeting
Form of Proxy
Shareholders may complete a proxy online by visiting
https://www.signalshares.com. To be valid, your online proxy
appointment must be received by Link Group by no later than 11.30
a.m. on 22 September 2023 (being at least 48 hours prior to the
General Meeting). Completion and return of a Form of Proxy will not
preclude a Shareholder from attending and voting in person at the
General Meeting.
Electronic Form of Direction
Depository Interest Holders may complete a form of direction
online by visiting https://www.signalshares.com. To be valid, your
online instructions must be received by Link Group no later than
11.30 a.m. on 21 September 2023 (being at least 72 hours prior to
the General Meeting).
Hard Copy Form of Proxy or Form of Direction
You may request a hard copy form of proxy or form of direction,
directly from our Registrar, Link Group by emailing
shareholderenquiries@linkgroup.co.uk or on Tel. 0371 664 0300.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between
9.00am-5.30pm, Monday to Friday excluding public holidays in
England and Wales.
CREST members may use the CREST electronic appointment service
to submit the Form of Direction in respect of the General Meeting.
The Form of Direction should be submitted to Link Group (RA10)
using the procedures described in the CREST Manual. Further details
are set out in note 7 to the Notice of General Meeting.
On receipt of the Form of Direction, the Depository will vote at
the General Meeting on the Depository Interest holder's behalf, as
directed by the Depository Interest holder in the Form of
Direction.
If you are an institutional investor you may also be able to
direct the Depository how to vote electronically via the Proxymity
platform, a process which has been agreed by the Company and
approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io.
You are advised to read all of the information contained in this
Circular before deciding on the course of action you will take in
respect of the General Meeting.
10 Recommendations
The Board believes that the Proposals, including the
Cancellation, are in the best interests of the Company and its
Shareholders as a whole, and unanimously recommends that
Shareholders vote in favour of the Resolutions.
If you are in any doubt as to the action you should take, you
are recommended to seek your own independent advice.
Yours faithfully
Jennifer Babington
Fulcrum Utility Services Limited
Chair and Independent Non- Executive Director
Appendix II
The following de nitions apply throughout this Announcement,
unless stated otherwise:
"Admission" admission of the entire issued
share capital of the Company to
trading on AIM;
"AIM" a market operated by the London
Stock Exchange;
"AIM Rules" the rules applicable to companies
governing their admission to AIM,
and following admission their
continuing obligations to AIM,
as set out in the AIM Rules for
Companies published by the London
Stock Exchange from time to time;
"Amended Articles" the amended and restated memorandum
of association and the articles
of association of the Company
to be adopted following the passing
of Resolution 2;
"Articles" the articles of association of
the Company from time to time;
"Bayford Group" Bayford & Co Ltd;
"Board" the board of the Company comprising
the Directors;
"Business Day" any day other than a Saturday,
Sunday or public holiday on which
banks are open in the City of
London for the transaction of
general commercial business;
"Cancellation" the cancellation of Admission
of the Ordinary Shares to trading
on AIM;
"Circular" the circular, containing further
details of the Cancellation and
notice of the General Meeting
to, inter alia, approve the Resolutions,
which is expected to be published
and dispatched to Shareholders
on or around 21 August 2023;
"Companies Act 2006" the Companies Act 2006, as amended
from time to time;
"Company" Fulcrum Utility Services Limited;
"Depository" Link Market Services Trustees
Limited, a company incorporated
in England and Wales;
"Depository Interests" the dematerialised depository
interests of the Company created
pursuant to and issued on the
terms of the deed poll dated 18
December 2009 between the Depository
and the Company;
"Directors" the directors of the Company;
"DTRs" the Disclosure Guidance and Transparency
Rules of the FCA Rules;
"Euroclear" Euroclear UK & International Limited,
the operator of CREST;
"FCA" the Financial Conduct Authority;
"Form of Direction" the form of direction to be submitted
electronically or requested in
hard copy by Depository Interest
holders in respect of the AGM;
"FSMA" Financial Services and Markets
Act 2000 (as amended);
"General Meeting" or "GM" the general meeting of the Company
to be held at the offices of Addleshaw
Goddard, Milton Gate, 60 Chiswell
Street, London, ECIY 4AG and on
26 September 2023 at 11.30 a.m.,
or any adjournment thereof, notice
of which is set out in Part III
of the Circular;
"Group" means the Company and subsidiary
undertakings from time to time;
"Harwood Capital" Harwood Private Equity LLP and
Harwood Capital Management (Gibraltar)
Limited;
" Link" or "Registrar" Link Group, a trading name of
Link Market Services Limited;
"London Stock Exchange" London Stock Exchange plc;
"Matched Bargain Facility" the trading facility operated
by J P Jenkins to facilitate trading
in the Ordinary Shares on a matched
bargain basis following Cancellation,
details of which are set out in
the Circular;
"Notice of General Meeting" or the notice of the General Meeting
"Notice of GM" which appears in Part III of the
Circular;
"Ordinary Shares" the ordinary shares of 0.1p each
in the capital of the Company;
"Overseas Shareholders" a Shareholder who is a resident
in, or a citizen of, a jurisdiction
outside the United Kingdom;
"Panel" the Takeover Panel;
"Proposals" the Cancellation and the adoption
of the Amended Articles, all as
described in the Circular;
"Register" the Company's register of members;
"Regulatory Information Service" as de ned in the AIM Rules;
"Resolutions" the resolutions numbered 1 and
2 to be proposed at the General
Meeting, as set out in the Notice
of General Meeting;
"Restricted Jurisdiction" each of the United States, Australia,
Canada, Japan, New Zealand and
South Africa and any other jurisdiction
where the mailing of the Circular
or the accompanying documents
into or inside such jurisdiction
would constitute a violation of
the laws of such jurisdiction;
"Shareholders" the holders of the Ordinary Shares;
"subsidiary" a subsidiary as that term is de
ned in section 1159 of the Companies
Act 2006;
"Takeover Code" the City Code on Takeovers and
Mergers;
"uncerti cated form" recorded on the Register as being
held in uncerti cated form in
CREST and title to which, by virtue
of the Uncerti ed Securities Regulations,
may be transferred by means of
CREST; and
"United Kingdom or UK" the United Kingdom of Great Britain
and Northern Ireland.
END
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