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Fulcrum Utility Srvc (FCRM)


Wednesday 22 April, 2020

Fulcrum Utility Srvc

Despatch of Consent Solicitation Letter

RNS Number : 5024K
Fulcrum Utility Services Ltd
22 April 2020

22 April 2020


("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.



Fulcrum Utility Services Limited

Daren Harris, Chief Executive Officer


Cenkos Securities plc (Nominated adviser and broker)

Max Hartley (Nomad) / Michael Johnson (Sales)


N+1 Singer (Joint Corporate Broker)

Sandy Fraser / Rachel Hayes / Carlo Spingardi


Camarco (Financial PR advisers)

Ginny Pulbrook / Tom Huddart


+44 (0)114 280 4102



+44 (0)20 7397 8900



+44 (0)20 7496 3000



+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.



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