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Monday 11 May, 2020

Harwood Capital LLP

Further Purchases of Fulcrum Shares

RNS Number : 3666M
Harwood Capital LLP
11 May 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 . 596/2014UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

11 May 2020

Harwood Capital LLP

Further Purchases of Fulcrum Shares

Harwood Capital LLP is pleased to announce that, further to its announcement of 20 April 2020, the Harwood Funds have acquired, on-market, a further 2,825,000 Fulcrum Shares (the "Share Purchases"), resulting in Harwood and the Harwood Funds being interested in 24,515,000 Fulcrum Shares, representing approximately 11.04 per cent. of Fulcrum's existing issued share capital.

These Share Purchases will further reduce the​ scale of the Tender Offer to the number of shares that, when combined with the shareholding of Harwood and the Harwood Funds in Fulcrum, equals approximately 29.9 per cent. of Fulcrum's existing issued share capital. 

Any additional purchases made by the Harwood Funds will likewise further reduce the number of shares subject to the Tender Offer.

The requisite TR-1 notifications, with regard to the Share Purchases, are set out as an appendix to this announcement and have been filed with Fulcrum.

Harwood notes that the board of Fulcrum's refusal to distribute the Tender Offer Documents to its shareholders, and its cumbersome mechanism of issuing a consent solicitation letter (the "Consent Solicitation Letter") on 22 April 2020 to its shareholders so that they have to elect to receive the Tender Offer Documents from Harwood, is an impediment to the Fulcrum Shareholders' access to information of potential interest to them.  Furthermore, many beneficial holders of Fulcrum Shares may not have received the Consent Solicitation Letter because, for example, it may have been sent to their broker or other registered legal holder.

Additionally, the board of Fulcrum is demanding a wholly unreasonable indemnity from Harwood before it will release to Harwood the contact details of those Fulcrum Shareholders who have elected to be put in contact with Harwood. Harwood does not believe it is in the best interests of Fulcrum Shareholders to be frustrated in this way from a free flow of information of potential interest to them.

Accordingly, Harwood would welcome and encourage all Fulcrum Shareholders who wish to receive information to make direct contact with Harwood. Contact details for this purpose will be announced in due course.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in Harwood's announcement of 8 April 2020.

Enquiries:

Harwood Capital LLP

Jeremy Brade, Partner

James Agnew, Partner

 

Tel: +44 (0)207 640 3200

Strand Hanson Limited

(Financial Adviser to Harwood Capital LLP)

Stuart Faulkner

Matthew Chandler

Jack Botros

 

Tel: +44 (0)207 409 3494

 

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.



 

TR-1: S tandard form for notification of major holdings

 

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i


1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

FULCRUM UTILITY SERVICES LIMITED

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer


2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments


An event changing the breakdown of voting rights


Other (please specify)iii:


3. Details of person subject to the notification obligation iv

Name

Harwood Capital LLP (as investment adviser/manager) and 1. Oryx International Growth Fund Limited, 2. Harwood Capital LLP and 3. North Atlantic Smaller Companies Investment Trust Plc

City and country of registered office (if applicable)

1.  Guernsey

2.&3.  London, United Kingdom

 

4. Full name of shareholder(s) (if different from 3.) v

Name

1.  Oryx International Growth Fund Limited

2.  Harwood Capital LLP

3.  North Atlantic Smaller Companies Investment Trust PLC

 

City and country of registered office (if applicable)

As above

6. Date on which issuer notified (DD/MM/YYYY):

11/05/2020

7. Total positions of person(s) subject to the notification obligation


% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuer vii

Resulting situation on the date on which threshold was crossed or reached

 

1.  20,000,000

2.  300,000

3.  1,915,000

 

 


 

1. 9.00%

2. 0.14%

3. 0.86%

 

222,106,000

Position of previous notification (if

applicable)

1.  20,000,000

2.  300,000

3.  1,390,000

 


1. 9.00%

2. 0.14%

3. 0.63%

 


 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

KYG368851047

 

 1.  20,000,000

 2.  300,000

 3.  1,915,000


 

1. 9.00%

2. 0.14%

3. 0.86%

 

 












SUBTOTAL 8. A

22,215,000

10.00%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights


















SUBTOTAL 8. B 1



 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlement xii

Number of voting rights

% of voting rights






















SUBTOTAL 8.B.2



 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii


Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
xiv (please add additional rows as necessary)

x

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Christopher Harwood Bernard Mills

9.00%

0

9.00%

Harwood Capital Management Ltd




Harwood Capital LLP




Oryx International Growth Fund Ltd








Christopher Harwood Bernard Mills

0.14%

0

0.14%

Harwood Capital Management Ltd




Harwood Capital LLP








Christopher Harwood Bernard Mills

 0.86%

0

0.86%

Harwood Capital Management Ltd




Harwood Capital LLP




North Atlantic Smaller Companies Investment Trust Plc









10. In case of proxy voting, please identify:

Name of the proxy holder


The number and % of voting rights held


The date until which the voting rights will be held



11. Additional information xvi


 

Place of completion

London

Date of completion

11 May 2020

 



 

TR-1: S tandard form for notification of major holdings

 

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

 

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

FULCRUM UTILITY SERVICES LIMITED

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer


2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments


An event changing the breakdown of voting rights


Other (please specify)iii:


3. Details of person subject to the notification obligation iv

Name

Harwood Capital LLP (as investment adviser/manager) and 1. Oryx International Growth Fund Limited, 2. Harwood Capital LLP and 3. North Atlantic Smaller Companies Investment Trust Plc

City and country of registered office (if applicable)

2.  Guernsey

2.&3.  London, United Kingdom

 

4. Full name of shareholder(s) (if different from 3.) v

Name

4.  Oryx International Growth Fund Limited

5.  Harwood Capital LLP

6.  North Atlantic Smaller Companies Investment Trust PLC

 

City and country of registered office (if applicable)

As above

6. Date on which issuer notified (DD/MM/YYYY):

11/05/2020

7. Total positions of person(s) subject to the notification obligation


% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

 

1.  20,000,000

2.  300,000

3.  4,215,000

 

 


 

1. 9.00%

2. 0.14%

3. 1.90%

 

222,106,000

Position of previous notification (if

applicable)

1.  20,000,000

2.  300,000

3.  1,915,000

 


1. 9.00%

2. 0.14%

3. 0.86%

 


 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

KYG368851047

 

 1.  20,000,000

 2.  300,000

 3.  4,215,000


 

1. 9.00%

2. 0.14%

3. 1.90%

 

 












SUBTOTAL 8. A

24,515,000

11.04%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights


















SUBTOTAL 8. B 1



 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlement xii

Number of voting rights

% of voting rights





















 

SUBTOTAL 8.B.2



 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii


Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv(please add additional rows as necessary)

x

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Christopher Harwood Bernard Mills

9.00%

0

9.00%

Harwood Capital Management Ltd




Harwood Capital LLP




Oryx International Growth Fund Ltd








Christopher Harwood Bernard Mills

0.14%

0

0.14%

Harwood Capital Management Ltd




Harwood Capital LLP








Christopher Harwood Bernard Mills

 1.90%

0

1.90%

Harwood Capital Management Ltd




Harwood Capital LLP




North Atlantic Smaller Companies Investment Trust Plc









10. In case of proxy voting, please identify:

Name of the proxy holder


The number and % of voting rights held


The date until which the voting rights will be held



11. Additional information xvi


 

Place of completion

London

Date of completion

11 May 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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