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Wednesday 15 April, 2020

Harwood Capital LLP

Harwood Funds' Purchase of Fulcrum Shares

RNS Number : 7975J
Harwood Capital LLP
15 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 . 596/2014UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

15 April 2020

Harwood Capital LLP

Harwood Funds' Purchase of Fulcrum Shares

On 8 April 2020, Harwood Capital LLP ("Harwood") announced a proposed tender offer (the "Tender Offer"), by a special purpose vehicle, to be established by Harwood (the "Harwood SPV"), to acquire up to 53,500,000 ordinary shares of 0.1p each in the capital of Fulcrum Utility Services Limited ("Fulcrum" or the "Company") ("Fulcrum Shares"), representing up to approximately 24.1 per cent. of Fulcrum's existing issued share capital.

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.

Harwood is pleased to announce that certain of its discretionary investment management and/or advisory clients (the "Harwood Funds") have subsequently acquired, on-market, a further 4,525,000 Fulcrum Shares (the "Share Purchases"), resulting in Harwood and the Harwood Funds being interested in 17,440,000 Fulcrum Shares, representing approximately 7.9 per cent. of the Company's existing issued share capital.

Following these  Share Purchases, the​ scale of the Tender Offer will be ​reduced to the number of shares that, when combined with the shareholding of the Harwood Funds in Fulcrum, equals approximately 29.9 per cent. of Fulcrum's existing issued share capital.  Any further purchases made by the Harwood Funds will likewise reduce the number of shares subject to the Tender Offer.

Harwood is also pleased to confirm that the Harwood Funds continue to acquire Fulcrum Shares to the extent that they become available, either on or off market. Accordingly, as Harwood, the Harwood Funds and / or the Harwood SPV continue to acquire additional Fulcrum Shares prior to the publication of the Tender Offer Document, further announcements will be made setting out: i) the increased shareholding of Harwood, the Harwood SPV and the Harwood Funds and ii) an accompanying TR-1 notification (if applicable).

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

Harwood notes the release, earlier today, of the Fulcrum Board's further response statement (the "Fulcrum Response") and in particular notes that, when detailing the non-binding Letters of Intent (the "LoIs") that the Fulcrum Board has garnered, it is clear that the Fulcrum Board has sought a number of such LoIs from corporate broking firms (the "Broker(s)") that hold those Fulcrum Shares in a nominee capacity for their underlying beneficial  holders .

Harwood would draw Fulcrum Shareholders', and other market participants', attention to the fact that these beneficial holders are not bound by the LoIs and may not follow the advice of the Broker and are therefore free to participate in the Tender Offer and / or sell their shares in the market, at the increased price levels stimulated by Harwood's premium Tender Offer.

As such, Harwood believes that the figure of 39.87 per cent. referenced in the Fulcrum Response does not include an accurate representation of how the underlying beneficial holders will instruct their nominee to act and is therefore not a meaningful figure.

In addition, Harwood would like once again to draw Fulcrum Shareholders' attention to the significant premium that the Tender Offer represents, in cash, in a period that Harwood believes will be one of prolonged market dislocation, with limited liquidity, including in the shares of Fulcrum.

Harwood further notes that, in its opinion, the announcement of its proposed Tender Offer has caused the upward valuation in the Fulcrum Shares and believes that the share price could therefore decline materially in the absence of its Tender Offer.  Harwood also believes that its buying activity is providing a significant proportion of the current market liquidity for Fulcrum Shares.

Harwood would also like to remind Fulcrum Shareholders of its Reasons for the Tender Offer given in the announcement on 8 April.  Harwood stands by those reasons and its belief that its investment in Fulcrum is not sufficiently protected by the current Fulcrum Board. 

In conclusion, Harwood would once again encourage Fulcrum Shareholders to sell their shares to Harwood now and / or to accept the premium Tender Offer once the formal Tender Offer Document is posted.

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 and 2. Harwood Capital LLP

City and country of registered office (if applicable)

1.  Guernsey

2.  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

 

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

09/04/2020

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

15/04/2020

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.  17,140,000

2.  300,000

 

 


1. 7.72%

2. 0.14%

 

222,106,000

Position of previous notification (if

applicable)

1.  12,650,000

2.  300,000

 

 


 

 1. 5.56%

2. 0.14%

 

 

 

 


 

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

 

  17,140,000

  300,000


 

7.72%

0.14%

 

 












SUBTOTAL 8. A

17,440,000

7.85%

 

 

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

7.72%

0

7.72%

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













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

15th April 2020

 

 

 

 


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