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Thursday 23 April, 2020

Harwood Capital LLP

Response to Fulcrum Board and Tender Offer Update

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 . 596/2014UPON 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

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.

 


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