THIS ANNOUNCEMENT, INLCUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
LEI: 213800UOG45CW6KZY620
17 December 2021
Fulcrum Utility Services Limited
("Fulcrum" or the "Company")
Launch of Open Offer, Posting of Circular
and
Notice of General Meeting
The Company is pleased to announce that, further to the announcement made on 15 December 2021 (RNS No: 7919V ) regarding the Fundraising (the "Launch Announcement"), it is proposing to raise up to approximately £6 million (before expenses) through an Open Offer pursuant to which Qualifying Shareholders will have an opportunity to subscribe for up to an aggregate of 49,976,537 Open Offer Shares at an Offer Price of 12 pence per Open Offer Share.
Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for:
9 Open Offer Share for every 40 Existing Ordinary Shares
held by Qualifying Shareholders at the Record Time and so on in proportion for any other number of Existing Shares then held.
Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility and as such, Qualifying Shareholders seeking to limit their dilution from the Placing can also request additional Open Offer Shares ("Excess Shares") under the Excess Application Facility. The Open Offer is not being underwritten.
The Open Offer is conditional upon, among other things (i) the Fundraising Resolutions being duly passed by Shareholders at the General Meeting and (ii) Admission having become effective at or before 8.00 a.m. on 10 January 2022 (or such later time and/or date as Cenkos may agree with the Company not being later than 8.00 a.m. on 24 January 2022).
Posting of Circular
The Company also confirms that a circular, which contains further details regarding the Open Offer and a notice convening the General Meeting (the "Circular"), will be posted later today to Qualifying Shareholders, along with the Application Form (where applicable). The Circular will also be made available on the Company's website: https://investors.fulcrum.co.uk
Notice of General Meeting
The General Meeting has been convened for 7 January 2022 at 11 a.m. at the offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London, EC2R 7AS.
Capitalised terms used in this announcement have the meanings given to them in the Circular unless the context provides otherwise.
For further information please visit, https://investors.fulcrum.co.uk/or contact:
| Fulcrum Utility Services Limited Terry Dugdale, Chief Executive Officer
Cenkos Securities plc (Nominated adviser and broker) Camilla Hume / Callum Davidson (Nomad) / Michael Johnson (Sales)
| +44 (0)114 280 4150
+44 (0)20 7397 8900
|
Expected Timetable for the Fundraising
| Record Time for entitlement under the Open Offer | 6.00 p.m. on 14 December 2021
|
| Announcement of the Fundraising | 15 December 2021 |
| Announcement of the results of the Placing | 16 December 2021
|
| Ex-entitlement date of the Open Offer | 7.00 a.m. on 16 December 2021 |
| Publication of the Circular, Form of Proxy and, to Qualifying Non-Crest Shareholders, the Application Form | 17 December 2021
|
| Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders | As soon as practical after 8.00 a.m. on 20 December 2021
|
| Latest recommended time and date for requested withdrawal of Basic Open Offer Entitlements from CREST | 4.30 p.m. on 30 December 2021
|
| Latest time and date for depositing Open Offer Entitlements in CREST | 3.00 p.m. on 31 December 2021
|
| Latest time and date for splitting of Application Forms under the Open Offer | 3.00 p.m. on 4 January 2022
|
| Latest time and date for receipt of Forms of Proxy and CREST voting instructions | 11.00 a.m. on 5 January 2022
|
| Latest time and date for receipt of Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 6 January 2022
|
| General Meeting | 11.00 a.m. on 7 January 2022
|
| Results of the General Meeting and the Open Offer announced | 7 January 2022
|
| Admission of the New Ordinary Shares to trading on AIM and commencement of dealings | 8.00 a.m. on 10 January 2022
|
| Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form | 10 January 2022
|
| Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form | 17 January 2022 |
Notes:
| 1 | Each of the above times and/or dates is subject to change at the absolute discretion of the Company and Cenkos. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service. |
| 2 | All of the above times refer to London time unless otherwise stated. |
| 3 | All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting. |
IMPORTANT INFORMATION
This Announcement is for information only and neither this Announcement nor any part of it constitutes or forms part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which the same would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.
This Announcement is not an offer of securities for sale into the United States. The New Ordinary Shares have not been and will not be registered under the United States Securities Act 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within, into or in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the New Ordinary Shares is being made in the United States, the United Kingdom or elsewhere.
The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Cenkos that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.
The Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Recipients of this Announcement who are considering acquiring New Ordinary Shares should conduct their own due diligence, analysis and evaluation of the business and data described in this Announcement, including the New Ordinary Shares. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
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