Proposed AIM Cancellation

Fulcrum Utility Services Ltd

21 August 2023

 

This announcement contains inside information

21 August 2023

FULCRUM UTILITY SERVICES LIMITED

("Fulcrum", the "Company") or "the Group")

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Adoption of Amended and Restated Memorandum and Articles of Association

and

Notice of General Meeting

The Company announces the proposed cancellation of admission to trading on AIM of its ordinary shares of 0.1p each ("Ordinary Shares") (the "Cancellation"), and the adoption of amended and restated memorandum and articles of association (the "Amended Articles") (together, the "Proposals").

The Directors have undertaken a review to evaluate the advantages and disadvantages to the Company and its Shareholders of retaining the admission to trading on AIM of the Company's Ordinary Shares. This review has included, amongst other matters, the Company's limited prospects of raising additional equity financing on AIM given its current investor base, the limited trading in the Company's Ordinary Shares, the significant cost associated with maintaining the Company's admission to trading on AIM and the management time and the legal and regulatory burden associated with being a quoted company. As a result, the Directors have concluded that the Proposals are in the best interests of the Company and its Shareholders as a whole. Further details of the background and reasons for the Proposals are set out in Appendix 1 to this announcement.

The Proposals are subject to Shareholder approval and accordingly, a circular will be sent to Shareholders and will be made available on the Company's website today, setting out the background to and reasons for the Proposals (the "Circular") and which will contain a notice convening a general meeting (the "General Meeting") at which Shareholders will be invited to consider and, if thought fit, approve the resolutions to implement the Proposals. Extracts of the Circular can be found in Appendix 1 to this announcement.

To be passed, Resolution 1 (the "Cancellation Resolution") requires, pursuant to AIM Rule 41 of the AIM Rules, the consent of not less than 75 per cent. of votes cast by the Company's shareholders at the General Meeting. Resolution 2, to approve the adoption of the Amended Articles is a special resolution and as such requires a vote of not less than two thirds of Shareholders who vote in person or by proxy at the General Meeting. The Resolutions are inter-conditional, meaning that each of the Resolutions is conditional on the other Resolution being passed.

As of today's date, the Company has received irrevocable undertakings from certain shareholders representing approximately 57.31 per cent. of the Company's issued share capital, to vote in favour of the Resolutions.

The General Meeting will be held at the offices of Addleshaw Goddard, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 26 September 2023 at 11.30am.

To facilitate future Shareholder transactions in Ordinary Shares, JP Jenkins has been appointed to provide a Matched Bargain Facility, which is expected to be available from 4 October 2023. Shareholders wishing to trade these securities can do so through their stockbroker. Trades will be conducted at a level that JP Jenkins is able to match a willing seller and a willing buyer. Trades can be conducted, and limits can be accepted, during normal business hours. Shareholders or potential investors can place limits via their existing UK regulated stockbroker.

A copy of the Circular and the Amended Articles will be made available later today on the Company's website at https://investors.fulcrum.co.uk

Expected timetable of principal events⁽¹⁾

Announcement of the proposed Cancellation pursuant to AIM Rule 41	21 August 2023
Posting of the Circular to Shareholders	21 August 2023
Time and date of General Meeting	11.30 a.m. on 26 September 2023
Anticipated date to announce results of the General Meeting	26 September 2023
Last day of dealings in the Ordinary Shares on AIM	3 October 2023
Cancellation of admission of the Ordinary Shares to trading on AIM	7.00 a.m. on 4 October 2023
Matched Bargain Facility for Ordinary Shares commences	4 October 2023

¹All times are references to London times. Each of the above times and dates is based on the Company's expectations as at the date of this announcement. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service

Unless otherwise stated, capitalised terms in this announcement have the meanings ascribed to them in Appendix II of this announcement.

Enquiries:

Fulcrum Utility Services Limited Jonathan Jager, Chief Financial Officer Cenkos Securities plc (Nominated adviser and broker) Camilla Hume / Callum Davidson (Nomad) / Michael Johnson (Sales)	[phone] [phone]

Notes to Editors:

Fulcrum is a multi-utility infrastructure and services provider. The Group operates nationally with its head office in Sheffield, UK. It designs, builds, owns and maintains utility. https://investors.fulcrum.co.uk

Appendix 1 - Extracts from the Circular to Shareholders

Letter from the Chair

1        Introduction

1.1      The Board announces that the Company intends to seek Shareholder approval for the cancellation of the admission of the Company's Ordinary Shares to trading on AIM (the "Cancellation").

1.2    This Circular sets out the background to and reasons for the Cancellation and why the Directors believe the Proposals, to be in the best interests of the Company and its Shareholders as a whole.

1.3    The Company is seeking Shareholder approval of the Proposals at a General Meeting to be held at the offices of Addleshaw Goddard, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 26 September 2023 at 11.30 a.m. The notice of the General Meeting is set out in Part III of this Circular. Shareholders should note that unless all of the Proposals are approved at the General Meeting the Cancellation will not occur as currently proposed.

2        Background to the Cancellation

2.1      The Company's Ordinary Shares have been admitted to trading on AIM since July 2009 following a reverse takeover of Fulcrum Group Holdings Limited by Marwyn Capital I Limited. The Board has conducted a review of the benefits and drawbacks to the Company retaining the admission of the Ordinary Shares to trading on AIM.  The Board believes that the Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Board has considered the following key factors:

2.1.1   the Directors believe that one of the main benefits of a company's shares being admitted to trading on AIM is the potential to issue new shares to raise additional funds for investment or to issue new shares as consideration for acquisitions. However, the Directors believe that an equity fundraise through the public markets would not be available to the Company in the near or medium term at an appropriate valuation, if at all.  Accordingly, the Board is of the view that the public markets do not provide the optimal platform to raise such funds;

2.1.2  given the share price performance and low trading volumes of the Ordinary Shares, the Directors have concluded that the only realistic source of funding will likely be through private capital.  Following the limited support from investors for the Company's equity fundraising on AIM in December 2021 it is the Directors' opinion that the admission of the Ordinary Shares to trading on AIM no longer provides the fundamental benefit of giving access to the required investor base for the Company to raise growth capital;

2.1.3   the Board believes, with a lack of liquidity, that the Company's current share price and therefore the market capitalisation of the Company, does not accurately reflect the Company's value and adversely affects the ability of the Board to pursue certain strategic objectives. The Board's experience and opinion is that many smaller publicly traded companies do not attract sufficient institutional or retail investor attention which often leads to share price erosion and consequently impacts, inter alia, the ability to use fairly valued shares for acquisitive growth;

2.1.4   the Company estimates that it could save annualised costs of circa £250,000 within the 2024 financial year and savings of circa £500,000 per annum from 2025 financial year onwards, being incremental costs resulting from the Company being a public limited company admitted to trading on AIM - this includes fees payable to its professional advisers, including the nominated adviser and broker,  AIM fees payable to the London Stock Exchange as well as incremental legal, insurance, accounting and auditing fees. These specific annualised costs are significant, especially in the context of the Company's financial results and this supports the Board's effort to return the Group to a breakeven position in respect of its EBITDA in 2024 financial year, following an adjusted EBITDA loss of £6,200,000 in 2023 financial year. The Board believes that these funds invested in the legal and regulatory burden associated with maintaining the Company's AIM quotation is disproportionate to the benefits that it brings to the Company and that the Company's resources could be better utilised for the benefit of the Company and its Shareholders;

2.1.5   the Board believes that there would be additional cost benefits which could be realised through the removal of any perceived 'premium' that some suppliers might apply to a listed business, including in respect of insurance premiums, advisers costs, rent, vehicles and other services providers. While it is difficult to quantify such a premium, it is hoped that a further reduction of costs could be achieved if the Cancellation were to proceed; and

2.1.6  accordingly, the disadvantages associated with maintaining the AIM quotation are considered by the Directors to be disproportionately high when compared to the benefits of being listed on AIM, even though the absolute costs have been, so far as reasonably possible, controlled and minimised by the Company.

2.2     Following careful consideration, the Directors believe that it is in the best interest of the Company and Shareholders to seek the proposed Cancellation at the earliest opportunity.

3        Principal effects of the Cancellation

3.1     The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective.  Such Shareholders may consider selling their Ordinary Shares in the market prior to the Cancellation becoming effective.

3.2    Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of the Cancellation. Additionally, the Cancellation will not take effect until at least 5 clear Business Days have passed following the passing of the Cancellation Resolution. If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in the Ordinary Shares on AIM will be 3 October 2023 and that the Cancellation will take effect at 7.00 a.m. on 4 October 2023.

3.3      The principal effects of the Cancellation will be that:

3.3.1   Shareholders will no longer be able to buy and sell Ordinary Shares through a public stock market;

3.3.2  whilst the Ordinary Shares will remain freely transferable, it is possible that the liquidity and marketability of the Ordinary Shares will, in the future, be even more constrained than at present and the value of such shares may be adversely affected as a consequence;

3.3.3  in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment at any given time;

3.3.4  the Company will no longer be required to announce material events or full year or interim results through a regulatory news service, although the Company may continue to release important news through its website;

3.3.5  the Company will adopt the Amended Articles (if approved by the Shareholders) upon the Cancellation becoming effective, but will otherwise no longer be required to comply with many of the corporate governance requirements applicable to companies whose shares are traded on AIM;

3.3.6  the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

3.3.7   the Company will no longer be subject to the Disclosure Guidance and Transparency Rules and will therefore no longer be required to disclose significant shareholdings in the Company;

3.3.8   the Company will no longer be subject to the AIM Rules, with the consequence that the Shareholders will no longer be afforded the protections provided by the AIM Rules. Such protections include a requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business and to announce, inter alia, certain substantial and/or related party transactions; 

3.3.9    the Company will cease to have an independent nominated adviser and broker; and

3.3.10 the Cancellation may have taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

3.4   The Takeover Code does not apply to the Company. Shareholders should note that the Takeover Code provisions previously adopted by the Company will cease to apply to the Company following the adoption of the Amended Articles. However, the Company will continue to be bound by the Companies Act (As Revised) of the Cayman Islands (which requires Shareholders' approval for certain matters) following the Cancellation.

3.5     The Resolutions to be proposed at the General Meeting include the adoption of the Amended Articles with effect from the Completion of the Cancellation.  A summary of the principal changes being made by the adoption of the Amended Articles is included in Part II of the Circular.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

4        Cancellation process

4.1     Under Rule 41 of the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at a general meeting.  In addition, any AIM quoted company that wishes for the London Stock Exchange to cancel the admission of its shares to trading on AIM is required to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date.

4.2     Accordingly, the Board is sending a notice of meeting to Shareholders to convene a General Meeting to vote on the Cancellation Resolution and has notified the London Stock Exchange of the Company's intentions, subject to the Cancellation Resolution being passed at the General Meeting to cancel the Company's admission of the Ordinary Shares to trading on AIM on 4 October 2023. The Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution and a dealing notice has been issued by the London Stock Exchange.

4.3      If the Cancellation Resolution is passed at the General Meeting, it is expected that the last day of trading in Ordinary Shares on AIM will be 3 October 2023 and that the Cancellation will take effect at 7.00 a.m. on 4 October 2023.

4.4      Following the Cancellation, there will be no market facility for dealing in the Ordinary Shares (save in respect of the Matched Bargain Facility described below, which will provide a limited mechanism to facilitate the trading of Ordinary Shares off-market), no price will be publicly quoted for the Ordinary Shares and the transfer of Ordinary Shares will be subject to the provisions of the Amended Articles.

4.5     Upon the Cancellation becoming effective, the Company proposes to adopt corporate governance practices and the New Memorandum and Articles which are suitable for an unlisted company. The proposed New Memorandum and Articles will be available to download from the Company's website www.fulcrum.co.uk and further details on the New Articles are set out in Part II of the Circular.

4.6   The Board intends to retain the Company's Audit, Remuneration and Nomination Committees following the Cancellation.

5        Transactions in Ordinary Shares following Cancellation

5.1      Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to the date of the Cancellation.

5.2     The Company is making arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of Cancellation, if the Resolutions are passed. The Matched Bargain Facility will be provided by J P Jenkins. J P Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the Financial Conduct Authority.

5.3      Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with J P Jenkins, through their stockbroker (J P Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that J P Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Should the Cancellation become effective and the Company puts in place the Matched Bargain Facility, details will be made available to Shareholders on the Company's website at www.fulcrum.co.uk.

5.4    The Matched Bargain Facility will operate for a minimum of twelve months after Cancellation. The Directors' current intention is that it will continue beyond that time but Shareholders should note that it could be withdrawn and therefore inhibit the ability to trade the Ordinary Shares. Further details will be communicated to the Shareholders at the relevant time.

5.5    If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in Ordinary Shares on AIM will be 3 October 2023 and that the effective date of the Cancellation will be 4 October 2023 at 7.00 a.m.

6        General Meeting

6.1   In order to comply with applicable company law and the AIM Rules, the Proposals require the approval of Shareholders at a general meeting of the Company. The Company is convening a general meeting for 11.30 a.m. on 26 September 2023, to be held at the offices of Addleshaw Goddard, Milton Gate, 60 Chiswell Street, London EC1Y 4AG to consider and, if thought fit, pass:

6.1.1    a shareholder resolution for the Cancellation ("Resolution 1"); and

6.1.2    a special resolution relating to the adoption of the Amended Articles ("Resolution 2").

6.2      To be passed the Resolution 1 (the "Cancellation Resolution") requires, pursuant to AIM Rule 41 of the AIM Rules, the consent of not less than 75 per cent. of votes cast by the Company's shareholders at the General Meeting. Resolution 2, to approve the adoption of the Amended Articles is a special resolution and as such requires a vote of not less than two thirds of Shareholders who vote in person or by proxy at the General Meeting. The Resolutions are inter-conditional, meaning that each of the Resolutions is conditional on the other Resolution being passed.

6.3     As at the date of this Circular, the Company has received irrevocable undertakings from each of those persons set out in paragraph 8, representing approximately 57.31 per cent. of the Company's issued share capital, to vote in favour of the Resolutions.

7        The Takeover Code and the Articles of Association

7.1   The Takeover Code does not apply to the Company although certain provisions of the Takeover Code have been adopted in the Company's articles of association. Shareholders should note these adopted provisions of the Takeover Code will cease to apply to the Company following the adoption of the Amended Articles. However, the Company will continue to be bound by the Companies Act (As Revised) of the Cayman Islands (which requires shareholders' approval for certain matters) following the Cancellation. Further details on the effects of the Amended Articles are set out in Part II of this Circular.

8        Irrevocable undertakings 

8.1     The Company has received irrevocable undertakings from Harwood Capital and Bayford Group Shareholders holding in aggregate 228,416,332 Ordinary Shares (representing approximately 57.20 per cent. of the existing issued ordinary share capital of the Company) to vote in favour or the Resolutions. These Shareholders wish to continue to support the Company's growth strategy as ongoing Shareholders and therefore do not wish to sell their current shareholdings. They have therefore irrevocably undertaken to vote in favour of the Resolutions.

8.2    The Company has received an irrevocable undertaking from each of the Directors holding in aggregate 458,294 Ordinary Shares (being all shareholdings held by Directors) and representing approximately 0.11 per cent. of the existing issued ordinary share capital of the Company to vote in favour of the Resolutions. The Directors are fully supportive of the Company's growth strategy and intend to continue to support the Company as Shareholders.

9         Actions to be taken before the General Meeting

Form of Proxy

Shareholders may complete a proxy online by visiting https://www.signalshares.com. To be valid, your online proxy appointment must be received by Link Group by no later than 11.30 a.m. on 22 September 2023 (being at least 48 hours prior to the General Meeting). Completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting in person at the General Meeting.

Electronic Form of Direction

Depository Interest Holders may complete a form of direction online by visiting https://www.signalshares.com. To be valid, your online instructions must be received by Link Group no later than 11.30 a.m. on 21 September 2023 (being at least 72 hours prior to the General Meeting).

Hard Copy Form of Proxy or Form of Direction

You may request a hard copy form of proxy or form of direction, directly from our Registrar, Link Group by emailing [e-mail] or on Tel. [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00am-5.30pm, Monday to Friday excluding public holidays in England and Wales.

CREST members may use the CREST electronic appointment service to submit the Form of Direction in respect of the General Meeting. The Form of Direction should be submitted to Link Group (RA10) using the procedures described in the CREST Manual. Further details are set out in note 7 to the Notice of General Meeting.

On receipt of the Form of Direction, the Depository will vote at the General Meeting on the Depository Interest holder's behalf, as directed by the Depository Interest holder in the Form of Direction.

If you are an institutional investor you may also be able to direct the Depository how to vote electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.

You are advised to read all of the information contained in this Circular before deciding on the course of action you will take in respect of the General Meeting.

10       Recommendations

The Board believes that the Proposals, including the Cancellation, are in the best interests of the Company and its Shareholders as a whole, and unanimously recommends that Shareholders vote in favour of the Resolutions.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent advice.

Yours faithfully

Jennifer Babington

Fulcrum Utility Services Limited  

Chair and Independent Non- Executive Director

Appendix II

The following definitions apply throughout this Announcement, unless stated otherwise:

"Admission"	admission of the entire issued share capital of the Company to trading on AIM;
"AIM"	a market operated by the London Stock Exchange;
"AIM Rules"	the rules applicable to companies governing their admission to AIM, and following admission their continuing obligations to AIM, as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time;
"Amended Articles"	the amended and restated memorandum of association and the articles of association of the Company to be adopted following the passing of Resolution 2;
"Articles"	the articles of association of the Company from time to time;
"Bayford Group"	Bayford & Co Ltd;
"Board"	the board of the Company comprising the Directors;
"Business Day"	any day other than a Saturday, Sunday or public holiday on which banks are open in the City of London for the transaction of general commercial business;
"Cancellation"	the cancellation of Admission of the Ordinary Shares to trading on AIM;
"Circular"	the circular, containing further details of the Cancellation and notice of the General Meeting to, inter alia, approve the Resolutions, which is expected to be published and dispatched to Shareholders on or around 21 August 2023;
"Companies Act 2006"	the Companies Act 2006, as amended from time to time;
"Company"	Fulcrum Utility Services Limited;
"Depository"	Link Market Services Trustees Limited, a company incorporated in England and Wales;
"Depository Interests"	the dematerialised depository interests of the Company created pursuant to and issued on the terms of the deed poll dated 18 December 2009 between the Depository and the Company;
"Directors"	the directors of the Company;
"DTRs"	the Disclosure Guidance and Transparency Rules of the FCA Rules;
"Euroclear"	Euroclear UK & International Limited, the operator of CREST;
"FCA"	the Financial Conduct Authority;
"Form of Direction"	the form of direction to be submitted electronically or requested in hard copy by Depository Interest holders in respect of the AGM;
"FSMA"	Financial Services and Markets Act 2000 (as amended);
"General Meeting" or "GM"	the general meeting of the Company to be held at the offices of Addleshaw Goddard, Milton Gate, 60 Chiswell Street, London, ECIY 4AG and on 26 September 2023 at 11.30 a.m., or any adjournment thereof, notice of which is set out in Part III of the Circular;
"Group"	means the Company and subsidiary undertakings from time to time;
"Harwood Capital"	Harwood Private Equity LLP and Harwood Capital Management (Gibraltar) Limited;
"Link" or "Registrar"	Link Group, a trading name of Link Market Services Limited;
"London Stock Exchange"	London Stock Exchange plc;
"Matched Bargain Facility"	the trading facility operated by J P Jenkins to facilitate trading in the Ordinary Shares on a matched bargain basis following Cancellation, details of which are set out in the Circular;
"Notice of General Meeting"    or "Notice of GM"	the notice of the General Meeting which appears in Part III of the Circular;
"Ordinary Shares"	the ordinary shares of 0.1p each in the capital of the Company;
"Overseas Shareholders"	a Shareholder who is a resident in, or a citizen of, a jurisdiction outside the United Kingdom;
"Panel"	the Takeover Panel;
"Proposals"	the Cancellation and the adoption of the Amended Articles, all as described in the Circular;
"Register"	the Company's register of members;
"Regulatory Information Service"	as defined in the AIM Rules;
"Resolutions"	the resolutions numbered 1 and 2 to be proposed at the General Meeting, as set out in the Notice of General Meeting;
"Restricted Jurisdiction"	each of the United States, Australia, Canada, Japan, New Zealand and South Africa and any other jurisdiction where the mailing of the Circular or the accompanying documents into or inside such jurisdiction would constitute a violation of the laws of such jurisdiction;
"Shareholders"	the holders of the Ordinary Shares;
"subsidiary"	a subsidiary as that term is defined in section 1159 of the Companies Act 2006;
"Takeover Code"	the City Code on Takeovers and Mergers;
"uncertificated form"	recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertified Securities Regulations, may be transferred by means of CREST; and
"United Kingdom or UK"	the United Kingdom of Great Britain and Northern Ireland.

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