Result of General Meeting and Open Offer

RNS Number : 8034X

Fulcrum Utility Services Ltd

07 January 2022

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

LEI: 213800UOG45CW6KZY620

7 January 2022

Fulcrum Utility Services Limited

("Fulcrum" or the "Company")

Results of Open Offer

and Result of General Meeting

On 15 December 2021, Fulcrum announced it had raised gross proceeds of £20.05 million by way of a conditional Placing and subsequently launched an Open Offer to raise additional gross proceeds of up to approximately £6.0 million.

The Company is pleased to announce that at its General Meeting held today all of the resolutions, as set out in the Notice of General Meeting contained in the Circular dated 17 December 2021, were duly passed. Details of the voting results will be available to view on the Company's website shortly.

The Company also announces the results of the Open Offer, which closed for acceptances at 11:00 a.m. on 6 January 2022. Valid acceptances have been received in respect of 10,112,180 Open Offer Shares.  In accordance with the terms and conditions of the Open Offer all applications made pursuant to the Open Offer (other than Excess Open Offer Shares applied for under the Excess Application Facility) have been met in full.  The Company has therefore raised gross proceeds of approximately £1.2 million through the Open Offer. 

Application has been made for a total of 177,195,513 new Ordinary Shares, to be issued pursuant to the Placing and Open Offer to be admitted to trading on AIM. It is expected that Admission and dealings in the 177,195,513 new Ordinary Shares will commence at 8.00 a.m. on 10 January 2022. Following Admission, the Enlarged Share Capital of the Company will consist of 399,313,458 Ordinary Shares. Therefore, the total number of voting rights in the Company is 399,313,458  and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in the Company, or there is a change to their interest in the Company.

The same definitions apply throughout this announcement as are applied in the Circular.

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)	[phone] [phone]

Important Notices

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation or EU Prospectus Regulation) to be published. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of words such as "aims", "anticipates", "believes", "could", "estimates", "expects", "intends", "may", "should", "will" or "would" or variations or comparable terminology and the negative thereof. All statements other than statements of historical fact included in this announcement are forward-looking statements. Forward-looking statements appear in a number of places throughout this announcement and include statements regarding the Directors' or the Company's current intentions, beliefs or expectations concerning, among other things, the Company's and the Group's operating results, financial condition, prospects, growth, expansion plans and strategies, the industry in which the Group operates and the general economic outlook.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future and are therefore based on current beliefs and expectations about future events, including, but not limited to, economic and business conditions, the effects of changes in interest rates, changes in legislation and other factors outside the control of the Company. Forward-looking statements are not guarantees of future performance. Actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements. All forward-looking statements contained in this announcement are based upon information available to the Directors at the date of this announcement. The forward-looking statements in this announcement are based on the relevant Directors' beliefs and assumptions and information only as of the date of this announcement, and the forward-looking events discussed in this announcement might not occur. Accordingly, investors should not place any reliance on any forward-looking statements. Except as required by law or regulation, none of the Directors, the Company or Cenkos undertakes any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cenkos (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

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.

Cenkos Securities plc is authorised and regulated in the United Kingdom by the FCA. Cenkos is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient on this announcement) as its client in relation to the Placing or any other matter referred to in this announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing or any other matters referred to in 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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