Result of Placing

RNS Number : 9205V

Fulcrum Utility Services Ltd

16 December 2021

 

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

16 December 2021

Fulcrum Utility Services Limited

("Fulcrum" or the "Company")

Result of Placing

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"), an aggregate of 167,083,333 Placing Shares have been placed by Cenkos Securities plc ("Cenkos") at an Issue Price of 12 pence per share to raise gross proceeds for the Company of approximately £20.05million.

Following the deduction of associated fees and expenses, the net proceeds receivable by the Company from the Placing will be approximately £19.4million and which will be used, together with the proceeds raised from the Open Offer, to accelerate the Company's growth strategy and entry into the smart energy infrastructure market as a meter asset provider as further described in the Launch Announcement.

Completion of the Fundraising remains subject to, among other things, the passing of the Fundraising Resolutions at the General Meeting.

Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise .

Jennifer Babington, Non-executive Chairman of Fulcrum Utility Services Limited, said:

"The Board is grateful for the continued support of existing investors and looks forward to welcoming new shareholders onto the register. We are also pleased to be launching the open offer, to provide an opportunity for our wider shareholder base to participate in the fundraise.

We are excited by the long-term growth opportunities ahead for the Company and look forward to updating the market on our progress "

Related party transaction

Bayford & Co Ltd ("Bayford") and Harwood Capital LLP ("Harwood"), both substantial shareholders of the Company (as defined in the AIM Rules), have conditionally acquired 70,833,334 and 83,333,334 Placing Shares respectively at the Issue Price.

Bayford and Harwood's participations in the Placing each constitutes a related party transaction under rule 13 of the AIM Rules.

Accordingly, the Independent Directors (being the Directors other than Jonathan Turner and Jeremy Brade) consider, having consulted with Cenkos, acting in its capacity as the Company's nominated adviser, that the terms of each of the participation of Bayford and Harwood in the Placing are fair and reasonable insofar as the Company's Shareholders are concerned.

Jennifer Babington, Dominic Lavelle and Terry Dugdale are directors of the Company and have conditionally acquired shares.  Their participation in the Placing each constitutes a related party transaction under rule 13 of the AIM Rules.  In lieu of any independent directors' recommendation in relation to the Directors' proposed participation in the Placing, in order to provide a statement as to what is fair and reasonable, Cenkos, as the Company's nominated adviser, considers the terms of their participation to be fair and reasonable insofar as the Company's Shareholders are concerned.  Details of the participating Directors' participation is set out below:

Director	Number of Placing Shares
Jennifer Babington, Non-executive Chair	166,667
Dominic Lavelle, Senior Independent Non-executive Director	166,667
Terry Dugdale, Chief Executive Officer	166,667

General Meeting

The Fundraising and the issue of the New Ordinary Shares are conditional upon, among other things, the Fundraising Resolutions being duly passed by Shareholders at the General Meeting. 

In light of the potential health risks and continuing uncertainty around the status of the COVID-19 pandemic, the Company strongly recommends that Shareholders and Depository Interest holders do not attend the General Meeting in person and instead are encouraged to appoint the chair of the General Meeting as their proxy and submit their votes or voting directions (as applicable) in advance of the meeting. Any changes to the arrangements for the General Meeting will be communicated to Shareholders before the date of the General Meeting through the Company's website at https://investors.fulcrum.co.uk and, where appropriate, via a Regulatory Information Service. Shareholders are encouraged to check the Company's website regularly in the run-up to the meeting.

The Circular, including the Notice of General Meeting, is expected to be despatched to Shareholders on or around 17 December 2021 and the Circular, once published, will be available on the Company's website at https://investors.fulcrum.co.uk .

Admission, settlement and dealings

Application will be made for Admission of the New Ordinary Shares (comprising 167,083,333  Placing Shares and up to 49,976,537 Open Offer Shares). Subject to, amongst other things, the passing of the Fundraising Resolutions, settlement for the New Ordinary Shares and Admission are expected to take place at 8.00 a.m. on or around 10 January 2022.  In addition to the passing of the Fundraising Resolutions, the Fundraising is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Enquiries:

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 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 is directed only at: (a) persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(e) of the Regulation (EU) 2017/1129, as amended (the "EU Prospectus Regulation") ("Qualified Investors"); and (b) in the United Kingdom, persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) have professional experience in matters relating to investments falling within Article 19(5) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within Article 49(2)(a) to (d) of the Order; or (iii) are persons to whom it may otherwise by lawfully communicated to (all such persons in (b) together being referred to as "Relevant Persons"). Any investment in connection with the Capital Raising will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

This Announcement and the information in it must not be acted on or relied on by persons in member states of the EEA who are not Qualified Investors and persons in the United Kingdom who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to persons in member states of the EEA who are Qualified Investors and in the United Kingdom to Relevant Persons and will be engaged in only with such persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

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.

 

END

 

 

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