Proposed AIM Cancellation
Fulcrum Utility Services Ltd
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
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.
|Fulcrum Utility Services LimitedJonathan Jager, Chief Financial 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|
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