Fulcrum Utility Services Ltd - Harwood Capital Response to Fulcrum Board and Tender Offer Update
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Harwood Capital LLP
Response to Fulcrum Board and Tender Offer Update
Harwood Capital LLP provides the following update in relation to its Tender Offer for Fulcrum Shares at a price of 26.25 pence per share and notes the announcement (the "Fulcrum Announcement") released yesterday by the board of Fulcrum ("Fulcrum Board").
As set out in its announcement of 8 April 2020 (the "Harwood Announcement"), Harwood's expectation had been that the Tender Offer Documents would be available to Fulcrum Shareholders within fourteen business days of the date of the Harwood Announcement.
Accordingly, Harwood formally requested, via its advisers, a copy of Fulcrum's share register (the "Register") from Fulcrum's legal and financial advisers in order to send the Tender Offer Documents directly to all Fulcrum Shareholders.
Harwood recognises and respects the confidentiality provisions under Cayman law that prevent the Company from issuing the Register to Harwood. However, Harwood notes that there are no Cayman or UK law or regulatory restrictions preventing the Fulcrum Board itself from issuing the Tender Offer Documents directly to its own shareholders, enabling them to make up their own minds. Despite Harwood requesting this course of action, it was rejected by the Fulcrum Board.
Disappointingly, therefore, Fulcrum Shareholders will not now receive the Tender Offer Documents without the hindrance of a consent procedure and will not automatically receive information which Harwood believes is in all Fulcrum Shareholders' interests to receive.
However, in order to progress the Tender Offer in as timely a manner as possible, Harwood reluctantly accedes to the Fulcrum Board's cumbersome proposal, that the Fulcrum Board writes to its shareholders seeking their consent (on an individual basis) to their contact details being shared with Harwood, for the purpose of enabling Harwood to send them the Tender Offer Document and the accompanying form of acceptance (the "Limited Document Distribution").
Accordingly, Harwood will provide an update, with regard to the expected timing of the posting of the Tender Offer Documents, in due course, once the expected timings and mechanism for this Limited Document Distribution is made clear to Harwood by the Fulcrum Board.
In the meantime, Harwood will continue to seek to acquire further Fulcrum Shares either on or off-market.
Further announcement(s) will be made as and when appropriate.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Harwood Announcement.