Fulcrum Utility Services Ltd Notice of GM (2252N)

TIDMFCRM

RNS Number : 2252N

Fulcrum Utility Services Ltd

21 September 2023

Fulcrum Utility Services Limited

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

Notice of Second General Meeting

Further to the Company's announcement on 21 August 2023 regarding the Proposed AIM Cancellation, the Company has, today, sent a notice of a further general meeting to shareholders (the "Second General Meeting"). The Second General Meeting will be held at the offices of Shoosmiths LLP, 1 Bow Churchyard, London EC4M 9DQ on 9 October 2023 at 10.30 a.m.

A copy of notice of the Second General Meeting can be found on the Company's website at: https://investors.fulcrum.co.uk/ . Terms defined in the document, available through the hyperlink, shall have the same meaning when used in this announcement unless otherwise expressly set out in this announcement.

Further details of the background and reasons for the Second General Meeting are set out in Appendix 1 of this announcement.

Change of Name of Nominated Adviser and Broker

The Company also announces that its Nominated Adviser and Broker has changed its name to Cavendish Securities plc following completion of its own corporate merger.

Enquiries:

 
Fulcrum Utility Services Limited 
 Jonathan Jager, Chief Financial Officer            +44 (0)7467 508 
                                                     962 
 Cavendish Securities plc (Nominated adviser and 
 broker) 
 Camilla Hume / Callum Davidson (Nomad) / Michael    +44 (0)20 7397 
 Johnson (Sales)                                     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 infrastructure. https://investors.fulcrum.co.uk/

Appendix 1 - Extract of the Letter from the Chair of the Company

   1        Introduction

1.1 On 21 August 2023 the Board announced 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"). Shareholders were provided with a Circular which set out the reasons for the Cancellation and the First General Meeting has been called on 26 September 2023.

1.2 It has since come to the Board's attention that the notice of the First General Meeting which was contained in the Circular was defective in relation to Resolution 2, being the resolution to approve the adoption of the Amended Articles. This is because the resolution should have been expressly referenced as a 'special' resolution in order to meet the notice requirements of Cayman Islands' company law.

   2        First and Second General Meeting 
   2.1      In order to rectify this situation, the Board has decided to effect the following:

2.1.1 the First General Meeting to consider the Cancellation will proceed on 26 September 2023, where Resolution 1, relating to the Cancellation, will be put to the Shareholders;

2.1.2 at the First General Meeting on 26 September 2023, Resolution 2, relating to the adoption of the Amended Articles will be de-tabled as a result of ineffective notice being given to Shareholders; and

2.1.3 the Company will seek Shareholder approval of the same Resolution 2 as a special resolution at a Second General Meeting to be held at the offices of Shoosmiths LLP, 1 Bow Churchyard, London EC4M 9DQ on 9 October 2023 at 10.30 a.m. (the "Second General Meeting"). The notice of the Second General Meeting is set out in Appendix 1 to this Document.

2.2 The Amended Articles will not be adopted unless the Cancellation is approved by the Shareholders at the First General Meeting on 26 September 2023. The resolution requires a vote of not less than two thirds of Shareholders who vote in person or by proxy at the Second General Meeting.

2.3 The Board's commentary on the Cancellation, the effects of the Cancellation and the Amended Articles as described in the Circular remain unchanged.

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END

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September 21, 2023 05:30 ET (09:30 GMT)

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