Fulcrum Utility Services Ltd Notice of GM (2252N)
21 Settembre 2023 - 11:30AM
UK Regulatory
TIDMFCRM
RNS Number : 2252N
Fulcrum Utility Services Ltd
21 September 2023
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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