Marwyn Capital I Limited - Reverse takeover of Fulcrum Group Holdings Limited ("Fulcrum") - Regulatory Release
- Fundraising of up to £11 million
- Posting of Admission Document and Notice of General Meeting
The Company is pleased to announce today that Marwyn Capital Investments I Limited, a subsidiary of the Company (the "Subsidiary") has entered into a conditional agreement to acquire Fulcrum, an independent gas transporter and provider of unregulated gas connection services, from National Grid plc for a nominal consideration of £10, payable in cash on Completion, with a post-Completion working capital adjustment anticipated to be approximately £5.0 million in favour of the Enlarged Group.
In view of the size of Fulcrum, the Acquisition will, on Completion, constitute a reverse takeover under the AIM Rules for Companies, and as such will require Shareholder approval at a general meeting of the Company, to be held on 5 July 2010. The Admission Document has been published and is expected to be sent to shareholders at 9.00am today.
The Company also announces that it proposes to raise up to £11 million (before expenses) by way of a conditional placing of up to 91,666,667 new ordinary shares at 12p per share and to appoint John Spellman as CEO to lead the Enlarged Group together with Philip Holder as Non-Executive Chairman. Following Admission, the Company will be renamed Fulcrum Utility Services Limited.
Highlights
- Fulcrum is a provider of unregulated gas connections services to the UK market and a licensed independent gas transporter
- Experienced new management team identified to turnaround loss-making operations and re-establish the business as a market leader
- Fulcrum is well positioned to take advantage of opportunities driven by smart meter roll-out and network asset ownership
- Nominal consideration payable at completion and working capital injection from National Grid
- Business turnaround to be funded by placing of up to £11 million at 12p per share
- Strong shareholder base including strategic investor Ecofin Water and Power alongside institutions including Legal & General, Foreign & Colonial and Artemis
- Largest shareholder Marwyn has a proven track record in assisting portfolio companies to deliver value
Commenting on the Acquisition, John Spellman, proposed CEO, said:
"I am looking forward to the opportunity to lead Fulcrum onto AIM and re-establishing the business as the leading connections provider to the UK market. Fulcrum has the key attributes required to succeed in the market and I am confident that my team has the experience required to turn around the business' operations and to take advantage of the opportunities available to the business."
Mark Watts, Proposed Non-Executive Director and Managing Partner of Marwyn Investment Management LLP, said:
"We are delighted to announce the acquisition of Fulcrum. The combination of an experienced management team and the backing that Marwyn brings has already transformed many of our portfolio businesses and this dynamic approach will enable Fulcrum to build real shareholder value in a sector full of potential".
Enquiries:
Cenkos Securities plc (nominated adviser and broker) +44 (0)20 7397 8900
Beth McKiernan / Stephen Keys
Merlin PR +44 (0)20 7726 8400
Toby Bates / Fiona Crosswell
Shareholders are informed that the Admission Document has been published and will be posted today, together with a notice convening the General Meeting at which the approval of Shareholders will be sought, inter alia, for the Acquisition, the authority to allot new Ordinary Shares pursuant to the Placing, to change the name of the Company to Fulcrum Utility Services Limited and to amend the Company's Memorandum and Articles. A copy of the Admission Document is available from the Company's website: www.marwyncapitalone.com
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