FCRM.L Share Chat (FCRM)

Utter garbage

seriously they need to sell the damn company and give back ppl they tiny bit left of their hard earned cash

what a **** show for investors

Blimey

Took their time didn't they

Will go look

Not had chance to look in depth

Net Asset Value c.£16m

Due today, are they going to be late again?

Suspect that's a part of the plan.. Get them so frustrated and defeated they happily part with their money

Sell.

You're new?

Nope sell into the crooks accounts

Trading results shown on

Trading results shown on Jenkins Aug 2025. Includes a 1milliion buy

jemkins

No point encouraging people to invest while allowing crooks like this BOD to get away with what they've done here

Govt encouraging people to invest in shares..

Does that mean they will look into companies like this?

We wait and see.

Yes you're right...after reading over that gm letter I do want to see the article..

So if someone could post it

Would be much appreciated

Contented

Most . Not all will be

BOD need to sort it out asap and end this saga

Would suggest all losing out and unhappy not check the value of the company in say 4 yrs time...

That's me done with one

GLA

Mate it's being sold

That little hint to me suggests that you need not fight or fret about the cash you'll miss out on

Majority holders, the directors, as it says, intend to sell and will pull you along with them

Like I wrote earlier, we wait for the sale

Hopefully at a good price so most will be content

Re htTps://www.fulcrum.co.uk/wp-content/uploads/2024/10/06-EGM-2024-letter-and-notice-including-proxy104696572.8.docx-002.pdf

It says ' A copy of the Amended Articles is provided to Shareholders with this letter'. I don't see a the Amended Articles anywhere on the website. Anyone have a copy? It would be interesting to see the details.

Aha just saw it...100% in favour

Seems just directors turned up

Guess they just had coffee then went to lunch and gossip about the trump

Now we wait

Only place to follow them in this case company house.

Alibulut: 95.6% voted to delist. Of those 57% will have been Harwood & Bayford who are majority shareholders. So really 38% of independent shareholders agreed to delist. The majority of those will have been institutional investors looking at the very long term and likely fully informed by the BoD on what is going to happen next. As a private investor you have not been informed and your 'rights' are about to be massively reduced. The lack of share liquidity and the fact you are a minnow in context of the bigger picture means you are unlikely to see your money returned and you will have no say or visibility over events in the future. You are holding a bit of paper and staring into a black hole. That is not efficient investing in my mind but I wish you the best of luck.

Pip56, in this case %93.6 share holders voted to delist to loose their investments or they will be revarded in the future. Still every shareholders has rights on company.

Boracic: I looked back and saw you first jumped on FCRM in May 21 (or thereabouts) when the SP was up at 33p. It's been a steady decline since then. I posted in November last year that the most likely outcome for this business was either bankruptcy or being taken private and I think it was a close run race. If the vote to delist had not gone through last week then I am confident it would have been taken into voluntary administration.

It's been fascinating to watch the process that Harwood and Bayford have followed - steady and methodical. The writing was on the wall when the dividend was stopped and the two protagonists failed in their attempt to buy it out. From that point the business was run into the ground and loaded with debt. The musical chairs on the BoD told its own story and Babbington's most recent comments on the Annual Report were quite frankly laughable to point of being almost fraudulent - how she got away with that I have no idea. She clearly decided that her duty to shareholders was of no consequence.

All those folk predicting a buyout, a steady rise in the share price after the decision to delist or an offer to buy their shares on delisting have simply failed to conduct proper research and due diligence. Comparing FCRM to another company similarly fails to understand the numbers. It was fun watching their flapping about though... like fish stranded on the beach when the tide is going out.

Well and truly shafted , hope these shady characters get theirs .

Some of them busy by selling 9 and 24 p worth of shares.

It's oh so quiet...

Where is everybody?

Only 50k available ffs

CANT buy

2 main share holders grabbing company for peanuts money.

Very little stock on offer before neg trade

Mms don't know what to make of this

Let's see what happens tommorow

BUYERS coming in

It certainly could be. I am a very recent buyer (small punt), based out of intrigue / hunch - seems like an asset grab to me, and was tried unsuccessfully a couple of years back at 26.25p. If the delist goes ahead I am not gonna be that bothered. The company will still exist, and there is a matched buy/sell facility. Worse case scenario I will have some delisted shares in a company that said:

“Our FY23 results reflect the legacy issues and the difficult conditions that the group has operated in, however, we are now in a stronger position and laser-focused on our path back to profitability as we continue to make improvements at pace.”

Best case scenario a few folk wake up and see this for what it is (ludicrously cheap), and we see a pre de-list spike.

Exciting 2 days

Just moved up. Think we'll see a decent rise tomorrow 🤞📈

Coming in now. 0.15 to blow hopefully soon

Pip, its a £20ml company with ~£50ml turnover and a solid future. Some companies would kill for that.

As far as I'm concerned its a cash/asset grab and the only sensible way around it is to vote and make a lot of noise.

Alibulut - Very good. Ms Babbington is a Non-Exec Chairwoman of the company and will say nice things because she is required to. More importantly the same Ms Babbington recommended, along with the rest of the Board of Directors, that shareholders accept the proposal to delist.

So now you have expertly uncovered the double speak of the FCRM Management. Lots of nice positive words that are not matched in anyway by the performance of the company AND on the same day a recommendation that you sell all your shares and agree to delist the company!

Outlook

Turning the Group’s performance around has been a challenging task and is ongoing, but we are making good progress, at pace.

The Board is pleased that the Group is on a path back to profitability and that its foundations are being continually strengthened to

deliver a successful future.

Medium to long-term market fundamentals are supported by the UK’s transition to a low carbon economy and also continue to be

very strong. Considering all of this, I am confident that the Group is well positioned to take advantage of the many and significant

opportunities available to it as we move forward.

Jennifer Babington

Non-executive Chair

18 August 2023

Current Mkt Cap at 0.125p = £0.5m vs Tangible Assets in PPE of £30m ! and Net Assets of £20m !

What is going on here ?!

The key point is that the new Articles of Association will be applied to a delisted company where the normal stock market (AIM in this case) rules no longer apply. No open trading, no release of RNS to inform everyone of changes, no annual reporting of results .... Basically everything takes place behind closed doors, out of sight and beyond the grasp of anyone left holding FCRM shares when delisting happens.

The Pipe: So what has happened?

Well the company has a set of rules they must obey regarding ownership called the 'Articles of Association'. So for a listing on AIM these specify that anyone holding more than 30% of the stock must make an offer (Harwood and Bayford both comply with this ruling). When the company announced the GM for delisting they also stated that new Articles of Association would apply if the vote was passed. This was incorrect. The Articles of Association can only be changed if the shareholders agree.

So, slightly horse before cart, the Board must now convene a second meeting of shareholders to agree that the Articles of Association can be changed. The first meeting will be the vote declaration for delisting and the second meeting will be to agree that the Articles of Association can be changed. The revised Articles are on Part 2 of the Circular released to inform everyone of the proposed delisting.

So nothing to do with money and everything to do with removing the obstacles (30% rule) for Harwood and Bayford to tear the company to bits and take what they want.

Could you elaborate a bit more? Why would they need to pay for the stock?

Yep, that's how i see it. They will have to pay for the stocks.

Agree, tide seems to be turning, large but at 14.85. This could turn very quickly

So, the second meeting is to declare, if approved, this delisting a "special " delisting... if this second vote not won by them ..

They'll have to pay up for the stocks...?

Pip someone out there for heavens sake put me right

Hopefully this continues tomorrow

Thepipersson,

You can invest in AIM or you can make money, but rarely can you do both. I'm sorry people have lost money here. Sadly, that's common for most AIM stocks. They should be for trading only. I only made money on one AIM investment, and that was BEN. which IPOed at just 10p and reached £1 six months later. I sold around 85p. AIM should generally be avoided for a long term investment. You're better off with a FTSE dividend stock for that.

What's odd here is the mcap. I've been involved with a few of these de-listing stocks, and rarely do they go this low before the vote. I think the lowest I've seen was around £1m. This went down to £530k mcap on Friday. The price action has been very odd. I've seen buys above ask, small spreads, massive spreads, it's all over the place. It's hard to know what's going to happen next. They have 57% of the vote and they need 75% for it to pass. I'm not convinced they will win. If they were going to convert the CLNs, they would've done it by now to guarantee a vote win. Only 7 trading sesssions until the result. I'm hoping there will be a trading opportunity here for all of us soon. It's hard to say if that will happen but I'm reasonably optimistic there will be.

GLA DYOR

I don't think people appreciate the disaster this company has made of PI's investment over the past 5 years.

If you bought 500,000 5 yrs ago you'd have lost £225,000!

A company with needed services!

I feel before voting we will see sp up to 0.5

£20m company with current mcap of £800k. CLNs highly unlikely to be converted until after the meeting on the 26th, IMO, as they don't want to have to do an open offer for current shareholders at the same price.

Spread now 0.17p/0.25p Something forced the ask up massively from 0.20p earlier, yet no corresponding trade has shown up. Will it be a delayed trade? As I've suspected all along, someone perhaps accumulating stock. I think the next 8 trading sessions could get very interesting indeed.

Information I got copied from Gov.uk regarding delisted gona private companies.

The reason delisting for the benefit of holders they claim. Some how investors keeping their shares in company should be revarded. Either dividend or value increase of their holdings in company. Opposite they fail, we loose too.

Alibulut: You said: "You must usually pay dividends to all shareholders". I'm sorry but wherever you are getting your information from this is wrong. A company has no requirement to pay a dividend and there are many that do not. Dividends are discretionary and the decision to award them can b philosophical as much as financial - rewarding shareholders through growth rather than regular payments.

If you are hoping for a dividend from FCRM then you are in for a long wait, whether this is taken off the market listings or not. The underlying financial fundamentals are so poor it will take years.

Once privatised, we don’t loose our rights to get profit from companies earning. Don’t panic to sell your shares cheap.

Your company must not pay out more in dividends than its available profits from current and previous financial years.

You must usually pay dividends to all shareholders.

To pay a dividend, you must:

hold a directors’ meeting to ‘declare’ the dividend

keep minutes of the meeting, even if you’re the only director

Thanks for quick reply ; can I get LSE to act as my proxy ?.

Hi. My acc. with Hargraves Lowsdawn, I voted online at my page. There is other ways too.

Hello alibulit . Can I ask did you get a hard copy or use the telephone ?. Much obliged .

Voted against all resolutions.

Pip56, you are very intelligent person, you wouldn’t buy today’s lough with money. Now I believe your views on this company. I am already with 8.5 k lost here. Do you think at any point sp will spike or further down?

Abulut: you wrote "I believe share holders eventually will get 0.5 per share offer". Where is the evidence for your belief? The RNS & Circular state that if the vote to delist is accepted on 26 September the share value will no longer be publicly visible or traded openly from after business on 3 October. Read further and you will see that all FCRM share trading after that date will be through FCRM's nominated stockbroker on a matched basis. That stockbroker will only deal with another stockbroker - so if you want to sell your shares openly at the value you see, then now is the time to do it .... unless you have a stockbroker and you are willing to go through the matching process of course.

Also, unless you can show evidence otherwise, there is no offer to buy your shares for 0.5p or any other price before, during or after the delisting process. The share is currently £0.0015 and still heading south toward the issue value of £0.0010 (one tenth of a penny).... why do you believe someone will give you 0.5p for them? Best laugh I have had all day!

I agree that it's a tough situation to judge. Personally, I don't think it'll be as easy as they want it to be. Still 2 weeks until the result so anything can happen between now and then.

Real spread paper thin now with 0.151p to sell and 0.159p to buy.

GLA DYOR

İn this case all share holders should participate for voting. If %20 of not participate, delisting go forward. Main 2 share holders with this sp wouldn’t convert their finance into shares. Difficult situation to judge. I believe share holders eventually will get 0.5 per share offer.

Nice buy above ask this morning for 1.8m @0.19p. Ask was 0.18p at the time.

Okay Kabaa, thanks for your reply. Good luck with achieving your 0.10p. I still think there could be a bump in the road that makes things a little more difficult for H&B. I'm sure they'll get their delisting eventually though. If they do win the vote, then I think they will convert on the last day of trading, which is exactly a week after the vote. The vwap will be rock bottom then and as you said, they'll be able to convert a lot more.

I only have a small position here so it's just a punt for me. Any hint of buying or an offer from another company could change things. It was NT to buy any large amount on Friday, and yet I could sell my entire holding for 0.2p, which is 20% above the advertised bid. Any buys were close to the full ask. Massive spread there deliberately to deter buying. Why would they do that? Still 3+ weeks until the AGM, so all to play for. £20m in net assets and an mcap of less than £1m. I'm hoping someone will come along and spoil the fun for H&B.

Possibly because they believe the share price will go lower plus they are getting 20% interest and will be able to convert twice as many plus interest if it goes to 0.1p. Yes and I doubt others will want to get involved in the same amount of shares in an open offer if they did! But anyone that did would add more to that dilution.

So why haven't they converted yet? And what about the open offer that they have to give to shareholders at the same price as the conversion?

There is an £11m convertible loan note that can be converted at the vwap. At this price and market cap, that would equal approximately 1375% dilution.

The interest rate on the loan is 20% and the company has been losing money for years to the point they are delisting the stock in less than a month.

There is a 0% chance this will move like itsarm. There is no comparison.

Infact investors will be lucky to ever see their money again after October.

This is being pumped by Laura2022 aka Ria20. Stay away, or you will be left holding the bag!

Good morning

Whatever the situation you can always get a very strong bid price every day ,often above the mid price and closer to the buy price

Hopefully we'll get an RNS soon, possibly a TR1. Any hint of anyone accumulating stock and this will rise quickly.

Kwota

These small trades are apparently algorithm trades used to manipulate the Mrket

You cam sell 2mln for 0.247p so it certainly fits your view of buyers

Lots of small sells going through with the bid slowly rising. Maybe a big buy being worked in the background. Will see after hours.

I posted that I tried to buy 2 weeks ago and that was it

Please focus on your own investments

I have filtered

L

Laura2022, how many stocks you P&D and the newbies left holding the baby?

Look how you and Ria20 pumped #PTRO, and today it's down 70%. The company is now proposing to cancel the share.

You have no morals whatsoever. You are just a pure evil money-grabber. You pump and suck all the money from newbies, and then you walk away!

Morning Bond

I have a feeling there could be a big move over next few weeks

Morning Laura. Yes, looks like someone's buying up shares. Hopefully we've bottomed.

Difficult to buy much below 0.25p but can sell 1.5mln at 0.233p

I concur

Company has received irrevocable undertakings from Harwood Capital and Bayford Group Shareholders holding in aggregate 228,416,332 Ordinary Shares (representing approximately 57.20 per cent. of the existing issued ordinary share capital of the Company) to vote in favour or the Resolutions. These Shareholders wish to continue to support the Company's growth strategy as ongoing Shareholders and therefore do not wish to sell their current shareholdings

ReplyRecommendReport Post

Laura2022

Posts: 1,162

Price: 0.25

No Opinion

RE: Mgmt telling the truth ?25 Aug 2023 13:35

Bayford & Co. Ltd.

29.10 % 

 Harwood Capital LLP

3.569 % 

 Jarvis Investment Management Ltd.

3.395 % 

 Janus Henderson Investors UK Ltd.

2.670 % 

 BlackRock Investment Management (UK) Ltd.

2.323 % 

 West Yorkshire Pension Fund

2.010 % 

 James Sharp & Co. LLP

1.746 % 

 WH Ireland Ltd.

1.587 % 

Wayne Jonathan Hayes

1.223 % 

 Hargreaves Lansdown Asset Management Ltd.

1.222

Here's the paragraph I'm referring to:

'At or around the point of Conversion, the Company's shareholders will be entitled to participate in an open offer or similar arrangement, at the same price as the Conversion Price;'

If I were a rival of Harwood and Bayford, I would start buying around this price now and then make an offer, say 1.25p for the whole company. That's £5m and would still leave them with £15m profit if they sold off the assets. I can't see this just drifting in a straight line to 0.10p before the vote. The free float is tiny and as with all companies with such few shares in circulation, the price can spike and spike hard! 📈

GLA DYOR

Kabaa,

Why do you think they haven't converted their loan notes yet? Also, what do you think about the fact that other shareholders would get an open offer at the same price as the conversion?

Pip56,

The 2 main holders have a convertible loan note of upto £11m which can be converted at the lower of either the previous 5 day vwap or 0.5p.

At this price, it would be approximately 1100% dilution.

I believe as it's delisting, there is a fair chance the vwap gets even lower, e.g. 0.1p, which would equal nearly 3000% dilution.

I have no holding here either but have also been watching the train wreck unfold over the years.

Do you think the 57% holders will get this out of the eyes of the public and strip the remaining assets then put it in to administration over the next fewnyears or will they convert their debt to equity?

The directors have a total shareholding of 400,000 shares which equates to around 800 quids worth. So they clearly have no skin in the game.

Either way, it looks to me like a terrible investment at any price. Enormous dilution at a very low price or administration.

Thanks Pip

You clearly known the company very well, and even at these desperate times ita still day light robbery which is presumably what they planned years ago according to your posts ?

Even with the liabilities they still have £20mln assets V £800k market cap

Your words :

 company has assets of £71.97m but liabilities of £51.27m so its net worth is a bare £20.71m. Year on year it has never been lower and it is less than half of last years 

Laura: You posted this.... "The Group's network of utility assets, valued over £31 million as at 31 March 2023, generate recurring income and provide attractive and predictable long-term returns. We continued to adopt additional utility assets in the year, adding them to our income generating portfolio".

Absolutely right. There is a reliable and lucrative income stream over and above the day to day business of designing, building and commissioning utility infrastructure. And yet, it's all for naught because the business lost £25m this year. So in context of your post they actually lost much more and used the income to pull it back to -£25m. 5 years ago the company was run at a profit and the additional income stream paid shareholders a dividend.

The situation now is that the company is running at a loss. It has been loaded up with £11m of debt and it is paying 20% interest to those that loaned the money, none other than Harwood and Bayford. I suggest to you that the income stream is making a good contribution to the interest and administration charges on the loan and in actual fact are being diverted to Harwood and Bayford pockets?

Also right the network of utility assets have a asset high value(£31m), however the liabilities have pretty much gobbled them up because the reported assets of the whole company is just over £20m.

Its like living in a big expensive house that on the face of it makes you look rich but in the background there is a mortgage you can't pay and the mortgage company are slowly and steadily taking ownership of the house around you. You are asset rich on paper but the liabilities are slowly eating it away! Worse though is that the income stream has dried up and you owe more today than you did before. That's FCRM in a nutshell.

Surely this is criminal or negligence towards holders at best withbtheir motives to go private,they are steallong the "golden goose "

The Group's network of utility assets, valued over £31 million as at 31 March 2023, generate recurring income and provide attractive and predictable long-term returns. We continued to adopt additional utility assets in the year, adding them to our income generating portfolio. The Group will continue to selectively adopt utility assets. All tranches of the asset sale to ESP were also successfully delivered during the year.

If a company delists voluntarily, its share price can increase depending on the reasons for the privatisation. In this case, a trader can open a position to 'buy' (go long) if they think the share price will increase

Yes, it's all explained in the cancellation RNS alibulrt

This is a puplic company, even delisted from Lse, still we have a rights of benefits from company earnings and assets. Am I right?

This information is in the public domain:

Harwood have 28.8% of the equity

Bayford have 29.1% of the equity.

Together they have a majority shareholding of 57.9%. The BoD holdings and those previously on the board are less than 5%. The balance needed to get over the line to 75% will come from institutions who have been selling down anyway. The BoD support the decision to delist and generally that holds credibility in the market because what they are really saying between the lines is: "We recommend you take your equity at what we offer in October because if you don't you will get nothing"

Both parties are holding just under the 30% shareholding because of an agreement they signed when they failed to take the company private 2 years ago. So to get around that they have loaned the company £11m with an agreement it can be converted into equity. As stated in previous posts both Harwood and Bayford have an iron grip over the company and they can pretty much do as they wish. They have also changed the rules (Articles of Association) so they can both go over the 30% holding without having to make a formal offer.

Whatever you think is happening the reality is that this company will be delisted in October. Shareholders will be offered the then going rate. This process has been well flagged by the actions of Harwood and Bayford.

The BOD are claiming 57% when in fact its just them.and 29% debt holders !

See 1.35pm post

Even if wveryone on the list voted it would only be 49%

Kabaa, but don't they need shareholder approval for the conversion? Also, they're supposed to offer shareholders the same deal in a placing. That's what it looks like to me in the loan facility amendment. Also, why would they convert at this price when they could've done it at a much higher price quite recently. Seems very odd. And one last thing; the company is still owed £13m from ESP, which could be anounced at anytime, I would guess. I think a decent rise here is possible but of course, it may drop further first. No idea but definitely worth a small gamble if you're prepared to lose it, which I am.

No unfortunately they do own 57%. Of course the company would not make a mistake on this. Anyone can look for themselves on the website or in the previous rns's.

Also they can dilute the shares to own way above that and get the 75% they need to delist. They have con notes for around £11m with a 20% interest rate. If they just converted £1m of this into equity at the current 5 day vwap, they would have a lot more than 75% of the shares to pass the delisting. This seems very unfair to minority shareholders but the company has had a disastrous time in previous years and would likely find it impossible to raise money from anyone else.

There would not be convertible notes to the tune of 11x the current market cap if the assets were solid or were able to easily sell or liquidate for that price, especially with an interest rate of 20%.

As per my previous post, I believe this will be very high risk and low reward investment and it has been since the convertible loan notes were there.

People noting the NAV at 5p per share are not taking into account the inevitable dilution by the creditors or the risk the company would not get anything remotely close to that if it were wound up.

Something does not add up from what they are claiming ,with BOD only owning 0.2% I looks like something murky is going on trying to Broad day light robbery

Company has received irrevocable undertakings from Harwood Capital and Bayford Group Shareholders holding in aggregate 228,416,332 Ordinary Shares (representing approximately 57.20 per cent. of the existing issued ordinary share capital of the Company) to vote in favour or the Resolutions. These Shareholders wish to continue to support the Company's growth strategy as ongoing Shareholders and therefore do not wish to sell their current shareholdings

Bayford & Co. Ltd.

29.10 % 

 Harwood Capital LLP

3.569 % 

 Jarvis Investment Management Ltd.

3.395 % 

 Janus Henderson Investors UK Ltd.

2.670 % 

 BlackRock Investment Management (UK) Ltd.

2.323 % 

 West Yorkshire Pension Fund

2.010 % 

 James Sharp & Co. LLP

1.746 % 

 WH Ireland Ltd.

1.587 % 

Wayne Jonathan Hayes

1.223 % 

 Hargreaves Lansdown Asset Management Ltd.

1.222

They claim 57%acceptance but there only 40% held by institutions?? (See the website)