Member Info for Pip56

Harry - My original e-mail. As a shareholder I addressed it to the CEO. Sent on 6 April at 14:15hrs.

For the attention of the Fulcrum Utility (FCRM) Chief Operating Officer

Dear Mr Dugdale,

I am a shareholder of Fulcrum Utility and have been invested since 2017. It has been a rather turbulent couple of years with delayed reporting, loss of dividends and more recently an extraordinary merry-go-round of moves within the Board of Directors. All this against the backdrop of a pandemic and, in the case of FCRM, little meaningful news to encourage investors.

As the end of March approached I was anticipating a buoyant End of Year Trading update. I am aware the FCRM trading year ends on 31 March and in past years this has resulted in an RNS providing shareholders with a progress report and date of the Annual Results Publication. So far nothing has appeared, including an RNS to explain why or when such a report might be released. This is disconcerting!

I note that the FCRM website states:

The Group communicates with shareholders through the Annual Report and Accounts, full year and half year announcements, the Annual General Meeting, regulatory news and one-to-one meetings with existing or potential new shareholders throughout the year.

Can you please advise me when the End of Year Trading announcement will be made, or if it is not being released when an announcement will be made explaining the change of situation that has caused it to be delayed.

Thank you for your assistance

Aha..7 April.. Text of the e-mail:

"We’re expecting to announce our pre-close trading update towards the end of April this year. This is a change, to move it more into alignment with how many other businesses report their trading updates, but we appreciate that it is later than our historical reporting".

On re reading it the key word is 'expecting' which allows for an escape route.

All incidental now as I have sold all of my holding and moved it elsewhere. I entered FCRM for the dividend and growth. First year went well but since it has been in suspended animation whilst everything else has moved on at pace. After 18 months of no dividend or real growth (since entry) it fails my criteria for investment. The current uncertainty is also a factor - I was burned by Sirius Minerals and do not want a repeat - so I am out.

Good luck to you all and I hope your investment works out as you expect.

Cheers, Pip.

Thanks Harry, Do you think the e-mail from FCRM regarding a release of results 'toward the end of April' constitutes a release of misleading information likely to influence an investors decision?

It's source, a 'director' of the company, can be considered to have inside information that is trustworthy. It was given to a person identifying themselves as a shareholder/investor making a reasonable enquiry and who would be expected to act on what they were told. The source intentionally disseminated false information and, in doing so, misled the shareholder to the effect they made poor investment decisions.

Looks like a failure to maintain an orderly market?

The absence of information feeds speculation. What might be the cause of a delay in reporting the annual results:
Covid 19 - Allowed for by the LSE but would't stop the company reporting that as a cause.
Debt - Unlikely as the company are reporting on last year and would simply declare it within the trading statement
Going into Administration - No. there has been no alerting RNS that the company is in difficulty.
Restructuring - No because that is secondary to reporting on last years trading.
Takeover - Interesting. Until the results are released the BoD can not buy or sell so the interested parties have their hands tied. Lavelle is also a specialist in Bid Defence - is this a strategy?

All pure speculation. I am sufficiently spooked to be jumping ship. The SP is stagnant, no dividend and a company that refuses to speak with the shareholders. Not good.

The initial e-mail I used was investors@fulcrum.co.uk and this was replied to by a chap called Craig Baugh who turns out to be the 'Sustainability Officer'. My e-mail was addressed for the attention of the CEO.

I cited the FCRM Investor Report and also the current FCRM website statements about maintaining communications with stakeholders including shareholders but this has made no difference.

My intention is to wait until Monday and see if there is any news. If there is not then I will write a personal letter to the Chairman - Jennifer Babington - and send it recorded delivery. My main issue is the late reporting of the EOY Results, the lack of transparency regarding the financial calendar and the failure to keep shareholders informed.

I have gone through AIM Rules and Company House but can find no specific regulation that stipulates a financial calendar should be published. There are rules for maintaining an orderly market and announcing results in a timely way. I think FCRM are beginning to sail close to the wind on the latter but I am not a professional and that is simply my frustrated opinion.

Harry - My first e-mail to FCRM was made as a shareholder enquiry and I felt the reply 'bringing the company reporting in line with other businesses' was simply guff to fob me off.

This last e-mail was more of a challenge in as much as I asked whether the failure to keep shareholders informed (via website financial diary) was by oversight or intentional. Furthermore the delay in reporting without providing a reason allows for rumour and market speculation of problems - it didn't go down well last time this happened. The one line reply barely answered the question.

I think we will hear something next week.

I wrote to FCRM again over the weekend in an attempt to get visibility over the EOY results and an updated financial calendar. This was the reply:

"The new Board are actively discussing the timing and content of our future RnS announcements and we will advise on this in due course".

Sorry Harry I missed this.
We know Turner bought 250,000 shares on 8 March. Therefore the EOY Financial Results (released as a trading statement) can not be issued for a period of 2 months. The earliest we will see them is 8 May. The recent release of news regarding contracts may have had a bearing on the delay.

The End of Year Report will come in 4-6 months time. It will contain the same information as the EOY Results - it's just the same data in a glossy format. Once the EOY Results are released (from 8 May we think) the BoD can trade as much as they wish - until 1 month before the Interims.

Well, 30% of assets suddenly going offshore - out of UK and EU regulatory jurisdiction - seems a little more than "low risk", particularly where the company investment policy is geographically restricted. The SNP Manifesto speaks of "The benefits of owning and developing our own natural resources" in specific regard to wind energy. Given their commitments to social spending and not increasing taxes they have to find a revenue source - the renewable sector must be on the target list?

TRIG has 30% of the portfolio invested in Scotland - on & offshore wind. Scotland as part of the UK has a stable regulatory and legal framework. TRIG also has a policy limiting investments outside of the UK and EU.

If the SNP achieve their majority next month the country will be steered towards an independence referendum in 2022. Lots of implications for TRIG but I haven't seen any discussion.... has anyone else? Scotland is listed within the TRIG Risk matrix but only in the context of Brexit.

All the evidence suggests an independent nationalist/socialist Scotland will be a fiscal and economic basket case. In this context the energy generation assets could well be nationalised to give the Scots leverage. This represents a very high risk to TRIGS operations and next months election could be a litmus test for a potential downturn in value.

Jl - You are mixing two terms.

Your 11:44 - Close period two month period before release of Annual Results - I agree
Your 23:06 - Cannot buy from 31 Mar to Annual Report, could be 6 months - I disagree

These are two different things. The delayed RNS is both a Trading Statement and the unaudited End of Trading Year Results (Annual Results). BoD and associates may not buy 2 months prior to the release of this information.

The End of Year Report contains the audited version of the End of Year Results and as you rightly say there can be a gap of up to 6 months between the two. FCRM released the End of Year Report in August last year.

Once the End of Year Results have been released the BoD and Associates are free to trade in company stocks. The End of Year Report has no bearing on their capacity to trade as the price sensitive information has already been released. It was after the 2020 End of Year Results (headed as Covid-19 Update released in March 2020) that Turner made his move - Phil Holder sold 225,000 shares within a week and 2 months later Turner began hoovering up stock.

Jl, thank you. I am better informed. However it now raises a new question with regard to Turners buys and the date of the EOY results. Turner (Bayford Group) bought 250,000 shares on 8 March which suggests the annual results can not be released until 8 May - 2 months.

I guess we have to just wait and see.

The reason I asked the question regarding Turner is that as a director he is in purdah until the EOY results are published. As a person with inside information he can not be 'in action' with regard to buying shares, discounted or otherwise. I am unsure about the rules - whether it is 60 or 30 days before results are published - but he is free to do what he wants after they are in the public domain.

I think the sudden cluster of Director buys in late February/early March was the threshold. On reflection it is entirely possible someone made an error by allowing those buys to go through. It would explain the delayed results announcement? There is no way for the results to be released on 28 March if Turner (and his associates) were buying shares on 8 March - 'tis against trading rules.

I received a reply confirming. The text:

"We’re expecting to announce our pre-close trading update towards the end of April this year. This is a change, to move it more into alignment with how many other businesses report their trading updates, but we appreciate that it is later than our historical reporting".

It goes on to confirm the financial diary will be updated when the date is known.

I agree. Like someone is pulling the shutters down. What was previously transparent is now opaque.... not a good thing?

Hi Jl. It does seem rather strange. 31 March is most definitely the last day of trading for FCRM. EOY trading updates have been released every year on 28 March (since 2015) and they include the date when full results will be published.

The FCRM website states: "The Group communicates with shareholders through the Annual Report and Accounts, full year and half year announcements, the Annual General Meeting, regulatory news and one-to-one meetings with existing or potential new shareholders throughout the year". So to my mind a full year announcement is now late. AIM states a trading update can be held back where there are background activities that might impact on the announcements content (I paraphrase) however there is a balance with keeping shareholders informed and confidentiality of inside information. Information should be released if there is a risk of the confidentiality being broken. Hence my enquiry to Trader that "Turner is in action" - what does that mean and how does he know?

The FCRM Financial diary has never been updated or maintained on the website. I have written twice to the company and asked for it to be updated.

I did not receive a reply to my first e-mail last week. I have now written to the CEO - Dugdale - and asked for a reason why the EOY trading statement has not been released and no explanatory RNS either.

Like I said it is all very strange. If no reply by Friday I will phone the FCRM Head Office.

Turner in action - how do you know? Evidence please...

No trading update and no response from the company to my e-mail enquiring why, given it is the end of the trading year. Even if Turner was making a move the requirement to report normal business remains. Out of interest, does the failure to deliver a trading update constitute a breach in AIM regulations? I need to do some research.

This paragraph was written into the last Annual Report:
Why We Engage
We aim to provide clarity and communicate with transparency to all our shareholders
*To provide clarity and secure support for the strategic plans for the business
*To keep our shareholders regularly updated on our progress and performance

Pretty ironic that I have to quote it back to the company in order to gain some semblance of insight into when they will post a trading update. What a shambles...

Previous EOY Trading updates have been released on: 30 March 2016, 28 March 2017, 28 March 2018, 28 March 2019, 1 April 2020
The last of these on 1 Apr 20 was, like all the others, released midweek hence the slight delay. No such excuse this week because it could have come yesterday or today.

Well nothing has happened! No trading update has appeared... it's like 2019 all over again when we just stared into a black hole until the delays in reporting were announced.

For the second time in 6 months I have e-mailed the company and complained about the lack of transparency and their failure to keep shareholders informed. The FCRM Website is not being kept up to date and the financial calendar is blank. After my last complaint they declared the date 2 days before it was due and then just as hastily took it down.

I have asked they confirm it was due today and why it has not been released. Hopefully I have made a mistake and all this hot air and gnashing of teeth is misdirected.