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Fuller, Smith & Turner PLC (FSTA)
6 September 2019
Fuller, Smith & Turner P.L.C.
Terms of the proposed return of capital to ordinary shareholders and posting of circular
Further to its announcement of a return of approximately £69m to ordinary shareholders (the "Return of Capital"), dated 4 September 2019, Fuller, Smith & Turner P.L.C. (the "Company", LSE: FSTA) today announces the posting of the explanatory circular to shareholders in connection with the Return of Capital (the "Circular").
The Return of Capital represents a return of 125 pence per A ordinary share and C ordinary share in the Company and 12.5 pence per B ordinary share in the Company.
Summary of Return of Capital
The Return of Capital will be implemented by way of a D share scheme (the "D Share Scheme") requiring the issue and allotment of a new class of shares (the "D Shares") by the Company to ordinary shareholders in proportion to their existing holding of ordinary shares in the Company (taking into account the different economic rights of the ordinary shares).
Following the allotment and issue of the D Shares, it is expected that Numis Securities Limited (or a subsidiary thereof) ("Numis") (acting as principal, and not as agent, nominee or trustee for the Company) will make an offer to purchase all of the D Shares (except for those D Shares held by the Company's Employee Share Trust 1998) for an amount of 12.5 pence per D Share, free of all expenses and commissions (the "D Share Purchase Offer"). It is generally expected that United Kingdom tax-resident shareholders will receive capital treatment on sale of their D Shares to Numis.
Following completion of the Purchase Offer, it is expected that the D Shares will be converted to deferred shares (the "Deferred Shares"), which will be repurchased from Numis by the Company for nominal consideration and subsequently cancelled, pursuant to the terms of an option agreement between the Company and Numis, which is to be approved by ordinary shareholders at the General Meeting (defined below) (the "Option Agreement").
The record time for entitlement to the D Shares will be 6.00 p.m. on Tuesday 1 October 2019. Subject to the receipt of the requisite shareholder approvals at the General Meeting (as defined below), the D shares are expected to be issued on 2 October 2019 and the D Share Purchase Offer is expected to be made on 3 October 2019, with the despatch of payments and the crediting of CREST accounts in respect of proceeds from the sale of the D Shares expected to occur on 11 October 2019. A detailed timetable of principal events and the full terms and conditions of the D Share Scheme is set out in the Circular.
Posting of Circular
The D Share Scheme is subject to the following approvals at a general meeting of the Company to be held at 14:00 on Tuesday 1 October at Freshfields Bruckhaus Deringer LLP, Northcliffe House, 28 Tudor Street, London, EC4Y 0DD (the "General Meeting"):
Accordingly, the following documentation has been published and will shortly be posted to shareholders:
Holders of both ordinary and preference shares in the Company will receive a separate form of proxy and/or indicative voting form in respect of their ordinary shares and their preference shares, which should each be completed in accordance with the instructions in this Circular.
The Circular will also be available at the Company's website at www.fullers.co.uk/corporate/investors. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at the Registered Office of the Company.
Fuller, Smith & Turner P.L.C.
Séverine Béquin, Company Secretary - 020 8996 2073
Numis Securities Limited
Christopher Wilkinson / Jonathan Abbott - 020 7260 1211
Computershare Shareholder Helpline
Tel: 0370 889 4096 (or +44 (0) 370 889 4096 if calling from outside the United Kingdom)
Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that calls may be monitored or recorded, and the helpline cannot provide financial, legal or tax advice or advice on the merits of the Resolutions or the D Share Scheme.
This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This announcement does not constitute an invitation to participate in the D Share Scheme in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise or where such offer would require a prospectus to be published. Neither this announcement, nor any other document issued in connection with the proposed Return of Capital, may be issued or distributed to any person except under circumstances which do not constitute an offer to the public under applicable securities laws.
Numis, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the matters referred to in this announcement and is not advising, or acting for, any other person and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.
This announcement has been prepared in accordance with English law, the EU Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the UKLA and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The release, publication or distribution of this announcement in, into or from jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own financial or tax advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant, tax advisor or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from any appropriately authorised independent financial adviser.
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