Fuller, Smith & Turner PLC: Announcement of Consent Solicitation

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

FULLER, SMITH & TURNER PLC ANNOUNCES CONSENT SOLICITATION

 

14 May 2021

Overview

Fuller, Smith & Turner PLC (the Company) today announces a consent solicitation (the Consent Solicitation) in respect of the £6,000,000 10.70 per cent. First Mortgage Debenture Stock due 2023 (the 2023 Stock) and the £20,000,000 6.875 per cent. Debenture Stock due 2028 (the 2028 Stock, and together with the 2023 Stock, the Stock). 

The Consent Solicitation is being launched in order to seek the approval of the holders of the Stock (the Stockholders) (by way of Extraordinary Resolutions) to waivers and an amendment in respect of the Trust Deeds to which the Company is a party, as described further below.

Capitalised terms used in this announcement (the Announcement) and not defined herein shall have the meanings ascribed to them in the Solicitation Memoranda dated 14 May 2021 (the Solicitation Memoranda).

Rationale and Background to the Proposals

The Company has agreed a deficit reduction for the Company's historic defined benefit pension scheme with the Company's pension scheme trustee. To support this, the Company is required to grant security over certain real estate assets in favour of the Company's pension scheme trustee.

The Company is also seeking the flexibility to be able to grant a subordinate floating charge over the assets of the Company to support any potential future refinancing requirements.  Any such floating charge would rank behind the security granted by the Company in favour of the Stock.

Under the provisions of the Trust Deeds, granting the aforementioned security would be a breach of the Company's covenants not to create, extend or allow to subsist any mortgage, charge or other security interest on the whole or any part of its undertaking, property or assets. In light of this, the Company believes it appropriate and necessary to amend the Trust Deeds by the passing of the Extraordinary Resolutions as set out in the Memoranda.

Proposals

For the reasons set out above, the Company is seeking the consent of Stockholders to implement the Proposals, the terms of which are set out in the Solicitation Memoranda. The Proposals require the approval of the Stockholders. The Proposals will be implemented by entry into of the First Supplemental Trust Deeds.

Voting on the Proposals

The Extraordinary Resolutions to approve the Proposals will be considered and, if thought fit, passed at a Meeting of the relevant Stockholders which shall take place by audio or video conference call at 9:00am / 9:10am (London time) on 8 June 2021 in respect of the relevant Stock. Stockholders are directed to the Notices of Meeting and the Solicitation Memoranda (information relating to which has been sent today to all Stockholders), which contains the full terms of the Proposals and details of the Meetings.

Stockholders are directed to the relevant Solicitation Memorandum (information relating to which has been sent to all Stockholders), which contains the full terms of the Proposals.

Implementation

The implementation of the Proposals and the Extraordinary Resolutions will be conditional on the passing of the Extraordinary Resolutions and the execution of the First Supplemental Trust Deeds. The First Supplemental Trust Deeds will take effect from the date that such First Supplemental Trust Deeds are entered into or, if later, the date on which it becomes effective in accordance with its terms, and will (i) document the waivers requested and (ii) effect the amendments to the Company/Borrower Facility Agreement, which will together reflect the Proposals. Further detail on the Proposals is set out in the Solicitation Memoranda.

Only Eligible Stockholders may deliver voting instructions.

 

Expected Timetable Event		Date
Announcement of the Consent Solicitation and the Proposals via the RNS. Issue of Notice of Meeting by post.		14 May 2021
The Solicitation Memoranda and draft of the form of the First Supplemental Trust Deeds to be made available (copies of which are obtainable by Stockholders upon request, free of charge).		14 May 2021
Expiration Time: Latest time and date for (i) receipt by the Registrar of a Stockholder's voting instructions (such voting instructions are irrevocable from this date), (ii) obtaining a voting certificate from the Registrar and for the issuance or withdrawal of a voting instruction and (iii) obtaining and submitting an instrument appointing a proxy.		9:00am / 9:10am on 4 June 2021
Time and date of the Meeting in respect of the relevant Stock.		9:00am / 9:10am on 8 June 2021
Announcement of result of the Extraordinary Resolutions via the RNS. Notice of result of the Extraordinary Resolutions to be given to Stockholders.		As soon as reasonably practicable after the Meeting.
If the Extraordinary Resolution is passed by each of the 2023 Stock Stockholders and the 2028 Stock Stockholders, execution of the First Supplemental Trust Deeds.		As soon as reasonably practicable after the Meeting.

Stockholders or Beneficial Owners are advised to check with the bank, securities broker or other intermediary through which they hold their Stock whether such intermediary applies different deadlines for the receipt of voting instructions or (in the limited circumstances in which withdrawal is permitted) to the withdrawal of voting instructions to vote in respect of the Proposals, and then to adhere to such deadlines if such deadlines are prior to the deadlines set out above.

All of the above deadlines for the submission and (where permitted) revocation of voting instructions are subject to earlier deadlines that may be set by any intermediary.

General

The Company may, at its option and in its sole discretion, amend, terminate or waive any of the terms and conditions relating to the Consent Solicitation at any time (subject in each case to applicable law and the Stockholder Meeting Provisions and as provided in the Solicitation Memoranda, and provided that no amendment may be made to the Extraordinary Resolutions, the Expiration Time or the time of the Meetings).

Stockholders are advised to read carefully the Solicitation Memoranda for full details of and information on the procedures for participating in the Consent Solicitation.

A complete description of the terms and conditions of the Consent Solicitation is set out in the relevant Solicitation Memoranda.

For Further Information:

Further details on the Consent Solicitation, the contents of this Announcement and copies of the Solicitation Memoranda can be obtained from:

The Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

+44 (0370) 889 4096

 

The Company

Fuller, Smith & Turner PLC

Pier House

86-93 Strand on the Green

London

W4 3NN
[email protected]

Solicitation Restrictions

This Announcement does not constitute an invitation to participate in the Consent Solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Announcement in certain jurisdictions may be restricted by law.

Persons into whose possession this Announcement comes are required by each of the Company, the Group, the Registrar and the Trustee to inform themselves about, and to observe, any such restrictions.

United States

This Announcement is not an offer of securities for sale in the United States or to, or for the account or benefit of, any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Stock have not been and will not be registered under the Securities Act, or the laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

General

Nothing in this Announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction, and participation in the Consent Solicitation by a Stockholder in any circumstances in which such participation is unlawful will not be accepted.

Each Stockholder participating in the Consent Solicitation will be required to represent that it is an Eligible Stockholder as set out in "Procedures in connection with the Consent Solicitation" in the Solicitation Memoranda. Each of the Company, the Registrar and the Trustee reserves the right, in its absolute discretion, to investigate, in relation to any submission of voting instructions, whether any such representation given by a Stockholder is correct and, if such investigation is undertaken and as a result the Company or the Registrar determines (for any reason) that such representation is not correct, such voting instruction may be rejected.

Disclaimer

This Announcement must be read in conjunction with the Solicitation Memoranda. The Solicitation Memoranda contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation and the Proposals. If any Stockholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and investment advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (the "FSMA") (if in the United Kingdom) or other appropriately authorised independent professional adviser. Any individual or company whose Stock are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation or otherwise vote in respect of the Proposals. None of the Company, the Registrar and the Trustee or any of their respective affiliates, directors, employees, officers, agents, consultants or representatives makes any representation or recommendation as to whether or not or how Stockholders should participate in the Consent Solicitation or vote in respect of the Proposals.

Neither the Trustee nor the Registrar accepts any responsibility for the contents of this Announcement. For the purposes of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the EUWA and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as amended by the FCA pursuant to Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019), this Announcement is made by Adam Councell, Director of Fuller, Smith & Turner PLC.