Fuller, Smith & Turner PLC: Results 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 RESULTS OF CONSENT SOLICITATION

8 June 2021

Overview

Fuller, Smith & Turner PLC (the Company) announced on 14 May 2021 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 was 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 in the announcement of the Company dated 14 May 2021, the Solicitation Memoranda dated 14 May 2021 (the Solicitation Memoranda) and the announcement of the Company dated 3 June 2021 (the Consent Fee Announcement). The meetings of the holders under each of the 2023 Stock (the 2023 Meeting) and the 2028 Stock (the 2028 Meeting and, together with the 2023 Meeting, the Meetings) were held on 8 June 2021 in connection with the Consent Solicitation, and the Company now announces the results of the Meetings.

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

Results of Meetings

The Meetings were held on 8 June 2021 and notice is hereby given to the Stockholders that, at the Meetings, the Extraordinary Resolutions were duly passed, and accordingly the First Supplemental Trust Deed in respect of each of the 2023 Stock and 2028 Stock will be executed on or about the date of this announcement.

The Stockholder which was represented at the 2023 Meeting held 100 per cent. of the nominal amount of the Stock for the time being outstanding and the Extraordinary Resolution was passed by a majority consisting of 100 per cent. of the votes cast on a poll.

The Stockholders which were represented at the 2028 Meeting held 76.53 per cent. of the nominal amount of the Stock for the time being outstanding and the Extraordinary Resolution was passed by a majority consisting of 100 per cent. of the votes cast on a poll.

Consent Fee

On the date of the execution of the First Supplemental Trust Deeds, the Company will pay to the Trustee (for the account of all Eligible Stockholders) the Consent Fee (as defined in the Consent Fee Announcement).

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

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.

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

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.

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.