TIDMFSTA
RNS Number : 2024L
Fuller,Smith&Turner PLC
04 September 2019
4 September 2019
FULLER, SMITH & TURNER P.L.C.
Proposed Return of Capital to ordinary shareholders update, AGM
Trading Statement for the 22 weeks to 31 August 2019 and Board
Changes
Fuller, Smith & Turner P.L.C. ("Fuller's" or "the Company"),
the London-based premium pubs and hotels business, today updates on
the proposed Return of Capital to ordinary shareholders, provides a
trading statement for the 22 weeks from 31 March 2019 to 31 August
2019 ("the period"), and announces changes to the composition of
its Board of Directors, in advance of the Company's Annual General
Meeting to be held today, 4 September 2019, at 11am in The Boston
Room, The George IV, 185 Chiswick High Road, London W4 2DR.
Proposed Return of Capital
Following the sale of its Beer Business to Asahi Europe Ltd,
which completed on 27 April 2019 and its agreement to make a GBP24
million voluntary offer to its pensions scheme from the proceeds
thereof, the Company intends to return a total of approximately
GBP69 million of cash to ordinary shareholders, representing 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
(the "Return of Capital").
The Board expects that 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 the sale of their D Shares to
Numis.
A circular containing details of the Return of Capital and
notice of an extraordinary general meeting on the Company's
shareholders (the "General Meeting") is expected to be posted to
shareholders on 6 September with the General Meeting expected to be
held on 1 October 2019.
It is expected that, subject to shareholder approval, completion
of the Return of Capital will take place shortly following the
General Meeting and settlement will take place in mid-October.
Trading update
The Company has made a good start to the new financial year with
like for like sales in Managed Pubs and Hotels rising 2.5% and like
for like profits in Tenanted Inns down 2%, against exceptionally
strong trading for the same period last year.
Chief Executive Simon Emeny commented: "It has been a busy start
to the year with the sale of the Fuller's Beer Business to Asahi
and I am pleased to announce today the intention to return
approximately GBP69 million to shareholders, which is at the top
end of the range indicated in the original circular to shareholders
on the Disposal of the Fuller's Beer Business. We are now focused
on driving the performance of our premium pubs and hotels business
and, with the addition of our new Finance Director Adam Councell,
the full Executive Team is in place.
"I am pleased to see our Managed Pubs and Hotels showing like
for like growth and, while our like for like profits in Tenanted
Inns are down a little year on year, it is important to remember
that the first half of last year included the halcyon period where
sun and sport combined to create perfect pub-going conditions. I
look forward to updating the City on our plans and progress in more
detail at our half year results presentation in November."
The next report will be on 15 November 2019, when the Company
issues its half year results for the 26 weeks to 28 September
2019.
Board Changes
Pursuant to Listing Rule 9.6.11, the Company announces that it
has been agreed to bring forward Jonathon Swaine's departure from
the Board and from the Company from the previously announced 10
October 2019 to today, 4 September 2019. The Board thanks Jonathon
Swaine for his immense contribution to the business over the last
14 years and wishes him all the best as he takes on a new challenge
in the autumn with Rank plc.
The Board has also accepted Peter Swinburn's resignation as
non-executive director as recent health issues continue to make it
difficult for him to give the Company the time commitment
commensurate with the role. Peter Swinburn's experience and support
have been invaluable to all his Board colleagues in the past year
which has seen transformational events taking place for Fuller's.
He will be sorely missed, and the Board wishes him a speedy
recovery. On the recommendation of the Nominations Committee, the
Board has appointed Juliette Stacey as Senior Independent
Director.
- Ends -
For further information, please contact:
Fuller, Smith & Turner P.L.C. 020 8996 2000
Simon Emeny, Chief Executive 020 8996 2198/07831 299801
Georgina Wald, Corporate Comms Manager
Instinctif Partners
Justine Warren 020 7457 2020
Notes to Editors:
Fuller, Smith and Turner P.L.C. is a premium pub and hotel
business. The Company runs 179 Tenanted pubs and 206 Managed Pubs
and Hotels, with a focus on delicious, fresh, home-cooked food,
outstanding cask and craft ale, great wine and exceptional service.
The Company also has 817 boutique bedrooms in its Managed estate.
The Fuller's pub estate stretches from Brighton to Birmingham and
from Bristol to the Greenwich Peninsula, including 174 locations
within the M25. In June 2018 Fuller's acquired Bel & The
Dragon, comprising six stunning country inns (included in the pub
numbers above), and the Company also owns The Stable, a craft cider
and gourmet pizza restaurant business, which has 16 sites in
England and Wales. In April 2019, Fuller's sold its brewing
division to Asahi Europe Ltd.
Photography is available from the Fuller's Press Office on 020
8996 2175 or by email at pr@fullers.co.uk.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DOCLIMLTMBJMMML
(END) Dow Jones Newswires
September 04, 2019 05:31 ET (09:31 GMT)
Fuller Smith & Turner (LSE:FSTA)
Historical Stock Chart
From Apr 2024 to May 2024
Fuller Smith & Turner (LSE:FSTA)
Historical Stock Chart
From May 2023 to May 2024