Terms of the proposed return of capital to ordinary shareholders and posting of circular (870057)
07 September 2019 - 12:35AM
UK Regulatory
Fuller, Smith & Turner PLC (FSTA)
Terms of the proposed return of capital to ordinary shareholders and posting
of circular
06-Sep-2019 / 15:34 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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 GBP69m 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"):
1) approval by all ordinary and preference shareholders of an amendment to
the articles of association of the Company to insert the rights and
restrictions which will apply to the D Shares and Deferred Shares; and
2) approval by ordinary shareholders only of:
a) the issuance of 10 D Shares in respect of each A ordinary share and C
ordinary share in the Company and one D Share in respect of each B
ordinary share in the Company; and
b) the terms of the Option Agreement.
Accordingly, the following documentation has been published and will shortly
be posted to shareholders:
· the Circular, containing a notice of the General Meeting; and
· the form of proxy for use at the General Meeting (the "Form of Proxy").
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 [1]. 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.
Enquiries:
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.
Important Notices
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.
ISIN: GB00B1YPC344
Category Code: CIR
TIDM: FSTA
Sequence No.: 19333
EQS News ID: 870057
End of Announcement EQS News Service
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