REG-Fuller, Smith & Turner PLC Fuller, Smith & Turner PLC: Announcement of Consent Solicitation

Fuller Smith & TurnerAnnouncement

14/05/2021 14:25

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   Fuller, Smith & Turner PLC (FSTA)
   Fuller, Smith & Turner PLC: Announcement of Consent Solicitation

   14-May-2021 / 14:23 GMT/BST
   Dissemination of a Regulatory Announcement that contains inside
   information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
   EQS Group.
   The issuer is solely responsible for the content of this announcement.

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       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        14 May 2021
   by post.
   The Solicitation Memoranda and  draft of the  form
   of the First Supplemental  Trust Deeds to be  made        14 May 2021
   available  (copies  of  which  are  obtainable  by
   Stockholders upon request, free of charge).
   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   9:00am / 9:10am on 4
   issuance or withdrawal of a voting instruction and         June 2021
   (iii)  obtaining  and  submitting  an   instrument
   appointing a proxy.
   Time and date  of the  Meeting in  respect of  the   9:00am / 9:10am on 8
   relevant Stock.                                            June 2021
   Announcement  of  result   of  the   Extraordinary   As soon as reasonably
   Resolutions via the RNS.  Notice of result of  the   practicable after the
   Extraordinary   Resolutions   to   be   given   to         Meeting.
   Stockholders.
   If the Extraordinary Resolution is passed by  each   As soon as reasonably
   of the 2023 Stock Stockholders and the 2028  Stock   practicable after the
   Stockholders, execution of the First  Supplemental         Meeting.
   Trust Deeds.

   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
    1 company.secretariat@fullers.co.uk

   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.

    

    

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   ISIN:           GB00B1YPC344
   Category Code:  MSCM
   TIDM:           FSTA
   LEI Code:       213800C7ACOFMRCQQW76
   OAM Categories: 2.2. Inside information
   Sequence No.:   105290
   EQS News ID:    1196879


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:company.secretariat@fullers.co.uk


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