REG-Fuller, Smith & Turner PLC Fuller, Smith & Turner PLC: Consent Solicitation Fee

Fuller Smith & TurnerAnnouncement

03/06/2021 07:00

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

   03-Jun-2021 / 07:00 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 FEE FOR CONSENT SOLICITATION

                                        

   3 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 has been 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 and the Solicitation Memoranda dated 14  May
   2021 (the Solicitation Memoranda).

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

   Amendment of terms of Consent Solicitation - consent fee

   The Company has decided to amend the terms of the Consent Solicitation  by
   agreeing to offer  a fee  to all Eligible  Stockholders in  the amount  of
   0.15%  of  the  principal  amount  of  the  Stock,  if  the  Extraordinary
   Resolution is passed (the Consent Fee).

   The Consent Fee will be paid by  the Company to the Trustee in respect  of
   the relevant Stock (for the account  of each Eligible Stockholder) on  the
   date that the First Supplemental Trust Deed in respect of each of the 2023
   Stock and 2028 Stock is duly executed.

   Voting on the Proposals and timetable

   Save as  amended  by the  offer  of the  Consent  Fee, the  terms  of  the
   Proposals and the expected timetable remain as set out in the Solicitation
   Memoranda.

   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

   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:  MSCH
   TIDM:           FSTA
   LEI Code:       213800C7ACOFMRCQQW76
   OAM Categories: 2.2. Inside information
   Sequence No.:   108987
   EQS News ID:    1203882


    
   End of Announcement EQS News Service

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