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Fuller, Smith & Turner PLC (FSTA)
Fuller, Smith & Turner PLC: Results of Consent Solicitation
08-Jun-2021 / 18:24 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 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.
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ISIN: GB00B1YPC344
Category Code: ROM
TIDM: FSTA
LEI Code: 213800C7ACOFMRCQQW76
OAM Categories: 2.1. Home Member State
Sequence No.: 110085
EQS News ID: 1205752
End of Announcement EQS News Service
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