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

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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.

   ══════════════════════════════════════════════════════════════════════════

                                        

       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.

   ══════════════════════════════════════════════════════════════════════════

   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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