REG-Fuller, Smith & Turner PLC Fuller, Smith & Turner PLC: Completion of D share Purchase Offer

Fuller Smith & TurnerAnnouncement

03/10/2019 11:30

============

   Fuller, Smith & Turner PLC (FSTA)
   Fuller, Smith & Turner PLC: Completion of D share Purchase Offer

   03-Oct-2019 / 10:07 GMT/BST
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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

   3 October 2019

                  Fuller, Smith and Turner P.L.C. ("Fuller's")

                      Completion of D Share Purchase Offer

   Further to the publication on 6 September 2019 of the explanatory circular
   regarding the  D  Share  Scheme (the  "Circular"),  and  the  announcement
   earlier today, 3  October 2019,  that Numis  Securities Limited  ("Numis")
   (acting as principal, and not as  agent, nominee or trustee for  Fuller's)
   had made  the D  Share  Purchase Offer,  Fuller's  announces that  it  has
   accepted the D Share Purchase Offer on  behalf of all holders of D  Shares
   to whom  the Purchase  Offer  was made  and that  the  D Shares  of  those
   shareholders have been purchased by Numis for an amount of 12.5 pence  per
   D Share, free  of all  expenses and  commissions, in  accordance with  the
   Circular and the terms of the Purchase Offer Deed.

   It is  expected  that, in  accordance  with  the terms  of  the  Circular,
   Fuller's will pay a  D Share Dividend  to all holders of  the D Shares  on
   Monday  7  October  2019.   In   accordance  with  Fuller's  Articles   of
   Association, following the payment  of the D Share  Dividend all of the  D
   Shares will be automatically reclassified as Deferred Shares.

   The Deferred  Shares  will  not  be listed  and  carry  extremely  limited
   rights.  It is expected  that all of the  Deferred Shares in issue  (being
   552,318,406 Deferred Shares) will be repurchased by Fuller's from Numis on
   8 October 2019, in  accordance with the terms  of the Option Agreement  as
   described in the Circular.  Upon their repurchase by Fuller's, all of  the
   Deferred Shares will be cancelled by Fuller's.

   Payments are expected to be despatched  via cheque or BACS transfer by  11
   October 2019  in  respect  of proceeds  from  the  sale of  the  D  Shares
   purchased by Numis.

   Unless otherwise defined, capitalised terms used in this announcement have
   the same meaning as those defined in the Circular, which can be viewed  on
   Fuller's website at  1 www.fullers.co.uk/corporate/investors.

   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. Neither Numis, nor  any of its  affiliates, owes or  accepts
   any duty,  liability  or  responsibility  whatsoever  (whether  direct  or
   indirect, whether in contract,  tort, under statute  or otherwise) to  any
   person who is not a client of Numis in connection with this  announcement,
   any statement contained herein or otherwise.

   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:  FUR - the announcement of the D Share Scheme on 4
                   September
   TIDM:           FSTA
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   22257
   EQS News ID:    884963


    
   End of Announcement EQS News Service

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

    2 fncls.ssp?fn=show_t_gif&application_id=884963&application_name=news&site_id=reuters8

References

   Visible links
   1. https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=a72264e170293f033281a8f0461f2b0b&application_id=884963&site_id=reuters8&application_name=news


============