REG-Fuller, Smith & Turner PLC Terms of the proposed return of capital to ordinary shareholders and posting of circular

Fuller Smith & TurnerAnnouncement

06/09/2019 15:35

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

   Fuller, Smith & Turner PLC (FSTA)
   Terms of the proposed return of capital to ordinary shareholders and
   posting of circular

   06-Sep-2019 / 15:34 GMT/BST
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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

                                        

   6 September 2019

                         Fuller, Smith & Turner P.L.C.

      Terms of the proposed return of capital to ordinary shareholders and
                              posting of circular

   Further to its announcement of a return of approximately £69m to  ordinary
   shareholders (the "Return  of Capital"), dated  4 September 2019,  Fuller,
   Smith &  Turner P.L.C.  (the  "Company", LSE:  FSTA) today  announces  the
   posting of the explanatory circular to shareholders in connection with the
   Return of Capital (the "Circular").

   The Return of  Capital represents  a return of  125 pence  per A  ordinary
   share and C ordinary share  in the Company and  12.5 pence per B  ordinary
   share in the Company.

   Summary of Return of Capital

   The Return of Capital will be implemented by way of a D share scheme  (the
   "D Share Scheme")  requiring the  issue and allotment  of a  new class  of
   shares (the  "D  Shares")  by  the Company  to  ordinary  shareholders  in
   proportion to their  existing holding  of ordinary shares  in the  Company
   (taking into  account  the  different  economic  rights  of  the  ordinary
   shares). 

   Following the allotment  and issue of  the D Shares,  it is expected  that
   Numis Securities Limited  (or a subsidiary  thereof) ("Numis") (acting  as
   principal, and not as agent, nominee or trustee for the Company) will make
   an offer to purchase all of the  D Shares (except for those D Shares  held
   by the Company's Employee  Share Trust 1998) for  an amount of 12.5  pence
   per D Share, free of all  expenses and commissions (the "D Share  Purchase
   Offer").  It  is  generally  expected  that  United  Kingdom  tax-resident
   shareholders will receive capital treatment on  sale of their D Shares  to
   Numis.

   Following completion of  the Purchase  Offer, it  is expected  that the  D
   Shares will be converted to deferred shares (the "Deferred Shares"), which
   will be repurchased from  Numis by the  Company for nominal  consideration
   and subsequently cancelled, pursuant to  the terms of an option  agreement
   between the  Company  and Numis,  which  is  to be  approved  by  ordinary
   shareholders  at  the  General   Meeting  (defined  below)  (the   "Option
   Agreement").

   The record time  for entitlement  to the  D Shares  will be  6.00 p.m.  on
   Tuesday  1  October  2019.   Subject  to  the  receipt  of  the  requisite
   shareholder approvals at  the General  Meeting (as defined  below), the  D
   shares are  expected to  be  issued on  2 October  2019  and the  D  Share
   Purchase Offer is expected to be made on 3 October 2019, with the despatch
   of payments and  the crediting of  CREST accounts in  respect of  proceeds
   from the sale of  the D Shares  expected to occur on  11 October 2019.   A
   detailed timetable of principal events  and the full terms and  conditions
   of the D Share Scheme is set out in the Circular.

   Posting of Circular

   The D Share  Scheme is  subject to the  following approvals  at a  general
   meeting of  the Company  to  be held  at 14:00  on  Tuesday 1  October  at
   Freshfields Bruckhaus Deringer  LLP, Northcliffe House,  28 Tudor  Street,
   London, EC4Y 0DD (the "General Meeting"):

    1. approval by all ordinary and  preference shareholders of an  amendment
       to the articles of association of the Company to insert the rights and
       restrictions which will apply to the D Shares and Deferred Shares; and
    2. approval by ordinary shareholders only of:

         a. the issuance of 10 D Shares in respect of each A ordinary share
            and C ordinary share in the Company and one D Share in respect of
            each B ordinary share in the Company; and
         b. the terms of the Option Agreement.

   Accordingly, the  following  documentation  has been  published  and  will
   shortly be posted to shareholders:

     • the Circular, containing a notice of the General Meeting; and
     • the form  of  proxy for  use  at the  General  Meeting (the  "Form  of
       Proxy").

   Holders of both ordinary and preference shares in the Company will receive
   a separate form of proxy and/or indicative voting form in respect of their
   ordinary  shares  and  their  preference  shares,  which  should  each  be
   completed in accordance with the instructions in this Circular.

   The  Circular  will  also  be  available  at  the  Company's  website   at
    1 www.fullers.co.uk/corporate/investors. A copy of  the Circular will  be
   submitted to the National Storage Mechanism and will shortly be  available
   for inspection at the Registered Office of the Company.

   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.

   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: CIR
   TIDM:          FSTA
   Sequence No.:  19333
   EQS News ID:   870057


    
   End of Announcement EQS News Service

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

    2 fncls.ssp?fn=show_t_gif&application_id=870057&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=870057&site_id=reuters8&application_name=news


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