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 www.fullers.co.uk/corporate/investors [1].
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
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=a72264e170293f033281a8f0461f2b0b&application_id=884963&site_id=vwd&application_name=news
(END) Dow Jones Newswires
October 03, 2019 05:07 ET (09:07 GMT)
