Terms of the proposed return of capital to ordinary shareholders and posting of circular (870057)

 
 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 GBP69m 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 
   www.fullers.co.uk/corporate/investors [1]. 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: [phone] (or [phone] 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 
 
 
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=a72264e170293f033281a8f0461f2b0b&application_id=870057&site_id=vwd&application_name=news 
 

(END) Dow Jones Newswires

September 06, 2019 10:35 ET (14:35 GMT)