============
Fuller, Smith & Turner PLC (FSTA)
Fuller, Smith & Turner PLC: Consent Solicitation Fee
03-Jun-2021 / 07:00 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 FEE FOR CONSENT SOLICITATION
3 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 has been 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 and the Solicitation Memoranda dated 14 May
2021 (the Solicitation Memoranda).
Capitalised terms used in this announcement (the Announcement) and not
defined herein shall have the meanings ascribed to them in the
Solicitation Memoranda.
Amendment of terms of Consent Solicitation - consent fee
The Company has decided to amend the terms of the Consent Solicitation by
agreeing to offer a fee to all Eligible Stockholders in the amount of
0.15% of the principal amount of the Stock, if the Extraordinary
Resolution is passed (the Consent Fee).
The Consent Fee will be paid by the Company to the Trustee in respect of
the relevant Stock (for the account of each Eligible Stockholder) on the
date that the First Supplemental Trust Deed in respect of each of the 2023
Stock and 2028 Stock is duly executed.
Voting on the Proposals and timetable
Save as amended by the offer of the Consent Fee, the terms of the
Proposals and the expected timetable remain as set out in the Solicitation
Memoranda.
General
The Company may, at its option and in its sole discretion, amend,
terminate or waive any of the terms and conditions relating to the Consent
Solicitation at any time (subject in each case to applicable law and the
Stockholder Meeting Provisions and as provided in the Solicitation
Memoranda, and provided that no amendment may be made to the Extraordinary
Resolutions, the Expiration Time or the time of the Meetings).
Stockholders are advised to read carefully the Solicitation Memoranda for
full details of and information on the procedures for participating in the
Consent Solicitation.
A complete description of the terms and conditions of the Consent
Solicitation is set out in the relevant Solicitation Memoranda.
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, and participation in the Consent Solicitation by a
Stockholder in any circumstances in which such participation is unlawful
will not be accepted.
Each Stockholder participating in the Consent Solicitation will be
required to represent that it is an Eligible Stockholder as set out in
"Procedures in connection with the Consent Solicitation" in the
Solicitation Memoranda. Each of the Company, the Registrar and the Trustee
reserves the right, in its absolute discretion, to investigate, in
relation to any submission of voting instructions, whether any such
representation given by a Stockholder is correct and, if such
investigation is undertaken and as a result the Company or the Registrar
determines (for any reason) that such representation is not correct, such
voting instruction may be rejected.
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. Any individual
or company whose Stock are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to participate in the Consent Solicitation or otherwise vote in
respect of the Proposals. None of the Company, the Registrar and the
Trustee or any of their respective affiliates, directors, employees,
officers, agents, consultants or representatives makes any representation
or recommendation as to whether or not or how Stockholders should
participate in the Consent Solicitation or vote in respect of the
Proposals.
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: MSCH
TIDM: FSTA
LEI Code: 213800C7ACOFMRCQQW76
OAM Categories: 2.2. Inside information
Sequence No.: 108987
EQS News ID: 1203882
End of Announcement EQS News Service
══════════════════════════════════════════════════════════════════════════
1 fncls.ssp?fn=show_t_gif&application_id=1203882&application_name=news&site_id=reuters8
References
Visible links
============