DJ Fuller, Smith & Turner PLC: Announcement of Consent Solicitation
Fuller, Smith & Turner PLC (FSTA)
Fuller, Smith & Turner PLC: Announcement of Consent Solicitation
14-May-2021 / 14:23 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 CONSENT SOLICITATION
14 May 2021
Overview
Fuller, Smith & Turner PLC (the Company) today announces a consent solicitation (the Consent Solicitation) in respect
of the GBP6,000,000 10.70 per cent. First Mortgage Debenture Stock due 2023 (the 2023 Stock) and the GBP20,000,000 6.875
per cent. Debenture Stock due 2028 (the 2028 Stock, and together with the 2023 Stock, the Stock).
The Consent Solicitation is being 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 below.
Capitalised terms used in this announcement (the Announcement) and not defined herein shall have the meanings ascribed
to them in the Solicitation Memoranda dated 14 May 2021 (the Solicitation Memoranda).
Rationale and Background to the Proposals
The Company has agreed a deficit reduction for the Company's historic defined benefit pension scheme with the Company's
pension scheme trustee. To support this, the Company is required to grant security over certain real estate assets in
favour of the Company's pension scheme trustee.
The Company is also seeking the flexibility to be able to grant a subordinate floating charge over the assets of the
Company to support any potential future refinancing requirements. Any such floating charge would rank behind the
security granted by the Company in favour of the Stock.
Under the provisions of the Trust Deeds, granting the aforementioned security would be a breach of the Company's
covenants not to create, extend or allow to subsist any mortgage, charge or other security interest on the whole or any
part of its undertaking, property or assets. In light of this, the Company believes it appropriate and necessary to
amend the Trust Deeds by the passing of the Extraordinary Resolutions as set out in the Memoranda.
Proposals
For the reasons set out above, the Company is seeking the consent of Stockholders to implement the Proposals, the terms
of which are set out in the Solicitation Memoranda. The Proposals require the approval of the Stockholders. The
Proposals will be implemented by entry into of the First Supplemental Trust Deeds.
Voting on the Proposals
The Extraordinary Resolutions to approve the Proposals will be considered and, if thought fit, passed at a Meeting of
the relevant Stockholders which shall take place by audio or video conference call at 9:00am / 9:10am (London time) on
8 June 2021 in respect of the relevant Stock. Stockholders are directed to the Notices of Meeting and the Solicitation
Memoranda (information relating to which has been sent today to all Stockholders), which contains the full terms of the
Proposals and details of the Meetings.
Stockholders are directed to the relevant Solicitation Memorandum (information relating to which has been sent to all
Stockholders), which contains the full terms of the Proposals.
Implementation
The implementation of the Proposals and the Extraordinary Resolutions will be conditional on the passing of the
Extraordinary Resolutions and the execution of the First Supplemental Trust Deeds. The First Supplemental Trust Deeds
will take effect from the date that such First Supplemental Trust Deeds are entered into or, if later, the date on
which it becomes effective in accordance with its terms, and will (i) document the waivers requested and (ii) effect
the amendments to the Company/Borrower Facility Agreement, which will together reflect the Proposals. Further detail on
the Proposals is set out in the Solicitation Memoranda.
Only Eligible Stockholders may deliver voting instructions.
Expected Timetable Event Date
Announcement of the Consent Solicitation and the Proposals via the RNS. Issue of Notice of 14 May 2021
Meeting by post.
The Solicitation Memoranda and draft of the form of the First Supplemental Trust Deeds to be 14 May 2021
made available (copies of which are obtainable by Stockholders upon request, free of charge).
Expiration Time: Latest time and date for (i) receipt by the Registrar of a Stockholder's voting
instructions (such voting instructions are irrevocable from this date), (ii) obtaining a voting
certificate from the Registrar and for the issuance or withdrawal of a voting instruction and 9:00am / 9:10am on 4
(iii) obtaining and submitting an instrument appointing a proxy. June 2021
Time and date of the Meeting in respect of the relevant Stock. 9:00am / 9:10am on 8
June 2021
As soon as
Announcement of result of the Extraordinary Resolutions via the RNS. Notice of result of the reasonably
Extraordinary Resolutions to be given to Stockholders. practicable after
the Meeting.
As soon as
If the Extraordinary Resolution is passed by each of the 2023 Stock Stockholders and the 2028 reasonably
Stock Stockholders, execution of the First Supplemental Trust Deeds. practicable after
the Meeting.
Stockholders or Beneficial Owners are advised to check with the bank, securities broker or other intermediary through which they hold their Stock whether such intermediary applies different deadlines for the receipt of voting instructions or (in the limited circumstances in which withdrawal is permitted) to the withdrawal of voting instructions to vote in respect of the Proposals, and then to adhere to such deadlines if such deadlines are prior to the deadlines set out above.
All of the above deadlines for the submission and (where permitted) revocation of voting instructions are subject to earlier deadlines that may be set by any intermediary.
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
The Company
Fuller, Smith & Turner PLC
Pier House
86-93 Strand on the Green
London
W4 3NN company.secretariat@fullers.co.uk
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
(MORE TO FOLLOW) Dow Jones Newswires
May 14, 2021 09:23 ET (13:23 GMT)
