Fuller, Smith & Turner PLC: Consent Solicitation Fee
Fuller, Smith & Turner PLC (FSTA)
03-Jun-2021 / 07:00 GMT / BST
Dissemination of a regulatory announcement containing inside information in accordance with REGULATION (EU) No. 596/2014 (MAR), transmitted by the EQS group.
The issuer is solely responsible for the content of this advertisement.
THIS AD CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 BECAUSE IT IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM UNDER THE EUROPEAN UNION (WITHDRAWAL) ACT OF 2018 (“EUWA”).
NOT FOR DISTRIBUTION, PUBLICATION OR DISTRIBUTION IN OR IN, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS ILLEGAL TO DISTRIBUTE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. NOTHING IN THIS NOTICE CONSTITUTES OR CONSTITUTES AN OFFER, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER FOR SALE OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
FULLER, SMITH & TURNER PLC ANNOUNCES FEES FOR CONSENT SOLICITATION
June 3, 2021
Fuller, Smith & Turner PLC (the Company) announced on May 14, 2021 a solicitation of consent (on Consent solicitation) for the £ 6,000,000 10.70 per cent. First-mortgage bond shares maturing in 2023 (on Actions 2023) and £ 20,000,000 of 6.875%. Debenture shares maturing in 2028 (on Actions 2028, and with Stock 2023, the Store).
The Solicitation of Consents was launched in order to obtain the approval of the holders of the Share (the Shareholders) (by special resolutions) waivers and an amendment to the trust deeds to which the Company is a party, as further described in the Company’s announcement dated May 14, 2021 and the solicitation memoranda dated May 14, 2021 (the Solicitation memoranda).
Capitalized terms used in this advertisement (the Ad) and not defined herein will have the meaning assigned to them in the solicitation memoranda.
Modification of the conditions of the consent request – consent fees
The Company has decided to modify the terms of the Solicitation of Consents by agreeing to offer a commission to all Eligible Shareholders in the amount of 0.15% of the principal amount of the Shares, if the Extraordinary Resolution is adopted (the Consent fee).
The Consent Fee will be paid by the Company to the Trustee in respect of the relevant Share (on behalf of each Eligible Shareholder) on the date on which the First Additional Trust Deed in respect of each of the 2023 Shares and 2028 is duly executed. .
Vote on proposals and timetable
With the exception of changes made by the Consent Fee Offer, the terms of the proposals and the expected timeline remain as set out in the Solicitation Notes.
The Company may, at its option and in its sole discretion, modify, terminate or waive any of the terms and conditions relating to the solicitation of consent at any time (subject in each case to applicable law and the provisions of the meeting of shareholders and as provided in the solicitation memorandum, and provided that no modification can be made to the extraordinary resolutions, the expiration time or the time of the meetings).
Shareholders are advised to read the Solicitation Memoranda carefully for all the details and information on the procedures for participating in the Solicitation of Consents.
A full description of the terms and conditions of the consent solicitation is set out in the relevant solicitation memoranda.
For more information:
Further details about the consent solicitation, the content of this announcement and copies of the solicitation memoranda can be obtained from:
Computershare SA Investor Services
Bristol BS99 6ZZ
+44 (0370) 889 4096
This announcement does not constitute an invitation to participate in the solicitation of consent in any jurisdiction in which, or to any person to whom, it is illegal to make such invitation or for there to be such participation under the laws of Canada. applicable securities. Distribution of this ad in certain jurisdictions may be restricted by law.
Persons in possession of this announcement are required by the Company, the Group, the Registrar and the Trustee to inform themselves of and comply with these restrictions.
This announcement is not an offer of securities for sale in the United States or to, or for the account or benefit of any person of the United States. Securities may not be offered or sold in the United States without registration or an exemption from registration. The Shares 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 in, or on behalf of, or for the benefit of, US persons, unless an exemption from the registration requirements of the Securities Act is available.
Nothing in this press release constitutes or contemplates an offer, an offer to buy or the solicitation of an offer to sell securities in any jurisdiction, and participation in the solicitation of consent by a shareholder in any circumstances where such participation is illegal will not be accepted.
Each Shareholder participating in the Consent Solicitation will be required to declare that they are an Eligible Shareholder as indicated in “Procedures related to the Solicitation of Consentsin the Solicitation Memoranda. Each of the Company, the Registrar and the Trustee reserves the right, in its sole discretion, to investigate, with respect to any submission of voting instructions, whether any such statement given by a shareholder is correct and, if such an investigation is undertaken and, therefore, the Company or the Registrar determines (for whatever reason) that such representation is not correct, such voting instruction may be disallowed.
This announcement should be read in conjunction with the solicitation memoranda. Solicitation memoranda contain important information that should be read carefully before making any decisions regarding the solicitation of consents and proposals. If a Shareholder is in any doubt as to what action to take, it is recommended that they seek their own financial, legal and investment advice, including on tax consequences, from their stockbroker, director of bank, lawyer, accountant, independent financial advisor licensed under the Financial Services and Markets Act 2000 (the “FSMA“) (if located in the United Kingdom) or other duly authorized independent professional adviser. Any person or company whose shares are held in its name by a broker, bank, custodian, trust company or other proxy must contact this entity if they wish to participate in the consent solicitation or otherwise vote on the proposals. No member of the Company, the Registrar and Trustee or their respective affiliates, directors, employees, officers, agents, consultants or representatives make any representation or recommendation as to whether or not or how the shareholders should participate in the soliciting consent or voting in accordance with the Proposals.
Neither the Trustee nor the Registrar accepts any responsibility for the content of this announcement. For the purposes of Market Abuse Regulation (EU) 596/2014, as it is part of national law under EUWA and Article 2 of Commission Implementing Regulation (EU) 2016/1055 ( as amended by FCA in accordance with Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019), this announcement is made by Adam Councell, Director of Fuller, Smith & Turner PLC.