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.