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    FSTA   GB00B1YPC344

FULLER, SMITH & TURNER P.L.C.

(FSTA)
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Fuller, Smith & Turner PLC: Announcement of Consent Solicitation

05/14/2021 | 09:24am EDT
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)

Stocks mentioned in the article
ChangeLast1st jan.
COMPUTERSHARE LIMITED -1.17% 16.08 End-of-day quote.10.21%
DJ INDUSTRIAL 0.68% 35061.55 Delayed Quote.13.69%
FULLER, SMITH & TURNER P.L.C. -3.13% 804 Delayed Quote.18.57%
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Financials
Sales 2021 70,4 M 96,7 M 96,7 M
Net income 2021 -49,4 M -67,9 M -67,9 M
Net Debt 2021 287 M 395 M 395 M
P/E ratio 2021 -9,30x
Yield 2021 -
Capitalization 491 M 676 M 675 M
EV / Sales 2021 11,1x
EV / Sales 2022 2,56x
Nbr of Employees 5 082
Free-Float 23,2%
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Mean consensus OUTPERFORM
Number of Analysts 6
Last Close Price 8,04 GBX
Average target price 951,67 GBX
Spread / Average Target 11 737%
EPS Revisions
Managers and Directors
Simon Emeny Chief Executive Director & Executive Director
Anthony G. Fuller President
Adam Thomas Councell Director & Finance Director
Michael John Turner Non-Executive Chairman
Juliette Natasha Stacey Senior Independent Non-Executive Director
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