TIDMFSTA
RNS Number : 1735U
Fuller,Smith&Turner PLC
31 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
31 March 2021
Fuller, Smith & Turner P.L.C.
("Fuller, Smith & Turner", "Fuller's", the "Company" or the
"Group")
Results of Placing
Fuller, Smith & Turner P.L.C. (LSE: FSTA.L), a premium pubs
and hotels business , announces the successful completion of its
non-pre-emptive placing (the "Placing") of new 'A' Ordinary Shares
of 40 pence each in the capital of the Company (the "Placing
Shares") following this morning's announcement .
A total of 6,455,447 Placing Shares have been placed by Numis
Securities Limited ("Numis") ("Bookrunner") , as agent for and on
behalf of the Company, at a price of 830 pence per Placing Share
(the "Placing Price").
The Placing of 6,455,447 Placing Shares, representing
approximately 20 per cent. of the Company's existing issued 'A'
Ordinary Share capital, equates to gross proceeds of approximately
GBP 53.6 million. The Placing Price represents a discount of
approximately 4.60 per cent. to the Company's mid-market 'A'
Ordinary Share price of 870 pence on 30 March 2021.
In conjunction with the Placing, Directors of the Company have
committed to subscribe for an aggregate of 13,853 new 'A' Ordinary
Shares at a price of 830 pence per 'A' Ordinary Share and have
applied to acquire 132,528 'B' Ordinary Shares in the capital of
the Company (the "Director Subscriptions") pursuant to subscription
and transfer letters entered into by such Directors.
The Placing is conditional on certain shareholder approvals (the
"Resolutions") at General Meetings to be convened on 20 April 2021.
The Company has received irrevocable undertakings to vote in favour
of the Resolutions from Directors and certain other Ordinary
Shareholders. Further details on the Resolutions and the General
Meetings can be found in a Circular which is expected to be posted
to shareholders tomorrow.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing 'A' Ordinary Shares in the capital of the Company,
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List; and (ii) to London Stock
Exchange plc for admission of the Placing Shares to trading on its
main market for listed securities (together, "Admission").
Subject to the approval by shareholders of the Resolutions at
the General Meetings, settlement for the Placing Shares and
Admission are expected to take place on or before 8.00 a.m. on 21
April 2021. The Placing is conditional upon, amongst other things,
Admission becoming effective. The Placing is also conditional upon
the Placing Agreement not being terminated in accordance with its
terms.
Following Admission, the total number of listed voting rights in
Fuller's will be 38,815,988 . This number should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in Fuller's, under the FCA's Disclosure
and Transparency Rules.
Director and PDMR participation
The following directors of the Company and other persons
discharging managerial responsibilities ("PDMRs") and/or persons
closely associated ("PCAs") with them have committed to subscribe
for the following number of Placing Shares at the Placing Price and
have applied to acquire the following number of 'B' Ordinary
Shares:
Name 'A' Shares to be 'B' Shares to be
Subscribed Transferred
Michael Turner - 48,192
Simon Emeny 6,024 -
Fred Turner - 36,144
James Fuller - 48,192
Richard Fuller 1,807 -
Juliette Stacey 1,204 -
Helen Jones 1,204 -
Robin Rowland 3,614 -
This announcement includes inside information. The person
responsible for releasing this announcement is Rachel Spencer,
Company Secretary.
For further information, please contact:
Fuller, Smith & Turner P.L.C.:
Simon Emeny, Chief Executive Officer +44 (0) 20 8996
2000
Adam Councell, Finance Director +44 (0) 20 8996 2000
Georgina Wald, Corporate Comms Manager +44 (0) 20 8996
2198
Numis (Sole Bookrunner and Corporate +44 (0)20 7260
Broker): 1000
Stuart Dickson
Jamie Loughborough
Oliver Steele
+44 (0)20 7457
Instinctif Partners 2010
Justine Warren
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
The distribution of this Announcement and the offering and/or
issue of the Placing Shares and, in the case of the Director
Subscriptions, the offering of the Director Subscriptions in
certain jurisdictions may be restricted by law. No action has been
taken by the Company or Numis Securities Limited (the "Bank") or
any of their respective Affiliates or any person acting on their
behalf that would permit an offer of the Placing Shares or the
Director Subscriptions or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares or such Director Subscriptions in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Bank to inform themselves about, and to observe,
such restrictions.
This Announcement and the terms and conditions set out herein
are for information purposes only and are directed at and may only
be communicated to (a) in member states of the European Economic
Area ("EEA"), persons who are "qualified investors" within the
meaning of Article 2(e) of Prospectus Regulation (Regulation (EU)
2017/1129) ("Qualified Investors"); and (b) in the United Kingdom,
qualified investors within the meaning of Article 2(e) of the UK
version of the Prospectus Regulation (EU) 2017/1129 which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented (the "UK Prospectus Regulation") who are
(i) persons who have professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
(ii) high net worth bodies corporate, unincorporated associations
and partnerships and trustees of high value trusts as described in
Article 49(2) of the Order; or (c) persons to whom it may otherwise
lawfully be communicated (all such persons referred to in (a), (b)
and (c) above together being referred to as "Relevant
Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with, in
member states of the EEA, Qualified Investors, and in the United
Kingdom, Relevant Persons. Persons distributing this Announcement
must satisfy themselves that is lawful to do so. This Announcement
is for information purposes only and shall not constitute an offer
to sell or issue or the solicitation of an offer to buy, subscribe
for or otherwise acquire securities in any jurisdiction in which
any such offer or solicitation would be unlawful. Any failure to
comply with this restriction may constitute a violation of the
securities laws of such jurisdictions.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, New Zealand or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares or the Director Subscriptions is
being made in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold directly or indirectly in or into the United States
absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any state or any other jurisdiction of
the United States. The Placing Shares are being offered and sold by
the Company outside the United States in offshore transactions as
defined in, and pursuant to, Regulation S under the Securities Act
("Regulation S"). Any subscriber and the prospective beneficial
owner of the Placing Shares must, and at the time the Placing
Shares are subscribed for is required to be outside the United
States and subscribing for the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S.
No public offering of securities is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the applicable body in New Zealand in
relation to the Placing Shares or the Director Subscriptions and
the Placing Shares and the Director Subscriptions have not been,
nor will they be, registered under or offering in compliance with
the securities laws of any state, province or territory of
Australia, Canada, New Zealand or Japan. Accordingly, neither the
Placing Shares nor the Director Subscriptions (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, New Zealand, or Japan or any other jurisdiction in which
such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a Placee) by making an oral or written and legally binding
offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix 1 to this Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this
Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, you are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not occur.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company, its
Directors, the Bank and their respective Affiliates and any person
acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the Listing Rules, UK MAR, the DTRs, the rules
of the London Stock Exchange or the FCA.
Numis Securities Limited is authorised and regulated in the
United Kingdom by the FCA. The Bank is acting exclusively for the
Company and no one else in connection with the Placing, the content
of this Announcement and other matters described in this
Announcement. The Bank will not regard any other person as its
client in relation to the Placing, the content of this Announcement
and other matters described in this Announcement and will not be
responsible to anyone (including any placees) other than the
Company for providing the protections afforded to its clients or
for providing advice to any other person in relation to the
Placing, the content of this Announcement or any other matters
referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bank or by any of its Affiliates or any person acting on its or
their behalf as to, or in relation to, the accuracy or completeness
of this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. The price of shares and any income expected from them may
go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
In connection with the Placing, the Bank and any of its
Affiliates or any person acting on its or their behalf, may take up
a portion of the shares of the Company in the Placing as a
principal position and in that capacity may retain, purchase or
sell for its own account such shares and other securities of the
Company or related investments and may offer or sell such shares,
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as
including any issue, offering or placement of such shares in the
Company to the Bank or any of its respective Affiliates or any
person acting on its or their behalf acting in such capacity. In
addition, either the Bank and its respective Affiliates or any
person acting on its or their behalf may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which either the Bank
or any of its respective Affiliates or any person acting on its or
their behalf may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither
the Bank nor any of its Affiliates nor any person acting on its or
their behalf intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The Placing Shares or 'A' Ordinary Shares to be issued or sold
pursuant to the Placing and the Director Subscriptions respectively
will not be admitted to trading on any stock exchange other than
the London Stock Exchange. Any 'B' Ordinary Shares to be sold by
the Company pursuant to the Director Subscriptions or 'B' Share
Offer will not be admitted to trading on any regulated market or
exchange-traded market of any stock exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended, or that directive as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as applicable ("MiFID II"); (B) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II or that directive as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as applicable; and (c) local implementing measures (together, the
"MiFID II Product Governance Requirements"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise,
which any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Bank will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROIWPUMAWUPGGWG
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