Source - LSE Regulatory
RNS Number : 0399U
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY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 END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

For immediate release

 

31 March 2021

 

 

Fuller, Smith & Turner P.L.C.

 

("Fuller, Smith & Turner", "Fuller's", the "Company" or the "Group")

 

Financing Update and Covid-19 Trading Update

 

Fuller, Smith & Turner P.L.C. (LSE: FSTA.L), a premium pubs and hotels business, today provides an update on trading and a financing update, including announcing amended and extended banking facilities and a proposed non-pre-emptive placing of up to 6,455,447 new 'A' Ordinary Shares of 40 pence each in the capital of the Company, to be conducted by way of an accelerated bookbuild, representing up to approximately 20 per cent. of the Company's existing issued 'A' Ordinary Share capital (the "Placing") at a price of 830 pence per Placing Share (the "Placing Price"). The Company is also providing 'B' Ordinary Shareholders with the opportunity to offer to purchase 'B' Ordinary Shares and has received irrevocable undertakings from Directors who have also committed to contribute £225,000 in total to subscribe for 'A' Ordinary Shares and apply to acquire 'B' Ordinary Shares in conjunction with the Placing.

 

Background

 

·      The Group started 2020 in an excellent position pre-Covid with a strong balance sheet, significant liquidity headroom and trading in line with expectations

·     On average its pubs will have been open on only 27% of the 388 days between 20 March 2020 and 12 April 2021

·      Revenues in the Group's Managed Pubs and Hotels will be impacted accordingly and are expected to be c.80% less than the previous 12 months ended 28 March 2020

·   Despite this, management has made excellent use of the enforced closure periods by continuing to innovate and invest in its premium pubs and hotels portfolio, ensuring the estate is in peak condition for reopening. In addition, it has continued to provide financial support to its Tenants to enable them to rebuild trade strongly, protect its incredible pub, hotel and office team members and progress other projects essential to the future of the business

·    Consumer confidence built quickly when the Group was permitted to reopen last summer and sales momentum returned rapidly with 79% of its pubs open by the end August which were trading at 78% of prior year levels, despite some restrictions remaining in place

·     Trading from staycations in its rural hotels and pubs with rooms was also particularly strong, with very high occupancy levels across its rural estate, demonstrating the benefits of Fuller's balanced portfolio

·     The Group is seeking to ensure the business reopens strongly and in the best possible position to support execution of its growth and recovery strategy

 

 

 

 

Revised Banking Facilities

 

·      The prolonged periods of lockdown and trading restrictions have inevitably impacted the Group's liquidity position

·      Net debt (excluding the impact of leases under IFRS16) is currently £216 million (February 2020: £152 million)

·    The Company is pleased to announce it has agreed an Amend and Extend Refinancing of its Existing Debt Facilities with its relationship banks, conditional on completion of the Placing, extending the maturity to 19 February 2023 and amending the financial covenants to a minimum liquidity level to 31 March 2022

 

Reasons for the Placing

 

·  Separately announced today is a proposed Placing of up to 6,455,447 new 'A' Ordinary Shares representing up to approximately 20 per cent. of the Group's existing issued 'A' Ordinary Share capital, at a price of 830 pence per Placing Share, to be conducted via an accelerated bookbuild and conditional upon certain shareholder approvals at the Extraordinary General Meetings

·     The Group's long-term strategy remains unchanged despite the short-term challenges presented by the pandemic

·    The Board wishes to ensure Fuller's is as well positioned as possible to reopen strongly once trading restrictions are lifted, capitalise on available opportunities and deliver long-term returns to shareholders

·      The net proceeds from the Placing, together with the revised banking facilities, will:

strengthen the Group's balance sheet so it has the flexibility to take full advantage of the reopening of the UK economy and enable the Company to explore growth opportunities in line with its long-term strategy;

provide additional liquidity, headroom, and resilience if the stepped easing of restrictions under the Government Roadmap is delayed for any reason or Covid-related Government restrictions are re-introduced; and

enable the Group to return to pre-pandemic debt and pro forma leverage levels by early 2022, assuming restrictions continue to ease in line with the Government Roadmap

 

'B' Share Offer

 

·     The Company is also providing 'B' Ordinary Shareholders with the opportunity to offer to purchase 'B' Ordinary Shares held in treasury pro-rata to their holding of 'B' Ordinary Shares as at 30 March 2021

·      The 'B' Share Offer is in addition to the funds raised in the Placing, is not underwritten, and will be for up to 4,367,472 'B' Ordinary Shares

 

Current Trading and Outlook

 

·      In the second half of FY21, the business will have been fully closed for four months (and largely closed for the important Christmas and New Year trading periods), with some sites closed for longer

·      Monthly cash burn has averaged approximately between £4 million and £5 million during periods of full lockdown

·      Management has used the enforced closure periods wisely and constructively, taking actions throughout to position the business well for continued future success

·      The Group plans to take a phased approach to reopening with 82 sites opening initially and the remainder of its Managed Pubs and Hotels largely trading by 17 May, while approximately 70% of the Group's Tenanted Inns are expected to open on 12 April

·      Assuming the Government timetable for the easing of restrictions is achieved, the Group can return to normalised trading conditions on a sustained basis and become cashflow positive (including Group overheads) again from mid-May 2021 onwards

·      Fuller's is well placed to reopen strongly as trading restrictions are eased and to benefit from the expected significant pent-up customer demand as the UK economy reopens

·      The Board remains confident in its proven, long-term strategy and believes it is well positioned to capitalise on available opportunities to create shareholder value

 

Board Recommendation

 

·      The Board has concluded the Placing is in the best interests of shareholders and will promote the long-term success of Fuller's

·      Accordingly, the Board intends to unanimously recommend that Ordinary Shareholders vote in favour of the Resolutions at the General Meetings required to implement the Placing, the 'B' Share Offer and the Director Subscriptions, as they have undertaken to do in respect of their own shareholdings

 

Simon Emeny, Chief Executive of Fuller, Smith & Turner P.L.C, commented:

 

"The last year has been hugely demanding both for our business and the wider hospitality sector but we have risen to the challenges presented by the pandemic to emerge stronger, which is the Fuller's way.  We have used the time wisely, rightsizing our teams, building our digital capabilities by continuing to innovate, as well as investing in our properties, and we are confident that we are in the best possible position to reopen.

"It was clear the demand for our premium pubs and hotels was as strong as ever when we were allowed to trade last year, which gives us confidence for the weeks and months ahead.   Over half of the UK adult population has now had its first vaccine and we have a great team of people in place who are match fit and ready to welcome our customers back into our wonderful pubs and hotels.  The additional financial flexibility we are seeking to put in place will enable us to further capitalise on the opportunities open to us as we execute our recovery plan and regain growth momentum."

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

 

 

 

 

Instinctif Partners

 

Justine Warren                                                                               +44 (0) 20 7457 2010

 

 

 

Expected Timetable of Principal Events

 

Launch of the Placing and Placing Announcement

31 March 2021

Publication of the Circular

1 April 2021

Posting of the Circular, the Notice of Extraordinary General Meetings and the relevant Form(s) of Proxy

1 April 2021

Last date for 'B' Ordinary Shareholders to express interest in participating in the 'B' Share Offer

16 April 2021

 

The following dates and times are provided by way of indicative guidance and are subject to change. If any of the following dates and/or times change, the new dates and/or times will be notified to Shareholders by an announcement through a RIS.

 

 

Latest time and date for electronic proxy appointments or receipt of Forms of Proxy

9.00 a.m. on 19 April 2021

Extraordinary General Meetings

9:00 a.m. on 20 April 2021

Results of Extraordinary General Meetings announcement

By 6.00 p.m. on 20 April 2021

Admission of Placing Shares

8.00 a.m.  on 21 April 2021

Completion of the transfer of 'B' Ordinary Shares pursuant to the 'B' Share Offer

On or by 26 April 2021

 

 

IMPORTANT NOTICES

 

This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States.

 

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.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

 

 

 

 

Proposed Placing of up to 6,455,447 'A' Ordinary Shares representing up to approximately 20% of 'A' Ordinary Share Capital, at a price of 830 pence per Placing Share  

and

Proposed Offer of up to 4,367,472 'B' Ordinary Shares to 'B' Ordinary Shareholders

1.         Introduction

Fuller's has today announced a proposed non-pre-emptive placing of up to 6,455,447 new 'A' Ordinary Shares of 40 pence each in the capital of the Company representing up to approximately 20 per cent. of the Company's existing issued 'A' Ordinary Share capital (the "Placing"), at a price of 830 pence per Placing Share (the "Placing Price").

 

The Board recognises and is appreciative of the continued support received from all Ordinary Shareholders at this unprecedented time for the Company and therefore, in addition to and separate from the Placing, the Company also proposes to give all 'B' Ordinary Shareholders the opportunity to apply for 'B' Ordinary Shares held in treasury as described below. The 'B' Share Offer will be for the transfer of up to 4,367,472 'B' Ordinary Shares at a reference price of 1/10th of the Placing Price.

The Company has also received irrevocable undertakings from Directors who have committed to contribute £225,000 in total to subscribe for 'A' Ordinary Shares and apply to acquire 'B' Ordinary Shares in conjunction with the Placing.

The Placing, the 'B' Share Offer and the Director Subscriptions are conditional, amongst other things, upon Ordinary Shareholders passing the Resolutions at the Extraordinary General Meetings. The Placing and the 'A' Ordinary Shares to be subscribed for by Directors pursuant to the Director Subscriptions are also conditional upon Admission and the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. The 'B' Share Offer is also conditional upon Completion of the Placing.

2.         Background and Reason for the Placing, THE B SHARE OFFER AND THE DIRECTOR SUBSCRIPTIONS

Fuller's is a premium pubs and hotels business synonymous with a high quality, well-invested, predominantly freehold estate of iconic properties, primarily located in the affluent South of England.  The Group focuses on delivering memorable customer experiences through outstanding service and hospitality and a clear product offering consisting of fresh, local food prepared on site by skilled chefs, supported by a portfolio of premium drinks brands and boutique hotel accommodation.

The Group started 2020 in an excellent position with a strong balance sheet, significant liquidity headroom and trading in line with expectations.  The sale of the Fuller's Beer Business to Asahi Europe in 2019 for an enterprise value of £250 million had supported a voluntary £24 million contribution to the Group's defined benefit pension scheme, a £69 million return of capital to Ordinary Shareholders and continued long-term investment in the business, including the acquisition of Cotswold Inns & Hotels.

The 12 months since March 2020 have been the most operationally challenging in the Company's 175 year history.  As a result of the Covid pandemic and the Government restrictions imposed in response to it, the Group's pubs and hotels will have been open for, on average, only 27% of the days between the first lockdown, which commenced on 20 March 2020, through to 12 April 2021, when the current third lockdown restrictions are expected to begin easing in line with the Government Roadmap announced on 22 February 2021. When the business has been able to operate during this period, trading has been subject to severe Covid-related restrictions (such as restrictions preventing customers from being served indoors).  As a result, revenues in the Group's Managed Pubs and Hotels have been significantly impacted and are expected to be approximately 80% below the previous 12 months ended 28 March 2020.

 

As previously announced in November 2020 at the Half Year Results for the 26 weeks to 26 September 2020, consumer confidence recovered quickly and there was clear customer demand for Fuller's premium pubs and hotels when the Group was permitted to reopen its sites from 4 July 2020.  Sales momentum returned rapidly following reopening and the Group performed well during this period with 79% of its pubs open at the end of August which were trading at 78% of the prior year levels, (despite some trading restrictions remaining in place). The Group experienced particularly strong trading from staycations in its rural hotels and pubs with rooms, with very high occupancy levels across its rural estate, demonstrating the benefits of Fuller's balanced portfolio.

Despite the short-term challenges presented by the pandemic, the Group's long-term strategy remains unchanged.  Throughout the various stages of the pandemic, the Board has taken strong and decisive actions with the intention of ensuring Fuller's is well positioned to reopen strongly once trading restrictions are lifted, capitalise on available opportunities and deliver long-term returns to shareholders.  Management has used the periods of enforced closure constructively to continue to innovate (particularly transforming the Group's digital capabilities); invest across the Group (including continuing capital expenditure essential to the long-term future of the business, such as the rollout of important finance, IT and digital systems); and ensure it has the right people in place ahead of reopening to welcome customers back into its pubs and hotels when permitted to do so. During this time, the Group has completed a number of transformational capital expenditure plans earmarked for FY2021 to ensure its premium portfolio of properties are in peak condition ahead of reopening.

From the outset, the Group maintained strong engagement with its tenant partners and took the decision early in the pandemic to provide full support throughout the various periods of enforced closure by suspending commercial rent from its Tenanted Inns. The Group expects 100% occupancy of its 176-strong tenanted pub estate from 17 May 2021 and is confident that, with the measures taken, its tenants will be able to open strongly and rebuild trade once restrictions are lifted.

As part of the Board's response to the pandemic, several pre-emptive actions were undertaken to preserve cash, enhance liquidity and reduce costs, including the following:

·       Fuller's is a business centred around its people and the Board prioritised protecting the incredible team members who work in its pubs, hotels and supporting office roles. The Group accessed the Government's Coronavirus Job Retention Scheme and furloughed approximately 98% of eligible employees, retaining only streamlined central functions to support the business during this period.  Directors and members of the Group's executive team also volunteered temporary pay cuts of 25% and 20% respectively.

·       The Board decided not to propose a final dividend be paid on the Ordinary Shares in respect of the 52 weeks ended on 28 March 2020 and not to pay an interim dividend in respect of the 26 weeks to 26 September 2020.

·       On 3 June 2020, the Company issued £100 million of commercial paper under the CCFF to give it additional liquidity and financial flexibility.  Amendments to the Group's Existing Debt Facilities were also agreed with the Company's relationship banks to replace the Group's leverage cover and interest cover covenants with a minimum liquidity covenant until 31 December 2020. The Group has also utilised the business rates holiday for hospitality businesses and the Eat Out To Help Out scheme that operated in August 2020. It has also benefitted from the temporary reduction in VAT for hospitality sales.

·       The Company has also executed c.£19 million of non core property disposals over the last 14 months. These were largely unlicensed properties and not central to the Managed Pubs and Hotels business.

·       Where possible, supply arrangements to the closed pubs in the estate were renegotiated and proactive discussions undertaken with landlords.

These prompt actions enabled the business to be cashflow positive (including Group overheads) when the estate was substantially open between August and early November 2020.  However, as increasingly severe restrictions (such as restrictions on social distancing and on social gatherings of more than six persons) were introduced from September through to December 2020 and then into 2021, trading was once again adversely impacted such that the entire estate has largely been closed since mid December 2020.  The associated partial and full closures of the estate have impacted the business for significantly longer than anticipated. In the second half of the current financial year, the business will have been fully closed for four months and was largely closed for the important Christmas and New Year trading periods, with some sites closed for even longer periods.  With limited revenue coming into the business, the Group's cash burn has averaged between £4 million and £5 million per month during the periods of full lockdown since March 2020.

Despite the Group's strong balance sheet and liquidity at the start of 2020, the prolonged periods of lockdown and operating restrictions throughout much of the last 12 months have had an inevitable impact on the Group's liquidity position.  As a result, the Group's net debt (excluding the impact of leases under IFRS16) is currently £216 million, up from £152 million in February 2020.  The Group currently has undrawn debt facilities of £84 million out of £318 million in total debt facilities currently available to the Group (including £26 million in debentures and the £100 million in CCFF commercial paper due for repayment on 12 May 2021).

The success of the vaccine programme enabled the Government to outline its roadmap for the stepped easing of Covid-related restrictions in February 2021, together with a timetable for reopening which has provided much-needed certainty for the hospitality sector.  Although it will take time for trading to return to pre-pandemic levels, the Group's experience over the summer last year, when it was able to trade with few restrictions, underpins management's confidence in once again reopening the estate strongly and a swift return to positive cash generation. The Group plans to take a phased approach to reopening its Managed Pubs and Hotels on 12 April 2021, when the "Step 2" easing of restrictions is due to commence, with 82 sites opening initially. Approximately 70% of the Group's Tenanted Inns are also expected to open at this time.  While the estate will remain subject to operating restrictions during "Step 2", including restrictions preventing customers being served indoors, Fuller's will benefit from its investment over recent years in outside trading areas and pub gardens.  The Group intends to have the managed estate largely open on 17 May 2021 under "Step 3" of the Government's Roadmap when it is anticipated that trading will be permitted indoors, albeit subject to continued restrictions on social gatherings of more than six persons or more than two households.  Importantly, the Government Roadmap indicates that all trading restrictions will fall away from 21 June 2021, when an expected return to normality will be within sight. 

With the easing of Government restrictions in the coming weeks and months, the Board believes that the Group is well placed to benefit from anticipated pent-up demand from customers eager to return to pubs, hotels and other hospitality venues. The Board also believes there will be buoyant demand for staycations (as experienced last summer), as well as weddings and other event custom.  Management confidence has been encouraged by very strong forward bookings in its hotels and pubs. As a result, and in line with its experience operating under trading restrictions during 2020, the Board expects the Group to be cash generative (including Group overheads) from mid-May 2021 when indoor trading will be permitted. Clearly, this expected cashflow improvement would be delayed if there is any material interruption to the Government's stepped easing of restrictions.

Successful completion of the Placing will enable the Group to complete its Amend and Extend Refinancing, facilitate repayment of the £100 million in CCFF commercial paper due for repayment in May 2021, strengthen the Group's balance sheet so it has the financial flexibility to take full advantage of the reopening of the UK economy and enable the Company to explore growth opportunities in line with its long-term strategy.  It will also provide additional liquidity headroom and resilience if the stepped easing of restrictions under the Government Roadmap is delayed for any reason or if Covid-related Government restrictions are re-introduced.

Looking forward, the Company has deliberately taken a highly prudent approach in modelling its potential revenues, costs and cashflow over the next 18 months in the "prudent base case" and "stress case" scenarios.  In the prudent base case, assumptions reflect the stepped easing of restrictions in line with the Government Roadmap and, in the stress case, assumptions reflect restrictions and operating conditions similar to the last 12 months (including the business being in full lockdown for six out of the 12 months to the end of March 2022 and similar severe operating restrictions being in place between lockdowns).  This modelling has been undertaken to illustrate the potential outcomes to assist management decision-making on its potential liquidity needs and does not represent a forecast or reflect management's expectations of future performance.  The conclusions of this modelling are included in a presentation entitled "Investor Presentation" on the Company's website (https://www.fullers.co.uk/corporate/investors/financial-reports).

Assuming successful completion of the Placing, the Amend and Extend Refinancing will become effective and the Board expects the Group to return to pre-pandemic debt and pro forma leverage levels by early 2022 if restrictions continue to ease in line with the Government Roadmap and the Group returns to normalised trading conditions on a sustained basis.

If Shareholders do not pass the Resolutions at the Extraordinary General Meetings and the Placing is not completed, the Amend and Extend Refinancing will not become effective.  In those circumstances, £292 million of the Group's Existing Debt Facilities (including the £100 million CCFF commercial paper borrowings due in May 2021) will be due for repayment prior to the end of August 2021 and the Group will need to consider other options open to it.  These could include raising additional cash in the form of additional debt financing to refinance the Group's Existing Debt Facilities and implementing a programme of selected freehold pub disposals.  Any additional debt financing the Group is able to obtain may be on less favourable terms than the Group's Existing Debt Facilities (as to price, security and / or covenants) and the valuations the Group is able to obtain for its freehold pub assets may be lower than expectations, and these actions may therefore adversely impact achievement by the Company of its long-term growth objectives.

3.         Amendment and extension of GROUP'S EXISTING debt facilities

On 30 March 2021, the Company reached agreement with its relationship banks on the Amend and Extend Refinancing of the Group's Existing Debt Facilities to extend out facility maturities until 19 February 2023, amend the financial covenants (in respect of the period up to and including the quarter ending 31 March 2022) to only require the Group to maintain a minimum liquidity level, continue the waiver of material adverse change-based covenants and events of default until 31 December 2021 (to clarify that restrictions imposed on the business by the response to the Covid pandemic do not constitute an event of default under the Group's Existing Debt Facilities), and continue the amendment agreed in April 2020 to require bank consent for any Ordinary Share dividends. Under the terms of the Amend and Extend Refinancing, from and including the quarter ending 30 June 2022, the financial covenants will revert to substantially the same (debt cover and interest cover) covenants as applied historically to the Group's Existing Debt Facilities.

The Amend and Extend Refinancing is conditional on the receipt by the Company of proceeds under the Placing.

Assuming the successful completion of the Placing, the Company intends to seek a further refinancing of the Group's debt facilities, within the next 12 months, to secure longer term debt financing reflecting a return to normalised business trading conditions and profitability on a sustained basis.

4.         Dividend policy

In response to the impact of Covid, in April 2020, the Board decided that a final dividend would not be proposed on the Ordinary Shares in respect of the 52 weeks ended 28 March 2020 and, in September 2020, the Board decided that no interim dividend would be paid in respect of the 26 weeks ended 26 September 2020.

Taking account of the current exceptional circumstances, the Board has also now decided that no final dividend will be proposed on the Ordinary Shares in respect of the 52 weeks ended 27 March 2021. Under the terms of the Amend and Extend Refinancing, bank consent is required for the declaration or payment of any Ordinary Share dividends, however the Board recognises the importance of dividends to Ordinary Shareholders and hopes to resume paying dividends on the Ordinary Shares once the business is trading profitably on a sustained basis.

The Board does however expect to continue paying the preference dividends due on the Company's 6% first cumulative preference shares of £1 each and 8% second cumulative preference shares of £1 each in accordance with their terms.

5.         Current Trading and OUTLOOK

Fuller's is a long-term business and the Board remains optimistic about the future in the medium term and beyond. Management has used lockdown wisely and strongly believes that the actions taken during the pandemic have positioned the business well for continued future success.  The business has a well-invested and well-balanced freehold estate, excellent and engaged people and a clear and considered strategy to emerge strongly from the pandemic.

In the short term, the estate has been largely closed since mid December 2020 as a result of Government restrictions imposed in response to Covid, resulting in the business currently generating negligible revenue.  Management has actioned pro-active measures to preserve liquidity and reduce costs, however, the Group's cash burn is currently between £4 million and £5 million per month whilst the business is in full lockdown.  Assuming the current Government operating restrictions are gradually eased in line with the Government Roadmap and the Group can return to normalised trading conditions on a sustained basis, the Board believes that the business will become cashflow positive (including Group overheads) again from mid-May 2021 onwards.  This expected improvement in cashflow is naturally dependent on there being no material delay in the easing of Covid-related restrictions in line with the Government Roadmap.

Looking ahead, the Board believes that Fuller's is well placed to reopen strongly as trading restrictions are eased and to benefit from the expected significant pent-up customer demand as the UK economy reopens.  The Group has a proven strategy to rebuild trading momentum and return to growth, as well as the drive and determination to lead the way out of the pandemic.  The Board remains confident in its long-term strategy and believes it is well positioned to capitalise on available opportunities to create shareholder value and remains well placed for long-term success.

6.         ORDINARY SHAREHOLDER Commitments AND DIRECTOR SUBSCRIPTIONS

The Company has received irrevocable undertakings to vote in favour of the Resolutions from Ordinary Shareholders who hold an aggregate of 3,274,816 'A' Ordinary Shares, 58,931,612 'B' Ordinary Shares and 9,862,162 'C' Ordinary Shares, respectively (representing approximately 10.12 per cent. of the issued 'A' Ordinary Shares, 69.75 per cent. of the issued 'B' Ordinary Shares and 68.21 per cent. of the issued 'C' Ordinary Shares, respectively, excluding Ordinary Shares held in treasury in each case).  These include irrevocable undertakings to vote in favour of the Resolutions received from Directors who hold an aggregate of 426,305 'A' Ordinary Shares, 9,320,672 'B' Ordinary Shares and 750,417 'C' Ordinary Shares, respectively (representing approximately 1.32 per cent. of the issued 'A' Ordinary Shares, 11.03 per cent. of the issued 'B' Ordinary Shares and 5.19 per cent. of the issued 'C' Ordinary Shares, respectively, excluding Ordinary Shares held in treasury in each case).

The Company has received irrevocable undertakings from Directors who have also committed to contribute £225,000 in total in total to subscribe for 'A' Ordinary Shares and apply to acquire 'B' Ordinary Shares in conjunction with the Placing.

 

 

 

 

 

DEFINITIONS

 

The following definitions apply throughout this announcement unless the context requires otherwise:

 

"A and C Ordinary Shareholder Resolution"

the special resolution of the 'A' Ordinary Shareholders and the 'C' Ordinary Shareholders (as a single class under the Articles) to be proposed at the Extraordinary 'A' and 'C' Ordinary Shareholder General Meeting to approve the Placing, and to be set out in the Notice of Extraordinary General Meetings.

"A Ordinary Shareholders"

the holders of 'A' Ordinary Shares from time to time. 

"A Ordinary Shares"

the 'A' ordinary shares of 40 pence each in the capital of the Company which are admitted to trading on the London Stock Exchange.

"Admission"

admission of the Placing Shares and the 'A' Ordinary Shares to be issued as part of the Director Subscriptions to trading on the Main Market becoming effective in accordance with the Listing Rules.

"Amend and Extend Refinancing"

the amend and extend refinancing of the Group's Existing Debt Facilities described in section 3 of this announcement.

"Articles"

the articles of association of the Company.

"B Ordinary Shareholder Resolution"

the special resolution of the 'B' Ordinary Shareholders to be proposed at the Extraordinary 'B' Ordinary Shareholder General Meeting to approve the Placing, and to be set out in the Notice of Extraordinary General Meetings.

"B Ordinary Shareholders"

the holders of 'B' Ordinary Shares from time to time.

"B Ordinary Shares"

the 'B' ordinary shares of 4 pence each in the capital of the Company. 

"Board"

the board of Directors of the Company.

"B Share Offer"

the offer to 'B' Ordinary Shareholders to apply for up to 4,367,472 'B' Ordinary Shares from the Company to be set out in the Circular. 

"CCFF"

the £100 million in commercial paper issued by the Group under the Bank of England's Covid Corporate Financing Facility and due for repayment in May 2021.

"C Ordinary Shareholders"

the holders of 'C' Ordinary Shares from time to time.

"C Ordinary Shares"

the 'C' ordinary shares of 40 pence each in the capital of the Company.

"Company" or "Fuller's"

Fuller, Smith & Turner P.L.C. a public limited company incorporated in England and Wales with registered number 00241882 and whose registered office is at Pier House, 86-93 Strand-on-the-Green, London, W4 3NN.

"Circular"

the circular to shareholders to be sent to Ordinary Shareholders for the purpose of convening the General Meetings, including the Notice of Extraordinary General Meetings.

"Directors"

the Executive Directors and Non-Executive Directors of the Company.

"Director Subscriptions"

the A Ordinary Shares to be subscribed for by Directors and / or the B Ordinary Shares to be acquired by Directors (as the case may be) for a total contribution of approximately £225,000.

"Extraordinary General Meetings"

the Extraordinary Ordinary Shareholder General Meeting, the Extraordinary 'A' and 'C' Ordinary Shareholder General Meeting and / or the Extraordinary 'B' Ordinary Shareholder General Meeting (as applicable).

"Extraordinary A and C Ordinary Shareholder General Meeting"

the extraordinary general meeting of the 'A' Ordinary Shareholders and the 'C' Ordinary Shareholders to be convened for 20 April 2021 (or any adjournment thereof), notice of which is to be set out in the Notice of Extraordinary General Meetings.

"Extraordinary B Ordinary Shareholder General Meeting"

the extraordinary general meeting of the 'B' Ordinary Shareholders to be convened for 20 April 2021 (or any adjournment thereof), notice of which is to be set out in the Notice of Extraordinary General Meetings.

"Extraordinary Ordinary Shareholder General Meeting"

the extraordinary general meeting of the Ordinary Shareholders to be convened for 20 April 2021 (or any adjournment thereof), notice of which is to be set out in the Notice of Extraordinary General Meetings.

"FCA"

the Financial Conduct Authority of the UK, its predecessors or its successors from time to time, including, as applicable, in its capacity as the competent authority for the purposes of Part VI of FSMA.

"Fuller's Shares"

the 'A' Ordinary Shares of 40 pence each, the 'B' Ordinary Shares of 4 pence each, the 'C' Ordinary Shares of 40 pence each, the first 6 per cent. cumulative preference shares of £1 each, and the second 8 per cent. cumulative preference shares of £1 each in the capital of the Company.

"Government Roadmap"

the roadmap for the staged easing of Covid-related government lockdown restrictions on movement, travel and gatherings in England announced by the Prime Minister on 22 February 2021.

"Group"

The Company and its subsidiaries.

"Group's Existing Debt Facilities"

the loan facilities available under each of:

(a) the £130,000,000 facility agreement originally between, among others, the Company and Rabobank International as agent dated 19 August 2014, as amended from time to time;

(b) the £30,000,000 facility agreement between the Company and Lloyds Bank as lender dated 19 August 2014, as amended and restated pursuant to an amendment agreement dated 11 August 2017 and as amended from time to time;

(c) the £30,000,000 facility agreement between the Company and HSBC Bank plc as lender dated 27 January 2016, as amended from time to time; and

(d) the £40,000,000 facility agreement between the Company and Mediobanca International (Luxembourg) S.A. as lender dated 20 December 2019, as amended from time to time.

"Listing Rules"

the Listing Rules made by the FCA for the purposes of Part VI of FSMA.

"London Stock Exchange"

London Stock Exchange P.L.C., of 10 Paternoster Square, London, EC4M 7LS.

"Main Market"

the main market for listed securities of the London Stock Exchange.

"Non-Executive Directors"

the non-executive directors of the Company, currently being the Chairman, Juliette Stacey, Richard Fuller, Sir James Fuller Bt., Robin Rowland OBE and Helen Jones.

"Notice of Extraordinary General Meetings"

the notice of the  Extraordinary General Meetings, as set out in the Circular.

"Numis"

Numis Securities Limited.

 

"Official List"

the FCA's list of securities that have been admitted to listing. 

"Ordinary Shares"

the 'A' Ordinary Shares of 40 pence each, the 'B' Ordinary Shares of 4 pence each and the 'C' Ordinary Shares of 40 pence each in the capital of the Company.

"Ordinary Shareholders"

the holders of the Ordinary Shares from time to time.

"Ordinary Shareholder Resolutions"

the ordinary and special resolutions of the Ordinary Shareholders being proposed at the Extraordinary Ordinary Shareholder General Meeting to approve the Placing, the 'B' Share Offer and the Director Subscriptions, as set out in the Notice of Extraordinary General Meetings.

"Placees"

persons procured by Numis on the terms and subject to the conditions of the Placing Agreement to subscribe for the Placing Shares pursuant to the Placing.

"Placing"

the proposed placing by the Company of up to 6,455,447 of the Company's 'A' Ordinary Shares to Placees in accordance with the terms of the Placing Agreement.

"Placing Agreement"

the conditional agreement dated 31 March 2021 and made between the Company and Numis in relation to the Placing.

"Placing Price"

the fixed price of 830 pence per Placing Share

"Placing Shares"

the up to 6,455,447 new 'A' Ordinary Shares to be issued by the Company pursuant to the Placing

"Resolutions"

the Ordinary Shareholder Resolutions, the 'A' and 'C' Ordinary Shareholder Resolution and/or the 'B' Ordinary Shareholder Resolution (as applicable).

"RIS"

a Regulatory Information Service that is approved by the FCA and that is on the list of Regulatory Information Services maintained by the FCA.

"Shareholders"

the holders of Fuller's Shares from time to time.

"UK"

the United Kingdom of Great Britain and Northern Ireland.

 

 

 

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