Source - LSE Regulatory
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY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 END 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 businessannounces 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 £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 Subscribed

'B' Shares to be 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 Broker):

+44 (0)20 7260 1000

Stuart Dickson

Jamie Loughborough

Oliver Steele




Instinctif Partners

+44 (0)20 7457 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 APPENDICES 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 INTENDED 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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