Offer Update
Fuller,Smith&Turner PLC
13 December 2005
OFFERS UPDATE
Fuller, Smith & Turner P.L.C.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES OF AMERICA CANADA, AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE
13 December 2005
Recommended Cash Offers
by McQueen Limited
on behalf of Fuller, Smith & Turner P.L.C.
for
George Gale and Company Limited
COMPULSORY ACQUISITION OF GALES SHARES
On 5 December 2005, Fuller, Smith & Turner P.L.C. (Fuller's) announced that the
offers for the entire issued and to be issued ordinary share capital (the
Ordinary Offer) of George Gale and Company Limited (Gales), the entire issued
and to be issued 'A' ordinary share capital of Gales (the 'A' Offer) and the
entire issued and to be issued preference share capital of Gales (the Preference
Offer and together with the Ordinary Offer and the 'A' Offer, the Offers) as set
out in the offer document dated 9 November 2005 (the Offer Document), had become
unconditional in all respects.
As at 3.00 p.m. on 2 December 2005, valid acceptances had been received in
respect of 952,387 Gales Ordinary Shares, representing approximately 96.40 per
cent. in value of the issued ordinary share capital of Gales. Accordingly,
having received valid acceptances of the Ordinary Offer in respect of over 90
per cent. in value of the Gales Ordinary Shares to which the Ordinary Offer
relates, Fuller's will today be giving notice to those Gales Ordinary
Shareholders who have not accepted the Ordinary Offer informing them that it
will compulsorily acquire their Gales Ordinary Shares by applying sections 428
to 430F of the Companies Act 1985.
In addition, as at 3.00 p.m. on 2 December 2005, valid acceptances had been
received in respect of 3,073,280 Gales 'A' Shares, representing approximately
96.07 per cent. in value of the issued 'A' ordinary share capital of Gales.
Accordingly, having received valid acceptances of the 'A' Offer in respect of
over 90 per cent. in value of the Gales 'A' Shares to which the 'A' Offer
relates, Fuller's will today be giving notice to those Gales 'A' Shareholders
who have not accepted the 'A' Offer informing them that it will compulsorily
acquire their Gales 'A' Shares by applying sections 428 to 430F of the Companies
Act 1985.
As at 3.00 p.m. on 2 December 2005, Fuller's has also received valid acceptances
in respect of 1,946 Gales Preference Shares, representing approximately 96.09
per cent. in value of the preference share capital of Gales. Accordingly, having
received valid acceptances of the Preference Offer in respect of over 90 per
cent. in value of the Gales Preference Shares to which the Preference Shares
relates, Fuller's will today be giving notice to those Gales Preference
Shareholders who have not accepted the Preference Offer informing them that it
will compulsorily acquire their Gales Preference Shares by applying sections 428
to 430F of the Companies Act 1985.
The Offers, including the Loan Note Alternative, will remain open for acceptance
until further notice.
Enquiries
McQueen Limited 020 7667 6861
(Financial adviser to Fuller's)
Jim Fallon
Jamie Wilson
Merlin 020 7653 6620
(Public relations adviser to Fuller's)
Paul Downes
Vanessa Maydon 07802 961 902
Terms defined in the Offer Document have the same meaning in this announcement.
The Offers, including the Loan Note Alternative, are not being made directly or
indirectly, in or into and will not be capable of acceptance in or from Canada,
Australia or Japan. The Offers, including the Loan Notes, are not being made and
will not be made, directly or indirectly, in or into, or by use of mails or any
means or instrumentality (including, without limitation, facsimile transmission,
telephone or internet) of interstate or foreign commerce of, or any facilities
of a national securities exchange of, the United States and the Offers will not
be capable of acceptance by any such use, means, instrumentality or facility or
from within the United States. Accordingly, copies of this document, the Offer
Document, the Form(s) of Acceptance and also any other document relating to the
Offers are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in or into or from the United States, Canada, Australia or
Japan. Custodians, nominees and trustees should observe these restrictions and
should not send or distribute this document, the Offer Document, the Form(s) of
Acceptance and also any other document relating to the Offers in or into the
United States, Canada, Australia or Japan. Doing so may render invalid any
purported acceptance of the Offers.
The Loan Notes have not been, nor will they be, registered under the US
Securities Act and may not be offered, sold, resold, delivered or transferred,
directly or indirectly, in or into the United States.
The Loan Notes have not obtained, and will not obtain, the relevant clearances
from the securities commission of any province of Canada and no prospectus has
been lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance. Accordingly, the Loan Notes may
not be offered, sold, resold, delivered or transferred, directly or indirectly,
in or into Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, a person
located in Canada, Australia or Japan.
McQueen Limited, which is regulated by the Financial Services Authority, is
acting exclusively for Fuller's and no-one else in connection with the Offers
and will not be responsible to anyone other than Fuller's for providing the
protections afforded to clients of McQueen Limited or for providing advice in
relation to the Offers or in relation to the content of this announcement.
This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities pursuant to the
Offers or otherwise.
END
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