Offer Update
Fuller,Smith&Turner PLC
05 December 2005
EMBARGOED UNTIL 7AM
OFFERS UPDATE
Not for release, publication or distribution in whole or in part in or into
Canada, Australia or Japan
5 December 2005
Fuller, Smith & Turner P.L.C. ("Fuller's")
Recommended cash offers for George Gale and Company Limited ("Gales")
OFFERS DECLARED UNCONDITIONAL IN ALL RESPECTS
On 9 November 2005, Fuller's made offers for the entire issued and to be issued
ordinary share capital (the Ordinary Offer) of Gales, the entire issued and to
be issued 'A' ordinary share capital of Gales (the 'A' Offer, together, the
Voting Offers) and the entire issued and to be issued preference share capital
of Gales (the Preference Offer, together the Offers) as set out in the offer
document of that date (the Offer Document).
Fuller's is pleased to announce that all of the conditions of the Voting Offers
have now been satisfied or waived and the Voting Offers are now declared
unconditional in all respects.
The condition in respect of the Preference Offer has now also been satisfied and
the Preference Offer is now also declared unconditional in all respects.
Fuller's announces that, as at 3.00 p.m. on 2 December 2005, being the first
closing date for the Offers for Gales as set out in the Offer Document, valid
acceptances had been received in respect of a total of 952,837 Gales Ordinary
Shares, representing approximately 96.40 per cent. of the issued ordinary share
capital of Gales, 3,073,280 Gales 'A' Shares, representing approximately 96.07
per cent. of the issued 'A' ordinary share capital of Gales, and 1,946 Gales
Preference Shares, representing approximately 96.09 per cent. of the issued
preference share capital of Gales and that such acceptances may be counted
towards the satisfaction of acceptances to its Offers.
As at 8 November 2005, the date of announcement of the Offers, Fuller's had
received irrevocable undertakings to accept (or procure the acceptance of) the
Voting Offers (including from the directors of Gales) in respect of 646,203
Gales Ordinary Shares, representing approximately 65.4 per cent of the existing
issued ordinary share capital of Gales, and 2,730,235 Gales 'A' Shares,
representing approximately 85.4 per cent. of the existing issued 'A' ordinary
share capital of Gales.
Valid acceptances have been received in respect of all of the shares that were
subject to these irrevocable undertakings, all of which are included in the
totals of valid acceptances referred to above.
The Offers will remain open for acceptance until further notice.
Gales Shareholders who wish to accept the Offers and who have not already done
so should complete the relevant Form(s) of Acceptance in accordance with the
instructions printed on it/them and return it/them together with their share
certificates and/or other document(s) of title to the Receiving Agent at
Computershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road,
Bristol BS99 1XZ by post or (during normal business hours) by hand, or, during
normal business hours, by hand only at Computershare Investor Services PLC, 2nd
Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ as soon as
possible.
The consideration due to accepting Gales Shareholders will be despatched either
on or before 16 December 2005 in respect of acceptances complete in all respects
and delivered by 2 December 2005, or within 14 days of the date of receipt of
further acceptances which are valid and complete in all respects.
As stated in the Offer Document, as and when Fuller's has received valid
acceptances under any of the Offers in respect of, and/or otherwise acquired, 90
per cent. or more of the Gales Shares to which that Offer relates, Fuller's will
seek to exercise its rights pursuant to the provisions of sections 428 to 430F
(inclusive) of the Companies Act 1985 to acquire compulsorily the remaining
Gales Shares to which that Offer relates.
Press Enquiries
McQueen Limited 020 7667 6861
(Financial adviser to Fuller's)
Jim Fallon
George Fleet
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 by
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 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 nor 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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