Posting of Circular
Fuller,Smith&Turner PLC
11 November 2005
FOR IMMEDIATE RELEASE
FULLER, SMITH & TURNER P.L.C.
Recommended cash offers by McQueen Limited
on behalf of
Fuller, Smith & Turner P.L.C.
for
George Gale and Company Limited
Posting of circular
Not for release, publication or distribution in or into the United States of
America,
Canada, Australia or Japan
11 November 2005
Fuller, Smith & Turner P.L.C. (Fuller's) announces that it is today posting a
circular to its shareholders, option holders, participants in Fuller's Employee
Profit Sharing Scheme and Share Participation Scheme and debenture holders in
connection with the recommended cash offers (the Offers) by McQueen Limited
(McQueen), on behalf of Fuller's, for George Gale and Company Limited (Gales).
A copy of the above circular has been submitted to the UK Listing Authority, and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel:. No. (0) 20 7066 1000
The above circular contains notice of an extraordinary general meeting of
Fuller's to be held at 8.30 a.m. (UK time) on 29 November 2005 in the Hock
Cellar, Griffin Brewery, Chiswick Lane South, London, W4 2QB for the purposes of
considering and, if thought fit, passing an ordinary resolution (the Resolution)
approving the making of the Offers by McQueen, on behalf of Fuller's, for Gales.
The board of directors of Fuller's unanimously recommends that shareholders of
Fuller's vote in favour of the ordinary resolution, approving the making of the
Offers, to be proposed at the extraordinary general meeting as they intend to do
in respect of their own direct holdings and as they shall seek to procure to be
done in respect of such other Fuller's shares in which they, and their families,
have an interest, which amount in aggregate to approximately 24.5 per cent. of
the issued ordinary share capital of Fuller's.
Fuller's has also received irrevocable undertakings to vote in favour of the
Resolution, in respect of, in aggregate, approximately 17.79 per cent. of the
issued share capital of Fuller's carrying the right to vote at a general
meeting, from the following individuals and in respect of those shares indicated
against their respective names:
Name Number (and Number (and Number (and Percentage of
percentage) of percentage) of percentage) of Fuller's issued
Fuller's 'A' Fuller's 'B' Fuller's 'C' shares carrying
ordinary shares ordinary shares ordinary shares the right to vote
A W M
Mitchell(1) 29,594 5,790,926 1,794,309 13.54%
(0.23%) (15.46%) (29.90%)
R H F Fuller - 1,242,658 - 2.21%
(3.32%)
H D Williams - 1,149,839 - 2.04%
(3.07%)
Total 29,594 8,183,423 1794309 17.79%
(0.23%) (21.84%) (29.90%)
Notes:
1. Held as trustee of various family trusts.
No circumstances exist in which the above undertakings cease to be binding.
ENQUIRIES:
Merlin 020 7653 6620
Vanessa Maydon
Rebecca Penney
Notes
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. The Offers are made solely by means of the offer document dated 9
November 2005 (the Offer Document) and the acceptance forms accompanying the
Offer Document, which contain the full terms and conditions of the Offers,
including details of how the Offers may be accepted.
McQueen, which is authorised and regulated in the United Kingdom 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 nor for
providing advice in relation to the Offers or in relation to the content of this
announcement.
The Offers, including the Loan Note Alternative (as defined in the Offer
Document), will not be 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 (as defined in the Offer Document), 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 the Offer Document, the
form(s) of acceptance and 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
the document in or into the United States, Canada, Australia or Japan. Doing so
may render invalid any purported acceptance of the Offers.
Fuller's directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the directors of
Fuller's (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange