13th Dec 2005 13:10
Fuller,Smith&Turner PLC13 December 2005 OFFERS UPDATEFuller, Smith & Turner P.L.C. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED 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 theoffers for the entire issued and to be issued ordinary share capital (theOrdinary Offer) of George Gale and Company Limited (Gales), the entire issuedand to be issued 'A' ordinary share capital of Gales (the 'A' Offer) and theentire issued and to be issued preference share capital of Gales (the PreferenceOffer and together with the Ordinary Offer and the 'A' Offer, the Offers) as setout in the offer document dated 9 November 2005 (the Offer Document), had becomeunconditional in all respects. As at 3.00 p.m. on 2 December 2005, valid acceptances had been received inrespect of 952,387 Gales Ordinary Shares, representing approximately 96.40 percent. in value of the issued ordinary share capital of Gales. Accordingly,having received valid acceptances of the Ordinary Offer in respect of over 90per cent. in value of the Gales Ordinary Shares to which the Ordinary Offerrelates, Fuller's will today be giving notice to those Gales OrdinaryShareholders who have not accepted the Ordinary Offer informing them that itwill compulsorily acquire their Gales Ordinary Shares by applying sections 428to 430F of the Companies Act 1985. In addition, as at 3.00 p.m. on 2 December 2005, valid acceptances had beenreceived in respect of 3,073,280 Gales 'A' Shares, representing approximately96.07 per cent. in value of the issued 'A' ordinary share capital of Gales.Accordingly, having received valid acceptances of the 'A' Offer in respect ofover 90 per cent. in value of the Gales 'A' Shares to which the 'A' Offerrelates, Fuller's will today be giving notice to those Gales 'A' Shareholderswho have not accepted the 'A' Offer informing them that it will compulsorilyacquire their Gales 'A' Shares by applying sections 428 to 430F of the CompaniesAct 1985. As at 3.00 p.m. on 2 December 2005, Fuller's has also received valid acceptancesin respect of 1,946 Gales Preference Shares, representing approximately 96.09per cent. in value of the preference share capital of Gales. Accordingly, havingreceived valid acceptances of the Preference Offer in respect of over 90 percent. in value of the Gales Preference Shares to which the Preference Sharesrelates, Fuller's will today be giving notice to those Gales PreferenceShareholders who have not accepted the Preference Offer informing them that itwill compulsorily acquire their Gales Preference Shares by applying sections 428to 430F of the Companies Act 1985. The Offers, including the Loan Note Alternative, will remain open for acceptanceuntil further notice. Enquiries McQueen Limited 020 7667 6861(Financial adviser to Fuller's)Jim FallonJamie Wilson Merlin 020 7653 6620(Public relations adviser to Fuller's)Paul DownesVanessa 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 orindirectly, 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 andwill not be made, directly or indirectly, in or into, or by use of mails or anymeans or instrumentality (including, without limitation, facsimile transmission,telephone or internet) of interstate or foreign commerce of, or any facilitiesof a national securities exchange of, the United States and the Offers will notbe capable of acceptance by any such use, means, instrumentality or facility orfrom within the United States. Accordingly, copies of this document, the OfferDocument, the Form(s) of Acceptance and also any other document relating to theOffers are not being, and must not be, mailed or otherwise forwarded,distributed or sent in or into or from the United States, Canada, Australia orJapan. Custodians, nominees and trustees should observe these restrictions andshould not send or distribute this document, the Offer Document, the Form(s) ofAcceptance and also any other document relating to the Offers in or into theUnited States, Canada, Australia or Japan. Doing so may render invalid anypurported acceptance of the Offers. The Loan Notes have not been, nor will they be, registered under the USSecurities 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 clearancesfrom the securities commission of any province of Canada and no prospectus hasbeen lodged with, or registered by, the Australian Securities and InvestmentsCommission or the Japanese Ministry of Finance. Accordingly, the Loan Notes maynot be offered, sold, resold, delivered or transferred, directly or indirectly,in or into Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of, or require registrationthereof in, such jurisdiction or to, or for the account or benefit of, a personlocated in Canada, Australia or Japan. McQueen Limited, which is regulated by the Financial Services Authority, isacting exclusively for Fuller's and no-one else in connection with the Offersand will not be responsible to anyone other than Fuller's for providing theprotections afforded to clients of McQueen Limited or for providing advice inrelation to the Offers or in relation to the content of this announcement. This announcement does not constitute an offer or invitation to purchase anysecurities or a solicitation of an offer to buy any securities pursuant to theOffers or otherwise. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Fuller Smith & Turner