11th Nov 2005 17:07
Fuller,Smith&Turner PLC11 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 acircular to its shareholders, option holders, participants in Fuller's EmployeeProfit Sharing Scheme and Share Participation Scheme and debenture holders inconnection 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, andwill shortly be available for inspection at the UK Listing Authority's DocumentViewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HSTel:. No. (0) 20 7066 1000 The above circular contains notice of an extraordinary general meeting ofFuller's to be held at 8.30 a.m. (UK time) on 29 November 2005 in the HockCellar, Griffin Brewery, Chiswick Lane South, London, W4 2QB for the purposes ofconsidering 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 ofFuller's vote in favour of the ordinary resolution, approving the making of theOffers, to be proposed at the extraordinary general meeting as they intend to doin respect of their own direct holdings and as they shall seek to procure to bedone 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. ofthe issued ordinary share capital of Fuller's. Fuller's has also received irrevocable undertakings to vote in favour of theResolution, in respect of, in aggregate, approximately 17.79 per cent. of theissued share capital of Fuller's carrying the right to vote at a generalmeeting, from the following individuals and in respect of those shares indicatedagainst 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 MMitchell(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 6620Vanessa MaydonRebecca Penney Notes This announcement shall not constitute an offer to sell or the solicitation ofan offer to buy nor shall there be any sale of these securities in anyjurisdiction in which such offer, solicitation or sale would be unlawful priorto registration or qualification under the securities laws of any suchjurisdiction. The Offers are made solely by means of the offer document dated 9November 2005 (the Offer Document) and the acceptance forms accompanying theOffer 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 theFinancial Services Authority, is acting exclusively for Fuller's and no-one elsein connection with the Offers and will not be responsible to anyone other thanFuller's for providing the protections afforded to clients of McQueen nor forproviding advice in relation to the Offers or in relation to the content of thisannouncement. The Offers, including the Loan Note Alternative (as defined in the OfferDocument), will not be made directly or indirectly, in or into and will not becapable 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 orinstrumentality (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 the Offer Document, theform(s) of acceptance and any other document relating to the Offers are notbeing, and must not be, mailed or otherwise forwarded, distributed or sent in orinto or from the United States, Canada, Australia or Japan. Custodians, nomineesand trustees should observe these restrictions and should not send or distributethe document in or into the United States, Canada, Australia or Japan. Doing somay render invalid any purported acceptance of the Offers. Fuller's directors accept responsibility for the information contained in thisannouncement. To the best of the knowledge and belief of the directors ofFuller's (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Fuller Smith & Turner