Disposal Update, Board Changes & Circular

RNS Number : 4011U

Fuller,Smith&Turner PLC

29 March 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

29 March 2019

Fuller, Smith & Turner P.L.C.

("Fuller's" or the "Company")

Disposal update, Timing of Full Year Results, Board Changes and Availability of the Circular

Disposal update

On 25 January 2019, the Company announced that it had entered into an agreement for the sale of its entire beer business to Asahi Europe Ltd ("AEL"), a wholly owned subsidiary of Asahi Group Holdings, Ltd, for an enterprise value of £250 million on a debt free, cash free basis (the "Disposal"). 

A shareholder circular relating to the Disposal (the "Circular") has been approved by the Financial Conduct Authority and will be posted to Shareholders later today.  The Circular contains further details on the Disposal and also contains a notice convening an extraordinary general meeting of the Company which is to be held at the offices of Freshfields Bruckhaus Deringer at Northcliffe House, 28 Tudor Street, London, EC4Y 0DD, United Kingdom at 10.00 a.m on Wednesday, 24 April 2019 ("Extraordinary General Meeting"). 

In relation to the conditions to Completion of the Disposal:

·	the Company confirms that AEL has received confirmation from the Competition and Markets Authority that they have no further questions in relation to the Disposal.  Accordingly, the parties consider that the antitrust condition to Completion of the Disposal  has now been satisfied; and
·	the Company shortly expects to complete the corporate reorganisation to transfer certain assets and liabilities of its beer business to The Fuller's Beer Company Ltd (the "Reorganisation").

Completion of the Disposal therefore remains conditional on the: (a) completion of the Reorganisation; and (b) passing of two inter-conditional ordinary resolutions approving the Disposal by the Company's: (i) A, B and C Ordinary Shareholders; and (ii) A Ordinary Shareholders, as set out in the Circular.  Subject to the satisfaction and/or waiver (where applicable) of the outstanding conditions to Completion of the Disposal, the Company expects Completion of the Disposal to occur on or about 27 April 2019.

Timing of Full Year Results

In its trading update on 25 January 2019, the Company indicated that its full year results for the 52 weeks to 30 March 2019 would be announced on 7 June 2019.  In view of the expected timing of Completion of the Disposal, the Board has now decided to delay the announcement of the Company's full year results for the 52 weeks to 30 March 2019 until 25 July 2019 to enable the Company's finance function to prioritise its work on Completion of the Disposal.  As a result, the publication of the Company's annual report and full year accounts will be delayed until 25 July 2019 and the date of the Company's annual general meeting will also be delayed until September 2019.

Board Changes

On 12 March 2019, the Company announced that, on the recommendation of the Nominations Committee, Helen Jones had been appointed to the Board as an independent Non-executive Director with effect from that date and, on 18 March 2019, the Company also announced that, on the recommendation of the Nominations Committee, Adam Councell will join the Board as the Company's Finance Director on 27 August 2019. 

As indicated at the time of his reappointment for an additional one-year term at the annual general meeting of the Company held on 24 July 2018, John Dunsmore will be stepping down from the Board as an independent Non-executive Director later this year.

The Nominations Committee has taken the opportunity represented by the Disposal and these Board changes to review the composition of the Board as a whole and, in particular, its executive functions.  The Disposal of the Fuller's Beer Business will result in the role of Managing Director of The Fuller's Beer Company becoming redundant and there no longer being the requirement for a separate Managing Director for Fuller's Inns.  The role of Corporate Affairs Director will also become redundant as it has largely focussed on liaising with national and international governmental and non-governmental bodies associated with the brewing industry. 

Accordingly, subject to Completion of the Disposal:

·	Simon Dodd will resign as Managing Director of The Fuller's Beer Company and as a Director of the Company on 30 April 2019;
·	Jonathon Swaine will resign as Managing Director of Fuller's Inns and as a Director of the Company on 11 October 2019; and
·	Richard Fuller will resign as Corporate Affairs Director on 31 January 2020, but will remain on the Board as a Non-executive Director.

Certain payments to be made to these Executive Directors in connection with the termination of their employment as Executive Directors will require Ordinary Shareholder approval as such payments fall outside of the Company's Remuneration Policy.  Further details are set out in the Circular.

In addition to the above Board changes, on the recommendation of the Nominations Committee, the Company announces that Fred Turner (currently heading the Tenanted Division of the Company) will be appointed as the Company's Retail Director responsible for the Managed Division of Fuller's Inns and will join the Board as an Executive Director on 1 June 2019.  His re-appointment as a Director of the Company will be subject to the approval of Ordinary Shareholders at the Company's next annual general meeting.  No information is required to be disclosed by the Company pursuant to Listing Rule 9.6.13R in respect of Fred Turner's appointment to the Board.

Availability of the Circular

A copy of the Circular will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM after it has been submitted.  In addition, the Circular will be available to view on the Company's website at https://www.fullers.co.uk/corporate/investors/general-meetings and available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the London offices of the Company at Griffin Brewery, Chiswick Lane South, Chiswick, London, W4 2QB from the date of this announcement up to and including the date of the Extraordinary General Meeting and for the duration of the Extraordinary General Meeting.

Capitalised terms not otherwise defined in this announcement have the same meaning given to them in the Circular.

Enquiries

Fuller, Smith & Turner P.L.C.	020 8996 2000
Simon Emeny, Chief Executive
Georgina Wald, Corporate Communications Manager	020 8996 2198
Instinctif Partners (Press Relations Adviser to Fuller's)	020 7457 2020
Justine Warren
Rothschild & Co (Financial Adviser and Sponsor to Fuller's)	020 7280 5000
Akeel Sachak
Jonathan Dale

Important information relating to financial advisers

N. M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Fuller's and for no one else in connection with the Disposal and is not, and will not be, responsible to anyone other than Fuller's for providing the protections afforded to its clients nor for providing advice in relation to the Disposal, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

Cautionary statement

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction.  Fuller's Ordinary Shareholders are advised to carefully read the Circular.  Any response to the Disposal should be made only on the basis of the information in the Circular.

Forward-looking statements

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements.  They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.  Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond Fuller's control.  Forward-looking statements include statements regarding the intentions, beliefs or current expectations of Fuller's concerning, without limitation: (i) future capital expenditure, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Fuller's operations; and (iii) the effects of global economic conditions on the Fuller's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors may cause the actual results, performance or achievements of Fuller's to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause the actual results, performance or achievements of Fuller's to differ materially from the expectations of Fuller's include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and other regulation (including licensing) and policy, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, interest rates and currency fluctuations, changes in its business strategy, the outcome of any litigation, the impact of any acquisitions or similar transactions, information technology system and technology failures, political and economic uncertainty and other factors.  Such forward-looking statements should therefore be construed in light of such factors.  Neither Fuller's nor any of its directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  Forward-looking statements contained in this announcement apply only as at the date of this announcement. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules), Fuller's is not under any obligation and Fuller's expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.  This announcement has been prepared for the purposes of complying with the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with laws and regulations of any jurisdiction outside of England.

 

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