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 This information is provided by RNS The company news service from the London Stock Exchange
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