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Fuller Smith & Turner PLC

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DGAP-UK-Regulatory News vom 24.04.2019

Fuller, Smith & Turner PLC: Result of EGM

Fuller, Smith & Turner PLC (FSTA)

24-Apr-2019 / 17:29 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.




24 April 2019

Fuller, Smith & Turner P.L.C.

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

Results of the Extraordinary General Meeting

The Company is pleased to announce that at the Extraordinary General Meeting held earlier today, the Resolutions seeking approval for the: (i) sale of the Company's entire beer business to Asahi Europe Ltd, a wholly owned subsidiary of Asahi Group Holdings, Ltd (the "Disposal"); and (ii) the Executive Director Payments, were duly approved by Ordinary Shareholders by way of a show of hands.

Details of the Resolutions were set out in the Company's circular to Shareholders dated 28 March 2019 (the "Circular").

A copy of the Resolutions approved by Ordinary Shareholders at the Extraordinary General Meeting will be submitted to the National Storage Mechanism ("NSM") and will be available for inspection on the NSM's website at

Details of the votes cast for each Resolution will also shortly be made available on the Company's website at

Completion of the Disposal is not subject to any further conditions and the Company expects Completion to occur on 27 April 2019.

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


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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