Fuller, Smith & Turner Plc - Disposal Update, Board Changes & 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

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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.