Toye & Co PLC Mandatory Cash Offer for the Company (5316J)
13 Juni 2014 - 8:00AM
UK Regulatory
TIDMTOYE
RNS Number : 5316J
Toye & Co PLC
13 June 2014
Toye & Co. plc
Statement re. Mandatory Offer
Not for release, publication or distribution in whole or in
part, in or into the United States, Canada, Australia, Japan or the
Republic of Ireland
Toye & Co. plc ("Toye" or the "Company")
Statement re. Mandatory Cash Offer for the Company under Rule 9
and Rule 2.10 announcement
The Company announces that it has been informed that Mr Bryan
Toye, the Chairman of the Company, has reached an agreement to
acquire 272,000 shares in the Company currently held by Harris
Rodriguez Limited, a Gibraltar company, at a price of 35p per share
("the Offer"). Following the acquisition, Bryan Toye and his
concert parties will be interested in 53.2% of the Company's issued
share capital. As a result of the acquisition, Bryan Toye is
required to make a mandatory cash offer for the Company under Rule
9 of the City Code on Takeovers and Mergers. The offer will be
unconditional and will be made by Bryan Toye Limited ("BTL"), a
special purpose limited liability company wholly controlled by
Bryan Toye. The offer price will be 35p per share.
The Independent Directors of Toye, being the Directors other
than Bryan Toye and Fiona Toye who are deemed to be acting in
concert with BTL, will write to shareholders setting out their
response to the Offer once it has been formally announced.
A further announcement will be made as and when appropriate.
Rule 2.10
In accordance with Rule 2.10 of the Takeovers Code, the Company
confirms that it has 2,248,000 ordinary shares of 25 pence each in
issue. The ISIN reference for these securities is GB0009001669.
Contacts:
Toye & Company plc www.toye.com
Neil Haynes, Finance Director +44 (0) 247 684 8800
WH Ireland Limited www.wh-ireland.co.uk
Mike Coe/Ed Allsopp +44 (0) 117 945 3470
End.
WH Ireland Limited which is regulated in the United Kingdom by
The Financial Conduct Authority is acting for the Company in
relation to the matters described in this announcement and is not
advising any other person, and accordingly will not be responsible
to anyone other than the Company for providing the protections
afforded to customers of WH Ireland or for providing advice in
relation to the matters described in this announcement.
The independent directors of Toye, being the directors other
than Bryan Toye and Fiona Toye accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure
that such is the case), the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure".
This information is provided by RNS
The company news service from the London Stock Exchange
END
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