BRYAN TOYE LIMITED Offer For Toye & Co Plc
17 Juni 2014 - 1:00PM
UK Regulatory
TIDM0000 TIDMTOYE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Bryan Toye Limited
Announcement of a Firm Intention to Make a Cash Offer for Toye & Co plc
(TOYE)
Introduction
Bryan Toye Limited (the "Company", or "BTL") is pleased to announce that,
having acquired 272,000 shares from Harris Rodriguez Limited, BTL and
its connected parties (the "Concert Party") are now interested in
1,199,894 (53.4%) of the issued share capital of Toye and Co plc
("Toye"). Accordingly the Company announces its firm intention to make
a mandatory cash offer (the "Offer") to acquire the outstanding shares
not already owned by the Concert Party.
The Offer
The Offer, will be made on the following basis:
for each Share
35 pence in cash
The Offer values the whole of the issued share capital of Toye at
approximately GBP787,000. BTL confirms that it will not be increasing
the Offer to in excess of 35p per Share.
BTL has also received irrevocable commitments from other shareholders
(not being part of the Concert Party) totalling 321,547 (13.45%). The
Offer is unconditional. It is Bryan Toye's intention to take his
family's company private after eleven years on the AIM market. During
this time the Company has not benefitted as much as it had hoped from
being a listed company while the costs attaching to such status are
substantial in relation to the Company's size. The Company and the
Concert Party therefore intend to de-list Toye immediately upon reaching
control of 75% of the ordinary issued share capital. The Offer will
remain open for 28 days following dispatch of the Offer Document.
There are no further terms or pre-conditions attaching to the Offer;
BTL will dispatch the Offer Document and Form of Acceptance to
Shareholders as soon as practicable and in any event, (save with the
consent of the Panel) on or before 10(th) July 2014.
Your attention is drawn to the further information contained in the
Appendices which form part of this announcement.
Information on the Concert Party
The Concert Party comprises the following members:
Percentage of issued
Concert Party Member Shareholding share capital
Bryan Toye Limited(1) 272,000 12.10 %
Mr Bryan Toye 21,500 0.96 %
Mrs Fiona Toye 4,000 0.17 %
Hartman Capital Nominees(2) 18,928 0.84 %
BE Toye Accumulation, Maintenance and
Settlement Trust(3) 844,866 37.59 %
Scottish Equitable plc(4) 38,600 1.71 %
Total 1,199,894 53.37 %
Note 1: Bryan Toye Limited is incorporated in Guernsey and is
controlled by Mr Bryan Toye.
Note 2: Hartman Capital Nominees holds a SIPP on behalf of Mr Bryan
Toye
Note 3: The Trustee of the Toye Family Trust are Mr Bryan Toye, Mrs
Fiona Toye and one other.
Note 4: Scottish Equitable holds a SIPP on behalf of Mr Bryan Toye
The Offer is being made by Bryan Toye Limited, a special purpose company
incorporated in Guernsey for the purposes of acquiring the shares of
Toye not owned or controlled by the family. BTL is controlled by Mr
Bryan Toye. The other members of the Concert Party are currently taking
no active part in the Offer.
The following persons have given irrevocable undertakings to accept the
Offer:
Percentage of issued share
Shareholder Shareholding capital
Mr David Hartley and Hartley
Securities Limited 232,327 9.49 %
Mrs Ruth Green 89,220 3.96 %
Total 321,547 13.45 %
Financing of the offer
City & Merchant Limited is satisfied that BTL has the necessary
financial resources available to satisfy full acceptance of the Offer by
utilising existing cash resources. It is estimated that full acceptance
of the Offer would require payment by BTL, under the terms of the Offer,
of an amount of approximately GBP388,000 in cash.
Compulsory acquisition and cancellation of trading
If the Company receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90% or more in nominal value of the shares to
which the Offer relates (and 90% or more of the voting rights carried by
the Shares to which the Offer relates) the Company intends to exercise
its rights pursuant to the provisions of chapter 3 of Part 28 of the
Companies Act 2006 to acquire compulsorily the remaining Shares in
respect of which the Offer is not accepted.
If the Company acquires or agrees to acquire a total of 75% of the
voting rights attached to the Shares in issue (including shares
currently held by the Concert Party), the Company intends to seek the
cancellation of admission to trading of the issued share capital of Toye
on AIM in accordance with the AIM Rules. It is anticipated that any
cancellation of admission to trading on AIM would take effect no earlier
than 20 clear business days after the Company has acquired or agreed to
acquire 75% of the voting rights attaching to the Shares. The
cancellation would significantly reduce the liquidity and marketability
of Shares not assented to the Offer at that time.
Overseas shareholders
Overseas shareholders should inform themselves about and observe any
applicable legal or regulatory requirements. If you are in any doubt
about your position you should consult your professional adviser in the
relevant territory.
Opening Position Disclosure
The Purchasing Shareholders confirm that they will today disclose the
information required pursuant to Rule 8.1(a) of the Code by way of a
separate announcement.
Disclosure on website
A copy of this announcement and the irrevocable undertakings referred to
above, and any other document required to be published on a website in
accordance with Rule 26 of the Code, will be available on
www.bryantoyelimited.com from no later than 12 noon (London time) on the
day following this announcement, until the end of the Offer Period.
Publication of the Offer Document
Shareholders should carefully read the Offer Document (together with, if
they hold their Shares in certificated form, the Form of Acceptance),
once published, in its entirety before making a decision with respect to
the Offer.
Enquiries:
City & Merchant Limited (financial adviser to Bryan
Toye Limited) 020 7101 7676
This announcement is not intended to and does not constitute or form
part of any offer or invitation to sell or purchase any securities or
the solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the Offer
or otherwise, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in or into any jurisdiction
in contravention of any applicable law. The Offer will be made solely by
the Offer Document (together with, in the case of Shares in certificated
form, the Form of Acceptance), which will contain the full terms of the
Offer, including details of how the Offer may be accepted. Shareholders
should carefully read the Offer Document (and, if they hold their Shares
in certificated form, the Form of Acceptance) in its entirety before
making a decision with respect to the Offer.
Please be aware that addresses, electronic addresses and certain other
information provided by Shareholders, persons with information rights
and other relevant persons in connection with the receipt of
communications generally from BTL may be provided to the Concert Party
during the Offer Period as required under Section 4 of Appendix 4 of the
Code.
City & Merchant Limited ("City & Merchant"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is
acting as financial adviser to BTL and no one else in connection with
the Offer and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the Offer and
will not be responsible to anyone other than BTL for providing the
protections afforded to its clients, nor for providing advice in
connection with the Offer or any other matter referred to herein.
You may request a hard copy of this announcement (and any information
incorporated by reference in it) by contacting City & Merchant during
business hours on 020 7101 7676 or by submitting a request in writing to
City & Merchant at Salisbury House, 29 Finsbury Circus, London EC2M 5QQ.
It is important that you note that unless you make such a request and
save as otherwise required by Rule 2.12 of the Code, a hard copy of this
announcement and any information incorporated by reference in it may not
be sent to you.
The Offer is not being and will not be made, directly or indirectly, in
or into or from, whether by the use of mails or any means of
instrumentality (including, without limitation telephonically or
electronically) of interstate or foreign commerce of, or any facilities
of a national securities exchange of the USA and the Offer should not be
accepted by any such use, means, instrumentality or facility from or
within the USA. Accordingly, copies of this announcement and any
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or
sent in, into or from whether by the use of mails or any means of
instrumentality (including, without limitation telephonically or
electronically) of interstate or foreign commerce of, or any facilities
of a national securities exchange of the United States of America
("USA"). Persons receiving this announcement (including without
limitation custodians, nominees and trustees) must not forward, mail or
otherwise distribute or send it in, into or from USA, as doing so may
invalidate any purported acceptance of the Offer. Any person (including,
without limitation, custodians, nominees and trustees) who would, or
otherwise intends to, or who may have a contractual or legal obligation
to, forward this announcement and/or any documentation relating to the
Offer and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements of any relevant jurisdiction.
This announcement has been prepared for the purpose of complying with
English law and the Code 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 the laws of any jurisdiction outside
the UK.
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
securities exchange 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 securities exchange 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
securities exchange 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
securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a
securities exchange 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 securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company or of
any securities exchange 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 securities exchange 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 securities
exchange 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.
Appendix 1: Terms of the Offer
The Offer will extend to all Shares other than those already owned by
the Concert Party.
Shares will be acquired pursuant to the Offer fully paid and free from
all liens, equities, charges, encumbrances, rights of pre-emption and
other interests and together with all rights now or hereafter attaching
thereto, including the right to receive and retain all dividends and
other distributions declared, made or payable after 16(th) June 2014.
In deciding whether or not to accept the Offer in respect of their
Shares, Shareholders should rely on the information contained in, and
follow the procedures described in, the Offer Document and (if they hold
their Shares in certificated form) the Form of Acceptance which will be
posted to Shareholders in due course (other than to any Shareholders
with addresses in USA).
The Offer will be unconditional and will be made under the terms which
will be set out in the formal Offer Document and Form of Acceptance and
such further terms as may be required to comply with the Code and
applicable law.
The Offer will comply with the AIM Rules of the London Stock Exchange
(to the extent applicable and pending confirmation of cancellation) and
the provisions of the Code. The Offer and any acceptances thereunder
will be governed by English law and will be subject to the jurisdiction
of the English Courts.
The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
Appendix 2 - Sources and bases of information
References to the value of the Offer are based on there being 2,248,000
Shares in issue, sourced on 13(th) June from Toye's website maintained
for the purposes of Rule 26 of the AIM Rules for Companies published by
London Stock Exchange plc.
Mr Bryan Toye and the Director of Bryan Toye Limited accept
responsibility for this announcement.
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: BRYAN TOYE LIMITED via Globenewswire
HUG#1794209
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