TOYE Toye & Co.

TIDMTOYE

RNS Number : 8547J

Toye & Co PLC

17 June 2014

Toye & Co. plc

17 June 2014

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

The Company notes that Bryan Toye Limited ("BTL"), a special purpose limited liability company wholly controlled by Bryan Toye (Chairman of the Company), has today announced an unconditional mandatory cash offer for the Company under Rule 9 of the City Code on Takeovers and Mergers to acquire all of the issued share capital of the Company not already owned by Bryan Toye and his concert parties. Bryan Toye and his concert parties will be interested in 53.38 per cent. of the Company's issued share capital.

BTL has also received irrevocable undertakings to accept the offer totalling 14.30 per cent. of the Company's issued share capital which includes 10.33 per cent. from David Hartley, Non-Executive Director. Following the acceptances from the irrevocable undertakings, BTL and the concert party will be interested in 67.68 per cent. of the Company's issued share capital.

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, expect that, in the absence of a change of circumstances their response to the Offer will be included within the Offer Document to be published by BTL. In the meantime shareholders are advised to take no action in relation to the Offer.

 
 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 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".

FURTHER INFORMATION

Please be aware that addresses, electronic addresses and certain other information provided by Toye Shareholders, persons with information rights and other relevant persons for the receipt of communications from Toye may be provided to Bryan Toye Limited during the Offer Period as required under Section 4 of Appendix 4 of the Code.

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Copies of this announcement will be available free of charge on Toye's website at www.toye.com by no later than noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of this websites are not incorporated into and do not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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