BRYAN TOYE LIMITED Offer For Toye & Co Plc

 
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 [phone] 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