Toye & Co Share Discussion Threads

[callumross] 07/8/2014 07:45

Bryan Toye Limited is pleased to announce that, as at 3.00 p.m. on 6 August 2014 (being the first closing date of the Offer), it had received acceptances in respect of 636,229 Toye shares representing approximately 28.30% of Toye's entire issued share capital. As a result, Brian Toye Limited and its concert parties now own or have received acceptances in respect of 1,778,595 Toye shares representing approximately 79.12% of Toye's entire issued share capital.

In view of the holiday period, the Offer is extended for a further 28 days until 5p.m. on 3 September 2014.

Shareholders are reminded that Bryan Toye Limited will seek to procure that application will be made to cancel Toye's admission to trading on AIM and will seek the re-registration of Toye as a private company.

Mr Bryan Toye and the Director of Bryan Toye Limited accept responsibility for this announcement.

The Offer is subject to the provisions of the City Code on Takeovers and Mergers (the "City Code"). In accordance with Rule 30.4 of the City Code, a copy of this announcement will be published on Brian Toye Limited's website at: www.bryantoyelimited.com.

[coolen] 29/7/2014 23:06

Redman, minority shareholders should be most grateful for your intervention on their behalf.

I have followed Toye for 40 years and most holders are either: following you on this board (5%); are aged PI's (45%); or are Toye family (50%).

The Panel are the only body who can change anything.

I expect that your experience is similar: the Panel will not disclose their findings unless there is a dramatic announcement to make.

Frankly, I agree that this smells. I just hope for the sake of PI's that the Panel are indeed doing their job and investigating your most valid observations.

[redman991] 29/7/2014 13:38

coolen/esmith3

I've had extensive discussions with the Takeover Panel, and the Financial Conduct Authority about what has happened here.

I have obtained a list of Toye & Co shareholders and I will more than likely write to them to let them know everything I have found. I'll post a copy of that letter here.

It seems there may have been breaches of both the takeover code and the FCA listing rules. As of today nobody is prepared to tell me to what degree these have been or will be investigated nor what the outcome might be. It seems to me that a veil of secrecy hangs over these institutions that are there to protect our interests.

Bryan Toye and his advisors have not answered any of my questions.

The whole thing stinks IMO. Very badly.

[esmith3] 29/7/2014 12:41

Redman - That's a great letter but have you sent it to the Takeover Panel as well? I doubt if Toye's advisors have much interest in anything apart from their own bottom line, so I think it's the TO Panel that is shareholders'only hope of a fairer deal.

[coolen] 20/7/2014 22:25

Excellent letter, Redman.

Surely, the Panel must now investigate the Rodriquez connection.

[callumross] 20/7/2014 11:38

Excellent letter Redman. Doubt you will get the answers you seek, but you never know. The only other clarification I would have sought is at what price the shares were bought from Mr Wills by Rodriguez was at, as based on your logic, that should set the minimum offer price. I no longer hold shares but I hate to see small PI's shafted in this way.

[redman991] 20/7/2014 10:35

I have sent the following to the Toye Directors and Brian Toye's advisors City and Merchant. No response as yet. Had hoped to publish as an RNS but LSE won't allow...

"Open letter To Bryan Toye

17th July 2014

Mr Toye, I note that you are proceeding with a mandatory offer for Toye & Co at 35p per share.

The response of the independent directors of our company (i.e. those not part your concert party) is as follows:



That letter includes the following:

"The price of 35 pence in cash for each Toye Share represents a discount of 30 per cent. over the Closing Price of 50 pence per Toye Share on 12 June 2014, being the last business day prior to the commencement of the Offer Period"

"a 70 per cent. discount to the audited net asset value per share as at 31 December 2013"

"Many loyal and long standing Toye Shareholders will share our view that the Offer Price undervalues the Company, and therefore the Independent Directors are not recommending that Toye Shareholders accept the Offer."

I agree with the independent directors and call on you to make a significantly better offer, or alternatively to use our company's facilities to make a tender offer for shares at a price significantly above your 35p offer price. The independent directors have indicated a pro forma cash balance of £480,000 at 28th July 2014.

Bryan Toye Limited ("BTL") is a special purpose limited liability company wholly controlled by you and was incorporated specifically to make the takeover offer. On 13 June 2014, the Company announced that BTL had acquired 272,000 Toye shares from Harris Rodriguez Limited at a price of 35 pence per share. The RNS release on that day suggested to me that this was the triggering event that required you (via BTL) to make a mandatory offer for our company.




Mr Toye, you said at our company's AGM on 19th June 2014 that you knew nothing about Harris Rodriguez Limited other than that they had contacted you to offer you a block of shares. However the now published formal offer document states that "On 31 March 2014, Harris Rodriguez Limited, a company connected to Bryan Toye (Chairman of the Company) acquired 272,000 shares in the Company at 35p per share. As a result, an offer under Rule 9 of the Code is required to be made for the remaining shares of Toye not already owned by him and his concert parties."

My understanding of the above is that it was the purchase by Harris Rodriguez Limited of those 272,000 shares that was the triggering event that required you to make a mandatory offer for our company (and not the purchase of shares by BTL from Harris Rodriguez Limited as suggested (to me at least) in the 13th June RNS).

The takeover code states in Rule 2.2 (b) that "An announcement is required:" "immediately upon an acquisition of any interest in shares which gives rise to an obligation to make an offer under Rule 9.1."

Perhaps there is an error in your offer document or maybe this was all just an administrative oversight, but if not, and if my understanding is correct, then why did you not announce your intention to make a mandatory offer immediately after the acquisition of those shares by Harris Rodriguez Limited (on 28th March 2014) rather than wait until 17th June 2014, the date that you did first announce your offer?

I shall be asking the takeover panel about the implications of this apparent breach (as I see it) of the takeover code. For the sake of complete clarity could you please explain in what way are you "connected" to Harris Rodriguez Limited?

I personally (as well, presumably, as a number of other investors) purchased Toye shares at a price significantly above 35p in the period between the acquisition of shares by Harris Rodriguez Limited and the announcement of your intention to make a mandatory offer. Clearly I would not have done so if your intention to make an offer had been announced earlier (as required by the takeover code). Will you compensate me, and other investors in a similar position, for this?

On 28th March 2014 Mr N K S Wills announced to the market that he had sold 272,000 shares in our company.



As there were no other trades of this size reported (and they would have to be reported as 272,000 represents c. 12% of the issued shares) it seems reasonable to assume that Mr Wills sold his shares to Harris Rodriguez Limited, a Gibraltar registered company (which gave its contact details as [e-mail] when it notified the market of its acquisition of 272,000 shares).



Mr Wills had previously been a non-executive director of our company and his retirement was announced on 2nd January 2014:



The takeover code states that:

"An offer made under Rule 9 must, in respect of each class of share
capital involved, be in cash or be accompanied by a cash alternative at
not less than the highest price paid by the offeror or any person acting
in concert with it for any interest in shares of that class during the 12
months prior to the announcement of that offer"

So it seems that it is your acquisition of shares, originally owned by Mr Wills (a former colleague), and temporarily owned by Harris Rodriguez Limited (a company "connected" to you) that has set the price at which you have tabled your takeover offer. I shall be asking the takeover panel to review whether the takeover code, in its current form, does enough to protect minority shareholders - specifically where the offer price is set by an off market transaction(s) between colleagues (or, as in this case, former colleagues).

Compounding the, in my opinion, difficult decision faced by minority shareholders are the following issues:

a) from the offer document "It is anticipated that any cancellation of admission to trading on AIM would take effect no earlier than 20 clear business days after BTL has acquired or agreed to acquire 75 per cent of the voting rights attaching to the Toye Shares. The cancellation would significantly reduce the liquidity and marketability of Toye Shares not assented to the Offer at that time because following such cancellation, Toye would be re-registered as a private company under the relevant provisions of the Act and there would be no dealing facility for buying or selling Toye Shares". Why can you not provide such a facility? Many companies delist from the AIM market and it is my perception that the majority provide an on-going service for dealing the company shares, for those investors that wish to remain shareholders.

b) from the independent directors' letter "Even if BTL does not reach 75 per cent. as a result of this Offer, as its interest in Toye is greater than 50 per cent., there will be nothing to prevent BTL, notwithstanding its current intention, requisitioning a general meeting of the Company at any time with the purpose of seeking Shareholder's approval for cancelling the admission to the trading on AIM of Toye Shares. Such a resolution would require a vote in favour by 75 per cent. of the votes cast by Toye Shareholders and BTL would be able to vote its interest at that general meeting. Notwithstanding BTL's holding being below 75 per cent., the resolution may still be passed if insufficient shareholders do not vote against the proposal at the meeting". In other words if just a handful of independent shareholders were unable, unaware or simply too lazy to vote against such a proposal at that meeting, the resolution would be passed. I imagine you and your advisors are well aware of this, and how this will make it likely that your attempts to delist the company's shares will ultimately succeed - even if it is very much against the wishes of a significant majority of minority shareholders.


In summary Mr Toye, I call on you to do the following:
a) First and foremost to make a revised offer that more reasonably reflects the value of our company, or alternatively to use our company's facilities to make a tender offer for shares at a price significantly above your 35p offer price.

b) To clarify in what way you are "connected" to Harris Rodriguez Limited.

c) To clarify why your intention to make a mandatory offer for our company was not announced immediately after the purchase of shares by Harris Rodriguez Limited.

d) To compensate me, and others in my position, for any losses that will be incurred as a result of your apparent failure to adhere to the takeover code (by not launching your offer immediately after the acquisition of shares by Harris Rodriguez).

e) To guarantee that even if your plan to delist Toye shares is successful, that you put in place a dealing facility for those not wishing to accept your offer.


Yours sincerely...

[coolen] 11/7/2014 22:28

Another lead to follow is the 5% stake accumulated, and then sold, by this gentleman in the same trade as Brian Toye (fingers crossed that the links work):

[kneecaps2] 11/7/2014 18:29

The whole situation stinks.

[callumross] 11/7/2014 10:42

Well done for at least running with this EM. You are right, the strange decision not to offer to buy the ex directors shares in March only to then want them in June is bizarre. Presumably the ex director got a fair price from the mysterious Mr Rodriguez who then strangely decided to sell, presumably at a large loss for 35p. But does the sale price between Mr Wills and Mr Rodriguez not have to be published through the LSE trades list, or can it remain private?

[esmith3] 11/7/2014 10:24

EM, well done for contacting the Takeover Panel (FWIW I doubt if WHI will have any interest whatsoever beyond their potential fees).

[eezymunny] 11/7/2014 09:50

Just FYI I attended the Toye AGM and asked Brian Toye what he knew about Harris Rodriguez. He replied that he knew nothing about Harris Rodriguez, other than that they had contacted him to offer him the block of shares. This is appears to contradict the offer document which clearly states that Harris Rodriguez is a company "connected" to Brian Toye.


There may be a perfectly valid reason why these transactions were done through Harris Rodriguez rather than a direct sale by Mr Wills to Brian Toye but its worthy of investigation IMO.

[esmith3] 11/7/2014 09:09

I agree coolen.

According to the 2013 AR, director N.K.S Wills retired in December 2013 and sold his 272000 shares in March 2014 - Presumably to the mysterious Harris Rodriguez. As Wills wanted to sell, surely he would have offered them to the Toye family first, and it's hard to believe that Brian T didn't want them in March and now wants to buyout all other shareholders.

Was Harris Rodriguez set up by the Toyes as an intermediary to lower the triggering price?

[coolen] 10/7/2014 22:54

The sale to Brian Toye at 35p, which triggered the bid and set the bid price, should be checked....merely for good housekeeping.

[kneecaps2] 10/7/2014 15:52

It looks like there is nothing we can do to stop Toye ripping off shareholders.

[callumross] 09/7/2014 22:46

Absolute rip off offer and even the independent directors have to admit as such. However, nothing that can be done. That is AIM for you and family firms that treat private PI's as dirt on their shoe.

[coolen] 09/7/2014 22:37

Non Exec Directors today tell minority shareholders that the Offer is "too low and they cannot recommend it".

Note, however, a small section at the end of their Letter saying that Non-Executive Director Mr Hartley has however "...signed an irrevocable commitment to ACCEPT the Offer in respect his 232,327 Toye Shares (10.33 per cent).

What do you make of that(!) ??

[eezymunny] 17/6/2014 12:26

Formal offer

[...]

No RNS?

[coolen] 17/6/2014 12:01

I foresee the non-execs advising acceptance. threatening us with a board decision to withdraw the quote.

Of course, mis-management has nothing to do with minority holders being dividend-less for 30 years. It has been due to hot weather, cold weather, high commodity prices, low commodity prices..la,la,la.

[kneecaps2] 17/6/2014 10:23

Pity i am abroad EM i think this AGM will be fun, luckily i don't have large holding though in past year had tried to buy a sensible number leaving a limit on the board for weeks.

[eezymunny] 17/6/2014 08:19

I'm about 80% likely to attend the AGM on Thursday. If anyone has any questions they'd like me to ask do let me know...

[coolen] 16/6/2014 15:08

Under the Takeover Code, Mr Toye has to offer shareholders only the highest price he personally paid recently, ie. the price seemingly struck with Harris Rodriguez Limited.

Harris Rodriguez purchased that block on 28 March at an undisclosed price.

Did it make a profit or a thumping loss on the deal ?

If the latter, why was it thought right to pay high in March and sell low just 10 weeks later ?

Is Harris Rodriquez a long-establised company, or merely set up for this task ?

A clue may be in their contact address "[e-mail]" !

[coolen] 16/6/2014 11:53

Of course it would be wrong to speculate whether this transaction price has been manipulated lower than it should have been.