TIDMTOYE
RNS Number : 7286J
Toye & Co PLC
16 June 2014
The following amendment has been made to the 'Statement re.
Mandatory Cash Offer for the Company under Rule 9 and Rule 2.10
announcement' announcement released on 13 June 2014 at 7.00 a.m.
under RNS No 5316J.
The original announcement incorrectly referred to 'paper' rather
than 'securities exchange' in the section entitled Disclosure
requirements of the Takeover Code (the "Code") and the replacement
announcement includes a new section entitled Further Information
which includes, amongst other things, details of the Company's
website.
All other details remain unchanged.
The full amended text is shown below
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 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 website 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
MSCSFLFDMFLSEDM
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