TIDMTOYE
RNS Number : 5291W
Toye & Co PLC
29 January 2013
TOYE & CO PLC
(AIM: TOYE)
Proposed Disposal of Great Queen Street
Toye & Co plc ("Toye" or "the Company"), the manufacturer of
military and masonic regalia, medals, badges and related textiles,
announces that it had entered into a conditional agreement to
dispose of its property at 19-21 Great Queen Street to the
Developer for a maximum consideration of between GBP2.75 million
and GBP3.25 million.
In view of the size of the Disposal relative to the size of the
Company, it is a requirement of the AIM Rules that the Disposal be
approved by Shareholders at a general meeting of the Company. The
Disposal is therefore conditional on, inter alia, the passing of
the Resolution set out in the Notice as an ordinary resolution of
the Company.
A circular has today been posted to Shareholders ("the
Circular"). The purpose of the Circular is to provide the
background and reason for the Disposal and further details of the
Disposal and to set out the Directors' reasons for considering that
the Disposal is in the best interests of Toye and its Shareholders
as a whole. In addition, this document contains a notice convening
a General Meeting of the Company, to be held at 12.00 noon on 27
February 2013 at the Company's offices, 77 Warstone Lane,
Birmingham B18 6NL, at which Shareholders' approval to the
resolution necessary to implement the Disposal will be sought.
Background to and reasons for the Disposal
The Directors believe that it is important to respond to the
continuously changing requirements of its markets and the current
challenging trading environment by introducing the required
operational changes to improve performance. Of the Company's three
sites one has been occupied for over fifty years, the second for
over one hundred years and the third for over two hundred years.
During this period the world has changed significantly.
Toye has a lease for a term of 999 years from 17 August 1984 on
a significant part of a property at 19-21 Great Queen Street,
London WC2B 5BE ("the Property"), which is currently the Company's
registered office. The Property has been an increasingly expensive
and underutilised facility yet has had strategic importance in
serving the Masonic community and other markets from a recognised
address. The Directors believe that the Company will only be able
to retain and nurture its manufacturing skills by achieving
efficiencies in the manufacturing process improving working
conditions and retaining and growing its customer base by
concentrating on delivering exceptional service.
Following a recent review of the Company's property assets it
was agreed to investigate realising the value in the Property to
allow the Company to take advantage of other investment
opportunities. As a result, the Company has entered into a
conditional agreement with the Developer to dispose of the Property
for a maximum consideration of GBP3.25 million, the terms and
conditions of which are summarised below and as set out in Part II
of the Circular.
The reasons for the Disposal are, inter alia, as follows:
-- Holding the leasehold is an inefficient use of Shareholders'
funds. A very large amount of capital (approximately GBP3 million)
is tied up in the Property's shop and offices compared with the
overall capital within the business;
-- The sales office could be well serviced either from the
Midlands or a smaller less expensive London premises;
-- A proportion of the funds will be used to repay all Group
debt of approximately GBP1.5 million;
-- The Board believes the proceeds are fair as they exceed all
other offers for the purchase of the Property; and
-- The Board has considered sale and lease options and
determined that an outright sale was the best for the business.
It is not expected that Toye will be required to vacate the
Property for at least six months. During this period the Board will
assess the need for alternative premises in London.
Current trading and prospects
Trading for the year ended 31 December 2012 was in line with
management expectations as has been the start to 2013. It is not
anticipated that the Disposal will have a material impact on
trading performance although, following Completion, there will be a
cost saving of charges associated with the Property.
It remains the case that the overall economic environment, and
the markets that Toye operate in, are difficult. However, the
Company has a very long history and has seen its fair share of
challenges. The Directors are therefore confident of the Company's
ability to react to changing conditions whilst maintaining its high
standards of craftsmanship through investing in the business
following the Disposal.
Principal terms and conditions of the Disposal Agreements
Toye has entered into a conditional agreement with the Developer
to dispose of the Property for a maximum consideration of between
GBP2.75 million and GBP3.25 million, depending upon planning
consents.
There are three agreements entered into between Toye and the
Developer:
-- Loan Facility Agreement - an unconditional agreement between
(1) the Company and (2) the Developer where by the Developer has
agreed to loan Toye GBP2.5 million at an annual coupon of 3.75 per
cent. above Bank of England base rate, repayable on Completion;
-- Legal Charge - a first fixed charge over the Company's
leasehold interest in the Property; and
-- Sale Agreement - a conditional agreement between (1) the
Company and (2) the Developer for the sale of the Company's
interest in the Property with the Developer.
A more detailed summary of the material terms of each of the
Disposal Agreements is set out in the Circular.
Appointment of New Directors
Following the Company entering into the unconditional Loan
Facility Agreement and Legal Charge, Robin Edwards and Robert Luck,
both directors of the Developer, have been appointed as
non-executive directors of Toye.
Robin Warwick Edwards (aged 66)
Mr Edwards is a Chartered Accountant and a Fund Manager who for
fifteen years managed one of Europe's largest global macro funds.
More recently he has become involved as a director and shareholder
in a number of businesses, which benefit from his commercial,
financial and marketing background and expertise.
He is also a Trustee of Policy Exchange the leading political
think-tank and a director of The Queen's Club, Central London's
premier lawn tennis and rackets club. Directorships in the last
five years are as follows:
Name
---------------------------------------- ----------------------
London and Central European Investments
Limited
Cresta Homes Plc
Cresta Homes (Hoddeston) Limited
Sold Out Musical Entertainments Limited
Cresta Homes (Hayes) Limited
New Place Investments Limited
Latis Homes Limited
141 Church Road Limited
Stanborough Court Developments Limited
Palace Investments Limited
Victoria Gardens Developments Limited
10 West Borough limited
Stability Investments Limited
Ennismore Gardens Limited Resigned (2012)
Carbon Plus Capital LLP
Carbonex Capital LLP
Hemex LLP
Hemex Wind (1) Limited
Queens Club Limited
Queens Club Holdings Limited
Queens Ground Limited
Policy Exchange Limited
Ideas Space Limited
Sabre Fund Management Limited
Maxim Fund Management Limited
Eiger Capital Limited In Liquidation (2008)
Mr Edwards was a director of Eiger Capital Limited which was
placed into liquidation in October 2008. The shortfall to creditors
is approximately GBP2 million and the liquidation is ongoing.
There are no other disclosures required in accordance with
Schedule 2(g) of the AIM Rules.
Robert James Luck (aged 31)
Mr Luck is the co-founder and Chief Executive of Latis Homes
Limited, a private property development and investment company
focused on sustainable design and innovation. He has proven ability
in company and project management in the UK and overseas, and has a
particular interest in eco-housing, conservation and sustainable
development.
He has a first class degree in Architecture from the University
of Nottingham and completed the Diploma in Architecture at the
Architectural Association in London. Mr Luck has a real passion for
good design, craftsmanship and as a Birmingham man a great interest
in the manufacturing heritage of the Midlands region. Robert has
experience in many of the Company's markets through being directly
involved in several of them
Name
---------------------------------------
Stability Investments Limited
Latis Homes Limited
141 Church Road Limited
Stanborough Court Developments Limited
Latis Land Limited
Latis Limited
Webmann International Limited
There are no other disclosures required in accordance with
Schedule 2(g) of the AIM Rules.
Irrevocable undertakings
The Directors and their related parties have undertaken to vote
in favour of the resolution to approve the Disposal to be proposed
at the General Meeting, representing 1,394,693 Ordinary Shares in
issue at the date, comprising approximately 62.04 per cent. of the
Ordinary Shares.
All capitalised terms in this announcement are as defined in the
Circular which is available from the Company's website,
www.toye.com.
Contacts:
Toye & Company plc www.toye.com
Fiona Toye, Chief Executive +44 (0) 20 7242 0471
WH Ireland Limited www.wh-ireland.co.uk
Marc Davies / Mike Coe +44 (0) 117 945 3470
This information is provided by RNS
The company news service from the London Stock Exchange
END
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