8th Jun 2007 12:06
Calyx Group PLC08 June 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY RESTRICTED JURISDICTION 8 June 2007 Recommended Acquisition for cash of Calyx Group plc ("Calyx") by Stornoway Limited ("Stornoway") On 25 May 2007 the Board of Stornoway and the Independent Directors of Calyxannounced that they had reached agreement on the terms of a recommendedacquisition by Stornoway of the entire issued and to be issued share capital ofCalyx. The Acquisition will be implemented by way of a scheme of arrangementunder Section 201 of the Companies Act. Stornoway and Calyx announce that Stornoway is today posting a circular to CalyxShareholders (the "Scheme Document") in relation to the recommended Acquisition. The Scheme Document sets out details of various aspects of the Acquisition whichrequire the approval of Calyx Shareholders at two court meetings and anextraordinary general meeting (the "EGM") which will all take place at CrownePlaza Hotel Dublin Airport, Northwood Park, Santry, Dublin 9 on 2 July 2007 withthe first court meeting commencing at 11.30 am, the second court meetingcommencing at 11.45 am (or as soon thereafter as the first court meeting hasconcluded or being adjourned), and the EGM commencing at 12.00 noon (or as soonthereafter as the second court meeting has concluded or being adjourned). Inrelation to the court meetings to be held on 18 July 2007, a High Court orderconvening these meetings was issued on 7 June 2007. The forms of proxy for the court meetings and the EGM relating to theAcquisition which accompany the Scheme Document sent to Calyx Shareholdersshould be returned to Computershare Investor Services (Ireland) Limited no laterthan 48 hours prior to the commencement of each meeting. If the forms of proxyfor the court meetings are not lodged 48 hours prior to the commencement of themeetings they may be handed to the chairman of the relevant court meeting beforethe start of the relevant court meeting. The completion and return of a form ofproxy for any of the meetings will not prevent Calyx shareholders from attendingand voting at the meetings in person if they wish to do so. Copies of the Scheme Document may be obtained from Calyx's Registrar,Computershare Investor Services (Ireland) Limited, PO Box 954, Heron House,Corrig Road, Sandyford Industrial Estate, Dublin 18. Enquiries: Deloitte Corporate Finance +44 (0) 20 7936 3000 Financial Adviser to Stornoway LimitedJonathan HintonDavid Smith Davy Corporate Finance +353 (0) 1 679 6363 Financial Adviser to Calyx Group plcRonan GodfreyJohn Frain Unless otherwise defined terms used in this announcement have the same meaningas in the announcement of a firm intention to make the Acquisition issued byStornoway on 25 May 2007. The directors of Stornoway, Stornoway I, Clayfox Timid and Clayfox Gilttop,acting in their capacity as such, the directors of Alchemy Partners (Guernsey),the Management Team and the Calyx Directors (together the "Responsible Parties"), accept responsibility for the information contained in this announcement.To the best of the knowledge and belief of the Responsible Parties (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. Davy Corporate Finance, which is authorised in Ireland by the FinancialRegulator under the Investment Intermediaries Act 1995, is acting exclusivelyfor Calyx and no-one else in connection with the Acquisition and will not beresponsible to anyone other than Calyx for providing the protections afforded toclients of Davy Corporate Finance or for providing advice in relation to theAcquisition Deloitte Corporate Finance is acting exclusively for Stornoway and no-one elsein connection with the Acquisition and will not regard any other person as itsclient nor be responsible to anyone other than Stornoway for providing theprotections afforded to clients of Deloitte Corporate Finance nor for providingadvice in relation to the Acquisition, or any matter referred to in thisannouncement. Deloitte Corporate Finance is a division of Deloitte & Touche LLP,which is authorised and regulated by the Financial Services Authority in respectof regulated activities. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Calnex Solutio.