Calyx Group PLC
08 June 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM 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 Calyx
announced that they had reached agreement on the terms of a recommended
acquisition by Stornoway of the entire issued and to be issued share capital of
Calyx. The Acquisition will be implemented by way of a scheme of arrangement
under Section 201 of the Companies Act.
Stornoway and Calyx announce that Stornoway is today posting a circular to Calyx
Shareholders (the 'Scheme Document') in relation to the recommended Acquisition.
The Scheme Document sets out details of various aspects of the Acquisition which
require the approval of Calyx Shareholders at two court meetings and an
extraordinary general meeting (the 'EGM') which will all take place at Crowne
Plaza Hotel Dublin Airport, Northwood Park, Santry, Dublin 9 on 2 July 2007 with
the first court meeting commencing at 11.30 am, the second court meeting
commencing at 11.45 am (or as soon thereafter as the first court meeting has
concluded or being adjourned), and the EGM commencing at 12.00 noon (or as soon
thereafter as the second court meeting has concluded or being adjourned). In
relation to the court meetings to be held on 18 July 2007, a High Court order
convening these meetings was issued on 7 June 2007.
The forms of proxy for the court meetings and the EGM relating to the
Acquisition which accompany the Scheme Document sent to Calyx Shareholders
should be returned to Computershare Investor Services (Ireland) Limited no later
than 48 hours prior to the commencement of each meeting. If the forms of proxy
for the court meetings are not lodged 48 hours prior to the commencement of the
meetings they may be handed to the chairman of the relevant court meeting before
the start of the relevant court meeting. The completion and return of a form of
proxy for any of the meetings will not prevent Calyx shareholders from attending
and 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 Limited
Jonathan Hinton
David Smith
Davy Corporate Finance +353 (0) 1 679 6363
Financial Adviser to Calyx Group plc
Ronan Godfrey
John Frain
Unless otherwise defined terms used in this announcement have the same meaning
as in the announcement of a firm intention to make the Acquisition issued by
Stornoway 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 have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Davy Corporate Finance, which is authorised in Ireland by the Financial
Regulator under the Investment Intermediaries Act 1995, is acting exclusively
for Calyx and no-one else in connection with the Acquisition and will not be
responsible to anyone other than Calyx for providing the protections afforded to
clients of Davy Corporate Finance or for providing advice in relation to the
Acquisition
Deloitte Corporate Finance is acting exclusively for Stornoway and no-one else
in connection with the Acquisition and will not regard any other person as its
client nor be responsible to anyone other than Stornoway for providing the
protections afforded to clients of Deloitte Corporate Finance nor for providing
advice in relation to the Acquisition, or any matter referred to in this
announcement. Deloitte Corporate Finance is a division of Deloitte & Touche LLP,
which is authorised and regulated by the Financial Services Authority in respect
of regulated activities.
This information is provided by RNS
The company news service from the London Stock Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
Please note, this site uses cookies. Some of the cookies are essential for parts of the site to operate and have already been set. You may delete and block all cookies from this site, but if you do, parts of the site may not work. To find out more about the cookies used on Investegate and how you can manage them, see our Privacy and Cookie Policy
To continue using Investegate, please confirm that you are a private investor as well as agreeing to our Privacy and Cookie Policy & Terms.