RNS Number:4875Z
Calyx Group PLC
02 July 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY RESTRICTED JURISDICTION
Calyx Group plc ("Calyx" or the "Company")
Result of Court Meetings and EGM
The First Court Meeting was held on Thursday 2 July 2007 to enable Calyx
Shareholders (other than the Stornoway Class Shareholders) to consider and, if
thought fit, approve the Scheme. The resolution was decided on a poll and the
resolution proposed was passed. The number of votes for and against the
resolution were as follows:
Shares Shareholders
(either in person or by proxy)
Number % Number
%
For 31,453,240 99.99% 48
98%
Against 1,000 N/A 1
2%
The Second Court Meeting was held on Thursday 2 July 2007 to enable Stornoway
Class Shareholders to consider and, if thought fit, approve the Scheme. The
resolution was decided on a poll and the resolution proposed was passed. The
number of votes for and against the resolution were as follows:
Shares Shareholders
(either in person or by proxy)
Number % Number
%
For 21,419,738 100% 3
100%
Against - - -
-
An Extraordinary General Meeting was held on Thursday 2 July 07 and all
resolutions proposed to Calyx shareholders were duly passed. The number of
votes for and against the resolutions were as follows:
Shares Shareholders
(either in person or by proxy)
Number % Number
%
Resolution 1 - Ordinary Resolution
For 50,471,661 99.99% 48
98%
Against 1,000 N/A 1
2%
Resolution 2 - Special Resolution
For 50,471,661 99.99% 48
98%
Against 1,000 N/A 1
2%
Resolution 3 - Special Resolution
For 50,471,661 99.99% 48
98%
Against 1,000 N/A 1
2%
Resolution 4 - Ordinary Resolution
For 50,471,661 99.99% 48
98%
Against 1,000 N/A 1
2%
Resolution 5 - Simple Majority of votes cast by Independent Shareholders on a poll
For 30,333,923 99.9% 49
98%
Against 1,000 N/A 1
2%
The anticipated timeline of the remaining principal events required to implement
the Scheme is as follows:
Intended Cancellation Record Time: 6.00 pm on 17 July 2007
Intended date for Court Hearing (of the petition to sanction the 18 July 2007
Scheme):
Intended Transfer Record Time: 6.00 pm on 22 July 2007
Last day of trading of Calyx Shares on AIM and IEX: 20 July 2007
Intended Effective Date of the Scheme: 23 July 2007
Dispatch of cheques/electronic settlements (as appropriate): No later than 6 August
2007
Capitalised terms in this announcement have the same meaning as in the Scheme
Document dated 8 June 2007.
Enquiries:
Calyx Group plc: +353 (0) 1 883 5555
Gary Kennedy
Davy Corporate Finance: +353 (0) 1 679 6363
Financial Adviser to Calyx Group plc
Ronan Godfrey
John Frain
Murray Consultants: +353 (0) 1 498 0300
Public Relations adviser to Calyx Group plc
Ed Micheau
Deloitte Corporate Finance: +44 (0) 20 7936 3000
Financial Adviser to Stornoway Limited
Jonathan Hinton
David Smith
Buchanan Communications: +44 (0) 20 7466 5000
Public Relations adviser to Stornoway Limited
Tim Thompson
James Strong
The Directors of Calyx 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 take responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
This announcement is not intended to and does not constitute an offer to sell or
subscribe for or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. Any response in relation to the Acquisition should be
made only on the basis of the information in the Scheme Document or any document
by which the Acquisition and Scheme are made.
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.
The distribution of this announcement in or into certain jurisdictions may be
restricted by the laws of those jurisdictions. Accordingly, copies of this
announcement and all other documents relating to the Acquisition are not being,
and must not be, mailed or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction. Persons receiving such documents (including,
without limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the securities laws
of any such jurisdiction.
Any person who is a holder of one per cent. or more of the Calyx Shares may have
disclosure obligations under Rule 8.3 of the Takeover Rules, effective from the
date of the commencement of the offer period in respect of the Acquisition.
2 July, 2007
This information is provided by RNS
The company news service from the London Stock Exchange
END
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