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Offer for Calyx Group plc

25 May 2007 07:02

Calyx Group PLC25 May 2007 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY RESTRICTED JURISDICTION 25 May 2007 Recommended Acquisition for cash of Calyx Group plc ("Calyx") by Stornoway Limited ("Stornoway") Summary • The boards of directors of Stornoway and Calyx announce that they havereached agreement on the terms of a recommended acquisition by Stornoway of theentire issued and to be issued share capital of Calyx. It is intended that theAcquisition will be implemented by way of a scheme of arrangement under Section201 of the Companies Act. • Under the terms of the Acquisition, each holder of Cancellation Shareswill receive 101 pence in cash per Cancellation Share representing a premium ofapproximately 23.9 per cent. to the Closing Price of 81.5 pence per Calyx Shareon 12 March 2007, being the last Business Day prior to the commencement of theOffer Period. • The Acquisition values Calyx's existing issued share capital atapproximately £70.2 million. • Stornoway has been incorporated for the purpose of implementing theAcquisition. On the Effective Date, Stornoway will ultimately be owned by theAlchemy Investment Plan and the Management Team. • Maurice Healy, the Chairman and Chief Executive of Calyx, who owns19,329,799 Calyx Shares (representing 27.80 per cent. of the existing issuedshare capital of the Company), has agreed to exchange 13,530,693 of those sharesfor an investment in the Stornoway Group and the balance of his Calyx Shares forcash pursuant to the Scheme. • The Stornoway Directors believe that the Acquisition will provideCalyx with the opportunity to expand its current business, both organically andvia acquisitions, in the absence of the financial, managerial and regulatoryburden of being a publicly quoted company. • The Independent Directors of Calyx, who have been so advised by DavyCorporate Finance, consider the terms of the Acquisition to be fair andreasonable. In providing its advice, Davy Corporate Finance has taken intoaccount the commercial assessments of the Independent Directors. Accordingly,the Independent Directors intend to recommend unanimously that CalyxShareholders vote in favour of the Acquisition and the Scheme, as they haveirrevocably undertaken to do in respect of their own beneficial holdings,amounting to, in aggregate, 20,000 Calyx Shares, representing 0.03 per cent. ofthe existing issued share capital of the Company. • Stornoway has received irrevocable undertakings or letters of intentto vote in favour of the Scheme from certain institutional shareholders inrespect of, in aggregate, 16,579,124 Calyx Shares, representing approximately23.85 per cent. of the existing issued share capital of Calyx. Further detailsrelating to the irrevocable undertakings are set out in paragraph 5 of theannouncement. • The Scheme will be put to Calyx Shareholders for approval at the CourtMeetings and at the EGM. A resolution to approve the Management Arrangementsbetween the Stornoway Group and the Management Team, on which only theIndependent Shareholders will be entitled to vote, will be considered at theEGM. Such meetings, and the posting of the Scheme Document to CalyxShareholders, are expected to take place as soon as reasonably practicable. • The making of the Acquisition and the Scheme are subject to theconditions and further terms set out in Appendix 1. Deloitte Corporate Finance is acting as financial adviser to Stornoway. DavyCorporate Finance is acting as financial adviser and corporate broker to Calyx. Commenting on the Acquisition on behalf of the Management Team, Maurice Healy,Chairman of Calyx and a Director of Stornoway, said: "I am pleased we have come to an agreement to acquire the shares in Calyx andthat we have a full recommendation from the Independent Directors. Theacquisition price of 101 pence represents a healthy premium to the Calyx shareprice prior to the Company entering an offer period and provides Shareholderswith the opportunity to realise their holdings in full, for cash and free ofdealing costs. The Management Team is looking forward to taking on thechallenges that lie ahead as a private company. " Commenting on the Acquisition on behalf of the Independent Directors, GaryKennedy, Director of Calyx, said: "The Independent Directors have given this matter careful consideration. We haveconcluded that the Acquisition, which allows shareholders to realise theirholdings in full for cash, is in the best interests of Calyx Shareholders and isfair and reasonable. We will be recommending Calyx Shareholders vote in favourof the Acquisition and the Scheme." Enquiries: Deloitte Corporate Finance +44 (0) 20 7936 3000Financial Adviser to Stornoway LimitedJonathan HintonDavid Smith Buchanan Communications +44 (0) 20 7466 5000Public Relations adviser to Stornoway LimitedTim ThompsonJames Strong Calyx Group plc +353 (0) 1 883 5555Gary Kennedy Davy Corporate Finance +353 (0) 1 679 6363Financial Adviser to Calyx Group plcRonan GodfreyJohn Frain Murray Consultants +353 (0) 1 498 0300Public Relations adviser to Calyx Group plcEd Micheau This summary should be read in conjunction with the full text of the followingannouncement and the Appendices, which are part of the announcement. Appendix 2 contains source notes relating to certain information contained inthis summary and the following announcement. Certain terms used in this summaryand the following announcement are defined in Appendix 3. The directors of Stornoway, Stornoway I, Clayfox Timid and Clayfox Gilttop,acting in their capacity as such, the directors of Alchemy Partners (Guernsey),and the Management Team (together the "Responsible Parties"), acceptresponsibility for the information contained in this announcement relating toStornoway, Stornoway I, Clayfox Timid, Clayfox Gilttop, the directors of AlchemyPartners (Guernsey) and the Management Team and members of their immediatefamilies, related trusts and persons connected with them. To the best of theknowledge and belief of the Responsible Parties (who have taken all reasonablecare to ensure that such is the case), the information contained in thisannouncement for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. The Calyx Directors accept responsibility for all the information contained inthis announcement, other than information relating to Stornoway, Stornoway I,Clayfox Timid, Clayfox Gilttop, the Management Team or the directors of AlchemyPartners (Guernsey) and members of their immediate families, related trusts andpersons connected with them, and the recommendation of the Acquisition and theScheme by the Independent Directors and associated opinions. To the best of theknowledge and belief of the Calyx Directors (who have taken all reasonable careto ensure that such is the case), the information in this announcement for whichthey accept responsibility is in accordance with the facts and does not omitanything likely to affect the import of such information. The Independent Directors accept responsibility for their recommendation of theAcquisition and the Scheme and associated opinions contained in thisannouncement. To the best of the knowledge and belief of the IndependentDirectors (who have taken all reasonable care to ensure that such is the case),the information for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. This announcement is not intended to and does not constitute an offer to sell orsubscribe for or an invitation to purchase or subscribe for any securities orthe solicitation of any vote or approval in any jurisdiction pursuant to theAcquisition or otherwise. Any response in relation to the Acquisition should bemade only on the basis of the information in the Scheme Document or any documentby which the Acquisition and Scheme are made. Calyx and Stornoway urge CalyxShareholders to read the Scheme Document when it becomes available because itwill contain important information relating to the Acquisition. 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. The distribution of this announcement in or into certain jurisdictions may berestricted by the laws of those jurisdictions. Accordingly, copies of thisannouncement and all other documents relating to the Acquisition are not being,and must not be, mailed or otherwise forwarded, distributed or sent in, into orfrom any Restricted Jurisdiction. Persons receiving such documents (including,without limitation, nominees, trustees and custodians) should observe theserestrictions. Failure to do so may constitute a violation of the securities lawsof any such jurisdiction. This announcement, including information included or incorporated by referencein this announcement, may contain 'forward-looking statements' concerning theAcquisition, Calyx, Stornoway, Stornoway I, Clayfox Timid and Clayfox Gilttop.Generally, the words 'will', 'may', 'should', 'could', 'would', 'can','continue', 'opportunity', 'believes', 'expects', 'intends', 'anticipates','estimates' or similar expressions identify forward-looking statements. Theforward-looking statements involve risks and uncertainties that could causeactual results to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' abilities to control or estimate precisely, such as futuremarket conditions and the behaviours of other market participants, and thereforeundue reliance should not be placed on such statements. Neither Calyx,Stornoway, Stornoway I, Clayfox Timid nor Clayfox Gilttop assume any obligationin respect of, or intend to update these forward-looking statements, except asrequired pursuant to applicable law. This announcement is made pursuant to Rule 2.5 of the Takeover Rules. Any person who is a holder of one per cent. or more of the Calyx Shares may havedisclosure obligations under Rule 8.3 of the Takeover Rules, effective from thedate of the commencement of the offer period in respect of the Acquisition. FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY RESTRICTED JURISDICTION 25 May 2007 Recommended Acquisition for cash of Calyx Group plc ("Calyx") by Stornoway Limited ("Stornoway") 1. Introduction The Board of Stornoway and the Independent Directors of Calyx announce that theyhave reached agreement on the terms of a recommended acquisition by Stornoway ofthe entire issued and to be issued share capital of Calyx. Stornoway is acompany established for the purpose of the Acquisition. On the Effective Date,Stornoway will ultimately be owned by the Alchemy Investment Plan and certainmembers of the current Calyx management team, namely Maurice Healy (Chairman andChief Executive), Peter Jenkins (Chief Financial Officer), Gerard Coakley(Managing Director, Ireland), Andrew Mills (Managing Director, UK) and JackCunnane (Business Improvement Director). It is intended that the Acquisitionwill be implemented by way of a scheme of arrangement under Section 201 of theCompanies Act. In view of the involvement of Maurice Healy, Peter Jenkins and Gerard Coakley inthe Acquisition, and the resulting conflicts of interest, a committee of theCalyx Board, comprising the Independent Directors, has been formed and DavyCorporate Finance has been appointed to advise them in considering the terms ofthe Acquisition on behalf of Calyx Shareholders. By virtue of another conflictof interest, Judith O'Brien, a non-executive director, is not considered to beindependent for the purposes of Rule 3 of the Takeover Rules. The Independent Directors of Calyx, who have been so advised by Davy CorporateFinance, consider the terms of the Acquisition to be fair and reasonable. Inproviding its advice, Davy Corporate Finance has taken into account thecommercial assessments of the Independent Directors. Accordingly, theIndependent Directors intend to recommend unanimously that Calyx Shareholdersvote in favour of the Acquisition and the Scheme and the resolutions at theCourt Meetings and EGM, as they have irrevocably undertaken to do in respect oftheir own beneficial holdings, amounting to, in aggregate, 20,000 Calyx Shares,representing 0.03 per cent. of the existing issued share capital of the Company. The making of the Acquisition and the Scheme are subject to the conditions andfurther terms set out in Appendix 1, which will also be set out in the SchemeDocument. Certain terms used in this announcement are defined in Appendix 3. 2. Summary of the Acquisition Under the terms of the Scheme, holders of Cancellation Shares will receive: for each Cancellation Share 101 pence in cash This represents a premium of approximately 23.9 per cent. to the Closing Priceof 81.5 pence per Calyx Share on 12 March 2007, being the last Business Dayprior to the commencement of the Offer Period. The Acquisition values the existing issued share capital of the Company atapproximately £70.2 million. 3. Background to and reasons for recommending the Acquisition As part of an announcement made on 12 December 2006, Calyx issued a tradingupdate that informed the market, inter alia, that it was confident that theGroup would continue to grow substantially both into and throughout 2007, thatthere had been good trading performance from the Matrix Companies that wereacquired in June 2006 and that the results for Calyx for the year ended 31December 2006 would be marginally below current market expectations. From that date, the Calyx share price performance has been somewhatdisappointing until the announcement on 13 March 2007 that the IndependentDirectors had received a preliminary approach from Maurice Healy and certainmembers of the Company's senior management team that may or may not lead to anoffer for the Company. The Independent Directors have made concerted efforts, in these circumstances,to seek the best outcome for Calyx Shareholders. On behalf of the IndependentDirectors, Davy Corporate Finance has conducted a process of contacting otherpotential offerors for Calyx. No other proposals have been received by theCompany as at the date of this announcement. It is still possible that aproposal may emerge, and Maurice Healy has irrevocably and unconditionallyagreed with Calyx to accept any Competing Cash Offer (being, inter alia, a cashoffer at least 10 per cent. higher than 101 pence per Calyx Share) in respect ofhis Calyx Shares. The Independent Directors have concluded that although Calyx is well positionedto continue to expand both organically and by acquisition, the public capitalmarkets may not be willing to support or finance such growth at this time andthat the Calyx share price could be vulnerable in the absence of any offer beingmade. The Independent Directors believe that the Acquisition represents anattractive opportunity for Calyx Shareholders to realise a fair value for theirCalyx Shares and therefore, having been so advised by Davy Corporate Finance,consider that the terms of the Acquisition are fair and reasonable and shouldtherefore be put to Calyx Shareholders. Accordingly, the Independent Directorsintend to recommend unanimously that Calyx Shareholders vote in favour of theAcquisition and the Scheme. In providing their advice to the IndependentDirectors, Davy Corporate Finance has taken into account the commercialassessments of the Independent Directors. 4. Background to and reasons for the Acquisition Calyx Shares were admitted to AIM on 17 March 2005. The purpose of the AIMadmission was to raise the Company's profile, strengthen its balance sheet andprovide a platform to enable it to position itself as a sector innovator, expandits product and technologies portfolio, and attract new clients. Since its flotation, Calyx has made a number of acquisitions, increasing thescale of its operations and growing its revenues from €38.4 million (for theyear ended 31 December 2005) to €88.5 million (for the year ended 31 December2006). The Stornoway Directors, including the founding director of Calyx, MauriceHealy, intend to pursue the Company's strategy of expansion via a mixture oforganic growth and acquisitions but believe that it is more appropriate forCalyx to pursue these plans under private ownership. Completion of theAcquisition will release Calyx from the costs and obligations associated with apublic listing and will allow Calyx to develop and grow its business for thebenefit of its employees and clients, free from the short-term pressures thatcan adversely affect public companies. In particular, growth by way ofacquisitions should be accelerated since the private equity partner will be ableto make a rapid assessment of risk and therefore in theory provide the Companywith access to significant levels of equity and debt capital. It is the intention of the Stornoway Directors to continue the business of Calyxbroadly in the manner in which it currently exists and Stornoway will bring tobear the necessary expertise and financial resources to invest in the businessin order to achieve its aims. The Acquisition represents an opportunity for Calyx Shareholders to realisetheir entire investment in Calyx for cash (without incurring dealing charges) ata price which represents a premium of approximately 23.9 per cent. to theClosing Price of 81.5 pence per Calyx Share on 12 March 2007, being the lastBusiness Day prior to the commencement of the Offer Period. 5. Irrevocable undertakings Stornoway has received irrevocable undertakings to vote, or procure a vote, infavour of the Scheme in respect of a total of 23,086,596 Calyx Sharesrepresenting, in aggregate, 100.00 per cent. of the existing issued sharecapital of Calyx entitled to vote at the Court Meeting for Stornoway ClassShareholders. Stornoway has received irrevocable undertakings or letters of intent to vote, orprocure a vote, in favour of the Scheme in respect of a total of 17,417,063Calyx Shares representing, in aggregate, 37.50 per cent. of the existing issuedshare capital of Calyx entitled to vote at the Court Meeting for CalyxShareholders other than Stornoway Class Shareholders. Stornoway has received irrevocable undertakings or letters of intent to vote, orprocure a vote, in favour of the resolutions to be proposed at the EGM (otherthan the Rule 16 Resolution) in respect of a total of 40,503,659 Calyx Sharesrepresenting, in aggregate, 58.26 per cent. of the existing issued share capitalof Calyx entitled to vote on those resolutions. Stornoway has received irrevocable undertakings or letters of intent to vote, orprocure a vote, in favour of the Rule 16 Resolution at the EGM in respect of atotal of 20,331,921 Calyx Shares representing, in aggregate, 41.20 per cent. ofthe existing issued share capital of Calyx held by the Independent Shareholders,who are the only Calyx Shareholders entitled to vote on the Rule 16 Resolution. Of these totals: Calyx Directors • Stornoway has received irrevocable undertakings to vote in favour ofthe Acquisition, the Scheme and the resolutions to be proposed at the EGM(including the Rule 16 Resolution) in respect of the entire beneficial holdingsof all of the Independent Directors, amounting in aggregate to 20,000 CalyxShares, representing 0.03 per cent. of the existing issued share capital ofCalyx; and • Stornoway has received irrevocable undertakings to vote in favour ofthe Acquisition, the Scheme and the resolutions to be proposed at the EGM(including the Rule 16 Resolution) in respect of the entire beneficial holdingof Judith O'Brien, amounting in aggregate to 817,939 Calyx Shares, representing1.18 per cent. of the existing issued share capital of Calyx. Stornoway Class Shareholders • Stornoway has received irrevocable undertakings to vote in favour ofthe Acquisition and the Scheme at the Court Meeting at which they are entitledto vote, and in favour of the resolutions at the EGM on which they are entitledto vote (being all of the resolutions other than the Rule 16 Resolution), fromthe Management Team in respect of 20,171,738 Calyx Shares, representing 29.01per cent. of the existing issued share capital of Calyx; and • Stornoway has received an irrevocable undertaking from Anglo IrishBank Corporation plc to vote in favour of the Acquisition and the Scheme at theCourt Meeting at which Anglo Irish Bank Corporation plc is entitled to vote, andin favour of the resolutions to be proposed at the EGM (including the Rule 16Resolution), in respect of 2,914,858 Calyx Shares, representing 4.19 per cent.of the existing issued share capital of Calyx. The Stornoway Class Shareholders' Calyx Shares will not be permitted to be votedat the same Court Meeting at which other shareholders vote. The ManagementTeam's Calyx Shares cannot be voted in favour of the Rule 16 Resolution at theEGM. Maurice Healy's irrevocable undertaking is subject to the terms of anundertaking he has given to Calyx that requires him to accept a Competing CashOffer for Calyx in respect of his Calyx Shares. All of the irrevocable undertakings from the Calyx Directors and Stornoway ClassShareholders cease to be binding if Stornoway announces that it will not proceedto make the Acquisition, or the Scheme Document has not been posted by thetwenty-eighth day after the date of this announcement (or such later date asStornoway and Calyx may agree, with the consent of the Panel), or the Schemedoes not become effective by 30 September 2007 (or such later date as Stornowayand Calyx may, with the consent of the Panel, agree and the High Court mayallow), or the Scheme fails to become effective or is withdrawn. In addition,the irrevocable undertaking relating to Anglo Irish Bank plc will cease to bebinding if a higher competing offer for Calyx is announced which is at least 10per cent. higher than 101 pence per Calyx Share. Other Calyx Shareholders • Stornoway has received irrevocable undertakings to vote in favour ofthe Acquisition, the Scheme and the resolutions to be proposed at the EGM(including the Rule 16 Resolution) from Gartmore Investment Management Limitedand Focus Investment Group in respect of their aggregate holdings of 15,404,124Calyx Shares, representing 22.16 per cent. of the existing issued share capitalof Calyx; and • Stornoway has received non-binding letters of intent to vote in favourof the Acquisition, the Scheme and the resolutions to be proposed at the EGM(including the Rule 16 Resolution) from the Universities Superannuation SchemeLimited in respect of 1,175,000 Calyx Shares, representing 1.69 per cent. of theexisting issued share capital of Calyx. The irrevocable undertakings relating to Gartmore Investment Management Limitedand Focus Investment Group cease to be binding if a higher competing offer forCalyx is announced which is at least 10 per cent. higher than 101 pence perCalyx Share or Stornoway announces that it will not proceed to make theAcquisition, or the Scheme Document has not been posted by the twenty-eighth dayafter the date of this announcement (or such later date as Stornoway and Calyxmay agree, with the consent of the Panel), or the Scheme does not becomeeffective by 30 September 2007 (or such later date as Stornoway and Calyx may,with the consent of the Panel, agree and the High Court may allow), or theScheme fails to become effective or is withdrawn. 6. Information on the Calyx Group Calyx is one of the largest single-source providers of networked IT services inboth the United Kingdom and Ireland. The Calyx Group provides its customers withfully managed, end-to-end solutions in data, voice, security, systemsintegration, applications, IP and carrier services. Headquartered in Dublin andwith offices in Cork and Limerick in Ireland, and in Hook, Rainford, EastGrinstead, Swindon and Richmond in the UK, Calyx employs approximately 500people. In its unaudited preliminary results for the year ended 31 December 2006, theCalyx Group reported a 130 per cent. increase in turnover to €88.5 million from€38.4 million in the prior year and a 147 per cent. increase in group operatingprofit before goodwill amortisation and exceptional items to €9.4 million from€3.8 million in the prior year. As at 31 December 2006, the Calyx Group hadconsolidated net assets of €44.7 million (31 December 2005: €11.6 million). 7. Information on the Stornoway Group The Stornoway Group comprises Stornoway, Stornoway I (parent company ofStornoway), Clayfox Timid (parent company of Stornoway I) and Clayfox Gilttop(parent company of Clayfox Timid). All the companies in the Stornoway Group arerecently incorporated companies established on behalf of the Management Team andAlchemy Partners (Guernsey) for the purpose of the Acquisition. The directors of Stornoway and Stornoway I are Maurice Healy, Martin Bolland andGerard Coakley. The directors of Clayfox Timid and Clayfox Gilttop are MauriceHealy, Martin Bolland and Eric Lakin. Immediately following the Scheme becoming effective, the ordinary shares ofClayfox Gilttop will be held as to 20.0 per cent. by the Management Team(including Maurice Healy), a further 20.8 per cent. by Maurice Healy and 59.2per cent. by the Alchemy Investment Plan. The Stornoway Group is being financed by £0.50 million of ordinary shares ofClayfox Gilttop to be subscribed by members of the Management Team, £0.52million of ordinary shares of Clayfox Gilttop and £13.15 million of redeemablepreference shares of Clayfox Timid to be subscribed by Maurice Healy pursuant tothe Acquisition, £1.48 million of ordinary shares of Clayfox Gilttop and £37.39million of loan notes in Clayfox Timid to be subscribed by the AlchemyInvestment Plan and £65.23 million of senior debt and mezzanine finance to beprovided by Anglo Irish Bank Corporation plc. To date, the Stornoway Group has neither traded nor engaged in any activities,other than those incidental to the incorporation of its constituent companiesand the Acquisition. 8. Information relating to Alchemy Partners Alchemy Partners is a private equity advisory business established on 20 January1997 which provides investment advice to Alchemy Partners (Guernsey). Alchemy Partners (Guernsey) is a registered Guernsey company which manages theAlchemy Investment Plan and carries out investments based on recommendations putforward by Alchemy Partners. Alchemy Partners (Guernsey) considers allrecommendations and is solely responsible for the final decision to invest. Investors in the Alchemy Investment Plan include major banking institutions,pension funds and a number of private individuals. The Alchemy Investment Plancomprises a series of limited partnerships, in aggregate committed to investing£400 million per annum. In addition, it includes investments from the individualmembers of Alchemy Partners. The Alchemy Investment Plan has invested or committed to invest approximately£1.8 billion into other investments since 1997. No investments made on behalf of the Alchemy Investment Plan prior to theAcquisition have any known connections with Calyx and none of the directors ofAlchemy Partners (Guernsey) have any prior interest in Calyx. 9. Financing the Acquisition The cash payable to Calyx Shareholders under the terms of the Scheme will befunded using a mixture of the equity subscriptions and debt facilities describedin paragraph 7 above. Full implementation of the Acquisition and the Scheme would result in maximumcash payment of approximately £57.4 million being made to Calyx Shareholders andCalyx Optionholders. Deloitte Corporate Finance is satisfied that the necessary cash resources areavailable to Stornoway to enable it to satisfy in full the consideration payableto Calyx Shareholders under the terms of the Scheme and to Calyx Optionholders. 10. Management Arrangements and the Rule 16 Resolution It is intended that, in place of approximately £19.52 million in cash whichwould be realised by Maurice Healy pursuant to the terms of the Acquisition ifall of his Calyx Shares were treated as Cancellation Shares, 13,530,693 of MrHealy's Calyx Shares will be treated as Exchange Shares, 514,851 of which willbe transferred to Clayfox Gilttop and 13,015,842 will be transferred to ClayfoxTimid pursuant to the Scheme. As a result Mr Healy will receive 520,000 ordinaryshares issued by Clayfox Gilttop and 13,146,000 redeemable preference sharesissued by Clayfox Timid. The balance of Mr Healy's Calyx Shares, being 5,799,106 Calyx Shares, as well asall of the Calyx Shares held by other members of the Management Team will betreated as Cancellation Shares, save for any Calyx Shares issued pursuant to theexercise of Calyx Share Options after the date on which the Scheme is sanctionedby the High Court and prior to the Scheme Record Time which will be transferredto Stornoway in exchange for cash. In addition, the members of the Management Team (including Maurice Healy) haveagreed to subscribe in cash for an aggregate of £0.50 million worth of ordinaryshares in Clayfox Gilttop. A proportion of those ordinary shares to be issued toMaurice Healy will be transferred to senior executives of Calyx (other than theManagement Team) at cost following completion of the Acquisition. All members of the Management Team intend to accept the offers to be made toCalyx Optionholders. Following the Scheme becoming effective the Management Team will have thefollowing interests in the ordinary shares of Clayfox Gilttop: Percentage interest in Clayfox GilttopMaurice Healy 30.8%Peter Jenkins 4.0%Ger Coakley 2.0%Andy Mills 2.0%Jack Cunnane 2.0%Total 40.8% The balance of the ordinary shares in Clayfox Gilttop will be held by theAlchemy Investment Plan, through its nominee, Alchemy Partners Nominees Limited. Upon the Scheme becoming effective, the Management Team will enter into newservice agreements with Clayfox Gilttop, further details of which will be setout in the Scheme Document. In addition, under the Shareholders' Agreement, theManagement Team is giving certain warranties to Alchemy Partners (Guernsey), andthe parties thereto have certain rights and obligations in relation to transfersof shares, certain types of transactions and other matters customarily includedin such agreements. Rule 16 of the Takeover Rules provides that, except with the consent of thePanel, an offeror or persons acting in concert with an offeror may not makearrangements with shareholders and may not deal, or enter into arrangements todeal, in shares of the offeree company or enter into arrangements which involvean acceptance of an offer either during an offer period or when an offer isreasonably in contemplation if there are favourable conditions attached whichare not being extended to all shareholders. In relation to the agreements and other arrangements between the Stornoway Groupand the Management Team as described above, the Panel has agreed, subject to theRule 16 Resolution (formal notice of which will be set out in the SchemeDocument) being passed on a poll of the Independent Shareholders at the EGM (orat any adjournment thereof), to permit the Management Arrangements to beimplemented. The Management Team (to the extent that they are Calyx Shareholders) will not beentitled to vote on the Rule 16 Resolution. Davy Corporate Finance, which is acting as financial adviser to the IndependentDirectors, considers the terms of the Management Arrangements to be fair andreasonable as respects the interests of the Calyx Shareholders generally. 11. Management and employees The Board of Stornoway attaches great importance to the skills and experience ofthe management and employees of Calyx. The Board of Stornoway has providedassurances to the Independent Directors that, upon the Scheme becomingeffective, the existing employment rights of all employees of Calyx, includingpension rights, will be fully safeguarded. Stornoway has confirmed that the existing senior management team of Calyx willremain in place and that it has no current intention to change the day-to-dayoperations or locations of the business. Stornoway has also confirmed that it iscommitted to developing Calyx's business in Ireland and the United Kingdom, bothorganically and potentially through further acquisitions. The non-executive directors of Calyx have agreed to resign subject to, and witheffect from, the Scheme becoming effective. The Independent Directors will notreceive any compensation for loss of office other than payment in full of theirfees for the notice periods under their respective terms of engagement. The Independent Directors, in their discussions with Stornoway, have no reasonto believe that Stornoway's intentions would prejudice Calyx's employees and arecomforted that Stornoway has no current plans to alter existing arrangementswith employees or to change the locations of the Company's places of business. 12. Expenses reimbursement, exclusivity and implementation agreements Calyx has entered into the Expenses Reimbursement Agreement with AlchemyPartners (Guernsey) and the Management Team dated 9 May 2007, the terms of whichhave been approved by the Panel. Under the Expenses Reimbursement Agreement,Calyx has agreed to pay specific quantifiable third party costs and expensesincurred by Stornoway and/or by the Management Team and/or Alchemy Partners(Guernsey) in connection with the Acquisition in the circumstances outlinedbelow. The liability of Calyx to pay these amounts is limited to a maximumamount equal to one per cent. of the Cash Consideration multiplied by the numberof Calyx Shares in issue. The circumstances in which such payment will be madeare: a) if the Independent Directors, or any of them, withdraw or adverselymodify their recommendation of the Acquisition or recommend (or indicate orannounce an intention to recommend) any third party transaction; or b) if, as a result of the act of an act of omission of Calyx, the SchemeDocument is not posted to Calyx Shareholders within 28 days of the issue of thisannouncement or Calyx withdraws the Scheme or materially alters any terms of theScheme or takes or omits any actions to prevent Calyx Shareholders voting at anymeetings to approve the Scheme; or c) if the Acquisition lapses or (with the consent of Calyx) is withdrawnor does not become effective, and, prior to this occurring, a transaction isannounced by a third party that subsequently becomes effective or unconditional. Davy Corporate Finance, the independent financial adviser to the IndependentDirectors, has confirmed in writing to the Panel that, in the opinion of theIndependent Directors and Davy Corporate Finance, in the context of theAcquisition, the Expenses Reimbursement Agreement is in the best interests ofCalyx Shareholders. Calyx has also entered into an exclusivity agreement with Alchemy Partners(Guernsey) and the Management Team dated 9 May 2007 whereby it has acceptedcertain restrictions on its ability to canvas, solicit or engage with otherpotential offerors. Calyx and Stornoway have entered into the Implementation Agreement dated 24 May2007, which contains certain assurances in relation to the implementation of theScheme. Further information regarding the Implementation Agreement will be setout in the Scheme Document. 13. Calyx Share Option Schemes As at the close of business on the Latest Practicable Date, the following CalyxShare Options had been granted to members of the Management Team and remainedexercisable under the Calyx Share Option Schemes: Name Date of grant Price Exercisable From Exercisable Number of (pence) Until Calyx Share Options Maurice Healy 01/11/2006 90 01/11/2006 31/10/2009 500,000Ger Coakley 17/03/2005 55 17/03/2005 16/03/2008 147,250 01/11/2006 90 01/11/2006 31/10/2009 102,750Peter Jenkins 01/11/2006 90 01/11/2006 31/10/2009 300,000Andy Mills 01/11/2006 90 01/11/2006 31/10/2009 200,000Jack Cunnane 01/11/2006 90 01/11/2006 31/10/2009 100,000 Participants in the Calyx Share Option Schemes will be contacted regarding theeffect of the Scheme on their rights under these schemes and appropriateproposals will be made to such participants in due course. 14. Disclosure of interests in Calyx As at the close of business on the Latest Practicable Date, the followingmembers of the Management Team owned or controlled the following Calyx Shares: Calyx Shares Maurice Healy 19,329,799Ger Coakley 817,939Andy Mills 24,000 Save as disclosed in this paragraph 14 and the Calyx Share Options disclosed inparagraph 13, neither Stornoway, nor, so far as Stornoway is aware, any personacting in concert with Stornoway owns or controls any Calyx Shares or securitiesconvertible or exchangeable into Calyx Shares or any rights to subscribe for orpurchase, or holds any options in respect of, or derivatives referenced to, anysuch shares on behalf of Stornoway ("Calyx Securities") nor does any such personhave any Arrangement in relation to Calyx Securities. 15. The Acquisition and the Scheme The Acquisition will be effected by means of a scheme of arrangement betweenCalyx and Calyx Shareholders (subject to the approval of the High Court) underSection 201 of the Companies Act. If the Scheme becomes effective, all the Cancellation Shares will be cancelledpursuant to Sections 72 and 74 of the Companies Act. Calyx will then issue newCalyx Shares to Stornoway in place of the Calyx Shares cancelled pursuant to theScheme and Stornoway will pay the Cash Consideration payable to the holders ofCancellation Shares pursuant to the Acquisition to former Calyx Shareholders. Inaddition, if the Scheme becomes effective, redeemable preference shares will beissued by Clayfox Timid, and ordinary shares will be issued by Clayfox Gilttop,to Maurice Healy, in consideration for the transfer of the Exchange Shares toClayfox Timid and Clayfox Gilttop. Exchange Shares issued pursuant to theexercise of Calyx Share Options will be transferred to Stornoway in exchange forcash. As a result of these arrangements, all of Calyx's issued share capitalwill be owned by Stornoway, Clayfox Timid and Clayfox Gilttop after the Schemebecomes effective. To become effective, the Scheme requires, amongst other things, the approval atthe Court Meetings of a majority in number of Calyx Shareholders, present andvoting either in person or by proxy, representing three-fourths (75 per cent.)or more in value of the Calyx Shares held by such holders, as well as theapproval by Calyx Shareholders of resolutions relating to the implementation ofthe Scheme at an EGM to be held directly after the Court Meetings. There will betwo Court Meetings: the Stornoway Class Shareholders will vote at the second,and all other Calyx Shareholders will vote at the first. A separate CourtMeeting is required for the Stornoway Class Shareholders because their interestin the outcome of the Scheme differs from that of other Calyx Shareholders. TheStornoway Class Shareholders comprise the members of the Management Team who areCalyx Shareholders and Anglo Irish Bank Corporation plc (debt provider to theStornoway Group as described in paragraph 7 of this announcement) in respect ofthe Calyx Shares it holds as principal. Assuming the necessary approvals from the Calyx Shareholders have been obtainedand all conditions have been satisfied or (where applicable) waived, the Schemewill become effective upon delivery to the Registrar of Companies of a copy ofthe Court Order of the High Court sanctioning the Scheme together with theminute required by Section 75 of the Companies Act and registration of suchorder by him. The Acquisition is conditional on the Scheme becoming effective. The conditionsto the Acquisition and the Scheme are set out in full in Appendix I of thisannouncement. The implementation of the Scheme is conditional, amongst otherthings, upon: • the Scheme becoming effective by not later than 30 September 2007 orsuch later date as Stornoway and Calyx may, with the consent of the Panel, agreeand the High Court may allow, failing which the Scheme will lapse; • the approval of the Scheme, by a majority in number representingthree-fourths or more in value of the holders of Calyx Shares present and votingeither in person or by proxy, at the Court Meetings (or at any adjournment ofsuch meeting); • the passing of such resolutions in connection with and/or as arerequired to approve or implement the Scheme at the Extraordinary GeneralMeeting; • the sanction of the Scheme and confirmation of the reduction ofcapital involved therein by the High Court and the delivery of an office copy ofthe Court Order and the minute required by Section 75 of the Companies Act tothe Registrar of Companies and the registration of such Court Order by him; and • the conditions that are not otherwise identified above being satisfiedor waived on or before the sanction of the Scheme by the High Court pursuant toSection 201 of the Companies Act. The Scheme Document, containing further information relating to theimplementation of the Scheme, the full terms and conditions of the Scheme, andthe notices of the Court Meetings to be convened by direction of the High Courtand the separate Extraordinary General Meeting required to approve the Scheme,will be posted as soon as reasonably practicable, and in any event within 28days of the date of this announcement, to Calyx Shareholders and, forinformation only, to Calyx Optionholders. The Scheme Document will also includedetails of the expected timetable for implementation of the Scheme and willspecify the actions to be taken by Calyx Shareholders. It is expected that theAcquisition and Scheme will become effective during the course of July 2007. Upon the Scheme becoming effective, it will be binding on all CalyxShareholders, irrespective of whether or not they attended or voted at the CourtMeetings or the EGM. 16. Cancellation of admission to AIM and the IEX It is intended that, prior to and subject to the Scheme becoming effective, andsubject to any applicable requirements of the Irish Stock Exchange and theLondon Stock Exchange, Stornoway will procure that Calyx applies forcancellation of the admission to trading of Ordinary Shares on the markets ofIEX and AIM with effect from the Effective Date. The last day of dealing inOrdinary Shares on IEX and AIM will be the last Business Day before theEffective Date. On the Effective Date, share certificates in respect of the Calyx Shares willcease to be valid and should be destroyed. In addition, entitlements to CalyxShares held within the CREST system will be cancelled on the Effective Date. Itis also proposed that, following the Effective Date and after the Calyx Sharesare delisted, Calyx will be re-registered as a private limited company. 17. General Stornoway reserves the right to elect to implement the acquisition of the Sharesby way of a takeover offer. In such event, the takeover offer will beimplemented on terms which are in all material respects at least as favourableto Calyx Shareholders as those which would otherwise have applied under theScheme (subject to appropriate amendments). The Acquisition and Scheme will be made subject to the conditions and furtherterms set out in Appendix I and to be set out in the Scheme Document. The SchemeDocument will include full details of the Acquisition and Scheme and theexpected timetable and will be accompanied by the appropriate forms of proxy.These will be despatched to Calyx Shareholders and, for information only, toCalyx Optionholders, in due course. The Acquisition and Scheme will be governedby the laws of Ireland and will be subject to the applicable requirements of theTakeover Rules, the Irish Stock Exchange, the London Stock Exchange, andapplicable laws. The bases and sources of certain financial information contained in thisannouncement are set out in Appendix 2. Certain terms used in this announcementare defined in Appendix 3. This announcement is being made pursuant to Rule 2.5 of the Takeover Rules. Enquiries: Deloitte Corporate Finance +44 (0) 20 7936 3000Financial Adviser to Stornoway LimitedJonathan HintonDavid Smith Buchanan Communications +44 (0) 20 7466 5000Public Relations adviser to Stornoway LimitedTim ThompsonJames Strong Calyx Group plc +353 (0) 1 883 5555Gary Kennedy Davy Corporate Finance +353 (0) 1 679 6363Financial Adviser to Calyx Group plcRonan GodfreyJohn Frain Murray Consultants +353 (0) 1 498 0300Public Relations adviser to Calyx Group plcEd Micheau The directors of Stornoway, Stornoway I, Clayfox Timid and Clayfox Gilttop,acting in their capacity as such, the directors of Alchemy Partners (Guernsey),and the Management Team (together the "Responsible Parties"), acceptresponsibility for the information contained in this announcement relating toStornoway, Stornoway I, Clayfox Timid, Clayfox Gilttop, the directors of AlchemyPartners (Guernsey) and the Management Team, and members of their immediatefamilies, related trusts and persons connected with them. To the best of theknowledge and belief of the Responsible Parties (who have taken all reasonablecare to ensure that such is the case), the information contained in thisannouncement for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. The Calyx Directors accept responsibility for all the information contained inthis announcement, other than information relating to Stornoway, Stornoway I,Clayfox Timid, Clayfox Gilttop, the Management Team or the directors of AlchemyPartners (Guernsey) and members of their immediate families, related trusts andpersons connected with them, and the recommendation of the Acquisition and theScheme by the Independent Directors and associated opinions. To the best of theknowledge and belief of the Calyx Directors (who have taken all reasonable careto ensure that such is the case), the information in this announcement for whichthey accept responsibility is in accordance with the facts and does not omitanything likely to affect the import of such information. The Independent Directors accept responsibility for their recommendation of theAcquisition and the Scheme and associated opinions contained in thisannouncement. To the best of the knowledge and belief of the IndependentDirectors (who have taken all reasonable care to ensure that such is the case),the information for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. This announcement is not intended to and does not constitute an offer to sell orsubscribe for or invitation to purchase or subscribe for any securities or thesolicitation of any vote or approval in any jurisdiction pursuant to theAcquisition or otherwise. Any response in relation to the Acquisition should bemade only on the basis of the information in the Scheme Document or any documentby which the Acquisition and Scheme are made. Calyx and Stornoway urge CalyxShareholders to read the Scheme Document when it becomes available because itwill contain important information relating to the Acquisition. 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 Offer, or any matter referred to in this announcement.Deloitte Corporate Finance is a division of Deloitte & Touche LLP, which isauthorised and regulated by the Financial Services Authority in respect ofregulated activities. The distribution of this announcement in or into certain jurisdictions may berestricted by the laws of those jurisdictions. Accordingly, copies of thisannouncement and all other documents relating to the Acquisition are not being,and must not be, mailed or otherwise forwarded, distributed or sent in, into orfrom any Restricted Jurisdiction. Persons receiving such documents (including,without limitation, nominees, trustees and custodians) should observe theserestrictions. Failure to do so may constitute a violation of the securities lawsof any such jurisdiction. This announcement, including information included or incorporated by referencein this announcement, may contain 'forward-looking statements' concerning theAcquisition, Calyx, Stornoway, Stornoway I, Clayfox Timid and Clayfox Gilttop.Generally, the words 'will', 'may', 'should', 'could', 'would', 'can','continue', 'opportunity', 'believes', 'expects', 'intends', 'anticipates','estimates' or similar expressions identify forward-looking statements. Theforward-looking statements involve risks and uncertainties that could causeactual results to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' abilities to control or estimate precisely, such a futuremarket conditions and the behaviours of other market participants, and thereforeundue reliance should not be placed on such statements. Neither Calyx,Stornoway, Stornoway I, Clayfox Timid nor Clayfox Gilttop assume any obligationin respect of, or intend to update these forward-looking statements, except asrequired pursuant to applicable law. Any person who is a holder of one per cent. or more of the Calyx Shares may havedisclosure obligations under Rule 8.3 of the Takeover Rules, effective from thedate of the commencement of the offer period in respect of the Acquisition. APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION AND SCHEME The Acquisition and Scheme comply with the Takeover Rules and, where relevant,the IEX Rules and AIM Rules and are subject to the terms and conditions set outin this document. The Acquisition and Scheme are governed by laws of Ireland andsubject to the exclusive jurisdiction of the courts of Ireland, whichexclusivity shall not limit the right to seek provisional or protective reliefin the courts of another State during or after any substantive proceedings havebeen instituted in Ireland, nor shall it limit the right to bring enforcementproceedings in another State on foot of an Irish judgment. 1. The Acquisition will be conditional upon the Schemebecoming effective and unconditional by not later than 30 September 2007 (orsuch lesser period as may be required by the Panel, or such later date asStornoway and Calyx may, with the consent of the Panel, agree and the Court mayallow). The Scheme will be conditional upon: (i) the approval of the Scheme by a majority in number representingthree-fourths or more in value of the holders of Calyx Shares at the VotingRecord Time, present and voting either in person or by proxy, at the CourtMeetings (or at any adjournment of such meetings); (ii) such resolution(s) in connection with and/or required to approveor implement the Scheme and set out in the notice convening the ExtraordinaryGeneral Meeting being duly passed by the requisite majority at the ExtraordinaryGeneral Meeting (or at any adjournment of such meeting) including, for theavoidance of doubt, the Rule 16 Resolution; and (iii) the sanction (with or without modification) of the Scheme and theconfirmation of the reduction of capital involved therein by the Court andoffice copies of the Court Orders and the minute required by section 75 of theCompanies Act in respect of the reduction, being delivered for registration tothe Registrar of Companies and registration of the Court Order and minuteconfirming the reduction of capital involved in the Scheme by the Registrar ofCompanies. 2. Calyx and Stornoway have agreed that, subject to paragraph3 of this Appendix I, the Acquisition will also be conditional upon thefollowing matters having been satisfied or waived on or before the sanction ofthe Scheme by the High Court pursuant to Section 201 of the Companies Act: (a) To the extent that Part 3 of the Competition Act 2002 (the "Act") is applicable to the Acquisition: (i) the Competition Authority referred to in Section 29 of the Act(the "Authority") having, in accordance with Section 21(2)(a) of the Act,informed Calyx and Stornoway that the Acquisition may be put into effect; or (ii) the period specified in Section 21(2) (as may be extended underSection 21(4) of the Act), of the Act having elapsed without the Authorityhaving informed Calyx and Stornoway of the determination (if any) which it hasmade under Section 21(2) of the Act; or (iii) the Authority, having informed Calyx and Stornoway that it hasbeen determined under Section 22(3)(a) of the Act that the Acquisition my be putinto effect; or (iv) the Authority, having informed Calyx and Stornoway that it hasdetermined under Section 22(3)(c) of the Act that the Acquisition may be putinto effect subject to conditions specified by the Authority being complied withand such conditions not being, in the reasonable opinion of Stornoway, of amaterial nature in the context of the Acquisition or the business of Calyx; or (v) the period of four months after the appropriate date (as definedin Section 19(6) of the Ac) having elapsed without the Authority having made adetermination under Section 22(3) of the Act in relation to the Acquisition. (b) no central bank, government or governmental,quasi-governmental, supranational, statutory, regulatory or investigative body,including any national anti-trust or merger control authorities, court,tribunal, trade agency, professional association, environmental body, anyanalogous body whatsoever or tribunal in any jurisdiction (each a "Third Party")having decided to take, institute or implement any action, proceeding, suit,investigation, enquiry or reference or having made, proposed or enacted anystatute, regulation or order or having withheld any consent or having done ordecided to do anything which would or might reasonably be expected to: (i) make the Acquisition or its implementation, or theacquisition or the proposed acquisition by Stornoway of any shares in, orcontrol of, Calyx, or any of the material assets of Calyx void, illegal orunenforceable under the laws of any jurisdiction, or otherwise, directly orindirectly, restrain, revoke, prohibit, materially restrict or materially delaythe same or impose additional or different conditions or obligations withrespect thereto (except for conditions or obligations that would not be material(in value terms or otherwise) in the context of the Wider Calyx Group taken as awhole) or otherwise challenge or interfere therewith (except where the result ofsuch challenge or interference would not have, or would not reasonably beexpected to have, a material adverse effect on the Wider Calyx Group taken as awhole); (ii) result in a material delay in the ability of Stornoway, orrender Stornoway unable, to acquire some or all of the Calyx Shares or require adivestiture by any member of the Wider Stornoway Group of any shares in Calyx; (iii) (except where the consequences thereof would not bematerial (in value terms or otherwise) in the context of the Wider Calyx Grouptaken as a whole) require, prevent or delay the divestiture by any member of theStornoway Group or by any member of the Wider Calyx Group of all or any portionof their respective businesses, assets (including, without limitation, theshares or securities of any other member of the Calyx Group) or property or(except where the consequences thereof would not be material (in value terms orotherwise) in the context of the Wider Calyx Group taken as a whole) impose anylimitation on the ability of any of them to conduct their respective businesses(or any of them) or own their respective assets or properties or any partthereof; (iv) impose any material limitation on or result in a materialdelay in the ability of Stornoway to acquire, or to hold or to exerciseeffectively, directly or indirectly, all or any rights of ownership of shares(or the equivalent) in, or to exercise voting or management control over, Calyxor any member of the Wider Calyx Group which is material in the context of theWider Calyx Group taken as a whole or (except where the consequences thereofwould not be material (in value terms or otherwise) in the context of the WiderCalyx Group taken as a whole) on the ability of any member of the Wider CalyxGroup to hold or exercise effectively, directly or indirectly, rights ofownership of shares (or the equivalent) in, or to exercise rights of voting ormanagement control over, any member of the Wider Calyx Group which is materialin the context of the Wider Calyx Group taken as a whole; (v) (except where the consequences thereof would not be material(in value terms or otherwise) in the context of the Wider Calyx Group, taken asa whole) require any member of the Wider Stornoway Group or any member of theWider Calyx Group to acquire or offer to acquire any shares or other securities(or the equivalent) in, or any interest in any asset owned by, any member of theWider Calyx Group owned by any third party; (vi) impose any limitation on the ability of any member of theCalyx Group to integrate or co-ordinate its business, or any part of it, withthe businesses of any member of the Wider Calyx Group (except where theconsequences thereof would not be material (in value terms or otherwise) in thecontext of the Wider Calyx Group taken as a whole); (vii) result in any member of the Wider Calyx Group ceasing to beable to carry on business in any jurisdiction in which it presently does so(except where the consequences thereof would not be material (in value terms orotherwise) in the context of the Wider Calyx Group taken as a whole); (viii) cause any member of the Wider Calyx Group to cease to beentitled to any Authorisation (as defined in paragraph (c) below) used by it inthe carrying on of its business (except where the consequences thereof would notbe material (in value terms or otherwise) in the context of the Wider CalyxGroup, taken as a whole); or (ix) otherwise materially adversely affect the business, profits,assets, liabilities, financial or trading position of any member of the WiderCalyx Group (except where the consequences thereof would not be material (invalue terms or otherwise) in the context of the Wider Calyx Group taken as awhole); (c) all necessary notifications and filings having been made,all necessary waiting and other time periods (including any extensions thereof)under any applicable legislation or regulation of any jurisdiction in whichCalyx or any subsidiary or subsidiary undertaking of Calyx having expired,lapsed or having been terminated (as appropriate) (save to an extent which wouldnot be material (in value terms or otherwise) in the context of the Wider CalyxGroup taken as a whole) and all statutory or regulatory obligations in anyjurisdiction in which Calyx or a subsidiary shall be incorporated or carry onbusiness which is material in the context of the Wider Calyx Group taken as awhole having been complied with (save to an extent which would not be material(in value terms or otherwise) in the context of the Wider Calyx Group taken as awhole), in each case, in connection with the Acquisition or its implementationand all authorisations, orders, recognitions, grants, consents, clearances,confirmations, licences, permissions and approvals in any jurisdiction ("Authorisations" and each an "Authorisation") reasonably deemed necessary byStornoway for or in respect of the Acquisition having been obtained on terms andin a form reasonably satisfactory to Stornoway from all appropriate ThirdParties, (except where the consequence of the absence of any such Authorisationwould not be material (in value terms or otherwise) in the context of the WiderCalyx Group taken as a whole) all such Authorisations remaining in full forceand effect, there being no written notice of an intention to revoke or vary ornot to renew the same at the time at which the Acquisition becomes otherwiseunconditional and all necessary statutory or regulatory obligations in any suchjurisdiction having been complied with (except where the consequence of theabsence of any such Authorisation would not be material (in value terms orotherwise) in the context of the Wider Calyx Group taken as a whole); (d) all applicable waiting periods and any other time periodsduring which any Third Party could, in respect of the Acquisition or theacquisition or proposed acquisition of any shares or other securities (or theequivalent) in, or control of, Calyx or any member of the Wider Calyx Group byStornoway, institute or implement any action, proceedings, suit, investigation,enquiry or reference under the laws of any jurisdiction which would bereasonably expected adversely to affect (to an extent which would be material(in value terms or otherwise) in the context of the Wider Calyx Group taken as awhole) any member of the Calyx Group, having expired, lapsed or been terminated; (e) except as disclosed, there being no provision of anyarrangement, agreement, licence, permit, franchise, facility, lease or otherinstrument to which any member of the Wider Calyx Group is a party or by or towhich any such member or any of its respective assets may be bound, entitled orbe subject and which, in consequence of the Acquisition or the acquisition orproposed acquisition by Stornoway of any shares or other securities (or theequivalent) in or control of, Calyx or any member of the Calyx Group or becauseof a change in the control or management of Calyx or otherwise, would or wouldbe reasonably expected to result (except where, in any of the following cases,the consequences thereof would not be material (in value terms or otherwise) inthe context of the Wider Calyx Group taken as whole) in: (i) any monies borrowed by, or any indebtedness or liability(actual or contingent) of, or any grant available to any member of the WiderCalyx Group becoming, or becoming capable of being declared, repayableimmediately or prior to their or its stated maturity; (ii) the creation or enforcement of any mortgage, charge orother security interest wherever existing or having arisen over the whole or anypart of the business, property or assets of any member of the Wider Calyx Groupor any such mortgage, charge or other security interest becoming enforceable; (iii) any such arrangement, agreement, licence, permit,franchise, facility, lease or other instrument or the rights, liabilities,obligations or interests of any member of the Wider Calyx Group thereunder, orthe business of any such member with, any person, firm or body (or anyarrangement or arrangements relating to any such interest or business) beingterminated or adversely modified or any adverse action being taken or anyobligation or liability arising thereunder; (iv) any assets or interests of, or any asset the use of which isenjoyed by, any member of the Wider Calyx Group being or falling to be disposedof or charged, or ceasing to be available to any member of the Wider Calyx Groupor any right arising under which any such asset or interest would be required tobe disposed of or charged or would cease to be available to any member of theWider Calyx Group otherwise than in the ordinary course of business; (v) any member of the Wider Calyx Group ceasing to be able tocarry on business; (vi) the value of, or financial or trading position of anysubsidiary being prejudiced or adversely affected; or (vii) the creation of any liability or liabilities (actual orcontingent) by any member of the Wider Calyx Group; unless, if any such provision exists, such provision shall have been waived,modified or amended on terms satisfactory to Stornoway; (f) except as disclosed and/or save as publicly announced (bythe delivery of an announcement to the Irish Stock Exchange or the London StockExchange or otherwise publicly disclosed in the Calyx Group's preliminaryresults announcement for the year ended 31 December 2006) by Calyx, no member ofthe Wider Calyx Group having, since 31 December 2006: (i) issued or agreed to issue additional shares of any class,or securities convertible into or exchangeable for, or rights, warrants oroptions to subscribe for or acquire, any such shares or convertible orexchangeable securities (except for (A) issues to Calyx or wholly-ownedsubsidiaries of Calyx, or (B) upon any exercise of options under the Calyx ShareOption Schemes); (ii) recommended, declared, paid or made any bonus, dividend orother distribution other than bonuses, dividends or other distributions lawfullypaid or made to another member of the Wider Calyx Group; (iii) save for transactions between two or more members of theCalyx Group ("intra-Calyx Group transactions") made or authorised, proposed orannounced any change in its loan capital (save in respect of loan capital whichis not material (in value terms or otherwise) in the context of the Calyx Grouptaken as a whole); (iv) save for intra-Calyx Group transactions, implemented,authorised, proposed or announced its intention to propose any merger, demerger,reconstruction, amalgamation, scheme or (except in the ordinary and usual courseof trading) acquisition or disposal of (or of any interest in) assets or shares(or the equivalent thereof) in any undertaking or undertakings (except in anysuch case where the consequences of any such merger, demerger, reconstruction,amalgamation, scheme, acquisition or disposal would not be material (in valueterms or otherwise) in the context of the Calyx Group taken as a whole); (v) except in the ordinary and usual course of business enteredinto or materially improved, or made any offer (which remains open foracceptance) to enter into or improve, the terms of the employment contract withany director of Calyx or any person occupying one of the senior executivepositions in the Calyx Group; (vi) permitted a variation in the terms or rules governing theCalyx Share Option Schemes; (vii) (except where the consequences thereof would not be material(in value terms or otherwise) in the context of the Calyx Group, taken as awhole) issued or agreed to issue any loan capital or (save in the ordinarycourse of business and save for intra-Calyx Group transactions) debentures orincurred any indebtedness or contingent liability; (viii) purchased, redeemed or repaid or announced any offer topurchase, redeem or repay any of its own shares or other securities (or theequivalent) or reduced or made any other change to any part of its sharecapital; (ix) (except where the consequences thereof would not be material(in value terms or otherwise) in the context of the Wider Calyx Group taken as awhole) (A) merged with any body corporate, partnership or business, or (B) andsave for intra-Calyx Group transactions acquired or disposed of, transferred,mortgaged or encumbered any assets or any right, title or interest in any asset(including shares and trade investments); (x) (except where the consequences thereof would not be material(in value terms or otherwise) in the context of the Wider Calyx Group taken as awhole), entered into or varied any contract, transaction, arrangement orcommitment or announced its intention to enter into or vary any contract,transaction, arrangement or commitment (whether in respect of capitalexpenditure or otherwise) which is of a long term, onerous or unusual nature ormagnitude or which is or would be restrictive on the business of any member ofthe Wider Calyx Group; (xi) waived or compromised any claim which would be material (invalue terms or otherwise) in the context of the Wider Calyx Group taken as awhole; (xii) (except where the consequences thereof would not be material(in value terms or otherwise) in the context of the Wider Calyx Group, taken asa whole) been unable, or admitted in writing that it is unable, to pay its debtsor having stopped or suspended (or threatened to stop or suspend) payment of itsdebts generally or ceased or threatened to cease to carry on all or asubstantial part of any business; (xiii) (except where the consequences thereof would not be material(in value terms or otherwise) in the context of the Wider Calyx Group taken as awhole) made or agreed to any significant change to the terms of the trust deedsconstituting the pension schemes established for its directors and/or employeesand/or their dependants or to the benefits which accrue, or to the pensionswhich are payable thereunder, or to the basis on which qualification for oraccrual or entitlement to such benefits or pensions are calculated ordetermined, or to the basis upon which the liabilities (including pensions) ofsuch pension schemes are funded or made, or agreed or consented to any change tothe trustees involving the appointment of a trust corporation; (xiv) take any corporate action or had any legal proceedingsinstituted against it in respect of its winding-up, dissolution, examination orreorganisation or for the appointment of a receiver, examiner, administrator,administrative receiver, trustee or similar officer of all or any part of itsassets or revenues, or (A) any analogous proceedings in any jurisdiction, or (B)appointed any analogous person in any jurisdiction in which Calyx or anysubsidiary shall be incorporated or carry on any business; (xv) entered into any agreement, contract or binding commitment orpassed any resolution or made any offer or announcement with respect to, or toeffect any of the transactions, matters or events set out in this condition; or (xvi) amended its memorandum or articles of association; (g) except as disclosed and/or save as publicly announced byCalyx (by delivery of an announcement to the Irish Stock Exchange or the LondonStock Exchange or otherwise publicly disclosed in the Calyx Group's preliminaryresults announcement for the year ended 31 December 2006) on or prior to theissue of this announcement: (i) there not having arisen any adverse change ordeterioration in the business, assets, financial or trading position or profitsof Calyx or any member of the Wider Calyx Group (save to an extent which wouldnot be material (in value terms or otherwise) in the context of the Wider CalyxGroup taken as a whole); (ii) no litigation, arbitration proceedings, prosecution orother legal proceedings to which any member of the Wider Calyx Group is or wouldreasonably be expected to become a party (whether as plaintiff or defendant orotherwise) and no investigation by any Third Party against or in respect of anymember of the Wider Calyx Group having been instituted or remaining outstandingby, against or in respect of any member of the Calyx Group (save where theconsequences of such litigation, arbitration proceedings, prosecution or otherlegal proceedings or investigation are not or would not be material (in valueterms or otherwise) in the context of the Wider Calyx Group taken as a whole); (iii) no contingent or other liability existing or having arisenwhich would reasonably be expected to affect adversely any member of the WiderCalyx Group (save where such liability is not or would not be material (in valueterms) in the context of the Wider Calyx Group taken as a whole); and (iv) no steps having been taken which are likely to result in thewithdrawal, cancellation, termination or modification of any licence, consent,permit, Access Right or authorisation held by any member of the Wider CalyxGroup which is necessary for the proper carrying on of its business and which ismaterial in the context of the Wider Calyx Group; (h) except as disclosed, Stornoway not having discovered thatany financial, business or other information concerning the Wider Calyx Groupwhich is material in the context of the Wider Calyx Group taken as a whole andwhich has been publicly disclosed, is materially misleading, contains a materialmisrepresentation of fact or omits to state a fact necessary to make thematerial information contained therein not misleading (save where theconsequences thereof would not be material (in value terms or otherwise) in thecontext of the Wider Calyx Group taken as a whole); (i) except as disclosed and/or save as publicly announced (bydelivery of an announcement to the Irish Stock Exchange or the London StockExchange or otherwise publicly disclosed in the Calyx Group's preliminaryresults announcement for the year ended 31 December 2006) by Calyx on or priorto the issue of this announcement, Stornoway not having discovered: (i) that any member of the Wider Calyx Group or anypartnership, company or other entity in which any member of the Wider CalyxGroup has an interest and which is not a subsidiary undertaking of Calyx issubject to any liability, contingent or otherwise (save where such liability isnot or would not be material (in value terms or otherwise) in the context of theWider Calyx Group taken as whole); (ii) in relation to any release, emission, discharge, disposalor other fact or circumstance which has caused or reasonably might impair theenvironment or harm human health, that any past or present member of the WiderCalyx Group has acted in violation of any laws, statutes, regulations, noticesor other legal or regulatory requirements of any Third Party. (iii) that there is, or is likely to be, any liability, whetheractual or contingent, to make good, repair, reinstate or clean up any propertynow or previously owned, occupied or made use of by any past or present memberof the Wider Calyx Group or any other property or any controlled waters underany environmental legislation, regulation, notice, circular, order or otherlawful requirement of any relevant Authority (whether by formal notice or orderor not) or Third Party or otherwise (save where such liability is not or wouldnot be material (in value terms or otherwise) in the context of the Calyx Grouptaken as a whole); and (iv) that circumstances exist at the date the offer is made whichare likely to result in any actual or contingent liability to any member of theWider Calyx Group under any applicable legislation referred to in sub-paragraph(iii) above to improve or modify existing or install new plant, machinery orequipment or to carry out any changes in the processes currently carried out(except where the cost of doing so would not be material (in value terms orotherwise) in the context of the Wider Calyx Group, taken as a whole). (j) except as disclosed, no member of the Calyx Group being indefault under the terms or conditions of any facility or agreement orarrangement for the provision of loans, credit or drawdown facilities, or of anysecurity, surety or guarantee in respect of any facility or agreement orarrangement for the provision of loans, credit or drawdown facilities to anymember of the Calyx Group;. (k) for the purposes of the conditions set out above: (i) "Calyx Group" means Calyx and its subsidiaries andsubsidiary undertakings; (ii) "disclosed" means fairly and accurately disclosed by or onbehalf of Calyx in writing (or in written form), to Stornoway or Deloitte or itsrespective employees, officers or advisers at any time up to 25 May 2007 (beingthe date of this announcement) or orally at formal due diligence meetingsbetween representatives of Stornoway and Calyx; (iii) "parent undertaking", "subsidiary undertaking", "associatedundertaking" and "undertaking" have the meanings given by the EuropeanCommunities (Companies: Group Accounts) Regulations, 1992; (iv) "substantial interest" means an interest in 20 per cent ormore of the voting equity capital of an undertaking; (v) "Wider Calyx Group" means Calyx or any of its subsidiariesor subsidiary undertakings or associated companies (including any joint venture,partnership, firm or company or undertaking in which any member of the StornowayGroup (aggregating their interests) is interested) or any company in which anysuch member has a substantial interest; and (vi) "Wider Stornoway Group" means Stornoway or any of itssubsidiaries or subsidiary undertakings or associated companies (including anyjoint venture, partnership, firm or company or undertaking in which any memberof the Stornoway Group (aggregating their interests) is interested) or anycompany in which any such member has a substantial interest. 3. Subject to the requirements of the Panel, Stornowayreserves the right (but shall be under no obligation) to waive, in whole or inpart, all or any of the above conditions apart from conditions 1(i), (ii) and(iii) and 2(a). 4. The Acquisition will lapse unless all of the conditions setout above have been fulfilled or (if capable of waiver) waived or, whereappropriate, have been determined by Stornoway to be or to remain satisfied onthe Effective Date. 5. If Stornoway is required to make an offer for Calyx Sharesunder the provisions of Rule 9 of the Takeover Rules, Stornoway may make suchalterations to any of the above conditions as are necessary to comply with theprovisions of that rule. 6. Stornoway reserves the right to effect the Acquisition byway of a takeover offer. In such event, such offer will be implemented on thesame terms (subject to appropriate amendments, including (without limitation) anacceptance condition set at 80 per cent. of the Calyx Shares affected other thanCalyx Shares already in the beneficial ownership of Stornoway within the meaningof Section 204 of the Companies Act (but capable of waiver on a basis consistentwith Rule 10 of the Takeover Rules)), so far as applicable, as those which wouldapply to the Scheme. APPENDIX 2 BASES AND SOURCES 1. The value attributed to the existing issued share capital ofCalyx is based upon the 69,526,914 Shares in issue as at the Latest PracticableDate. 2. Unless otherwise stated, the financial information on Calyx isextracted from Calyx's preliminary results announcement for the year ended 31December 2006 and annual report and accounts for the year ended 31 December2005. 3. Unless otherwise stated, all prices for Calyx Shares have beenderived from the Daily Official List of the Irish Stock Exchange or the LondonStock Exchange (as the case may be) and represent Closing Prices on the relevantdate. 4. The maximum cash consideration due pursuant to the Acquisitionreferred to in paragraph 9 of this announcement is based upon the 55,996,221Cancellation Shares in issue as at the Latest Practicable Date and 4,252,600Calyx Shares which are capable of being issued under the Calyx Share OptionSchemes. 5. 2,416,900 Calyx Shares are capable of being issued under the 2005Employee Share Option Plan and 1,835,700 Calyx Shares are capable of beingissued under the EMI Sub-Plan for UK employees of Calyx. 6. The value attributed to the senior debt and mezzanine finance tobe provided by Anglo Irish Bank Corporation plc is based upon an exchange rateof 1.47830 euros to £1, being the prevailing mid-point exchange rate as at 5p.m. London time on the Latest Practicable Date. APPENDIX 3 DEFINITIONS The following definitions apply throughout this announcement, unless the contextotherwise requires: "Acquisition" the proposed acquisition by Stornoway of the entire issued and to be issued share capital of Calyx by means of the Scheme; "AIM" the Alternative Investment Market operated by the London Stock Exchange. "AIM Rules" the rules for companies with a class of securities admitted to AIM and their nominated advisers published by the London Stock Exchange governing admission to and the operation of AIM as in force at the date of this announcement; "Alchemy Investment Plan" the discretionary funds managed by Alchemy Partners (Guernsey) with advice from Alchemy Partners; "Alchemy Partners" Alchemy Partners LLP, the limited liability partnership which provides investment advice to the Alchemy Investment Plan; "Alchemy Partners (Guernsey)" Alchemy Partners (Guernsey) Limited, the manager of the Alchemy Investment Plan; "Arrangement" any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature between two or more persons, relating to relevant securities of Calyx or Stornoway which is or may be an inducement to one or more such persons to deal or refrain from dealing in such securities; "Australia" the Commonwealth of Australia, its states, territories and possessions; "Board" as the context requires, the board of directors of Calyx or the board of directors of Stornoway and the terms "Calyx Board" and "Stornoway Board" shall be construed accordingly; "Business Day" a day, other than a Saturday or Sunday, on which clearing banks are normally open for business in Dublin and London; "Calyx Directors" the directors of Calyx, being Maurice Healy, Peter Jenkins, Gerard Coakley, Judith O'Brien, Gary Kennedy, Nicholas Koumarianos and Neil Parkinson; "Calyx" or the "Company" Calyx Group plc, a public limited company incorporated in Ireland; "Calyx Group" or the "Group" Calyx, its subsidiaries and its subsidiary undertakings; "Calyx Optionholders" holders of Calyx Share Options; "Calyx Shareholders" the holders of Calyx Shares; "Calyx Share Options" options to subscribe for Ordinary Shares pursuant to the Calyx Share Option Schemes; "Calyx Share Option Schemes" the Calyx 2005 Employee Share Option Plan and the EMI Sub-Plan for UK employees of Calyx; "Calyx Shares" or "Ordinary Shares" the existing unconditionally allotted or issued and fully paid ordinary shares of €0.10 each in Calyx and such further shares which are allotted or issued prior to the Effective Date; "Canada" Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof; "Cancellation Shares" Calyx Shares, other than the Exchange Shares and Designated Shares; "Cash Consideration" 101 pence per Calyx Share; "Clayfox Gilttop" Clayfox Gilttop Limited, a private limited company incorporated in England and Wales with registration number 06242133; "Clayfox Timid" Clayfox Timid Limited, a private limited company incorporated in England and Wales with registration number 06242135; "Closing Price" the official closing price or middle market quotation, as appropriate, of a Calyx Share as derived from the Daily Official List; "Companies Act" the Companies Act 1963 of Ireland; "Competing Cash Offer" an offer or scheme of arrangement for the acquisition of the entire issued and to be issued share capital of Calyx which (i) is wholly in cash, payable on completion, at a price per Calyx Share of at least 10 per cent. more than 101 pence, (ii) is recommended by the Independent Directors, and (iii) is announced within one month of the date of this announcement; "Court Meetings" the meetings of Calyx Shareholders (and any adjournment thereof) convened by order of the High Court pursuant to Section 201 of the Companies Act to consider, and if thought fit, approve the Scheme (with or without amendment); "Court Order" the order or orders of the High Court sanctioning the Scheme under Section 201 of the Companies Act and confirming the reduction of share capital which forms part of it under Sections 72 and 74 of the Companies Act; "CREST" the relevant system (as defined in the Regulations) in respect of which CRESTCo is the operator (as defined in the Regulations); "CRESTCo" CRESTCo Limited; "Daily Official List" the daily official list of the Irish Stock Exchange and the London Stock Exchange as the case may be; "Davy Corporate Finance" Davy Corporate Finance Limited; "Deloitte Corporate Finance" Deloitte & Touche LLP acting through its corporate finance division; "Designated Shares" one Calyx Share to be held by Stornoway, and six other Calyx Shares to be held by nominees for Stornoway; "Effective Date" the date on which the Scheme becomes effective in accordance with its terms; "EGM" or "Extraordinary General Meeting" the extraordinary general meeting of the Calyx Shareholders (and any adjournment thereof) to be convened in connection with the Scheme, expected to be held as soon as the preceding Court Meetings shall be concluded or adjourned; "euro" or "•" the lawful currency for the time being of Ireland; "Exchange Shares" 13,530,693 Calyx Shares beneficially owned by Maurice Healy and any Calyx Shares that are issued after the High Court gives the Court Order but before the Scheme becomes effective in accordance with its terms; "Expenses Reimbursement Agreement" the agreement described in paragraph 12 hereof; "Financial Regulator" the Irish Financial Services Regulatory Authority "High Court" the High Court of Ireland; "IEX" the Irish Enterprise Exchange operated by the Irish Stock Exchange; "IEX Rules" the rules for companies with a class of securities admitted to IEX published by the Irish Stock Exchange governing admission to and the operation of IEX as in force at the date of this announcement; "Implementation Agreement" the implementation agreement between Calyx and Stornoway in relation to the implementation of the Scheme; "Independent Directors" Gary Kennedy, Nicholas Koumarianos and Neil Parkinson; "Independent Shareholders" Calyx Shareholders excluding the Management Team and members of their respective families; "Ireland" Ireland (excluding Northern Ireland) and the word "Irish" shall be construed accordingly; "Irish Stock Exchange" The Irish Stock Exchange Limited; "Irish Takeover Act" Irish Takeover Panel Act 1997; "Latest Practicable Date" 24 May 2007; "London Stock Exchange" London Stock Exchange plc; "Management Arrangements" the proposed arrangements described in paragraph 10 hereof; "Management Team" Maurice Healy, Peter Jenkins, Gerard Coakley, Andrew Mills and Jack Cunnane; "Matrix Companies" MXC Integration Limited, Network Partners Limited, Network Partners (Holdings) Limited, Ikan Limited, HarrierZeuros Limited and Norwood Adam Systems Limited; "Northern Ireland" the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island of Ireland; "Offer Period" the offer period for the purposes of the Takeover Rules which commenced on 13 March 2007, being the date of the announcement by Calyx that it had received an approach which may or may not lead to an offer being made for the Company, and ending on the earlier of the date on which the Scheme becomes effective and the date on which the Scheme lapses or is withdrawn; "Overseas Shareholders" Calyx Shareholders who are citizens or residents of jurisdictions outside of the UK and Ireland; "Panel" the Irish Takeover Panel established under the Irish Takeover Act; "Regulations" the Companies Act 1990 (Uncertified Securities) Regulations 1996 (SI No. 68 of 1996); "relevant securities" has the meaning assigned by Rule 8.9 of the Takeover Rules; "Restricted Jurisdiction" any jurisdiction in respect of which it would be unlawful for this announcement to be released, published or distributed, in whole or in part, in, into or from, including for the avoidance of doubt, Australia, Canada, Japan, South Africa or the United States; "Rule 16 Resolution" the resolution to be proposed at the EGM, on which only the Independent Shareholders will be entitled to vote, to approve the Management Arrangements pursuant to Rule 16 of the Takeover Rules; "Scheme" the proposed scheme of arrangement under Section 201 of the Companies Act and the capital reduction under Sections 72 and 74 of the Companies Act with or subject to any modifications, additions or conditions approved or imposed by the High Court and agreed by Stornoway and Calyx; "Scheme Document" a circular for distribution to Calyx Shareholders and, for information only, to Calyx Optionholders containing (i) the Scheme (ii) the notice or notices of the Court Meetings and EGM (iii) an explanatory statement as required by Section 202 of the Companies Act with respect to the Scheme (iv) such other information as may be required or necessary pursuant to the Companies Act, the Takeover Rules or the AIM Rules or IEX Rules and (v) such other information as Calyx and Stornoway shall agree; "Scheme Record Time" 6 p.m. on the last Business Day before the date on which the Scheme becomes effective; "Shareholders' Agreement" the agreement dated 25 May 2007 and made between the Management Team, Alchemy Partners (Guernsey), Stornoway, Stornoway I, Clayfox Timid and Clayfox Gilttop; "Stornoway" Stornoway Limited, a private limited company incorporated in Ireland with registration number 438396; "Stornoway I" Stornoway I Limited, a private limited company incorporated in Ireland with registration number 440129; "Stornoway Class Shareholders" members of the Management Team who are Calyx Shareholders and Anglo Irish Bank Corporation plc in respect of the Calyx Shares it holds as principal; "Stornoway Directors" Martin Bolland, Maurice Healy and Gerard Coakley; "Stornoway Group" Stornoway, Stornoway I, Clayfox Timid and Clayfox Gilttop; "Takeover Rules" the Irish Takeover Panel Act, 1997, Takeover Rules 2001 to 2006 (where applicable) and Substantial Acquisition Rules 2001 and 2005; "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; "United States" or "US" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area, subject to its jurisdiction; and "Voting Record Time" the time and date to be specified as the voting record time for the Court Meetings (or any adjournment thereof) in the Scheme Document. All amounts contained within this document referred to by "•" and "c" refer tothe euro and cent. All amounts contained within this document referred to by "£" and "pence" referto pounds Sterling and pence Sterling. Any references to "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the European Communities (Companies:Group Accounts) Regulations 1992. Any references to any provision of any legislation shall include any amendment,modification, re-enactment or extension thereof. Any reference to anylegislation is to Irish legislation unless specified otherwise. This information is provided by RNS The company news service from the London Stock Exchange
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