Offer for Calyx Group plc

Calyx Group PLC
25 May 2007

FOR IMMEDIATE RELEASE



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM 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 have
reached agreement on the terms of a recommended acquisition by Stornoway of the
entire issued and to be issued share capital of Calyx. It is intended that the
Acquisition will be implemented by way of a scheme of arrangement under Section
201 of the Companies Act.



•         Under the terms of the Acquisition, each holder of Cancellation Shares
will receive 101 pence in cash per Cancellation Share representing a premium of
approximately 23.9 per cent. to the Closing Price of 81.5 pence per Calyx Share
on 12 March 2007, being the last Business Day prior to the commencement of the
Offer Period.



•         The Acquisition values Calyx's existing issued share capital at
approximately £70.2 million.



•         Stornoway has been incorporated for the purpose of implementing the
Acquisition.  On the Effective Date, Stornoway will ultimately be owned by the
Alchemy Investment Plan and the Management Team.



•         Maurice Healy, the Chairman and Chief Executive of Calyx, who owns
19,329,799 Calyx Shares (representing 27.80 per cent. of the existing issued
share capital of the Company), has agreed to exchange 13,530,693 of those shares
for an investment in the Stornoway Group and the balance of his Calyx Shares for
cash pursuant to the Scheme.



•         The Stornoway Directors believe that the Acquisition will provide
Calyx with the opportunity to expand its current business, both organically and
via acquisitions, in the absence of the financial, managerial and regulatory
burden of being a publicly quoted company.



•         The Independent Directors of Calyx, who have been so advised by Davy
Corporate Finance, consider the terms of the Acquisition to be fair and
reasonable. In providing its advice, Davy Corporate Finance has taken into
account the commercial assessments of the Independent Directors. Accordingly,
the Independent Directors intend to recommend unanimously that Calyx
Shareholders vote in favour of the Acquisition and the Scheme, as they have
irrevocably undertaken to do in respect of their 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.



•         Stornoway has received irrevocable undertakings or letters of intent
to vote in favour of the Scheme from certain institutional shareholders in
respect of, in aggregate, 16,579,124 Calyx Shares, representing approximately
23.85 per cent. of the existing issued share capital of Calyx. Further details
relating to the irrevocable undertakings are set out in paragraph 5 of the
announcement.



•         The Scheme will be put to Calyx Shareholders for approval at the Court
Meetings and at the EGM. A resolution to approve the Management Arrangements
between the Stornoway Group and the Management Team, on which only the
Independent Shareholders will be entitled to vote, will be considered at the
EGM. Such meetings, and the posting of the Scheme Document to Calyx
Shareholders, are expected to take place as soon as reasonably practicable.



•         The making of the Acquisition and the Scheme are subject to the
conditions and further terms set out in Appendix 1.



Deloitte Corporate Finance is acting as financial adviser to Stornoway. Davy
Corporate 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 and
that we have a full recommendation from the Independent Directors. The
acquisition price of 101 pence represents a healthy premium to the Calyx share
price prior to the Company entering an offer period and provides Shareholders
with the opportunity to realise their holdings in full, for cash and free of
dealing costs. The Management Team is looking forward to taking on the
challenges that lie ahead as a private company. '



Commenting on the Acquisition on behalf of the Independent Directors, Gary
Kennedy, Director of Calyx, said:



'The Independent Directors have given this matter careful consideration. We have
concluded that the Acquisition, which allows shareholders to realise their
holdings in full for cash, is in the best interests of Calyx Shareholders and is
fair and reasonable. We will be recommending Calyx Shareholders vote in favour
of the Acquisition and the Scheme.'





Enquiries:


Deloitte Corporate Finance                           [phone]
Financial Adviser to Stornoway Limited
Jonathan Hinton
David Smith

Buchanan Communications                              [phone]
Public Relations adviser to Stornoway Limited
Tim Thompson
James Strong

Calyx Group plc                                      [phone]
Gary Kennedy

Davy Corporate Finance                               [phone]
Financial Adviser to Calyx Group plc
Ronan Godfrey
John Frain

Murray Consultants                                   [phone]
Public Relations adviser to Calyx Group plc
Ed Micheau



This summary should be read in conjunction with the full text of the following
announcement and the Appendices, which are part of the announcement.



Appendix 2 contains source notes relating to certain information contained in
this summary and the following announcement. Certain terms used in this summary
and 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'), accept
responsibility for the information contained in this announcement relating to
Stornoway, Stornoway I, Clayfox Timid, Clayfox Gilttop, the directors of Alchemy
Partners (Guernsey) and the Management Team and members of their immediate
families, related trusts and persons connected with them.  To the best of the
knowledge and belief of the Responsible Parties (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.



The Calyx Directors accept responsibility for all the information contained in
this announcement, other than information relating to Stornoway, Stornoway I,
Clayfox Timid, Clayfox Gilttop, the Management Team or the directors of Alchemy
Partners (Guernsey) and members of their immediate families, related trusts and
persons connected with them, and the recommendation of the Acquisition and the
Scheme by the Independent Directors and associated opinions. To the best of the
knowledge and belief of the Calyx Directors (who have taken all reasonable care
to ensure that such is the case), the information in this announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.



The Independent Directors accept responsibility for their recommendation of the
Acquisition and the Scheme and associated opinions contained in this
announcement. To the best of the knowledge and belief of the Independent
Directors (who have taken all reasonable care to ensure that such is the case),
the information for which they accept 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. Calyx and Stornoway urge Calyx
Shareholders to read the Scheme Document when it becomes available because it
will contain important information relating to the Acquisition.



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.



This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Acquisition, 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. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as future
market conditions and the behaviours of other market participants, and therefore
undue reliance should not be placed on such statements. Neither Calyx,
Stornoway, Stornoway I, Clayfox Timid nor Clayfox Gilttop assume any obligation
in respect of, or intend to update these forward-looking statements, except as
required 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 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.


FOR IMMEDIATE RELEASE



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM 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 they
have reached agreement on the terms of a recommended acquisition by Stornoway of
the entire issued and to be issued share capital of Calyx. Stornoway is a
company established for the purpose of the Acquisition. On the Effective Date,
Stornoway will ultimately be owned by the Alchemy Investment Plan and certain
members of the current Calyx management team, namely Maurice Healy (Chairman and
Chief Executive), Peter Jenkins (Chief Financial Officer), Gerard Coakley
(Managing Director, Ireland), Andrew Mills (Managing Director, UK) and Jack
Cunnane (Business Improvement Director). It is intended that the Acquisition
will be implemented by way of a scheme of arrangement under Section 201 of the
Companies Act.



In view of the involvement of Maurice Healy, Peter Jenkins and Gerard Coakley in
the Acquisition, and the resulting conflicts of interest, a committee of the
Calyx Board, comprising the Independent Directors, has been formed and Davy
Corporate Finance has been appointed to advise them in considering the terms of
the Acquisition on behalf of Calyx Shareholders. By virtue of another conflict
of interest, Judith O'Brien, a non-executive director, is not considered to be
independent for the purposes of Rule 3 of the Takeover Rules.



The Independent Directors of Calyx, who have been so advised by Davy Corporate
Finance, consider the terms of the Acquisition to be fair and reasonable. In
providing its advice, Davy Corporate Finance has taken into account the
commercial assessments of the Independent Directors. Accordingly, the
Independent Directors intend to recommend unanimously that Calyx Shareholders
vote in favour of the Acquisition and the Scheme and the resolutions at the
Court Meetings and EGM, as they have irrevocably undertaken to do in respect of
their 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 and
further terms set out in Appendix 1, which will also be set out in the Scheme
Document. 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 Price
of 81.5 pence per Calyx Share on 12 March 2007, being the last Business Day
prior to the commencement of the Offer Period.



The Acquisition values the existing issued share capital of the Company at
approximately £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 trading
update that informed the market, inter alia, that it was confident that the
Group would continue to grow substantially both into and throughout 2007, that
there had been good trading performance from the Matrix Companies that were
acquired in June 2006 and that the results for Calyx for the year ended 31
December 2006 would be marginally below current market expectations.



From that date, the Calyx share price performance has been somewhat
disappointing until the announcement on 13 March 2007 that the Independent
Directors had received a preliminary approach from Maurice Healy and certain
members of the Company's senior management team that may or may not lead to an
offer 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 Independent
Directors, Davy Corporate Finance has conducted a process of contacting other
potential offerors for Calyx.  No other proposals have been received by the
Company as at the date of this announcement.  It is still possible that a
proposal may emerge, and Maurice Healy has irrevocably and unconditionally
agreed with Calyx to accept any Competing Cash Offer (being, inter alia, a cash
offer at least 10 per cent. higher than 101 pence per Calyx Share) in respect of
his Calyx Shares.



The Independent Directors have concluded that although Calyx is well positioned
to continue to expand both organically and by acquisition, the public capital
markets may not be willing to support or finance such growth at this time and
that the Calyx share price could be vulnerable in the absence of any offer being
made.  The Independent Directors believe that the Acquisition represents an
attractive opportunity for Calyx Shareholders to realise a fair value for their
Calyx Shares and therefore, having been so advised by Davy Corporate Finance,
consider that the terms of the Acquisition are fair and reasonable and should
therefore be put to Calyx Shareholders.  Accordingly, the Independent Directors
intend to recommend unanimously that Calyx Shareholders vote in favour of the
Acquisition and the Scheme.  In providing their advice to the Independent
Directors, Davy Corporate Finance has taken into account the commercial
assessments 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 AIM
admission was to raise the Company's profile, strengthen its balance sheet and
provide a platform to enable it to position itself as a sector innovator, expand
its product and technologies portfolio, and attract new clients.



Since its flotation, Calyx has made a number of acquisitions, increasing the
scale of its operations and growing its revenues from €38.4 million (for the
year ended 31 December 2005) to €88.5 million (for the year ended 31 December
2006).



The Stornoway Directors, including the founding director of Calyx, Maurice
Healy, intend to pursue the Company's strategy of expansion via a mixture of
organic growth and acquisitions but believe that it is more appropriate for
Calyx to pursue these plans under private ownership. Completion of the
Acquisition will release Calyx from the costs and obligations associated with a
public listing and will allow Calyx to develop and grow its business for the
benefit of its employees and clients, free from the short-term pressures that
can adversely affect public companies. In particular, growth by way of
acquisitions should be accelerated since the private equity partner will be able
to make a rapid assessment of risk and therefore in theory provide the Company
with access to significant levels of equity and debt capital.



It is the intention of the Stornoway Directors to continue the business of Calyx
broadly in the manner in which it currently exists and Stornoway will bring to
bear the necessary expertise and financial resources to invest in the business
in order to achieve its aims.



The Acquisition represents an opportunity for Calyx Shareholders to realise
their entire investment in Calyx for cash (without incurring dealing charges) at
a price which represents a premium of approximately 23.9 per cent. to the
Closing Price of 81.5 pence per Calyx Share on 12 March 2007, being the last
Business Day prior to the commencement of the Offer Period.



5. Irrevocable undertakings



Stornoway has received irrevocable undertakings to vote, or procure a vote, in
favour of the Scheme in respect of a total of 23,086,596 Calyx Shares
representing, in aggregate, 100.00 per cent. of the existing issued share
capital of Calyx entitled to vote at the Court Meeting for Stornoway Class
Shareholders.



Stornoway has received irrevocable undertakings or letters of intent to vote, or
procure a vote, in favour of the Scheme in respect of a total of 17,417,063
Calyx Shares representing, in aggregate, 37.50 per cent. of the existing issued
share capital of Calyx entitled to vote at the Court Meeting for Calyx
Shareholders other than Stornoway Class Shareholders.



Stornoway has received irrevocable undertakings or letters of intent to vote, or
procure a vote, in favour of the resolutions to be proposed at the EGM (other
than the Rule 16 Resolution) in respect of a total of 40,503,659 Calyx Shares
representing, in aggregate, 58.26 per cent. of the existing issued share capital
of Calyx entitled to vote on those resolutions.



Stornoway has received irrevocable undertakings or letters of intent to vote, or
procure a vote, in favour of the Rule 16 Resolution at the EGM in respect of a
total of 20,331,921 Calyx Shares representing, in aggregate, 41.20 per cent. of
the 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 of
the Acquisition, the Scheme and the resolutions to be proposed at the EGM
(including the Rule 16 Resolution) in respect of the entire beneficial holdings
of all of the Independent Directors, amounting in aggregate to 20,000 Calyx
Shares, representing 0.03 per cent. of the existing issued share capital of
Calyx; and



•         Stornoway has received irrevocable undertakings to vote in favour of
the Acquisition, the Scheme and the resolutions to be proposed at the EGM
(including the Rule 16 Resolution) in respect of the entire beneficial holding
of Judith O'Brien, amounting in aggregate to 817,939 Calyx Shares, representing
1.18 per cent. of the existing issued share capital of Calyx.



Stornoway Class Shareholders



•         Stornoway has received irrevocable undertakings to vote in favour of
the Acquisition and the Scheme at the Court Meeting at which they are entitled
to vote, and in favour of the resolutions at the EGM on which they are entitled
to vote (being all of the resolutions other than the Rule 16 Resolution), from
the Management Team in respect of 20,171,738 Calyx Shares, representing 29.01
per cent. of the existing issued share capital of Calyx; and



•         Stornoway has received an irrevocable undertaking from Anglo Irish
Bank Corporation plc to vote in favour of the Acquisition and the Scheme at the
Court Meeting at which Anglo Irish Bank Corporation plc is entitled to vote, and
in favour of the resolutions to be proposed at the EGM (including the Rule 16
Resolution), 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 voted
at the same Court Meeting at which other shareholders vote. The Management
Team's Calyx Shares cannot be voted in favour of the Rule 16 Resolution at the
EGM. Maurice Healy's irrevocable undertaking is subject to the terms of an
undertaking he has given to Calyx that requires him to accept a Competing Cash
Offer for Calyx in respect of his Calyx Shares.



All of the irrevocable undertakings from the Calyx Directors and Stornoway Class
Shareholders cease to be binding if Stornoway announces that it will not proceed
to make the Acquisition, or the Scheme Document has not been posted by the
twenty-eighth day after the date of this announcement (or such later date as
Stornoway and Calyx may agree, with the consent of the Panel), or the Scheme
does not become effective 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 the Scheme fails to become effective or is withdrawn. In addition,
the irrevocable undertaking relating to Anglo Irish Bank plc will cease to be
binding if a higher competing offer for Calyx is announced which is at least 10
per cent. higher than 101 pence per Calyx Share.



Other Calyx Shareholders



•         Stornoway has received irrevocable undertakings to vote in favour of
the Acquisition, the Scheme and the resolutions to be proposed at the EGM
(including the Rule 16 Resolution) from Gartmore Investment Management Limited
and Focus Investment Group in respect of their aggregate holdings of 15,404,124
Calyx Shares, representing 22.16 per cent. of the existing issued share capital
of Calyx; and



•         Stornoway has received non-binding letters of intent to vote in favour
of the Acquisition, the Scheme and the resolutions to be proposed at the EGM
(including the Rule 16 Resolution) from the Universities Superannuation Scheme
Limited in respect of 1,175,000 Calyx Shares, representing 1.69 per cent. of the
existing issued share capital of Calyx.



The irrevocable undertakings relating to Gartmore Investment Management Limited
and Focus Investment Group cease to be binding if a higher competing offer for
Calyx is announced which is at least 10 per cent. higher than 101 pence per
Calyx Share or Stornoway announces that it will not proceed to make the
Acquisition, or the Scheme Document has not been posted by the twenty-eighth day
after the date of this announcement (or such later date as Stornoway and Calyx
may agree, with the consent of the Panel), or the Scheme does not become
effective 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 the
Scheme 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 in
both the United Kingdom and Ireland. The Calyx Group provides its customers with
fully managed, end-to-end solutions in data, voice, security, systems
integration, applications, IP and carrier services. Headquartered in Dublin and
with offices in Cork and Limerick in Ireland, and in Hook, Rainford, East
Grinstead, Swindon and Richmond in the UK, Calyx employs approximately 500
people.



In its unaudited preliminary results for the year ended 31 December 2006, the
Calyx 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 operating
profit 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 had
consolidated 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 of
Stornoway), Clayfox Timid (parent company of Stornoway I) and Clayfox Gilttop
(parent company of Clayfox Timid). All the companies in the Stornoway Group are
recently incorporated companies established on behalf of the Management Team and
Alchemy Partners (Guernsey) for the purpose of the Acquisition.



The directors of Stornoway and Stornoway I are Maurice Healy, Martin Bolland and
Gerard Coakley. The directors of Clayfox Timid and Clayfox Gilttop are Maurice
Healy, Martin Bolland and Eric Lakin.



Immediately following the Scheme becoming effective, the ordinary shares of
Clayfox 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 59.2
per cent. by the Alchemy Investment Plan.



The Stornoway Group is being financed by £0.50 million of ordinary shares of
Clayfox Gilttop to be subscribed by members of the Management Team, £0.52
million of ordinary shares of Clayfox Gilttop and £13.15 million of redeemable
preference shares of Clayfox Timid to be subscribed by Maurice Healy pursuant to
the Acquisition, £1.48 million of ordinary shares of Clayfox Gilttop and £37.39
million of loan notes in Clayfox Timid to be subscribed by the Alchemy
Investment Plan and £65.23 million of senior debt and mezzanine finance to be
provided 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 companies
and the Acquisition.



8. Information relating to Alchemy Partners



Alchemy Partners is a private equity advisory business established on 20 January
1997 which provides investment advice to Alchemy Partners (Guernsey).



Alchemy Partners (Guernsey) is a registered Guernsey company which manages the
Alchemy Investment Plan and carries out investments based on recommendations put
forward by Alchemy Partners. Alchemy Partners (Guernsey) considers all
recommendations 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 Plan
comprises a series of limited partnerships, in aggregate committed to investing
£400 million per annum. In addition, it includes investments from the individual
members 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 the
Acquisition have any known connections with Calyx and none of the directors of
Alchemy 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 be
funded using a mixture of the equity subscriptions and debt facilities described
in paragraph 7 above.



Full implementation of the Acquisition and the Scheme would result in maximum
cash payment of approximately £57.4 million being made to Calyx Shareholders and
Calyx Optionholders.



Deloitte Corporate Finance is satisfied that the necessary cash resources are
available to Stornoway to enable it to satisfy in full the consideration payable
to 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 which
would be realised by Maurice Healy pursuant to the terms of the Acquisition if
all of his Calyx Shares were treated as Cancellation Shares, 13,530,693 of Mr
Healy's Calyx Shares will be treated as Exchange Shares, 514,851 of which will
be transferred to Clayfox Gilttop and 13,015,842 will be transferred to Clayfox
Timid pursuant to the Scheme. As a result Mr Healy will receive 520,000 ordinary
shares issued by Clayfox Gilttop and 13,146,000 redeemable preference shares
issued by Clayfox Timid.



The balance of Mr Healy's Calyx Shares, being 5,799,106 Calyx Shares, as well as
all of the Calyx Shares held by other members of the Management Team will be
treated as Cancellation Shares, save for any Calyx Shares issued pursuant to the
exercise of Calyx Share Options after the date on which the Scheme is sanctioned
by the High Court and prior to the Scheme Record Time which will be transferred
to Stornoway in exchange for cash.



In addition, the members of the Management Team (including Maurice Healy) have
agreed to subscribe in cash for an aggregate of £0.50 million worth of ordinary
shares in Clayfox Gilttop. A proportion of those ordinary shares to be issued to
Maurice Healy will be transferred to senior executives of Calyx (other than the
Management Team) at cost following completion of the Acquisition.



All members of the Management Team intend to accept the offers to be made to
Calyx Optionholders.



Following the Scheme becoming effective the Management Team will have the
following interests in the ordinary shares of Clayfox Gilttop:


                                                                             Percentage interest
                                                                              in Clayfox Gilttop
Maurice 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 the
Alchemy Investment Plan, through its nominee, Alchemy Partners Nominees Limited.



Upon the Scheme becoming effective, the Management Team will enter into new
service agreements with Clayfox Gilttop, further details of which will be set
out in the Scheme Document. In addition, under the Shareholders' Agreement, the
Management Team is giving certain warranties to Alchemy Partners (Guernsey), and
the parties thereto have certain rights and obligations in relation to transfers
of shares, certain types of transactions and other matters customarily included
in such agreements.



Rule 16 of the Takeover Rules provides that, except with the consent of the
Panel, an offeror or persons acting in concert with an offeror may not make
arrangements with shareholders and may not deal, or enter into arrangements to
deal, in shares of the offeree company or enter into arrangements which involve
an acceptance of an offer either during an offer period or when an offer is
reasonably in contemplation if there are favourable conditions attached which
are not being extended to all shareholders.



In relation to the agreements and other arrangements between the Stornoway Group
and the Management Team as described above, the Panel has agreed, subject to the
Rule 16 Resolution (formal notice of which will be set out in the Scheme
Document) being passed on a poll of the Independent Shareholders at the EGM (or
at any adjournment thereof), to permit the Management Arrangements to be
implemented.



The Management Team (to the extent that they are Calyx Shareholders) will not be
entitled to vote on the Rule 16 Resolution.



Davy Corporate Finance, which is acting as financial adviser to the Independent
Directors, considers the terms of the Management Arrangements to be fair and
reasonable 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 of
the management and employees of Calyx. The Board of Stornoway has provided
assurances to the Independent Directors that, upon the Scheme becoming
effective, the existing employment rights of all employees of Calyx, including
pension rights, will be fully safeguarded.



Stornoway has confirmed that the existing senior management team of Calyx will
remain in place and that it has no current intention to change the day-to-day
operations or locations of the business. Stornoway has also confirmed that it is
committed to developing Calyx's business in Ireland and the United Kingdom, both
organically and potentially through further acquisitions.



The non-executive directors of Calyx have agreed to resign subject to, and with
effect from, the Scheme becoming effective. The Independent Directors will not
receive any compensation for loss of office other than payment in full of their
fees for the notice periods under their respective terms of engagement.



The Independent Directors, in their discussions with Stornoway, have no reason
to believe that Stornoway's intentions would prejudice Calyx's employees and are
comforted that Stornoway has no current plans to alter existing arrangements
with 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 Alchemy
Partners (Guernsey) and the Management Team dated 9 May 2007, the terms of which
have been approved by the Panel. Under the Expenses Reimbursement Agreement,
Calyx has agreed to pay specific quantifiable third party costs and expenses
incurred by Stornoway and/or by the Management Team and/or Alchemy Partners
(Guernsey) in connection with the Acquisition in the circumstances outlined
below.  The liability of Calyx to pay these amounts is limited to a maximum
amount equal to one per cent. of the Cash Consideration multiplied by the number
of Calyx Shares in issue. The circumstances in which such payment will be made
are:



a)       if the Independent Directors, or any of them, withdraw or adversely
modify their recommendation of the Acquisition or recommend (or indicate or
announce 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 Scheme
Document is not posted to Calyx Shareholders within 28 days of the issue of this
announcement or Calyx withdraws the Scheme or materially alters any terms of the
Scheme or takes or omits any actions to prevent Calyx Shareholders voting at any
meetings to approve the Scheme; or

c)       if the Acquisition lapses or (with the consent of Calyx) is withdrawn
or does not become effective, and, prior to this occurring, a transaction is
announced by a third party that subsequently becomes effective or unconditional.



Davy Corporate Finance, the independent financial adviser to the Independent
Directors, has confirmed in writing to the Panel that, in the opinion of the
Independent Directors and Davy Corporate Finance, in the context of the
Acquisition, the Expenses Reimbursement Agreement is in the best interests of
Calyx Shareholders.



Calyx has also entered into an exclusivity agreement with Alchemy Partners
(Guernsey) and the Management Team dated 9 May 2007 whereby it has accepted
certain restrictions on its ability to canvas, solicit or engage with other
potential offerors.



Calyx and Stornoway have entered into the Implementation Agreement dated 24 May
2007, which contains certain assurances in relation to the implementation of the
Scheme. Further information regarding the Implementation Agreement will be set
out in the Scheme Document.



13. Calyx Share Option Schemes



As at the close of business on the Latest Practicable Date, the following Calyx
Share Options had been granted to members of the Management Team and remained
exercisable 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       500,000
Ger Coakley               17/03/2005           55        17/03/2005    16/03/2008       147,250
                          01/11/2006           90        01/11/2006    31/10/2009       102,750
Peter Jenkins             01/11/2006           90        01/11/2006    31/10/2009       300,000
Andy Mills                01/11/2006           90        01/11/2006    31/10/2009       200,000
Jack Cunnane              01/11/2006           90        01/11/2006    31/10/2009       100,000



Participants in the Calyx Share Option Schemes will be contacted regarding the
effect of the Scheme on their rights under these schemes and appropriate
proposals 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 following
members of the Management Team owned or controlled the following Calyx Shares:


                                                                                 Calyx Shares

Maurice Healy                                                                      19,329,799
Ger Coakley                                                                           817,939
Andy Mills                                                                             24,000



Save as disclosed in this paragraph 14 and the Calyx Share Options disclosed in
paragraph 13, neither Stornoway, nor, so far as Stornoway is aware, any person
acting in concert with Stornoway owns or controls any Calyx Shares or securities
convertible or exchangeable into Calyx Shares or any rights to subscribe for or
purchase, or holds any options in respect of, or derivatives referenced to, any
such shares on behalf of Stornoway ('Calyx Securities') nor does any such person
have 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 between
Calyx and Calyx Shareholders (subject to the approval of the High Court) under
Section 201 of the Companies Act.



If the Scheme becomes effective, all the Cancellation Shares will be cancelled
pursuant to Sections 72 and 74 of the Companies Act. Calyx will then issue new
Calyx Shares to Stornoway in place of the Calyx Shares cancelled pursuant to the
Scheme and Stornoway will pay the Cash Consideration payable to the holders of
Cancellation Shares pursuant to the Acquisition to former Calyx Shareholders. In
addition, if the Scheme becomes effective, redeemable preference shares will be
issued by Clayfox Timid, and ordinary shares will be issued by Clayfox Gilttop,
to Maurice Healy, in consideration for the transfer of the Exchange Shares to
Clayfox Timid and Clayfox Gilttop. Exchange Shares issued pursuant to the
exercise of Calyx Share Options will be transferred to Stornoway in exchange for
cash. As a result of these arrangements, all of Calyx's issued share capital
will be owned by Stornoway, Clayfox Timid and Clayfox Gilttop after the Scheme
becomes effective.



To become effective, the Scheme requires, amongst other things, the approval at
the Court Meetings of a majority in number of Calyx Shareholders, present and
voting 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 the
approval by Calyx Shareholders of resolutions relating to the implementation of
the Scheme at an EGM to be held directly after the Court Meetings. There will be
two Court Meetings: the Stornoway Class Shareholders will vote at the second,
and all other Calyx Shareholders will vote at the first. A separate Court
Meeting is required for the Stornoway Class Shareholders because their interest
in the outcome of the Scheme differs from that of other Calyx Shareholders.  The
Stornoway Class Shareholders comprise the members of the Management Team who are
Calyx Shareholders and Anglo Irish Bank Corporation plc (debt provider to the
Stornoway Group as described in paragraph 7 of this announcement) in respect of
the Calyx Shares it holds as principal.



Assuming the necessary approvals from the Calyx Shareholders have been obtained
and all conditions have been satisfied or (where applicable) waived, the Scheme
will become effective upon delivery to the Registrar of Companies of a copy of
the Court Order of the High Court sanctioning the Scheme together with the
minute required by Section 75 of the Companies Act and registration of such
order by him.



The Acquisition is conditional on the Scheme becoming effective. The conditions
to the Acquisition and the Scheme are set out in full in Appendix I of this
announcement. The implementation of the Scheme is conditional, amongst other
things, upon:



•         the Scheme becoming effective by not later than 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, failing which the Scheme will lapse;

•         the approval of the Scheme, by a majority in number representing
three-fourths or more in value of the holders of Calyx Shares present and voting
either in person or by proxy, at the Court Meetings (or at any adjournment of
such meeting);

•         the passing of such resolutions in connection with and/or as are
required to approve or implement the Scheme at the Extraordinary General
Meeting;

•         the sanction of the Scheme and confirmation of the reduction of
capital involved therein by the High Court and the delivery of an office copy of
the Court Order and the minute required by Section 75 of the Companies Act to
the Registrar of Companies and the registration of such Court Order by him; and

•         the conditions that are not otherwise identified above being satisfied
or waived on or before the sanction of the Scheme by the High Court pursuant to
Section 201 of the Companies Act.



The Scheme Document, containing further information relating to the
implementation of the Scheme, the full terms and conditions of the Scheme, and
the notices of the Court Meetings to be convened by direction of the High Court
and the separate Extraordinary General Meeting required to approve the Scheme,
will be posted as soon as reasonably practicable, and in any event within 28
days of the date of this announcement, to Calyx Shareholders and, for
information only, to Calyx Optionholders.  The Scheme Document will also include
details of the expected timetable for implementation of the Scheme and will
specify the actions to be taken by Calyx Shareholders. It is expected that the
Acquisition and Scheme will become effective during the course of July 2007.



Upon the Scheme becoming effective, it will be binding on all Calyx
Shareholders, irrespective of whether or not they attended or voted at the Court
Meetings 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, and
subject to any applicable requirements of the Irish Stock Exchange and the
London Stock Exchange, Stornoway will procure that Calyx applies for
cancellation of the admission to trading of Ordinary Shares on the markets of
IEX and AIM with effect from the Effective Date. The last day of dealing in
Ordinary Shares on IEX and AIM will be the last Business Day before the
Effective Date.



On the Effective Date, share certificates in respect of the Calyx Shares will
cease to be valid and should be destroyed. In addition, entitlements to Calyx
Shares held within the CREST system will be cancelled on the Effective Date. It
is also proposed that, following the Effective Date and after the Calyx Shares
are 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 Shares
by way of a takeover offer. In such event, the takeover offer will be
implemented on terms which are in all material respects at least as favourable
to Calyx Shareholders as those which would otherwise have applied under the
Scheme (subject to appropriate amendments).



The Acquisition and Scheme will be made subject to the conditions and further
terms set out in Appendix I and to be set out in the Scheme Document. The Scheme
Document will include full details of the Acquisition and Scheme and the
expected timetable and will be accompanied by the appropriate forms of proxy.
These will be despatched to Calyx Shareholders and, for information only, to
Calyx Optionholders, in due course. The Acquisition and Scheme will be governed
by the laws of Ireland and will be subject to the applicable requirements of the
Takeover Rules, the Irish Stock Exchange, the London Stock Exchange, and
applicable laws.



The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2. Certain terms used in this announcement
are defined in Appendix 3.



This announcement is being made pursuant to Rule 2.5 of the Takeover Rules.



Enquiries:


Deloitte Corporate Finance                           [phone]
Financial Adviser to Stornoway Limited
Jonathan Hinton
David Smith

Buchanan Communications                              [phone]
Public Relations adviser to Stornoway Limited
Tim Thompson
James Strong

Calyx Group plc                                      [phone]
Gary Kennedy

Davy Corporate Finance                               [phone]
Financial Adviser to Calyx Group plc
Ronan Godfrey
John Frain

Murray Consultants                                   [phone]
Public Relations adviser to Calyx Group plc
Ed 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'), accept
responsibility for the information contained in this announcement relating to
Stornoway, Stornoway I, Clayfox Timid, Clayfox Gilttop, the directors of Alchemy
Partners (Guernsey) and the Management Team, and members of their immediate
families, related trusts and persons connected with them.  To the best of the
knowledge and belief of the Responsible Parties (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.



The Calyx Directors accept responsibility for all the information contained in
this announcement, other than information relating to Stornoway, Stornoway I,
Clayfox Timid, Clayfox Gilttop, the Management Team or the directors of Alchemy
Partners (Guernsey) and members of their immediate families, related trusts and
persons connected with them, and the recommendation of the Acquisition and the
Scheme by the Independent Directors and associated opinions. To the best of the
knowledge and belief of the Calyx Directors (who have taken all reasonable care
to ensure that such is the case), the information in this announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.



The Independent Directors accept responsibility for their recommendation of the
Acquisition and the Scheme and associated opinions contained in this
announcement. To the best of the knowledge and belief of the Independent
Directors (who have taken all reasonable care to ensure that such is the case),
the information for which they accept 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 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. Calyx and Stornoway urge Calyx
Shareholders to read the Scheme Document when it becomes available because it
will contain important information relating to the Acquisition.



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 Offer, 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.



This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Acquisition, 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. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such a future
market conditions and the behaviours of other market participants, and therefore
undue reliance should not be placed on such statements. Neither Calyx,
Stornoway, Stornoway I, Clayfox Timid nor Clayfox Gilttop assume any obligation
in respect of, or intend to update these forward-looking statements, except as
required pursuant to applicable law.



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.




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 out
in this document. The Acquisition and Scheme are governed by laws of Ireland and
subject to the exclusive jurisdiction of the courts of Ireland, which
exclusivity shall not limit the right to seek provisional or protective relief
in the courts of another State during or after any substantive proceedings have
been instituted in Ireland, nor shall it limit the right to bring enforcement
proceedings in another State on foot of an Irish judgment.

1.                   The Acquisition will be conditional upon the Scheme
becoming effective and unconditional by not later than 30 September 2007 (or
such lesser period as may be required by the Panel, or such later date as
Stornoway and Calyx may, with the consent of the Panel, agree and the Court may
allow). The Scheme will be conditional upon:

(i)            the approval of the Scheme by a majority in number representing
three-fourths or more in value of the holders of Calyx Shares at the Voting
Record Time, present and voting either in person or by proxy, at the Court
Meetings (or at any adjournment of such meetings);

(ii)           such resolution(s) in connection with and/or required to approve
or implement the Scheme and set out in the notice convening the Extraordinary
General Meeting being duly passed by the requisite majority at the Extraordinary
General Meeting (or at any adjournment of such meeting) including, for the
avoidance of doubt, the Rule 16 Resolution; and

(iii)          the sanction (with or without modification) of the Scheme and the
confirmation of the reduction of capital involved therein by the Court and
office copies of the Court Orders and the minute required by section 75 of the
Companies Act in respect of the reduction, being delivered for registration to
the Registrar of Companies and registration of the Court Order and minute
confirming the reduction of capital involved in the Scheme by the Registrar of
Companies.

2.                   Calyx and Stornoway have agreed that, subject to paragraph
3 of this Appendix I, the Acquisition will also be conditional upon the
following matters having been satisfied or waived on or before the sanction of
the 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 under
Section 21(4) of the Act), of the Act having elapsed without the Authority
having informed Calyx and Stornoway of the determination (if any) which it has
made under Section 21(2) of the Act; or

(iii)          the Authority, having informed Calyx and Stornoway that it has
been determined under Section 22(3)(a) of the Act that the Acquisition my be put
into effect; or

(iv)          the Authority, having informed Calyx and Stornoway that it has
determined under Section 22(3)(c) of the Act that the Acquisition may be put
into effect subject to conditions specified by the Authority being complied with
and such conditions not being, in the reasonable opinion of Stornoway, of a
material nature in the context of the Acquisition or the business of Calyx; or

(v)           the period of four months after the appropriate date (as defined
in Section 19(6) of the Ac) having elapsed without the Authority having made a
determination 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, any
analogous 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 any
statute, regulation or order or having withheld any consent or having done or
decided to do anything which would or might reasonably be expected to:

(i)                   make the Acquisition or its implementation, or the
acquisition or the proposed acquisition by Stornoway of any shares in, or
control of, Calyx, or any of the material assets of Calyx void, illegal or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, revoke, prohibit, materially restrict or materially delay
the same or impose additional or different conditions or obligations with
respect 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 a
whole) or otherwise challenge or interfere therewith (except where the result of
such challenge or interference would not have, or would not reasonably be
expected to have, a material adverse effect on the Wider Calyx Group taken as a
whole);

(ii)                 result in a material delay in the ability of Stornoway, or
render Stornoway unable, to acquire some or all of the Calyx Shares or require a
divestiture by any member of the Wider Stornoway Group of any shares in Calyx;

(iii)                (except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the Wider Calyx Group
taken as a whole) require, prevent or delay the divestiture by any member of the
Stornoway Group or by any member of the Wider Calyx Group of all or any portion
of their respective businesses, assets (including, without limitation, the
shares 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 or
otherwise) in the context of the Wider Calyx Group taken as a whole) impose any
limitation 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 part
thereof;

(iv)               impose any material limitation on or result in a material
delay in the ability of Stornoway to acquire, or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares
(or the equivalent) in, or to exercise voting or management control over, Calyx
or any member of the Wider Calyx Group which is material in the context of the
Wider Calyx Group taken as a whole or (except where the consequences thereof
would not be material (in value terms or otherwise) in the context of the Wider
Calyx Group taken as a whole) on the ability of any member of the Wider Calyx
Group to hold or exercise effectively, directly or indirectly, rights of
ownership of shares (or the equivalent) in, or to exercise rights of voting or
management control over, any member of the Wider Calyx Group which is material
in 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 as
a whole) require any member of the Wider Stornoway Group or any member of the
Wider 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 the
Wider Calyx Group owned by any third party;

(vi)               impose any limitation on the ability of any member of the
Calyx Group to integrate or co-ordinate its business, or any part of it, with
the businesses of any member of the Wider Calyx Group (except where the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Wider Calyx Group taken as a whole);

(vii)              result in any member of the Wider Calyx Group ceasing to be
able 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 or
otherwise) in the context of the Wider Calyx Group taken as a whole);

(viii)            cause any member of the Wider Calyx Group to cease to be
entitled to any Authorisation (as defined in paragraph (c) below) used by it in
the carrying on of its business (except where the consequences thereof would not
be material (in value terms or otherwise) in the context of the Wider Calyx
Group, taken as a whole); or

(ix)               otherwise materially adversely affect the business, profits,
assets, liabilities, financial or trading position of any member of the Wider
Calyx Group (except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the Wider Calyx Group taken as a
whole);

(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 which
Calyx or any subsidiary or subsidiary undertaking of Calyx having expired,
lapsed or having been terminated (as appropriate) (save to an extent which would
not be material (in value terms or otherwise) in the context of the Wider Calyx
Group taken as a whole) and all statutory or regulatory obligations in any
jurisdiction in which Calyx or a subsidiary shall be incorporated or carry on
business which is material in the context of the Wider Calyx Group taken as a
whole 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 a
whole), in each case, in connection with the Acquisition or its implementation
and all authorisations, orders, recognitions, grants, consents, clearances,
confirmations, licences, permissions and approvals in any jurisdiction ('
Authorisations' and each an 'Authorisation') reasonably deemed necessary by
Stornoway for or in respect of the Acquisition having been obtained on terms and
in a form reasonably satisfactory to Stornoway from all appropriate Third
Parties, (except where the consequence of the absence of any such Authorisation
would not be material (in value terms or otherwise) in the context of the Wider
Calyx Group taken as a whole) all such Authorisations remaining in full force
and effect, there being no written notice of an intention to revoke or vary or
not to renew the same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any such
jurisdiction having been complied with (except where the consequence of the
absence of any such Authorisation would not be material (in value terms or
otherwise) in the context of the Wider Calyx Group taken as a whole);

(d)                 all applicable waiting periods and any other time periods
during which any Third Party could, in respect of the Acquisition or the
acquisition or proposed acquisition of any shares or other securities (or the
equivalent) in, or control of, Calyx or any member of the Wider Calyx Group by
Stornoway, institute or implement any action, proceedings, suit, investigation,
enquiry or reference under the laws of any jurisdiction which would be
reasonably 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 a
whole) any member of the Calyx Group, having expired, lapsed or been terminated;

(e)                 except as disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, facility, lease or other
instrument to which any member of the Wider Calyx Group is a party or by or to
which any such member or any of its respective assets may be bound, entitled or
be subject and which, in consequence of the Acquisition or the acquisition or
proposed acquisition by Stornoway of any shares or other securities (or the
equivalent) in or control of, Calyx or any member of the Calyx Group or because
of a change in the control or management of Calyx or otherwise, would or would
be reasonably expected to result (except where, in any of the following cases,
the consequences thereof would not be material (in value terms or otherwise) in
the 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 Wider
Calyx Group becoming, or becoming capable of being declared, repayable
immediately or prior to their or its stated maturity;

(ii)                 the creation or enforcement of any mortgage, charge or
other security interest wherever existing or having arisen over the whole or any
part of the business, property or assets of any member of the Wider Calyx Group
or 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, or
the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated or adversely modified or any adverse action being taken or any
obligation or liability arising thereunder;

(iv)               any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Calyx Group being or falling to be disposed
of or charged, or ceasing to be available to any member of the Wider Calyx Group
or any right arising under which any such asset or interest would be required to
be disposed of or charged or would cease to be available to any member of the
Wider Calyx Group otherwise than in the ordinary course of business;

(v)                 any member of the Wider Calyx Group ceasing to be able to
carry on business;

(vi)               the value of, or financial or trading position of any
subsidiary being prejudiced or adversely affected; or

(vii)              the creation of any liability or liabilities (actual or
contingent) 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 (by
the delivery of an announcement to the Irish Stock Exchange or the London Stock
Exchange or otherwise publicly disclosed in the Calyx Group's preliminary
results announcement for the year ended 31 December 2006) by Calyx, no member of
the 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 or
options to subscribe for or acquire, any such shares or convertible or
exchangeable securities (except for (A) issues to Calyx or wholly-owned
subsidiaries of Calyx, or (B) upon any exercise of options under the Calyx Share
Option Schemes);

(ii)                recommended, declared, paid or made any bonus, dividend or
other distribution other than bonuses, dividends or other distributions lawfully
paid or made to another member of the Wider Calyx Group;

(iii)               save for transactions between two or more members of the
Calyx Group ('intra-Calyx Group transactions') made or authorised, proposed or
announced any change in its loan capital (save in respect of loan capital which
is not material (in value terms or otherwise) in the context of the Calyx Group
taken 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 course
of trading) acquisition or disposal of (or of any interest in) assets or shares
(or the equivalent thereof) in any undertaking or undertakings (except in any
such case where the consequences of any such merger, demerger, reconstruction,
amalgamation, scheme, acquisition or disposal would not be material (in value
terms or otherwise) in the context of the Calyx Group taken as a whole);

(v)                except in the ordinary and usual course of business entered
into or materially improved, or made any offer (which remains open for
acceptance) to enter into or improve, the terms of the employment contract with
any director of Calyx or any person occupying one of the senior executive
positions in the Calyx Group;

(vi)              permitted a variation in the terms or rules governing the
Calyx 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 a
whole) issued or agreed to issue any loan capital or (save in the ordinary
course of business and save for intra-Calyx Group transactions) debentures or
incurred any indebtedness or contingent liability;

(viii)           purchased, redeemed or repaid or announced any offer to
purchase, redeem or repay any of its own shares or other securities (or the
equivalent) or reduced or made any other change to any part of its share
capital;

(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 a
whole) (A) merged with any body corporate, partnership or business, or (B) and
save 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 a
whole), entered into or varied any contract, transaction, arrangement or
commitment or announced its intention to enter into or vary any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature or
magnitude or which is or would be restrictive on the business of any member of
the Wider Calyx Group;

(xi)              waived or compromised any claim which would be material (in
value terms or otherwise) in the context of the Wider Calyx Group taken as a
whole;

(xii)             (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider Calyx Group, taken as
a whole) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease to carry on all or a
substantial 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 a
whole) made or agreed to any significant change to the terms of the trust deeds
constituting the pension schemes established for its directors and/or employees
and/or their dependants or to the benefits which accrue, or to the pensions
which are payable thereunder, or to the basis on which qualification for or
accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees involving the appointment of a trust corporation;

(xiv)           take any corporate action or had any legal proceedings
instituted against it in respect of its winding-up, dissolution, examination or
reorganisation or for the appointment of a receiver, examiner, administrator,
administrative receiver, trustee or similar officer of all or any part of its
assets or revenues, or (A) any analogous proceedings in any jurisdiction, or (B)
appointed any analogous person in any jurisdiction in which Calyx or any
subsidiary shall be incorporated or carry on any business;

(xv)            entered into any agreement, contract or binding commitment or
passed any resolution or made any offer or announcement with respect to, or to
effect 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 by
Calyx (by delivery of an announcement to the Irish Stock Exchange or the London
Stock Exchange or otherwise publicly disclosed in the Calyx Group's preliminary
results announcement for the year ended 31 December 2006) on or prior to the
issue of this announcement:

(i)                   there not having arisen any adverse change or
deterioration in the business, assets, financial or trading position or profits
of Calyx or any member of the Wider Calyx Group (save to an extent which would
not be material (in value terms or otherwise) in the context of the Wider Calyx
Group taken as a whole);

(ii)                 no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Calyx Group is or would
reasonably be expected to become a party (whether as plaintiff or defendant or
otherwise) and no investigation by any Third Party against or in respect of any
member of the Wider Calyx Group having been instituted or remaining outstanding
by, against or in respect of any member of the Calyx Group (save where the
consequences of such litigation, arbitration proceedings, prosecution or other
legal proceedings or investigation are not or would not be material (in value
terms or otherwise) in the context of the Wider Calyx Group taken as a whole);

(iii)                no contingent or other liability existing or having arisen
which would reasonably be expected to affect adversely any member of the Wider
Calyx Group (save where such liability is not or would not be material (in value
terms) 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 the
withdrawal, cancellation, termination or modification of any licence, consent,
permit, Access Right or authorisation held by any member of the Wider Calyx
Group which is necessary for the proper carrying on of its business and which is
material in the context of the Wider Calyx Group;

(h)                 except as disclosed, Stornoway not having discovered that
any financial, business or other information concerning the Wider Calyx Group
which is material in the context of the Wider Calyx Group taken as a whole and
which has been publicly disclosed, is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make the
material information contained therein not misleading (save where the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Wider Calyx Group taken as a whole);

(i)                   except as disclosed and/or save as publicly announced (by
delivery of an announcement to the Irish Stock Exchange or the London Stock
Exchange or otherwise publicly disclosed in the Calyx Group's preliminary
results announcement for the year ended 31 December 2006) by Calyx on or prior
to the issue of this announcement, Stornoway not having discovered:

(i)                   that any member of the Wider Calyx Group or any
partnership, company or other entity in which any member of the Wider Calyx
Group has an interest and which is not a subsidiary undertaking of Calyx is
subject to any liability, contingent or otherwise (save where such liability is
not or would not be material (in value terms or otherwise) in the context of the
Wider Calyx Group taken as whole);

(ii)                 in relation to any release, emission, discharge, disposal
or other fact or circumstance which has caused or reasonably might impair the
environment or harm human health, that any past or present member of the Wider
Calyx Group has acted in violation of any laws, statutes, regulations, notices
or other legal or regulatory requirements of any Third Party.

(iii)                that there is, or is likely to be, any liability, whether
actual or contingent, to make good, repair, reinstate or clean up any property
now or previously owned, occupied or made use of by any past or present member
of the Wider Calyx Group or any other property or any controlled waters under
any environmental legislation, regulation, notice, circular, order or other
lawful requirement of any relevant Authority (whether by formal notice or order
or not) or Third Party or otherwise (save where such liability is not or would
not be material (in value terms or otherwise) in the context of the Calyx Group
taken as a whole); and

(iv)               that circumstances exist at the date the offer is made which
are likely to result in any actual or contingent liability to any member of the
Wider Calyx Group under any applicable legislation referred to in sub-paragraph
(iii) above to improve or modify existing or install new plant, machinery or
equipment 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 or
otherwise) in the context of the Wider Calyx Group, taken as a whole).

(j)                  except as disclosed, no member of the Calyx Group being in
default under the terms or conditions of any facility or agreement or
arrangement for the provision of loans, credit or drawdown facilities, or of any
security, surety or guarantee in respect of any facility or agreement or
arrangement for the provision of loans, credit or drawdown facilities to any
member of the Calyx Group;.

(k)                 for the purposes of the conditions set out above:

(i)                   'Calyx Group' means Calyx and its subsidiaries and
subsidiary undertakings;

(ii)                 'disclosed' means fairly and accurately disclosed by or on
behalf of Calyx in writing (or in written form), to Stornoway or Deloitte or its
respective employees, officers or advisers at any time up to 25 May 2007 (being
the date of this announcement) or orally at formal due diligence meetings
between representatives of Stornoway and Calyx;

(iii)                'parent undertaking', 'subsidiary undertaking', 'associated
undertaking' and 'undertaking' have the meanings given by the European
Communities (Companies: Group Accounts) Regulations, 1992;

(iv)               'substantial interest' means an interest in 20 per cent or
more of the voting equity capital of an undertaking;

(v)                 'Wider Calyx Group' means Calyx or any of its subsidiaries
or subsidiary undertakings or associated companies (including any joint venture,
partnership, firm or company or undertaking in which any member of the Stornoway
Group (aggregating their interests) is interested) or any company in which any
such member has a substantial interest; and

(vi)               'Wider Stornoway Group' means Stornoway or any of its
subsidiaries or subsidiary undertakings or associated companies (including any
joint venture, partnership, firm or company or undertaking in which any member
of the Stornoway Group (aggregating their interests) is interested) or any
company in which any such member has a substantial interest.

3.                   Subject to the requirements of the Panel, Stornoway
reserves the right (but shall be under no obligation) to waive, in whole or in
part, 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 set
out above have been fulfilled or (if capable of waiver) waived or, where
appropriate, have been determined by Stornoway to be or to remain satisfied on
the Effective Date.

5.                   If Stornoway is required to make an offer for Calyx Shares
under the provisions of Rule 9 of the Takeover Rules, Stornoway may make such
alterations to any of the above conditions as are necessary to comply with the
provisions of that rule.

6.                   Stornoway reserves the right to effect the Acquisition by
way of a takeover offer. In such event, such offer will be implemented on the
same terms (subject to appropriate amendments, including (without limitation) an
acceptance condition set at 80 per cent. of the Calyx Shares affected other than
Calyx Shares already in the beneficial ownership of Stornoway within the meaning
of Section 204 of the Companies Act (but capable of waiver on a basis consistent
with Rule 10 of the Takeover Rules)), so far as applicable, as those which would
apply to the Scheme.






APPENDIX 2



BASES AND SOURCES



1.             The value attributed to the existing issued share capital of
Calyx is based upon the 69,526,914 Shares in issue as at the Latest Practicable
Date.



2.             Unless otherwise stated, the financial information on Calyx is
extracted from Calyx's preliminary results announcement for the year ended 31
December 2006 and annual report and accounts for the year ended 31 December
2005.



3.             Unless otherwise stated, all prices for Calyx Shares have been
derived from the Daily Official List of the Irish Stock Exchange or the London
Stock Exchange (as the case may be) and represent Closing Prices on the relevant
date.



4.             The maximum cash consideration due pursuant to the Acquisition
referred to in paragraph 9 of this announcement is based upon the 55,996,221
Cancellation Shares in issue as at the Latest Practicable Date and 4,252,600
Calyx Shares which are capable of being issued under the Calyx Share Option
Schemes.



5.             2,416,900 Calyx Shares are capable of being issued under the 2005
Employee Share Option Plan and 1,835,700 Calyx Shares are capable of being
issued under the EMI Sub-Plan for UK employees of Calyx.



6.             The value attributed to the senior debt and mezzanine finance to
be provided by Anglo Irish Bank Corporation plc is based upon an exchange rate
of 1.47830 euros to £1, being the prevailing mid-point exchange rate as at 5
p.m. London time on the Latest Practicable Date.


APPENDIX 3



DEFINITIONS



The following definitions apply throughout this announcement, unless the context
otherwise 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 to
the euro and cent.



All amounts contained within this document referred to by '£' and 'pence' refer
to 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 any
legislation is to Irish legislation unless specified otherwise.




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