Niscayah applies for delisting and convenes extraordinary general meeting to elect a new board of directors

Niscayah applies for delisting and convenes extraordinary general
meeting to elect a new board of directors

 

Stanley Black & Decker Inc. (”Stanley Black & Decker”) has on 2
September 2011 completed its public offer for Niscayah Group AB (publ)
(”Niscayah” or the ”Company”). Stanley Black & Decker at present
controls approximately 95 percent of the shares in Niscayah, has
extended the acceptance period up to and including 23 September 2011 for
the purpose of acquiring additional shares, and has announced that they
have resolved to initiate a compulsory acquisition procedure to acquire
all remaining shares in the Company.

In view of the above the Board of Directors in Niscayah no longer
considers it necessary for the Company to remain listed and has
therefore resolved to apply for delisting of the Company's B-shares on
NASDAQ OMX Stockholm. The last day of trading in the Company's B-shares
on NASDAQ OMX Stockholm will be announced as soon as the Company has
received confirmation from NASDAQ OMX Stockholm.

The Board of Directors has also resolved to convene an extraordinary
general meeting for the purpose of electing a new Board of Directors.
The meeting will be held on Monday 10 October 2011 at the Company's head
office. For full notice please see below.

EXTRAORDINARY GENERAL MEETING IN NISCAYAH GROUP AB (PUBL)

The Shareholders of Niscayah Group AB are hereby invited to attend an
Extraordinary General Meeting to be held at 4.00 p.m. CET on Monday 10
October 2011, at Niscayah's head office at Lindhagensplan 70, Stockholm.
Registration for the Extraordinary General Meeting starts at 3.00 p.m.
CET.

Notice of attendance

Shareholders who wish to attend the Extraordinary General Meeting must:

(i) be recorded in the share register kept by Euroclear Sweden AB on
Tuesday 4 October 2011, and

(ii) notify the company of their intent to attend the Extraordinary
General Meeting in writing to Niscayah Group AB, “EGM” c/o Euroclear
Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, or by telephone
+46 10 458 80 78, or via the company website
www.niscayah.com (http://www.niscayah.com/) on Tuesday 4 October 2011,
at 4.00 p.m. CET at the latest.

When giving notice of attendance, the shareholder shall state name,
personal identity number (corporate identification number), address,
telephone number and number of shares. Proxy forms are held available on
the company website www.niscayah.com (http://www.niscayah.com/) and will
be sent to shareholders who contact the company and submit their
address. Proxy and representative of a legal person shall submit proof
of authority to the Extraordinary General Meeting. As confirmation of
the notification, Niscayah Group AB will send an entry card, which shall
be presented at registration for the Extraordinary General Meeting.

In order to participate at the Extraordinary General Meeting,
shareholders with nominee-registered shares must request their bank or
broker to have the shares temporarily owner-registered with Euroclear
Sweden AB by Tuesday 4 October 2011 at the latest. The shareholders must
therefore notify their nominees in due time before the said date.

Agenda

Proposal for Agenda

 1. Opening of the Meeting.
 2. Election of Chairman at the Extraordinary General Meeting.
 3. Preparation and approval of the voting list.
 4. Approval of the Agenda.
 5. Election of one or two person(s) to approve the minutes.
 6. Determination of compliance with the rules of convocation.
 7. Determination of the number of members of the Board of Directors.
 8. Determination of fees to the Board of Directors.
 9. Election of members of the Board of Directors.
10. Closing of the Meeting.

Proposal for resolution

SBD Holding AB (publ), which holds approximately 95.5 per cent of the
shares and 96.9 per cent of the votes in the company, proposes (i) that
the Board of Directors shall consist of six members without any
alternate members, (ii) that no remuneration shall be paid to the
members of the Board of Directors, (iii) that Craig Douglas, Bruce
Ginnever, Håkan Gustavson, Nicholas Källsäter and David Schelin, shall
be elected as new members of the Board of Directors and that Håkan
Kirstein shall remain as a member of the Board of Directors up until the
end of the next Annual General Meeting, and (iv) that Bruce Ginnever
shall be elected as chairman of the Board of Directors.

More detailed information on the proposed members of the Board of
Directors will be published on the company's website
www.niscayah.com (http://www.niscayah.com/) in due time prior to the
Extraordinary General Meeting.

Information at the extraordinary general meeting and number of shares

The Board and the Managing Director shall at the Extraordinary General
Meeting, if a shareholder so requests and the Board believes that it can
be done without significant harm to the company, provide information
regarding circumstances that (i) may affect the assessment of an item on
the agenda, (ii) circumstances that may affect the assessment of the
company's or its subsidiaries' financial position or information
concerning (iii) the company's relation with other companies within the
group.

The total number of shares in the company amounts to 365,058,897 divided
between 17,142,600 class A shares and 347,916,297 class B shares. The
total number of votes in the company amounts to 519,342,297. At the time
of this notice 1,492,835 class B shares are held by the company and do
not entitle to any voting right.

Stockholm in September 2011

The Board of Directors

NISCAYAH GROUP AB (publ)

This press release is also available at
www.niscayah.com (http://www.niscayah.com/).

For further information:

Håkan Gustavson, CFO                            
hakan.gustavson@niscayah.com (hakan.gustavson@niscayah.com)

Else Schlasberg, Investor Relations           + 46 10 458 8080

.

Niscayah Group AB (publ) discloses the information provided herein
pursuant to the Swedish Securities Markets Act and/or the Swedish
Financial Instruments Trading Act. This information was submitted for
publication on 16 September 2011 at 17.30 CET