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Celtic Investment Shareholders Approve a Going Private Transaction.

SALT LAKE CITY -- Celtic Investment Inc. (Pink Sheets: CELT), a financial services holding company with headquarters in Salt Lake City, reported that at a Special Meeting of Shareholders held on March 8, 2006, its shareholders approved a proposal to amend the company's Certificate of Incorporation to effect a going private transaction involving a 1-for-50,000 reverse stock split of the outstanding shares of the company's common stock, with shareholders holding less than one full share following the reverse stock split receiving scrip for such fractional share.

A total of 6,972,291 votes were entitled to be cast at the Special Meeting of Shareholders. A total of 5,639,475 votes were actually cast at the Special Meeting in person or by proxy representing approximately 81% of the votes entitled to be cast. A total of 5,570,106 votes were voted in favor of the reverse stock split proposal, 41,204 votes against the reverse stock split proposal and 28,165 votes abstained. Accordingly approximately 99% of the votes cast voted in favor of the reverse stock split proposal.

This is a going private transaction and is effective March 10, 2006.

As a result of the approval of the reverse stock split proposal, (i) each shareholder holding fewer than 50,000 shares of Celtic's common stock prior to the reverse stock split now owns "Scrip" rather than a fractional share and is no longer a Celtic shareholder; (ii) each shareholder holding greater than 50,000 shares of Celtic's common stock now owns one share of Celtic common stock for every 50,000 shares they owned prior to the reverse split and now own Scrip for each share that would otherwise be converted into a fractional share as a result of the reverse stock split. "Scrip" is a temporary document or right that represents a fractional portion of a share of Celtic stock which will exist after the reverse stock split. Scrip holders may sell their Scrip rights or may purchase Scrip rights from other Scrip holders in order to accumulate one or more full shares of Celtic common stock after the reverse split. All Scrip rights will become void and cease to exist on Dec. 31, 2006. Celtic anticipates that holders of Scrip will receive a tender offer from one or more groups or persons who may desire to purchase Scrip in order to accumulate one or more post reverse split whole shares. The price offered for any Scrip will be determined by the offeror and not by Celtic.

Celtic does not file reports with the Securities and Exchange Commission. Celtic's shares have been quoted on the Pink Sheets Electronic Quotation Service ("Pink Sheets"), but there is a very limited trading market for its securities. Celtic's wholly owned subsidiary, Celtic Bank Corp. (Celtic Bank), is an FDIC-insured state-chartered industrial bank or industrial loan corporation, which has headquarters in Salt Lake City.
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Publication:Business Wire
Date:Mar 9, 2006
Words:482
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