2.5 Announcement

Irish Continental Group PLC
08 March 2007


 Not for release, publication or distribution, in whole or in part, in, into or
                         from a Restricted Jurisdiction

8 March 2007

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        RECOMMENDED ACQUISITION FOR CASH OF IRISH CONTINENTAL GROUP PLC
                BY AELLA PLC BY MEANS OF A SCHEME OF ARRANGEMENT

                  UNDER SECTION 201 OF THE COMPANIES ACT, 1963

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Summary

* The Board of Aella and the Independent Board of ICG are pleased to announce
that they have reached agreement on the terms of a recommended acquisition for
cash of the entire issued and to be issued share capital of ICG by Aella by
means of a scheme of arrangement under Section 201 of the Companies Act, 1963.
The Board of Aella is advised by Goodbody Corporate Finance.

* The consideration for the Acquisition will comprise the Cash Consideration
(which incorporates a Partial Loan Note Alternative). There is also an
opportunity to elect for a Redeemable Preference Share Alternative.

* Cash Consideration

Under the terms of the Scheme, ICG Shareholders will be entitled to receive €
18.50 per ICG Unit in Cash Consideration. The Cash Consideration values the
entire issued and to be issued share capital of ICG at approximately €471.3
million.

* The Cash Consideration represents a premium of approximately:

o 18.6 per cent. to the closing share price on 7 March 2007, being the last date
prior to this announcement;

o 33.1 per cent. to the share price on 1 January 2007, compared to a fall in the
ISEQ index of 1.1 per cent. and a fall in the FTSE 350 index of 0.9 per cent.
over the same period;

o 35.8 per cent. to the average share price over the six months preceding 8
March 2007 of €13.62;

o 72.9 per cent. to the share price on 8 September 2006, six months prior to the
date of this announcement.

* Partial Loan Note Alternative to the Cash Consideration

The Partial Loan Note Alternative will be made available to ICG Shareholders,
who may elect to receive loan notes with a compound interest of 19 per cent. per
annum instead of all or any part of the Cash Consideration to which they would
otherwise be entitled under the terms of the Acquisition. The Partial Loan Note
Alternative shall be subject to scaling down in the event, and to the extent,
that ICG Shareholders elect to receive in aggregate more than €45 million Loan
Notes.

The Partial Loan Note Alternative will not be available in the Restricted
Jurisdictions and ICG Shareholders will not be permitted to make an election for
the Partial Loan Note Alternative from any of the Restricted Jurisdictions. No
ICG Shareholder will be entitled to require Loan Notes to be posted to an
address in any of the Restricted Jurisdictions and no ICG Shareholder will be
entitled to require Loan Notes to be registered in his/her name with an address
in any of the Restricted Jurisdictions.

* Recommendation of the Independent Board

The Independent Board, which has been so advised by NCB Corporate Finance,
considers the terms of the Acquisition to be fair and reasonable. In providing
its advice, NCB Corporate Finance has taken into account the commercial
assessments of the Independent Board. Accordingly, the Independent Board intends
unanimously to recommend to ICG Shareholders to vote in favour of the
Acquisition and Scheme, as the members of the Independent Board who hold ICG
Units have irrevocably undertaken (subject to certain exceptions) to do in
respect of their own beneficial holdings, amounting to, in aggregate 47,354 ICG
Units, which represents approximately 0.2 per cent. of the issued share capital
of ICG.

The Independent Board does not intend to make any recommendation in respect of
either the Partial Loan Note Alternative or the Redeemable Preference Share
Alternative.

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

* Aella is owned by Adonia Aella, which is owned and controlled by the MBO Team,
who in total own 2,314,880 ICG Units representing approximately 9.85 per cent.
of the issued share capital of ICG and who have irrevocably committed to vote in
favour of the Acquisition and Scheme. In addition, the MBO Team hold 1,267,500
options over ICG Units, these options together with the ICG Units owned by the
MBO Team represent 14.1 per cent. of the issued and to be issued share capital
of ICG. The members of the MBO Team are Eamonn Rothwell, Garry O'Dea, Tony
Kelly, John Reilly and Tom Corcoran.

* The MBO Team will reinvest all of their ICG Units in Aella.

Commenting on the Acquisition on behalf of the Independent Board, the Chairman
of ICG, Mr John B McGuckian, said:

'After careful consideration, the Independent Board is pleased to have reached a
position where the Cash Consideration is at a price level which the Independent
Board will recommend the Acquisition to ICG Shareholders.

The share price has performed very strongly since the Company's positive trading
update on 14 December 2006, which demonstrated the benefits of the profit
improvement initiatives taken by the Board in recent years. The Cash
Consideration for the Acquisition is at an attractive premium to what has been a
strong performing share price.

The Independent Board believes that the Acquisition represents a fair and
attractive opportunity for ICG Shareholders to realise their investment for the
Cash Consideration.'

This summary should be read in conjunction with the full text of the following
announcement. Appendix III to the following announcement contains definitions of
certain terms used in this summary and the following announcement.

Enquiries:

Aella plc
Eamonn Rothwell Tel: [phone]
Garry O'Dea Tel: [phone]

Goodbody Corporate Finance Tel: [phone]
Brian O'Kelly
Finbarr Griffin
David Kearney

Q4 Public Relations
Gerry O'Sullivan Tel: [phone]

Irish Continental Group plc
Independent Board
John B McGuckian Tel: [phone]

NCB Corporate Finance Tel: [phone]
Liam Booth
Jonathan Simmons
Shane Lawlor

Drury Communications Tel: [phone]
Billy Murphy

The directors of Aella accept responsibility for the information contained in
this announcement, other than that relating to ICG, the ICG Group, the directors
of ICG and members of their immediate families, related trusts and persons
connected with them, and the recommendation and related opinions of the
Independent Board. They also accept responsibility for the information contained
in this announcement relating to the participation of the MBO Team (or any
members thereof) in, or their arrangements with, Aella and/or Adonia Aella. To
the best of the knowledge and belief of the directors of Aella (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 directors of ICG accept responsibility for the information contained in this
announcement relating to ICG, the ICG Group, the directors of ICG (solely in
their capacity as such) and members of their immediate families, related trusts
and persons connected with them, except for the recommendation and related
opinions of the Independent Board. The directors of ICG do not take
responsibility for the information contained in this announcement relating to
the participation of the MBO Team (or any members thereof) in, or their
arrangements with, Aella and/or Adonia Aella. The Independent Board accepts
responsibility for the recommendation and the related opinions of the
Independent Board contained in this announcement. To the best of the knowledge
and belief of the directors of ICG and the Independent Board (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they respectively accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

Goodbody Corporate Finance, which is authorised in Ireland by the Financial
Regulator under the Investment Intermediaries Act 1995, is acting exclusively
for Aella and no one else in connection with the Acquisition and will not be
responsible to anyone other than Aella for providing the protections afforded to
customers of Goodbody Corporate Finance or for providing advice in relation to
the Acquisition the contents of this announcement or any transaction or
arrangement referred to herein.

NCB Corporate Finance Limited, which is authorised in Ireland by the Financial
Regulator under the Investment Intermediaries Act 1995, is acting exclusively
for ICG and no one else in connection with the Acquisition and will not be
responsible to anyone other than ICG for providing the protections afforded to
customers of NCB Corporate Finance or for providing advice in relation to the
Acquisition, the contents of this announcement or any transaction or arrangement
referred to herein.

The full text of the conditions and reference to certain further terms of the
Acquisition and Scheme are set out in Appendix I.

This announcement does not constitute an offer to purchase, sell, subscribe or
exchange or the solicitation of an offer to purchase, sell, subscribe or
exchange any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise.

The distribution of this announcement in or into certain jurisdictions may be
restricted by the laws of those jurisdictions. Accordingly, copies of this
announcement and all other documents relating to the Acquisition are not being,
and must not be, mailed or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction. Persons receiving such documents (including,
without limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the securities laws
of any such jurisdiction.

Any response in relation to the Acquisition should be made only on the basis of
the information contained in the Scheme Document or any document by which the
Acquisition and Scheme are made.

The securities to be issued pursuant to the Acquisition under the Partial Loan
Alternative and the Redeemable Preference Share Alternative will be issued
pursuant to the exemption from the registration requirements of the U.S.
Securities Act of 1933, as amended (the 'Securities Act'), provided by Section 3
(a)(10) thereof, and have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States. In
order to qualify for the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10), there must be a hearing on the
fairness of the Scheme's terms and conditions to the ICG Shareholders, which all
the ICG Shareholders are entitled to attend in person or through representatives
to oppose the sanctioning of the Scheme by the High Court, and with respect to
which notification will be given to all the ICG Shareholders. The High Court's
attention is drawn to the fact that, for the purpose of qualifying for the
exemption from the registration requirements of the Securities Act provided by
Section 3(a)(10), Aella intends to rely on the High Court's hearing to sanction
the Scheme.

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Acquisition, ICG, Aella and Adonia Aella. 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. Aella assumes no obligation in respect of, nor
intends to update these forward-looking statements, except as required pursuant
to applicable law.

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

Any person who is a holder of one per cent. or more of the ICG Units may have
disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective
from the date of the commencement of the offer period in respect of the
Acquisition.


Not for release, publication or distribution, in whole or in part, in, into or
from a Restricted Jurisdiction

8 March 2007

        RECOMMENDED ACQUISITION FOR CASH OF IRISH CONTINENTAL GROUP PLC
                BY AELLA PLC BY MEANS OF A SCHEME OF ARRANGEMENT

                  UNDER SECTION 201 OF THE COMPANIES ACT, 1963

1. Introduction

The Board of Aella, which has been advised by Goodbody Corporate Finance, and
the Independent Board of ICG are pleased to announce that they have reached
agreement on the terms of a recommended acquisition for cash of the entire
issued and to be issued share capital of ICG by Aella by means of a scheme of
arrangement under Section 201 of the Companies Act, 1963. The consideration for
the Acquisition will comprise the Cash Consideration (which incorporates a
Partial Loan Note Alternative). There will also be an opportunity to elect for a
Redeemable Preference Share Alternative.

The Independent Board, which has been so advised by NCB Corporate Finance,
considers the terms of the Acquisition to be fair and reasonable. In providing
its advice, NCB Corporate Finance has taken into account the commercial
assessments of the Independent Board. Accordingly, the Independent Board intends
unanimously to recommend to ICG Shareholders to vote in favour of the
Acquisition and Scheme, as the members of the Independent Board who hold ICG
Units have irrevocably undertaken to do in respect of their own beneficial
holdings, amounting to, in aggregate 47,354 ICG Units, which represents
approximately 0.2 per cent. of the issued share capital of ICG.

The Independent Board does not intend to make any recommendation in respect of
either the Partial Loan Note Alternative or the Redeemable Preference Share
Alternative.

The Acquisition and Scheme will be subject to the conditions and further terms
set out in Appendix I, which will also be set out in the Scheme Document.

Aella is owned by Adonia Aella, which is owned and controlled by the MBO Team,
who in total own 2,314,880 ICG Units representing approximately 9.85 per cent.
of the issued share capital of ICG and who have irrevocably committed to vote in
favour of the Acquisition and Scheme. In addition, the MBO Team hold 1,267,500
options over ICG Units, these options together with the ICG Units owned by the
MBO Team represent 14.1 per cent. of the issued and to be issued share capital
of ICG. The members of the MBO Team are Eamonn Rothwell, Garry O'Dea, Tony
Kelly, Tom Corcoran and John Reilly.

Certain terms used in this announcement are defined in Appendix III to this
announcement.

2. The Cash Consideration

The Cash Consideration represents:


             for each ICG Unit             €18.50 in cash

The Cash Consideration values the entire issued and to be issued share capital
of ICG at approximately €471.3 million.

The Cash Consideration represents a premium of approximately:

o 18.6 per cent. to the closing share price on 7 March 2007, being the last date
prior to this announcement;

o 33.1 per cent. to the share price on 1 January 2007, compared to a fall in the
ISEQ index of 1.1 per cent and a fall in the FTSE 350 index of 0.9 per cent.
over the same period;

o 35.8 per cent. to the average share price over the six months preceding 8
March 2007 of €13.62;

o 72.9 per cent. to the share price on 8 September 2006, six months prior to the
date of this announcement.


3. The Partial Loan Note Alternative to the Cash Consideration

A Partial Loan Note Alternative to the Cash Consideration will be made available
to ICG Shareholders who may elect to receive Loan Notes with a compound interest
rate of 19 per cent. per annum in respect of all or any part of their holdings
of ICG Units. The Loan Notes may not be repaid without the consent of the Senior
Lenders. The Loan Notes may not be repaid before the second anniversary of their
issue and the 19 per cent. coupon will be rolled over on a compound basis and
will be payable on redemption.

ICG Shareholders will be entitled to elect to receive Loan Notes to be issued on
the following basis:

    for every €1 of Cash Consideration          a Loan Note of €1

The Loan Notes, which will be issued by Aella, will be governed by the laws of
Ireland, will be unsecured subordinated obligations of Aella, will not be
guaranteed as to the payment of principal and the coupon and will be issued,
credited as fully paid, in amounts and integral multiples of €1. For the
purposes of providing for the subordination of the Loan Notes to the interests
of the Senior Lenders under the Bank Facilities, the Loan Notes will be issued
to a nominee who will hold the Loan Notes on behalf of the relevant ICG
Shareholders subject to the terms of the Intercreditor Agreement.

The Loan Notes will be non-transferable and no application will be made for them
to be listed or dealt in on any stock exchange.

To the extent that elections for Loan Notes are received in excess of €45
million, they will be scaled down, as nearly as practicable, pro rata to all
valid elections received (from ICG Shareholders and ICG Optionholders). Assuming
all ICG Shareholders and ICG Optionholders elected to receive Loan Notes in
respect of their entire holding of ICG Units, ICG Shareholders and ICG
Optionholders would be entitled to receive Loan Notes in respect of
approximately 11.1 per cent. of their ICG Units on the basis that the MBO Team
accept the Redeemable Preference Share Alternative.

In the event of elections having to be scaled down, those ICG Shareholders or
ICG Optionholders who have validly elected to receive Loan Notes will instead
receive the Cash Consideration in lieu of the Loan Notes they would have
received had such elections not been scaled down.

The Partial Loan Note Alternative will not be available in the Restricted
Jurisdictions and ICG Shareholders will not be permitted to make an election for
the Partial Loan Note Alternative from any of the Restricted Jurisdictions. No
ICG Shareholder will be entitled to require Loan Notes to be posted to an
address in any of the Restricted Jurisdictions and no ICG Shareholder will be
entitled to require Loan Notes to be registered in his/her name with an address
in any of the Restricted Jurisdictions.

The Independent Board does not intend to make any recommendation in respect of
the Partial Loan Note Alternative.

Further details of the Loan Notes and the Partial Loan Note Alternative will be
contained in the Scheme Document.

4. Background to and Reasons for Recommending the Acquisition

On 14 December 2006, the Company issued a positive trading statement to inform
the market that trading for the year ended 31 December 2006 was ahead of
previous expectations. Since the trading statement, the Share price has risen
strongly from €12.95, being the official closing price on 13 December 2006, to a
closing price of €15.61 on 8 February 2007, being the latest date prior to the
approach by the MBO Team to the Independent Board. This represents an increase
of approximately 20.5 per cent. during a period when the ISEQ Overall Index
increased by approximately 7.3 per cent and also represents the highest level at
which the Shares have traded since June 1998. The Cash Consideration is at a
further premium of 18.5 per cent. to the closing price on 8 February 2007.

During the past three years, ICG has faced considerable challenges in the
markets in which it operates. Continuing increased competition and capacity from
low-cost airlines and a generally higher fuel price environment, as well as
significant fluctuations in fuel costs, combined with continuing strong direct
competition in all its core markets have created a challenging trading
environment for the Company.

To address these challenges, the Company has had to restructure its overall cost
base in order to remain competitive and profitable. This included the
implementation of fundamental changes in the cost structure of the ferries
business, involving the successful outsourcing of crewing for its Irish Sea and
France ferry routes, together with implementing certain further shore-based
cost-saving initiatives.

In addition to the above cost saving measures for the ferries business, the
Company has sought to off-set the adverse effects of a declining tourism market,
with continued investment in its freight and container business and to continue
to develop the potential of the Dublin Port Terminal facilities which the
Company operates.

The resultant improved competitiveness of the Company from these initiatives
came at a significant cost to the Company in terms of redundancy costs and
service disruptions due to strike action, which impacted both the financial
performance and the financial position of the Company. Notwithstanding these
costs and service disruptions, these initiatives have succeeded in bringing
about a fundamental change in the cost structure and profitability of the
Company, which is reflected in the preliminary results for the year, ended 31
December 2006.

The Independent Board believes that whilst the Company is now well-placed to
face the ongoing challenges in its markets, the Cash Consideration represents an
attractive opportunity for the Shareholders to realise a fair value for their
ICG Units.

In forming its view to recommend the Cash Consideration, the Independent Board,
which has been advised by NCB Corporate Finance, has considered, inter alia, the
following views of the Company:

Uncertainty in relation to the level of future revenue and profit growth:

- as a result of the measures implemented between 2004 and 2006, there remains
relatively little scope in the business to drive profit growth through further
cost saving initiatives;

- the tourism market, in terms of number of passengers and cars on the Irish Sea
and France routes, declined by 19 per cent. in the period from January 2004 to
December 2006 (6.0 per cent. during 2006) and there can be no certainty that a
downward trend will not continue;

- ongoing competition on the Company's freight routes with competitors planning
to introduce new capacity to the market during 2007;

- declining charter revenues as a result of rentals on charter vessels being
renewed at lower rates. This is forecast to reduce further before the charters
expire in 2013; and

- the Board has been unable to date to source suitable acquisition growth
targets despite diligently researching the market for such opportunities.

The Cash Consideration represents:

- A cash price at which the ICG Shares have never previously traded;

- A premium of 18.6 per cent. to the closing price on 7 March 2007 of €15.60,
being the latest practicable date prior to the commencement of the offer period
on 8 March 2007;

- a premium of 22.9 per cent. to the average closing price between 14 December
2006 of €15.06, the date of the positive trading update, and 8 February 2007;

- a premium of 45.0 per cent. to the average closing price over the six months
preceding 8 February 2006 of €12.76

- a multiple of 17.1 times adjusted earnings per share for the year ended 31
December 2006; and

- a multiple of 10.2 times adjusted EBITDA for the year ended 31 December 2006
having adjusted both the EBITDA and the net debt at 31 December 2006 to take
account of the pro-forma impact of the purchase of the Kronprins Harald as
announced by the Company on 22 January 2007 and year end 31 December 2006 net
debt to take account also of a defined benefit pension scheme deficit of €10.1
million (See Appendix II).

Additional factors that have also been taken into consideration include:

- since the share price has increased above €15.00 per Share, average volumes
traded have been significantly less than average volumes below that price;

- for a considerable period of time there has been speculation from media and
stock market analysts that the MBO Team might make an offer for the Company. The
approach received from the MBO Team on 8 February 2007 was the first time this
matter was considered by the Independent Board and the approach had been
preceded by the positive trading update on 14 December 2006 and the subsequent
very strong performance in the share price from that date; and

- it is also noteworthy that the Board has not been in receipt of any other
potential offer(s).

Consequently, the Independent Board considers that the terms of the Acquisition
are fair and reasonable and that the Cash Consideration represents an
opportunity for ICG Shareholders to realise their investment in ICG at a price
that fairly reflects the future prospects of the Company.

The Independent Board does not intend to make any recommendation in respect of
the Partial Loan Note Alternative or the Redeemable Preference Share
Alternative.

5. The Acquisition and the Scheme

The Acquisition will be effected by way of a Scheme of Arrangement between ICG
and ICG Shareholders under section 201 of the Act. Under the Scheme (which will
be subject to the conditions and on the terms set out in Appendix I to this
announcement and which will also be set out in the Scheme Document) ICG
Shareholders will receive the Cash Consideration unless they elect for the
Partial Loan Note Alternative (which will not be available to ICG Shareholders
who elect for the Redeemable Preference Share Alternative), or the Redeemable
Preference Share Alternative (described in paragraph 6 below).

The Scheme of Arrangement is an arrangement made between ICG and ICG
Shareholders under Section 201 of the Act, subject to the approval of the High
Court. If the Scheme becomes effective, all ICG Units will be cancelled pursuant
to Sections 72 and 74 of the Act with the exception of seven ICG Units held by
seven nominees and those ICG Units held by ICG Shareholders electing for the
Redeemable Preference Share Alternative. ICG will then issue new ICG shares to
Aella in place of the ICG Units cancelled pursuant to the Scheme and Aella will
pay the consideration for the Acquisition to former ICG Shareholders. Redeemable
Preference Shares will be issued by Aella to those who have elected for the
Redeemable Preference Share Alternative in exchange for their ICG Units. As a
result of these arrangements, ICG will become a wholly owned subsidiary of
Aella.

Any ICG Units acquired pursuant to the Acquisition will be acquired fully paid
or credited as fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and interests of any
nature whatsoever and together with all rights now and hereafter attaching
thereto, including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.

To become effective, the Scheme requires, amongst other things, the approval at
the Court Meeting of a majority in number of ICG Shareholders, present and
voting either in person or by proxy, representing three-fourths (75 per cent.)
or more in value of the ICG Shares held by such holders, as well as the approval
by ICG Shareholders of resolutions relating to the implementation of the Scheme
at an EGM to be held directly after the Court Meeting.

Assuming the necessary approvals from the ICG 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 Act and registration of such order by him.
Upon the Scheme becoming effective, it will be binding on all ICG Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or
the Extraordinary General Meeting.

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 5 July 2007 or such later date
as Aella, ICG and the High Court may agree, failing which the Scheme will lapse;

• the approval by a majority in number representing three-fourths or more in
value of the holders of ICG Shares, present and voting either in person or by
proxy, at the Court Meeting (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 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 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 Meeting 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 ICG Shareholders and, for information
only, to ICG 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 ICG
Shareholders. It is expected that the Acquisition and Scheme will become
effective during the course of May 2007.

6. Redeemable Preference Share Alternative

ICG Shareholders will be entitled to elect to receive Redeemable Preference
Shares to be issued by Aella in exchange for all of their ICG Units, instead of
the Cash Consideration to which they would otherwise be entitled under the terms
of the Acquisition.

The Redeemable Preference Share Alternative will be made available on the
following basis:

     for each ICG Unit         a Redeemable Preference Share of €0.0001

Each Redeemable Preference Share will be issued credited as fully paid in the
amount of €18.50 per share (the 'Paid-Up Amount'). No application will be made
for the Redeemable Preference Shares to be listed or dealt in on any stock
exchange and they will be non-transferable. The Redeemable Preference Shares
will carry no voting rights and will be governed by the laws of Ireland.

If any ICG Shareholder wishes to elect to receive Redeemable Preference Shares
then they must do so in respect of all ICG Units registered in his/her name.

The Redeemable Preference Shares will carry a coupon of 3 per cent. per annum on
their Paid-Up Amount. Such coupon will be rolled-up and payable only on a
redemption of the Redeemable Preference Shares (if such a redemption is
permitted pursuant to the Intercreditor Agreement). Such a redemption may take
place from five years from the date of issue or if the board of Aella so
determines, earlier.

Subject to the Bank Facilities being repaid, the Loan Notes having been redeemed
and the provisions of the Intercreditor Agreement, each Redeemable Preference
Share will be redeemable at an amount not exceeding the Paid-Up Amount plus the
coupon accumulated to the redemption date at any time or times that the Board of
Aella determines and may be redeemed on a pro rata basis or otherwise at the
discretion of the Board of Aella. Any redemption would also be subject to the
restrictions in the Companies Acts.

In the event of an event of default occurring under the Bank Facilities (as
provided for therein) and any bank exercising its rights of acceleration
thereunder, including the appointment of a receiver, the coupon of 3 per cent.
on the Redeemable Preference Shares will cease to be payable and the Redeemable
Preference Shares will be converted into non-redeemable, non-voting deferred
shares with a nominal value of €0.0001 each (the 'Deferred Shares'), which may
be compulsorily acquired at a price of €0.0001 per Deferred Share by any person
who acquires all of the ordinary shares in Aella or Adonia Aella.

It is not intended that any guaranteed mechanism will be put in place to fund
the redemption of the Redeemable Preference Shares.

On a return of capital on a winding up or otherwise, the Redeemable Preference
Shares will rank ahead of the ordinary shares in Aella in respect of the
aggregate of par value, premium and any amounts of unpaid coupon accrued to the
date of winding up but will have no other entitlement on a winding up to
participate in any of the profits, assets or capital of Aella. If the Redeemable
Preference Shares are converted into Deferred Shares, they will rank after the
ordinary shares in Aella on a winding up and will only confer a right of return
up to the nominal value of the Deferred Shares.

The Redeemable Preference Share Alternative will not be available in the
Restricted Jurisdictions and ICG Shareholders will not be permitted to make an
election for the Redeemable Preference Share Alternative from any of the
Restricted Jurisdictions. No ICG Shareholder will be entitled to require the
Redeemable Preference Shares to be posted to an address in any of the Restricted
Jurisdictions and no ICG Shareholder will be entitled to require the Redeemable
Preference Shares to be registered in his/her name with an address in any of the
Restricted Jurisdictions.

The Independent Board does not intend to make any recommendation in respect of
the Redeemable Preference Share Alternative.

Further details of the Redeemable Preference Shares and the Redeemable
Preference Share Alternative will be contained in the Scheme Document.

7. Information on ICG

ICG is a focussed provider of maritime passenger and freight services with its
principal operations in the area of North West Europe. The Group operates
through two divisions;

o      the Ferries Division comprising Irish Ferries, the leading ferry operator
in the Republic of Ireland, with international routes between Ireland and the UK
and Ireland and France, ship chartering activities and a holiday business, and

o      the Container & Terminal Division, comprising 3 intermodal freight
carriers, Eucon, Eurofeeders and Feederlink, and a container terminal, DFT,
within the Port of Dublin. The Group operates four ferries and 14 time chartered
feeder vessels.

Irish Ferries announced on 22 January 2007 that it had purchased a newer, more
luxurious cruise ferry, the Kronprins Harald, for its Ireland-France routes. The
acquisition, will cost approximately €45 million, including modifications and
delivery.

ICG today reported its results for the year to 31 December 2006:

o      Turnover for the year grew 4.6 per cent. to €312.1 million (2005: 298.5
million).

o      EBITDA, before non recurring items, was up 30.3 per cent. at €59.7
million (2005 €45.8 million) while trading profit before non recurring items
amounted to €32.2 million (2005: €18.1 million).

o      The improvement in EBITDA and operating profit was due to the absence of
industrial action during the period (in comparison with 2005), an increase in
freight revenue and lower costs as a result of the restructuring in 2005
partially offset by higher fuel costs (up 12.3 per cent. to €32.8 million).

o      Adjusted EPS amounted to 108.5 cent (2005: 54.1 cent restated).

8. Information on Aella

Aella is a public limited company, which was incorporated in Ireland on 12
February 2007. Aella has not traded prior to the date of this announcement
(except for entering into transactions relating to the Acquisition). Aella is a
wholly owned subsidiary of Adonia Aella, which is owned and controlled by the
members of the MBO Team. Aella has no employees.


9. Information on Adonia Aella

Adonia Aella is a private limited company, which was incorporated in Ireland on
21 February 2007. Adonia Aella, which is the holding company of Aella, has not
traded prior to the date of this announcement (except for entering into
transactions relating to the Acquisition). Adonia Aella is owned and controlled
solely by the members of the MBO Team. The members of the MBO Team are Eamonn
Rothwell, Garry O'Dea, Tony Kelly, John Reilly and Tom Corcoran.

The equity ownership of Adonia Aella among the MBO Team is as follows: Eamonn
Rothwell, Garry O'Dea, Tony Kelly, John Reilly and Tom Corcoran hold 81.63 per
cent., 9.57 per cent., 4.17 per cent., 3.53 per cent. and 1.10 per cent. of the
equity of Adonia Aella, respectively.

10. Financing

The Acquisition will be financed by debt facilities made available to Aella by
Allied Irish Banks, p.l.c. and by the MBO Team electing for the Redeemable
Preference Share Alternative in respect of all ICG Units held by them. Further
information on the financing of the Acquisition will be set out in the Scheme
Document.

Goodbody Corporate Finance is satisfied that the necessary resources are
available to Aella to enable it to satisfy payment of the Cash Consideration to
all ICG Shareholders.

11. Directors, Management and Employees

The Board of Aella confirms that, following the Scheme becoming effective, the
existing employment rights, including pension rights, of all employees of the
ICG Group will be fully safeguarded.

Upon the Scheme becoming effective, the non-executive directors of ICG intend to
resign from the Board of ICG.

12. ICG Share Option Schemes

As at 7 March 2007, being the latest business day prior to the date of this
announcement, the following ICG Options had been granted to members of the MBO
Team and remained exercisable under the ICG Share Option Schemes:

Name             Date of   Price     From      To       Number of
                   Grant                                  Units


Eamonn Rothwell   Jan-97    5.30   Jan-00    Mar-07       75000
                  Jan-97    5.30   Jan-02    Mar-07       75000
                  Jan-00   10.75   Jan-03    Mar-10       25000
                  Jan-00   10.75   Jan-05    Mar-10       25000
                  Jan-02    7.35   Jan-05    Mar-12      100000
                  Jan-02    7.35   Jan-07    Mar-12      100000
                  Sep-02    5.30   Sep-05    Sep-12       50000
                  Sep-02    5.30   Sep-07    Sep-12       50000
                  Sep-05   10.00   Sep-08    Sep-15       25000
                  Sep-05   10.00   Sep-10    Sep-15       25000
                  Sep-06   10.67   Sep-09    Sep-16       50000
                  Sep-06   10.67   Sep-11    Sep-16       50000

Garry O'Dea
                  Jan-97    5.30   Jan-02    Mar-07       37500
                  Jan-00   10.75   Jan-03    Mar-10       12500
                  Jan-00   10.75   Jan-05    Mar-10       12500
                  Jan-02    7.35   Jan-07    Mar-12       50000
                  Sep-02    5.30   Sep-05    Sep-12       15000
                  Sep-02    5.30   Sep-07    Sep-12       15000
                  Sep-05   10.00   Sep-08    Sep-15       12500
                  Sep-05   10.00   Sep-10    Sep-15       12500
                  Sep-06   10.67   Sep-09    Sep-16       25000
                  Sep-06   10.67   Sep-11    Sep-16       25000

Tony Kelly
                 Jan-97     5.30   Jan-02    Mar-07       25000
                 Jan-00    10.75   Jan-03    Mar-10       12500
                 Jan-00    10.75   Jan-05    Mar-10       12500
                 Jan-02     7.35   Jan-05    Mar-12       25000
                 Jan-02     7.35   Jan-07    Mar-12       25000
                 Sep-02     5.30   Sep-05    Sep-12       12500
                 Sep-02     5.30   Sep-07    Sep-12       12500
                 Sep-05    10.00   Sep-08    Sep-15       12500
                 Sep-05    10.00   Sep-10    Sep-15       12500
                 Sep-06    10.67   Sep-09    Sep-16       25000
                 Sep-06    10.67   Sep-11    Sep-16       25000

John Reilly      Jan-97     5.30   Jan-02    Mar-07        5000
                 Jan-97     5.30   Jan-02    Mar-07        5000
                 Jan-99    11.50   Jan-02    Mar-09       15000
                 Jan-99    11.50   Jan-05    Mar-09       15000
                 Jan-00    10.75   Jan-03    Mar-10        5000
                 Jan-00    10.75   Jan-05    Mar-10        5000
                 Jan-02     7.35   Jan-05    Mar-12       10000
                 Jan-02     7.35   Jan-07    Mar-12       10000
                 Sep-05    10.00   Sep-08    Sep-15       12500
                 Sep-05    10.00   Sep-10    Sep-15       12500
                 Sep-06    10.67   Sep-09    Sep-16       25000
                 Sep-06    10.67   Sep-11    Sep-16       25000
Tom Corcoran
                 Jan-97     5.30    Jan-02   Mar-07        5000
                 Jan-00    10.75    Jan-03   Mar-10        2500
                 Jan-00    10.75    Jan-05   Mar-10        2500
                 Jan-01     6.60    Jan-04   Mar-11        5000
                 Jan-01     6.60    Jan-06   Mar-11        5000
                 Jan-02     7.35    Jan-05   Mar-12        5000
                 Jan-02     7.35    Jan-07   Mar-12        5000
                 Sep-05    10.00    Sep-08   Sep-15        5000
                 Sep-05    10.00    Sep-10   Sep-15        5000
                 Sep-06    10.67    Sep-09   Sep-16        7500
                 Sep-06    10.67    Sep-11   Sep-16        7500

In due course, Aella will make appropriate proposals to ICG Optionholders.
Outstanding Options under the ICG Option Schemes will be exercisable as
permitted by their existing terms and conditions.

13. Delisting and Cancellation of Trading

It is intended that, subject to and following the Scheme becoming effective, and
subject to applicable requirements of the Irish Stock Exchange and the UK
Listing Authority, Aella will procure that ICG applies for cancellation of the
listing of the ICG Units on the Official Lists and for cancellation of trading
of the ICG Units on the markets of the Irish Stock Exchange and of the London
Stock Exchange. The last day of dealing in ICG Shares on the Irish Stock
Exchange and the London Stock Exchange will be the last business day before the
Effective Date.

14. Expenses Reimbursement Agreement

ICG has entered into an expenses reimbursement and non-solicitation agreement
dated 8 March 2007 with Aella, the terms of which have been approved by the
Panel. Under the Expenses Reimbursement Agreement, ICG has agreed to pay
specific quantifiable third party costs and expenses incurred by Aella or on
behalf of the MBO Team in connection with the Acquisition in the circumstances
outlined below. The liability of ICG to pay these amounts is limited to a
maximum amount equal to 1 per cent. of the aggregate value of the number of ICG
Units which are the subject of the Acquisition multiplied by the Cash
Consideration per ICG Unit. The circumstances in which such payment will be made
includes:

(a) if, prior to the Acquisition lapsing or being withdrawn (or, in certain
circumstances not being made), a competing offer or offers or scheme or schemes
are recommended by the Independent Board or any such offer becomes or is
declared unconditional in all respects or scheme becomes effective;

(b) if the Independent Board no longer recommends (or intends to recommend) ICG
Shareholders to accept or vote in favour of the Acquisition or the Independent
Board adversely modifies or withdraws its recommendation and the Acquisition
lapses or is withdrawn (or, in certain circumstances is not made);

(c) if, as a result of an act or omission of ICG or any ICG Group company or any
of their respective directors, employees, agents or advisers, the Scheme
Document is not posted by ICG to ICG Shareholders within 28 days of the date of
this announcement; or

(d) if the Acquisition is withdrawn or does not become effective in which case
the amount payable by ICG shall be limited to one-third of all verifiable third
party cost and expenses incurred by Aella or on behalf of the MBO Team in
connection with the Acquisition up to a maximum amount of €500,000.

The non-solicitation undertaking provides that until the Acquisition or Scheme
becomes effective (or is withdrawn), ICG shall procure that no member of the
Group or none of their respective directors, employees, agents or advisers shall
solicit interest or initiate discussions or negotiations with any person with a
view to making a competing offer which would preclude or materially restrict or
delay the Acquisition.

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

15. Implementation Agreement

ICG and Aella have entered into an Implementation Agreement 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.

16. Undertakings to Vote in Favour of the Acquisition and Scheme

Aella has received irrevocable undertakings to vote in favour of the Acquisition
and Scheme in respect of approximately 10.05 per cent. of the entire issued
share capital of ICG (on a fully diluted basis) as follows:

o    MBO Team

Aella has received irrevocable undertakings to vote in favour of the Acquisition
and Scheme and elect for the Redeemable Preference Share Alternative from the
members of the MBO Team, in respect of their own beneficial shareholdings which
amount, in aggregate, to 2,314,880 ICG Units, representing in aggregate
approximately 9.85 per cent. of the issued share capital of ICG. These
irrevocable undertakings will cease to have effect in the event that the
Acquisition and Scheme lapse or are withdrawn or the Scheme does not become
effective on or before 5 July 2007 or Aella announces that it will not proceed
with the Acquisition.

o    Independent Board

Aella has received irrevocable undertakings to vote in favour of the Acquisition
and Scheme from the members of the Independent Board who hold ICG Units, in
respect of their own beneficial shareholdings which amount, in aggregate, to
47,354 ICG Units, representing approximately 0.2 per cent. of the issued share
capital of ICG. These irrevocable undertakings will lapse in the event that the
Acquisition and Scheme lapse or are withdrawn or the Scheme does not become
effective on or before 5 July 2007 or a higher competing offer is made or a firm
intention to make a higher competing offer is announced or Aella announces that
it will not proceed with the Acquisition.

17. Interests in ICG

As at 7 March 2007, being the latest business day prior to the date of this
announcement, the following members of the MBO Team owned or controlled the
following ICG Units:
Name                                                             Number of ICG
                                                                       Units
Eamonn Rothwell                                                      2,038,571
Garry O'Dea                                                            179,377
Tony Kelly                                                              39,588
Tom Corcoran                                                             8,736
John Reilly                                                             48,608

As at 6 March 2007, the latest practicable date prior to the date of this
announcement, Goodbody Corporate Finance and its affiliates hold 1,319,742 ICG
Units on behalf of discretionary clients, 452,009 ICG Units as principal trader
and 20,000 ICG Units held via contracts for difference on behalf of
discretionary clients.

Save as disclosed in this paragraph 17 and the ICG Options disclosed in
paragraph 12, neither Aella nor, as far as Aella is aware, any person acting in
concert with Aella, owns or controls any ICG Units or any securities convertible
or exchangeable into, or rights to subscribe for or purchase, or holds any
options to purchase any ICG Units or has entered into any derivative referenced
to ICG Units which remains outstanding or has any arrangements in relation to
ICG Units other than the shareholdings detailed below of certain advisers to
Aella.

So far as the directors of Aella and ICG are aware, no Arrangement exists with
Aella, with ICG or with any associate of Aella or ICG.

18. General

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 the expected timetable
and will be accompanied by the appropriate forms of proxy and forms of election.
These will be despatched to ICG Shareholders and, for information only, to ICG
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 Irish
Takeover Rules, the Irish Stock Exchange, the London Stock Exchange, the UK
Listing Authority and applicable laws.


Details of the sources and bases of certain information set out in this
announcement are included in Appendix II. Certain terms used in this
announcement are defined in Appendix III.

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

Enquiries:

Aella
Eamonn Rothwell Tel: [phone]
Garry O'Dea Tel: [phone]

Goodbody Corporate Finance Tel: [phone]
Brian O'Kelly
Finbarr Griffin
David Kearney

Q4 Public Relations
Gerry O'Sullivan Tel: [phone]

Irish Continental Group plc
John B Mc Guckian Tel: [phone]

NCB Corporate Finance Tel: [phone]
Liam Booth
Jonathan Simmons
Shane Lawlor

Drury Communications Tel: [phone]
Billy Murphy

The directors of Aella accept responsibility for the information contained in
this announcement, other than that relating to ICG, the ICG Group, the directors
of ICG and members of their immediate families, related trusts and persons
connected with them, and the recommendation and related opinions of the
Independent Board. They also accept responsibility for the information contained
in this announcement relating to the participation of the MBO Team (or any
members thereof) in, or their arrangements with, Aella and/or Adonia Aella. To
the best of the knowledge and belief of the directors of Aella (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 directors of ICG accept responsibility for the information contained in this
announcement relating to ICG, the ICG Group, the directors of ICG (solely in
their capacity as such) and members of their immediate families, related trusts
and persons connected with them, except for the recommendation and related
opinions of the Independent Board. The directors of ICG do not take
responsibility for the information contained in this announcement relating to
the participation of the MBO Team (or any members thereof) in, or their
arrangements with, Aella and/or Adonia Aella. The Independent Board accepts
responsibility for the recommendation and the related opinions of the
Independent Board contained in this announcement. To the best of the knowledge
and belief of the directors of ICG and the Independent Board (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they respectively accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

Goodbody Corporate Finance, which is regulated by the Financial Regulator under
the Investment Intermediaries Act 1995, is acting exclusively for Aella and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Aella for providing the protections afforded to customers of
Goodbody Corporate Finance or for providing advice in relation to the
Acquisition the contents of this announcement or any transaction or arrangement
referred to herein.

NCB Corporate Finance Limited, which is authorised in Ireland by the Financial
Regulator under the Investment Intermediaries Act 1995, is acting exclusively
for ICG and no one else in connection with the Acquisition and will not be
responsible to anyone other than ICG for providing the protections afforded to
customers of NCB Corporate Finance or for providing advice in relation to the
Acquisition, the contents of this announcement or any transaction or arrangement
referred to herein.

This announcement does not constitute an offer to purchase, sell, subscribe or
exchange or the solicitation of an offer to purchase, sell, subscribe or
exchange any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise.

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.

The securities to be issued pursuant to the Acquisition under the Partial Loan
Alternative and the Redeemable Preference Share Alternative will be issued
pursuant to the exemption from the registration requirements of the U.S.
Securities Act of 1933, as amended (the 'Securities Act'), provided by Section 3
(a)(10) thereof, and have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States. In
order to qualify for the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10), there must be a hearing on the
fairness of the Scheme's terms and conditions to the ICG Shareholders, which all
the ICG Shareholders are entitled to attend in person or through representatives
to oppose the sanctioning of the Scheme by the High Court, and with respect to
which notification will be given to all the ICG Shareholders. The High Court's
attention is drawn to the fact that, for the purpose of qualifying for the
exemption from the registration requirements of the Securities Act provided by
Section 3(a)(10), Aella intends to rely on the High Court's hearing to sanction
the Scheme.

Any response in relation to the Acquisition should be made only on the basis of
the information contained in the Scheme Document or any document by which the
Acquisition and Scheme are made.

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Acquisition, ICG, Aella and Adonia Aella. 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. Aella assumes no obligation in respect of, nor
intends 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 ICG Units may have
disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective
from the date of the commencement of the offer period in respect of the
Acquisition.


                                   Appendix I


                    Conditions of the Acquisition and Scheme


The Acquisition and Scheme comply with the Takeover Rules and, where relevant,
the respective rules and regulations of the Irish Stock Exchange, the London
Stock Exchange and the UK Listing Authority and is subject to the terms and
conditions set out in this document and in the accompanying Form of Election.
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 5 July 2007 (or such lesser period
as may be required by the Panel, or such later date as Aella and ICG 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 ICG Units at the Voting Record
Time, present and voting either in person or by proxy, at the Court Meeting (or
at any adjournment of such meeting);

(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); 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
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.              ICG and Aella 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 Act:

(a) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, including any
national or supranational 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 proposed
acquisition by Aella of any shares in, or control of, ICG, or any of the assets
of ICG void, illegal or unenforceable under the laws of any jurisdiction or
otherwise, directly or indirectly, restrain, revoke, prohibit, restrict or
materially delay the same or impose additional or different conditions or
obligations with respect thereto (except for restraints, prohibitions,
restrictions, delays, conditions or obligations that would not be material (in
value terms or otherwise) in the context of the Wider ICG 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 (in value terms or otherwise) on the
Wider ICG Group taken as a whole);


(ii) result in a material delay in the ability of Aella, or render Aella unable,
to acquire some or all of the ICG Units or require a divestiture by any member
of the Aella Group or any shares in ICG;


(iii) except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider ICG Group taken as a whole,
require, prevent or delay the divestiture by any member of the Aella Group or by
any member of the Wider ICG Group of all or any portion of their respective
businesses, assets (including, without limitation, the shares or securities of
any other member of the ICG Group) or property or 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 limitation on or result in a material delay in the ability of
Aella 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, ICG or any subsidiary or subsidiary
undertaking of ICG which is material in the context of the Wider ICG Group taken
as a whole (each a 'Material Subsidiary') or on the ability of any member of the
Wider ICG 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 ICG Group;


(v) except where the consequences thereof would not be material (in value terms
or otherwise) in the context of the Wider ICG Group taken as a whole, require
any member of the Aella Group or any member of the Wider ICG 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 ICG Group owned by any
third party;


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


(vii) except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider ICG Group taken as a whole,
result in any member of the Wider ICG Group ceasing to be able to carry on
business in any jurisdiction in which it currently does;


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


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


(b) 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 ICG or any
Material Subsidiary shall be incorporated or carry on any business which is
material (in value terms or otherwise) in the context of the Wider ICG Group
taken as a whole 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 ICG Group taken as a whole) and all
statutory or regulatory obligations in any jurisdiction in which ICG or a
Material Subsidiary shall be incorporated or carry on any business which is
material (in value terms or otherwise) in the context of the Wider ICG 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 ICG 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 or appropriate by Aella for or in respect of the Acquisition having
been obtained on terms and in a form reasonably satisfactory to Aella 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 ICG Group taken as a whole), all such Authorisations
remaining in full force and effect, there being no notified 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
thereof would not be material (in value terms or otherwise) in the context of
the Wider ICG Group taken as a whole);


(c) 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, ICG or any member of the Wider ICG Group by Aella, 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 ICG Group taken as a whole) any member of the ICG Group,
having expired, lapsed or been terminated;


(d) 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 ICG 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
Aella of any shares or other securities (or the equivalent) in or control of ICG
or any member of the ICG Group or because of a change of control or management
of ICG 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 ICG 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 ICG Group
becoming, or becoming capable of being declared, repayable immediately or prior
to their or its stated maturity or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or materially inhibited;


(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 ICG 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 ICG Group thereunder, or the business of any such
members 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 material assets or material interests of, or any material asset the use
of which is enjoyed by, any member of the Wider ICG Group being or falling to be
disposed of or charged, or ceasing to be available to any member of the Wider
ICG 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 ICG Group otherwise than in the ordinary course of business;


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


(vi) the value of, or financial or trading position of any member of the Wider
ICG Group being prejudiced or adversely affected; or


(vii) the creation of any liability or liabilities (actual or contingent) by any
member of the Wider ICG Group;


unless, if any such provision exists, such provision shall have been waived,
modified or amended on terms satisfactory to Aella;


(e) save as disclosed and/or save as publicly disclosed by the delivery of an
announcement to the Irish Stock Exchange or the London Stock Exchange at any
time up to 8 March 2007 (being the date of this announcement) or otherwise
publicly disclosed in the preliminary results of the ICG Group for the year
ended 31 December 2006, no member of the Wider ICG 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 ICG or wholly-owned subsidiaries of ICG; or
(B) upon any exercise of ICG Options;


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


(iii) save for transactions between two or more members of the ICG Group ('
intra-ICG 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 ICG Group taken as
a whole);


(iv) save for intra-ICG 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 ICG 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 materially improve, the terms of any non-executive director or the
terms of the employment contract with any director of ICG or any person
occupying one of the senior executive positions in the ICG Group or permitted a
variation in the terms or rules governing the ICG Share Option Schemes;


(vi) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the ICG Group, taken as a whole) issued
any loan capital or debentures or (save in the ordinary course of business and
save for intra-ICG Group transactions) incurred any indebtedness or contingent
liability;


(vii) 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;


(viii) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider ICG Group taken as a whole) (A)
merged with any body corporate, partnership or business, or (B) save for
intra-ICG Group transactions, acquired or disposed of, transferred, mortgaged or
encumbered any material assets or any material right, title or interest in any
asset (including shares and trade investments);


(ix) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider ICG 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 materially restrictive on the business of any member of the
Wider ICG Group;


(x) entered into or varied any material contract, transaction or arrangement or
announced its intention to enter into or vary any material contract, transaction
or arrangement otherwise than in the ordinary and usual course of business,
except where the consequences thereof would not be material (in value terms or
otherwise) in the context of the Wider ICG Group taken as a whole;


(xi) waived or compromised any claim which would be material (in value terms or
otherwise) in the context of the Wider ICG 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 ICG 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 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 ICG 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 pensions schemes are funded
or made, or agreed or consented to any change to the trustees involving the
appointment of a trust corporation;


(xiv) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider ICG Group taken as a whole) save
for voluntary solvent liquidations, taken 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) been the subject of any analogous
proceedings in any jurisdiction, or (B) appointed any analogous person in any
jurisdiction in which ICG or any Material 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 (without
prejudice to the exceptions to each paragraph with regard to materiality and
other matters); or


(xvi) except in the case of amendments to the memoranda or articles of
association of subsidiaries which are not material, amended its memorandum and
articles of association (save as set out herein or agreed with Aella).


(f) save as disclosed and/or save as publicly announced by ICG (by the delivery
of an announcement to the Irish Stock Exchange or the London Stock Exchange at
any time up to 8 March 2007 (being the date of this announcement) or otherwise
disclosed in the preliminary results of the ICG Group for the year ended 31
December 2006 on or prior to the date of this announcement:


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


(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider ICG 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 ICG Group having been instituted or remaining outstanding by, against or
in respect of any member of the ICG 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 ICG Group taken as a whole); and


(iii) no contingent or other liability existing or having arisen which would
reasonably be expected to affect adversely any member of the Wider ICG Group
(save where such liability is not or would not be material (in value terms or
otherwise) in the context of the Wider ICG Group taken as a whole) and 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 ICG Group which is necessary for
the proper carrying on of its business and which is material in the context of
the Wider ICG Group;


(g) except as disclosed, Aella not having discovered that any financial,
business or other information concerning the Wider ICG Group which is material
(in value terms or otherwise) in the context of the Wider ICG 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 of which would not be material (in value terms or otherwise) in the
context of the Wider ICG Group taken as a whole);


(h) save as disclosed and/or save as publicly announced by ICG (by the delivery
of an announcement to the Irish Stock Exchange or the London Stock Exchange at
any time up to 8 March 2007 (being the date of this announcement) or otherwise
publicly disclosed in the preliminary results of the ICG Group for the year
ended 31 December 2006 on or prior to the date of this announcement, Aella not
having discovered:


(i) that any member of the Wider ICG Group or any partnership, company or other
entity in which any member of the Wider ICG Group has an interest and which is
not a subsidiary undertaking of ICG 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 Group taken as a whole);


(ii) in relation to any release, emission, discharge, disposal or other fact or
circumstance which has caused or reasonably might impair or harm human health,
that any past or present member of the Wider ICG Group has acted in material
violation of any laws, statutes, regulations, notices or other legal or
regulatory requirements of any Third Party (except where the consequences
thereof would not be material (in value terms or otherwise) in the context of
the Wider ICG Group taken as a whole);


(iii) that there is 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 ICG 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 (except
where such liability is not or would not be material (in value terms or
otherwise) in the context of the Wider ICG Group taken as a whole); and


(iv) that circumstances exist at the date of the Scheme Document which are
likely to result in any actual or contingent liability to any member of the
Wider ICG Group under any applicable legislation referred to in sub-paragraph
(iii) above to improve or modify existing or install new plant, machinery or
equipment to carry out any changes in the processes currently carried out (save
where such liability is not or would not be material (in value terms or
otherwise) in the context of the ICG Group taken as a whole);


(i) except as disclosed, no member of the ICG Group being in default under the
terms or conditions of any material 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 ICG Group
(save where such default is not or would not be so material (in value terms or
otherwise) in the context of the ICG Group taken as a whole);


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


(i) 'Aella Group' means Aella and its parent undertaking and its subsidiaries
and subsidiary undertakings and any other subsidiary or subsidiary undertaking
of its parent undertaking;


(ii) 'disclosed' means fairly disclosed in writing by or on behalf of ICG to
Aella or Goodbody Corporate Finance or its or their respective employees,
officers or advisers at any time up to 8 March 2007 (being the date of this
announcement);


(iii) 'ICG Group' means ICG and its subsidiaries and subsidiary undertakings;


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


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


(vi) 'Wider Aella Group' means the Aella Group, its associated undertakings and
any entities in which any member of the Aella Group holds a substantial
interest; and


(vii) 'Wider ICG Group' means the ICG Group, its associated undertakings and any
entities in which any member of the ICG Group holds a substantial interest.


3.                    Subject to the requirements of the Panel, Aella reserves
the right (but shall be under no obligation) to waive, in whole or in part, all
or any of the conditions except for 1(i), (ii) and (iii).

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 Aella to be or to remain satisfied on the
Effective Date.

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


6. Aella 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 90 per cent. of the nominal value and voting rights of the ICG
Units to which such an offer relates and which are not already in the beneficial
ownership of Aella within the meaning of the Takeover Regulations (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 II


                        Sources and Bases of Information

Unless otherwise stated, the financial information relating to the ICG Group is
extracted from the audited consolidated financial statements of the ICG Group
for the relevant financial year.

At Page 5

1.                   Reference to the value of the entire issued and to be
issued share capital of ICG is based upon 23,511,708 ICG Units in issue, and
1,962,800 ICG Units issuable to ICG's Optionholders under ICG's Share Option
Schemes as at 7 March 2007.

At Page 6

2.                   Reference to the Closing Price of ICG Units, 7 March 2007,
the last business day prior to the date of this announcement is based on the
Official List of the Irish Stock Exchange.

3.                   Reference to the Closing Price of ICG Units, 1 January
2007, is based on the Official List of the Irish Stock Exchange.

4.                   Reference to the Closing Price of ICG Units, 8 January
2006, is based on the Official List of the Irish Stock Exchange.

5.                   Reference to ISEQ Overall Index growth is 7.3% is
calculated from the ISE website as (9611.83/8956.4)-1.

At Page 7

6.                   References to a percentage of ICG Units, is based on the
number of ICG Units in issue as at 7 March 2007 or, where referenced to as being
on a fully diluted basis, based on the number of ICG Units in issue and under
option as at 7 March 2007.

7.                   Reference to ICG's positive trading statement in respect of
the year ended 31 December 2006 is taken from ICG's regulatory announcement
dated 14 December 2006.

8.                   Reference to the Closing Price of ICG Units, 13 December
2006, is based on the Official List of the Irish Stock Exchange.

9.                   Reference to the Closing Price of ICG Units, 8 February
2007, is based on the Official List of the Irish Stock Exchange.

10.                Reference to the share price is the highest at which the
Shares have traded since June 1988 is sourced from Bloomberg.

11.                Reference to the continuing increased competition and
capacity from low-cost airlines and a generally higher fuel price environment is
taken from ICG's Interim Results for 2006.

12.              Reference to oil price history and fluctuations are sourced
from the United States Department of Energy website showing historic Brent Oil
Prices for Europe.

13.                References to the challenges ICG has had to restructure its
overall cost base in order to remain competitive and profitable and the
implementation of fundamental changes in the costs structure of the ferries
business. This information is sourced from the 2005 Annual Report for ICG.

14.                Reference to details of investment in container business and
the Dublin Port Terminal facilities is sourced from ICG's regulatory
announcement dated 14 December 2006.

15.                References to details of restructuring costs incurred. This
information is sourced from ICG's 2004 and 2005 Annual reports and 2005 and 2006
Interim Reports.

16.                Reference to evidence of improved performance is sourced from
ICG's preliminary results for the year ended 31 December 2006.

17.                Reference to relatively little scope in the business to drive
profit growth through further cost saving initiatives is based on ICG's Budget
for 2007.

18.                Reference to the tourism market, in terms of number of
passengers and cars on the Irish Sea and France routes decline is based on ICG's
Budget for 2007.

19.                Reference to ongoing competition on ICG's freight routes with
competitors planning to introduce new capacity to the market during 2007 is
based on ICG's Budget for 2007.

20.                Reference to declining charter revenues as a result of
rentals on charter vessels being renewed at lower rates is sourced from ICG's
regulatory announcement dated 15 January 2007.

At Page 8

21.                Reference to average volumes based on a Share Volume Analysis
produced by NCB Corporate Finance.

At Page 9

22.                EBITDA for the year ended 31 December 2006 of €59.7 million
has been adjusted for the expected EBITDA contribution of €1.5 million from the
Kronprins Harald to give adjusted EBITDA of €61.2 million. Net debt of €113.8
million at 31 December 2006 has been adjusted for the additional debt of €45
million incurred by the Company on the acquisition of the Kronprins Harald and
the defined benefit pension scheme deficit of €10.1 million, to give adjusted
net debt of €168.9 million. The Cash Consideration values the issued and to be
issued share capital of the Company at approximately €454.8 million, net of
option exercise proceeds of €16.5 million, which together with the adjusted net
debt of €168.9 million gives an adjusted enterprise value of €623.7 million and
an adjusted EBITDA multiple of 10.2 times.

At Page 11

23.                Reference to the operations of ICG are taken from ICG's 2005
Audited Accounts.

At Page 12


24.                Reference to financing of the acquisition is sourced from the
terms of the Acquisition and debt facilities made available to Aella by Allied
Irish Banks, p.l.c.

At Page 14

25.                Reference to the arrangements in place between ICG and Aella
regarding an expenses reimbursement agreement are sourced from the terms of the
agreement approved by the Panel.

At Page 15


26.                References to the irrevocable undertakings to vote in favour
of the Scheme are sourced from the signed Irrevocable Undertakings of the MBO
Team and Independent Directors.



                                  Appendix III


                                  Definitions


The following definitions apply throughout this document, unless the context
requires otherwise:
'Acquisition'   the proposed acquisition by Aella of ICG by means of the Scheme
                as described in this document;
the 'Act'       the Companies Act, 1963 of Ireland, as amended;
                -------------------------------------------------
'Adonia Aella'  Adonia Aella Limited, a private limited company incorporated in
                Ireland with registered number 435192;

'Aella'         Aella plc, a public limited company with registered number
                434571;

'Aella Group'   Aella and its parent undertaking and its subsidiaries and
                subsidiary undertakings and any other subsidiary or subsidiary
                undertaking of its parent undertaking

'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 Aella or
                ICG which is or may be an inducement to one or more such persons
                to deal or refrain from dealing in such securities;

'Bank           the Senior Secured Facility and the PIK Facility
Facilities'

'Cash           the cash consideration of €18.50 per ICG Unit payable to ICG
Consideration'  Shareholders who do not elect for the Partial Loan Note
                Alternative or the Redeemable Preference Share Alternative
'Closing Price' the closing price of a ICG Unit as derived from the daily
                Official List of the Irish Stock Exchange;

'Companies      the Companies Act 1963 to 2005 and Parts 2 and 3 of the
Acts'           Investment Funds, Companies and Miscellaneous Provisions Act
                2006;

'Court Meeting' the meeting or meetings of the ICG Shareholders (and any
                adjournment thereof) convened by order of the High Court
                pursuant to Section 201 of the 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 Act and confirming the reduction of
                share capital which forms part of it under Sections 72 and 74 of
                the Act;

'directors of   the board of directors of ICG;
ICG

'directors of   the board of directors of Aella;
Aella' or
'Aella
Directors'

'EBITDA'        earnings before interest, taxation, depreciation and
                amortisation;

'Effective      the date on which the Scheme becomes effective in accordance
Date'           with its terms;

'EPS'           earnings per share;

'euro' or '€'   the currency unit of participating member states of the European
or 'EUR' or     Union as defined in Recital (2) of Council Regulation 974/98/EC
'cent' or 'c'   on the introduction of the euro;

'Expenses       the agreement described in paragraph 14 hereof;
Reimbursement
Agreement'

'Extraordinary  the extraordinary general meeting of the ICG Shareholders to be
General         convened in connection with the Scheme, expected to be held on
Meeting' or     the same day as the Court Meeting (and any adjournment thereof);
'EGM'

'Financial      the Irish Financial Services Regulatory Authority;
Regulator'

'Form of        the form of election under which ICG Shareholders can elect for
Election'       the Partial Loan Note Alternative to the Cash Consideration, or
                for the Redeemable Preference Share Alternative;

'Goodbody       Goodbody Corporate Finance, which is regulated by the Financial
Corporate       Regulator under the Investment Intermediaries Act, 1995
Finance'

'High Court'    the High Court of Ireland;

'ICG Group' or  ICG, its subsidiaries and associated undertakings;
the 'Group'

'ICG Options'   options to subscribe for ICG Units pursuant to the ICG Share
                Option Schemes;

'ICG            the holders of options to subscribe for ICG Units under the ICG
Optionholders'  Share Option Schemes;

'ICG Share      the ICG plc Irish Share Option Scheme and the ICG plc 1998 Share
Option Schemes' Option Plan;

'ICG            Holders of ICG Units;
Shareholders'
or
'Shareholders'

ICG Share or    the existing and allotted or issued and fully paid ICG Units in
Shares          the capital of ICG and any further such shares which may be
                issued or allotted prior to the Effective Date;

'ICG Unit' or   units in the share capital of ICG (each such unit comprising one
'ICG Units'     ordinary share of €0.65 and three redeemable shares of €0.0001);
 
'ICG' or the    Irish Continental Group plc;
'Company'

'Implementation the Implementation Agreement between ICG and Aella in relation
Agreement'      to the implementation of the Scheme;

'Independent    John B McGuckian, Peter Crowley and Bernard Somers;
Board' or
'Independent
Directors'

'Intercreditor  the Intercreditor Agreement between, amongst others, the
Agreement'      Company, Allied Irish Banks p.l.c., as the Original Senior
                Lender, the Original PIK Lender, the Senior Agent, the Security
                Agent, the PIK Agent, the Original Hedging Counterparty and
                Goodbody Stockbrokers Nominee Limited and includes any
                modification thereof or any further intercreditor agreement
                relating to the finance facilities necessary for the operation
                of the business of the Group;

'Ireland' or    Ireland excluding Northern Ireland and the word 'Irish' shall be
'Republic of    construed accordingly;
Ireland'

'Irish Stock    the Irish Stock Exchange Limited;
Exchange'

'Listing Rules' the listing rules of the Irish Stock Exchange and the UK Listing
                Authority;

'Loan Notes'    the unsecured notes with compound interest rate of 19 per cent
                per annum issued by Aella pursuant to the Partial Loan Note
                Alternative;

'London Stock   the London Stock Exchange plc;
Exchange'

'MBO Team'      Eamonn Rothwell, Garry O'Dea, Tony Kelly, John Reilly and Tom
                Corcoran;

'NCB Corporate  NCB Corporate Finance Limited, which is authorised in Ireland by
Finance'        the Financial Regulator under the Investment Intermediaries Act,
                1995;

'Northern       the counties of Antrim, Armagh, Derry, Down, Fermanagh and
Ireland'        Tyrone on the island of Ireland;

'Official       the Official List of the Irish Stock Exchange and the UK Listing
Lists'          Authority;

'Panel'         the Irish Takeover Panel;

'Partial Loan   the alternative under which ICG Shareholders who do not elect
Note            for the Redeemable Preference Share Alternative may elect to
Alternative'    receive Loan Notes instead of part of the Cash Consideration to
                which they would otherwise be entitled;

'PIK Facility'  The PIK facility in the amount of €45 million plus the lesser of
                €45 million and the aggregate amount of Loan Notes issued under
                the Loan Note instrument between Aella, Adonia Aella, AIB as
                arranger, agent and lender, and such other banks as may be
                lenders under that facility;

'Redeemable     the redeemable preference shares of €0.0001 each nominal value
Preference      in the capital of Aella;
Shares'

'Redeemable     the alternative under which ICG Shareholders may elect to
Preference      receive Redeemable Preference Shares instead of all of the Cash
Share           Consideration to which they would otherwise be entitled;
Alternative'

'Registrar of   the Registrar of Companies in Dublin, Ireland;
Companies'

'relevant       has the meaning assigned by Rule 8.9 of the Takeover Rules;
securities'

'Restricted     any jurisdiction in respect of which it would be unlawful for
Jurisdiction'   this announcement to be released, published or distributed, in
                whole or in part, in, into or from, including for the avoidance
                of doubt, Canada, South Africa, Australia and Japan

'Scheme' or     the proposed scheme of arrangement under Section 201 of the Act
'Scheme of      and the capital reduction under Sections 72 and 74 of the Act
Arrangement'    with or subject to any modifications, addition or condition
                approved or imposed by the High Court and agreed by Aella and
                ICG;

'Scheme         a circular for distribution to ICG Shareholders and, for
Document'       information only, to ICG Optionholders containing (i) the Scheme
                (ii) the notice or notices of the Court Meeting and EGM (iii) an
                explanatory statement as required by Section 202 of the Act with
                respect to the Scheme (iv) such other information as may be
                required or necessary pursuant to the Act, the Takeover Rules or
                the Listing Rules and (v) such other information as ICG and
                Aella shall agree;

'Senior         the providers of the Senior Secured Facility;
Lenders'

'Senior Secured the senior secured facility in the amount of €542 million
Facility'       between Aella, Adonia Aella, AIB as arranger, agent and lender
                and such other banks as may be lenders under that facility;

'Takeover       the European Communities (Takeover Bids (Directive 2004/25/EC))
Regulations'    Regulations 2006;

'Takeover       the Irish Takeover Panel Act, 1997, Takeover Rules 2001 to 2006
Rules'          (where applicable) and Substantial Acquisition Rules 2001 and
                2005;

'UK Listing     the Financial Services Authority of the United Kingdom in its
Authority'      capacity as the competent authority under the Financial Services
                and Markets Act 2000;

'United         the United Kingdom of Great Britain and Northern Ireland;
Kingdom' or
'UK'

'United States' the United States of America, its territories and possessions,
or 'US'         any state of the United States of America and the District of
                Columbia and any other territory subject to its jurisdiction;

'Voting Record Time' the time and date to be specified as the voting record time
for the Court Meeting (or any adjournment thereof) in the Scheme Document.

Any reference to any provision of any legislation shall include any provision in
any legislation that amends, modifies, consolidates, re-enacts, extends or
replaces the same.

Words importing the singular shall include the plural and vice versa and words
importing the masculine gender shall include the feminine or neutral gender.

All times referred to are Dublin times unless otherwise stated.




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