2.5 Announcement

Irish Continental Group PLC
15 June 2007



                                  PLEASE NOTE
                                        
THE HEADLINE OF THE ICG ANNOUNCEMENT RELEASED WEDNESDAY 14TH JUNE AT 6.07PM, 
RNS NUMBER 4134Y NOW READS 2.5 ANNOUNCEMENT AND NOT 'STATEMENT RE POSSIBLE 
OFFER' AS PREVIOUSLY STATED.
                       
ALL OTHER DETAILS REMAIN THE SAME

                                        

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


14 June 2007



        RECOMMENDED ACQUISITION FOR CASH OF IRISH CONTINENTAL GROUP PLC

 BY MOONDUSTER LIMITED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER SECTION 201 OF
                            THE COMPANIES ACT, 1963


Summary


The Board of Moonduster 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 Moonduster by
means of a scheme of arrangement under Section 201 of the Companies Act, 1963.

The Board of Moonduster is being advised by Davy Corporate Finance and IBI
Corporate Finance.


Cash Consideration


Under the terms of the Scheme, ICG Shareholders will be entitled to receive:


                          €22.00 per ICG Unit in cash


The Cash Consideration values the entire issued and to be issued share capital
of ICG at approximately €560.9 million.


The Cash Consideration represents a premium of approximately:


•    18.9 per cent. to €18.50, being the price per ICG Unit offered under the
     proposal from Aella;

•   7.3 per cent. to €20.50, being the Closing Price of an ICG Unit on 13 June
    2007, being the last Business Day prior to this announcement;

•   41.0 per cent. to €15.60, being the Closing Price of an ICG Unit on 7 March
    2007, being the last Business Day prior to the commencement of the Offer Period;
    and

•   61.5 per cent. to €13.63, being the average daily Closing Price of an ICG
    Unit over the 6 months up to the commencement of the Offer Period.



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 the Scheme. The members of the Independent Board who hold ICG
Units will by 7.00 p.m. today and following the release of this announcement
enter into irrevocable undertakings under which they will irrevocably undertake
(subject to certain exceptions) to vote in favour of the Acquisition and the
Scheme 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 Executive Directors did not participate in the Board's consideration of the
Acquisition and the Scheme because of their interests in Aella.

The Acquisition, by means of the Scheme, is subject to the conditions and
further terms set out in paragraph 4 of this announcement and in Appendix I.

Moonduster is a wholly owned subsidiary of Rambone. Rambone is majority owned
and controlled by a subsidiary of One51. One51 Capital, a subsidiary of One51,
through contracts for difference, controls the voting of 2,642,189 ICG Units in
total, representing approximately 11.17 per cent. of the issued share capital of
ICG. One51 Capital has irrevocably committed to Moonduster and to ICG, in
respect of all of the aforementioned shares, to procure that voting instructions
are given to vote in favour of the Acquisition and the Scheme.

A subsidiary of Doyle Group is a minority shareholder in Rambone. Doyle Group
owns or, through contracts for difference, controls the voting of 2,177,217 ICG
Units in total, representing approximately 9.21 per cent. of the issued share
capital of ICG. Doyle Group has irrevocably committed to Moonduster and ICG, in
respect of all of the aforementioned shares, to vote, or to procure that voting
instructions are given to vote, in favour of the Acquisition and the Scheme.

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

'Having already presented Shareholders with an attractive offer from Aella, the
Independent Directors are now pleased to present Shareholders with a higher
offer from Moonduster. The Cash Consideration is at a price at which the
Independent Directors will recommend the Acquisition to Shareholders as it
represents an excellent opportunity for Shareholders to realise their investment
for the Cash Consideration.'

Commenting on the Acquisition on behalf of Moonduster, Philip Lynch, Chief
Executive of One51, said:

'We are pleased to have reached agreement with the Independent Directors on the
terms of a recommended acquisition of ICG at a price of €22.00 per share. We
believe that ICG represents an attractive investment opportunity and we look
forward to continuing the development of its business in the future.'


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:


One51 / Moonduster                           Tel: [phone]
Philip Lynch
Paul Dixon


Joint Financial Advisers to Moonduster
Davy Corporate Finance                       Tel: [phone]
Hugh McCutcheon
Des Carville


IBI Corporate Finance                        Tel: [phone]
Tom Godfrey
John Tuite


Joint PR Advisers to One51 / Moonduster
Murray Consultants                           Tel: [phone]
Jim Milton
Ed Micheau


Fleishman-Hillard                            Tel: [phone]
James Morrissey


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


Financial Adviser to ICG
NCB Corporate Finance                        Tel: [phone]
Liam Booth
Jonathan Simmons


PR Adviser to ICG
Drury Communications                         Tel: [phone]
Billy Murphy


The directors of ICG accept responsibility for the information contained in this
announcement, other than that relating to Moonduster, Rambone, Doyle Group,
One51 and their respective subsidiaries and the recommendation and the related
opinions of the Independent Board. 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.

The directors of Moonduster 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. To the best of the knowledge and belief of the directors of
Moonduster (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.

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

IBI Corporate Finance, a subsidiary of The Governor and Company of the Bank of
Ireland (which is regulated by the Financial Regulator) is acting exclusively
for Moonduster and no one else in connection with the Acquisition and will not
be responsible to anyone other than Moonduster for providing the protections
afforded to clients of IBI 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, 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 the 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 the Scheme are made.

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 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.

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


14 June 2007


        RECOMMENDED ACQUISITION FOR CASH OF IRISH CONTINENTAL GROUP PLC
 BY MOONDUSTER LIMITED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER SECTION 201 OF
                            THE COMPANIES ACT, 1963


1. Introduction

The Board of Moonduster 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 Moonduster by
means of a scheme of arrangement under Section 201 of the Companies Act, 1963.

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 the Scheme. The members of the Independent Board who hold ICG
Units will by 7.00 p.m. today and following the release of this announcement
enter into irrevocable undertakings under which they will irrevocably undertake
(subject to certain exceptions) to vote in favour of the Acquisition and the
Scheme 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 Executive Directors did not participate in the Board's consideration of the
Acquisition and the Scheme because of their interests in Aella.

The Acquisition and the Scheme will be subject to the conditions and further
terms set out in paragraph 4 of this announcement and Appendix I, which will
also be set out in the Scheme Document.

Moonduster is a wholly owned subsidiary of Rambone. Rambone is majority owned
and controlled by a subsidiary of One51. One51 Capital, a subsidiary of One51,
through contracts for difference, controls the voting of 2,642,189 ICG Units
representing approximately 11.17 per cent. of the issued share capital of ICG.
One51 Capital has irrevocably committed to Moonduster and ICG, in respect of all
of the aforementioned shares, to procure that voting instructions are given to
vote in favour of the Acquisition and the Scheme.

A subsidiary of Doyle Group is a minority shareholder in Rambone. Doyle Group
owns or, through contracts for difference, controls the voting of 2,177,217 ICG
Units in total, representing approximately 9.21 per cent. of the issued share
capital of ICG. Doyle Group has irrevocably committed to Moonduster and ICG, in
respect of all of the aforementioned shares, to vote, or to procure that voting
instructions are given to vote, in favour of the Acquisition and the Scheme.


2. The Cash Consideration

The Cash Consideration represents:


                        for each ICG Unit €22.00 in cash

The Cash Consideration values the entire issued and to be issued share capital
of ICG at approximately €560.9 million.

The Cash Consideration represents a premium of approximately:


•    18.9 per cent. to €18.50, being the price per ICG Unit offered under the
     proposal from Aella;


•    7.3 per cent. to €20.50, being the Closing Price of an ICG Unit on 13 June
     2007, being the last Business Day prior to this announcement;


•    41.0 per cent. to €15.60, being the Closing Price of an ICG Unit on 7 March
     2007, being the last Business Day prior to the commencement of the Offer 
     Period; and


•    61.5 per cent. to €13.63, being the average daily Closing Price of an ICG
     Unit over the 6 months up to the commencement of the Offer Period.



3. Background to and Reasons for Recommending the Acquisition


On 8 March 2007, the Independent Board of ICG announced that they had reached
agreement with Aella, a company owned and controlled by members of ICG's senior
management team, on the terms of a recommended acquisition of the entire issued
and to be issued share capital of ICG, by means of a scheme of arrangement under
Section 201 of the Companies Act, 1963, for a cash consideration of €18.50 per
ICG Unit.

On 4 April 2007, One51 Capital and Doyle Group announced that they were in
discussions regarding a possible offer, of not less than €20.00 per ICG Unit, to
acquire the entire issued and to be issued share capital of ICG. The Independent
Board announced, also on 4 April 2007, that following initial discussions with
One51 Capital and Doyle Group, it intended to seek an adjournment of each of the
shareholder meetings scheduled to take place on 12 April 2007 to consider the
Aella Scheme. These meetings were duly adjourned and currently remain adjourned.

On 16 April 2007, the Independent Board announced that One51 Capital and Doyle
Group had entered into a formal process with the Company and commenced
confirmatory due diligence which, at the time, it was expected would take up to
four weeks to complete.

Following completion of its due diligence, Moonduster confirmed to the
Independent Board that it is prepared to proceed with an acquisition of the
entire issued and to be issued share capital of ICG for a cash consideration of
€22.00 per ICG Unit on a recommended basis.

Since the initial approach to the Company by members of ICG's senior management
team on 8 February 2007, the Independent Board has sought to achieve the best
possible offer for ICG Shareholders. In reaching its decision to recommend ICG
Shareholders to vote in favour of the Acquisition and the Scheme, the
Independent Board has taken the following factors into consideration:

•   the Cash Consideration of €22.00 per ICG Unit provides Shareholders with an
    opportunity to realise a higher cash consideration than currently available from
    the Aella Scheme; and


•   the Company has received no approach in relation to a higher offer being
    available for Shareholders, either from Aella or from any other party.


The Independent Board is withdrawing its recommendation that the ICG
Shareholders vote in favour of the Aella Scheme. The adjournment of the
extraordinary general meeting and other shareholder meetings to be held in
relation to the Aella Scheme will continue in order to allow the Acquisition and
the Scheme to be put to Shareholders by Moonduster. It is expected that the
adjournment of the Aella Scheme will continue until further notice or such time
as the Aella Scheme is terminated.



4. The Acquisition and the Scheme

The Acquisition will be effected by way of a Scheme of Arrangement. 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 in return for the
cancellation of their Shares.

The Scheme of Arrangement is an arrangement made between ICG and ICG
Shareholders under Section 201 of the Act and is 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. ICG will then issue new ICG Units to Moonduster in place
of the ICG Units cancelled pursuant to the Scheme and Moonduster will pay the
consideration for the Acquisition to former ICG Shareholders. As a result of
these arrangements, ICG will become a wholly owned subsidiary of Moonduster.

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 confirming the capital reduction and
registration of the Court Order and minute 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 31 October 2007 or such
     later date as Moonduster, ICG and the High Court may agree, failing which the
     Scheme will lapse;

•    the lapse, withdrawal or termination of the Aella Scheme;

•    the approval of the Acquisition by the Competition Authority;

•    the approval by a majority in number representing three-fourths (75 per
     cent.) 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 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 and minute by him; and


•    the conditions, which are not otherwise identified above, being satisfied
     or waived on or before the Effective Date.


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, after the date of this
announcement, to ICG Shareholders and, for information only, to ICG
Optionholders.

The Scheme Document will also specify the actions to be taken by ICG
Shareholders. It is expected that the Acquisition and the Scheme will become
effective prior to 31 October 2007.

5. 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:

•    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

•    the Container & Terminal Division, comprising three intermodal freight
     carriers, Eucon, Eurofeeders and Feederlink, and a container terminal, DFT,
     within the Port of Dublin.

The Group operates four ferries and fourteen 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.

On 8 March 2007, ICG reported its results for the year to 31 December 2006:

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

•    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).

•   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).

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


6. Information on Moonduster

Moonduster is a private limited company, which was incorporated in Ireland on 10
May 2007. Moonduster has not traded prior to the date of this announcement
(except for entering into transactions relating to the Acquisition). Moonduster
is a wholly owned subsidiary of Rambone. Moonduster has no employees.

Moonduster is being advised by Davy Corporate Finance and IBI Corporate Finance.


7. Information on Rambone

Rambone is a private limited company, which was incorporated in Ireland on 15
February 2007. Rambone has not traded prior to the date of this announcement
(except for entering into transactions relating to the Acquisition). A
subsidiary of One51 owns 80 per cent. of the issued share capital of Rambone
with the remaining 20 per cent. shareholding being owned by a subsidiary of
Doyle Group. Rambone has no employees.


8. Information on One51

One51 is an unlisted plc with a diversified business portfolio comprising
operations in Ireland, the United Kingdom and Continental Europe.  One51 Capital
is a wholly owned subsidiary of One51.

One51 is pursuing a strategy focused on developing a substantial presence in
high growth niche sub-sectors of the infrastructure, waste, energy and related
markets.

One51 was established as part of a reconstruction and reorganisation process of
the Irish Agricultural Wholesale Society Limited whereby key businesses and
assets were transferred from the Irish Agricultural Wholesale Society Limited to
One51 in December 2005.


9. Information on Doyle Group

Originally based in Cork, Doyle Group is a private company. The group has
operated in the shipping industry for over 100 years and now has operations in
Belfast, Cork, Dublin, Foynes and Waterford. Doyle Group is an integrated
provider of port-side services including agency, chartering, forwarding,
stevedoring and terminal operations.


10. Financing

The Acquisition will be financed by debt facilities made available to Moonduster
by Bank of Scotland (Ireland) Limited and by debt and equity contributions from
One51 Capital and Doyle Group or their respective nominees. Further information
on the financing of the Acquisition will be set out in the Scheme Document.


Davy Corporate Finance and IBI Corporate Finance, as joint financial advisers to
Moonduster, are satisfied that the necessary financial resources are available
to Moonduster to satisfy in full the consideration payable to ICG Shareholders
under the terms of the Acquisition.


11. Directors, Management and Employees

The Board of Moonduster 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

Appropriate proposals will be made to ICG Optionholders in due course.


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, Moonduster 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 14 June 2007, with Moonduster, 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 Moonduster 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 include:

(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 subsequently 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 such timeframe as is
    required by the High Court; 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 third party costs
    and expenses incurred by Moonduster or by or on behalf of One51 Capital or Doyle
    Group in connection with the Acquisition up to a maximum amount of €500,000.


ICG will not be liable to make any payment to Moonduster in circumstances where:


(a) a recommended higher competing offer or scheme is announced and either of
    One51 Capital or Doyle Group do not accept such offer in respect of ICG Units
    actually held by them, or do not vote, or do not procure that voting
    instructions are given to vote, in favour of such scheme; or

(b) other than as a result of any act or omission of the ICG Group, the 
    Acquisition does not succeed due to non-satisfaction of condition 2 (a) in
    Appendix I to this announcement by 31 October 2007 or such later date as may be
    agreed between ICG and Moonduster.

The non-solicitation undertaking provides that until the Acquisition and the
Scheme become effective (or are withdrawn), ICG shall procure that no member of
the Group or none of their respective directors, employees, agents or advisers,
in their capacities as 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 Moonduster have entered into an Implementation Agreement which contains
certain assurances in relation to the implementation of the Scheme and the
conduct of ICG's business up to the Effective Date.

Further information regarding the Implementation Agreement will be set out in
the Scheme Document.


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

Moonduster has received irrevocable undertakings, in respect of approximately
20.38 per cent. of the entire issued share capital of ICG, to vote, or to
procure that voting instructions are given to vote, in favour of the Acquisition
and the Scheme as follows:


One51 Capital

Moonduster has received irrevocable undertakings from One51 Capital in respect
of its interest in 2,642,189 ICG Units (representing approximately 11.17 per
cent. of the issued share capital of ICG) held through contracts for difference,
to procure that irrevocable voting instructions are given to vote the ICG Units
underlying such contracts for difference in favour of the Acquisition and the
Scheme. These irrevocable undertakings will cease to have effect in the event
that the Acquisition and the Scheme lapse or are withdrawn or the Scheme does
not become effective on or before 31 October 2007 or Moonduster announces that
it will not proceed with the Acquisition.


Doyle Group

Moonduster has received irrevocable undertakings from Doyle Group in respect of
its interest in 2,177,217 ICG Units (representing approximately 9.21 per cent.
of the issued share capital of ICG) to vote, or in respect of that part of its
interest held through contracts for difference to procure that irrevocable
voting instructions are given to vote the ICG Units underlying such contracts
for difference, in favour of the Acquisition and the Scheme. These irrevocable
undertakings will cease to have effect in the event that the Acquisition and the
Scheme lapse or are withdrawn or the Scheme does not become effective on or
before 31 October 2007 or Moonduster announces that it will not proceed with the
Acquisition.


17. Undertakings to be received from members of the Independent Board

The members of the Independent Board who hold ICG Units, will by 7.00 p.m. today
and following the release of this announcement enter into irrevocable
undertakings under which they will irrevocably undertake to vote in favour of
the Acquisition and the Scheme 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,
once given, will lapse in the event that the Acquisition and the Scheme lapse or
are withdrawn or the Scheme does not become effective on or before 31 October
2007 or a higher competing offer is made or a firm intention to make a higher
competing offer is announced or Moonduster announces that it will not proceed
with the Acquisition.


18. Interests in ICG

As at 13 June 2007, being the latest practicable date prior to the date of this
announcement, One51 Capital controlled the voting of 2,642,189 ICG Units.

As at 13 June 2007, being the latest practicable date prior to the date of this
announcement, Doyle Group owned, or controlled the voting of 2,177,217 ICG
Units.

As at 13 June 2007, being the latest practicable date prior to the date of this
announcement, an affiliate of Davy Corporate Finance held 424,896 ICG Units on
behalf of certain discretionary clients.

Save as disclosed in this paragraph 18, neither Moonduster nor, as far as
Moonduster is aware, any person acting in concert with Moonduster, 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.

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


19. General

The Acquisition and the 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 will be
accompanied by the appropriate forms of proxy. These will be despatched to ICG
Shareholders and, for information only, to ICG Optionholders, in due course. The
Acquisition and the 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:


One51 / Moonduster                             Tel: [phone]
Philip Lynch
Paul Dixon


Joint Financial Advisers to Moonduster
Davy Corporate Finance                         Tel: [phone]
Hugh McCutcheon
Des Carville


IBI Corporate Finance                          Tel: [phone]
Tom Godfrey
John Tuite


Joint PR Advisers to One51 / Moonduster
Murray Consultants                             Tel: [phone]
Jim Milton
Ed Micheau


Fleishman-Hillard                              Tel: [phone]
James Morrissey


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


Financial Adviser to ICG
NCB Corporate Finance                          Tel: [phone]
Liam Booth
Jonathan Simmons


PR Adviser to ICG
Drury Communications                           Tel: [phone]
Billy Murphy


The directors of ICG accept responsibility for the information contained in this
announcement, other than that relating to Moonduster, Rambone, Doyle Group,
One51 and their respective subsidiaries and the recommendation and the related
opinions of the Independent Board. 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.

The directors of Moonduster 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. To the best of the knowledge and belief of the directors of
Moonduster (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.

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

IBI Corporate Finance, a subsidiary of The Governor and Company of the Bank of
Ireland (which is regulated by the Financial Regulator), is acting exclusively
for Moonduster and no one else in connection with the Acquisition and will not
be responsible to anyone other than Moonduster for providing the protections
afforded to clients of IBI 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, 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 the Scheme are set out in paragraph 4 of this announcement and
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 the Scheme are made.

Any person, who is a holder of one per cent. or more of 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.

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


                                   Appendix I


                  Conditions of the Acquisition and the Scheme


The Acquisition and the 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 are subject to the terms
and conditions set out in this document and to be set out in the Scheme
Document. The Acquisition and the 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 31 October 2007 (or such later date as
   Moonduster and ICG may, with (if required) the consent of the Panel, agree and
   (if required) the Court may allow). The Scheme will be conditional upon:


    (i) the lapse, withdrawal or termination of the Aella Scheme;


   (ii) the approval of the Scheme by a majority in number of the Shareholders
        representing three-fourths or more in value of the holders of ICG Units, 
        present and voting either in person or by proxy, at the Court Meeting 
        (or at any adjournment of such meeting);

 (iii)  such resolution(s) 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);


  (iv) the sanction by the High Court (with or without modification) of the Scheme
       pursuant to Section 201 of the Act and the confirmation of the reduction of
       capital involved therein by the Court; and


  (v) office copies of the Court Orders and the minute required by Section 75 of
      the Act in respect of the reduction (referred to in paragraph 1(iv)), 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 Moonduster 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 (i) the sanction of the Scheme by the High
   Court pursuant to Section 201 of the Act in respect of conditions (a) and (c)
   below; or (ii) the Effective Date in respect of conditions (b), (d) and (e) to
   (j) below:


    (a) to the extent that Part 3 of the Irish Competition Act, 2002 is applicable,
        the Irish Competition Authority (the 'Authority') having determined, pursuant to
        Section 21(2)(a) or 22(3)(a) of that Act, that the Acquisition may be put into
        effect or, the Authority having made a determination pursuant to Section 22(3)
        (c) of that Act on conditions acceptable to Moonduster, acting reasonably, in
        relation to the Acquisition, or Section 19(1)(c) or (d) of that Act being
        applicable, whichever is the first to occur;


    (b) 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, (provided
        however that this condition (b) shall not apply to the Authority, the sole
        condition in respect of which is set out in (a) above) court, tribunal, trade
        agency, professional association, environmental body, any analogous body
        whatsoever or tribunal in any jurisdiction or any other person (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 Moonduster 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 Moonduster, or render
            Moonduster unable, to acquire some or all of the ICG Units or require a
            divestiture by any member of the Moonduster 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 Moonduster 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
            Moonduster to acquire, or to hold or to exercise effectively, directly or
            indirectly, all or any rights of ownership of shares, ICG Units, (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 Moonduster 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 (c) 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;


(c) (other than to the Irish Competition Authority in respect of the entire of
    this condition (c)) all necessary notifications and filings having been made,
    all necessary waiting and other time periods (including any extensions thereof)
    under any applicable legislation or regulation of any jurisdiction in which 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 Moonduster for or in respect of the Acquisition
    having been obtained on terms and in a form reasonably satisfactory to
    Moonduster 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);


(d) (other than to the Irish Competition Authority in respect of the entire of
    this condition (d)) all applicable waiting periods and any other time periods
    during which any Third Party could, in respect of the Acquisition or the
    acquisition or proposed acquisition of any shares or other securities (or the
    equivalent) in, or control of, ICG or any member of the Wider ICG Group by
    Moonduster, 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;

(e) except as disclosed, there being no provision of any arrangement, agreement,
    licence, permit, franchise, facility, lease or other instrument to which any
    member of the Wider 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
    Moonduster 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 Moonduster and no event having
occurred which, under any provision of any agreement, arrangement, licence,
permit 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 assets is bound, entitled or
subject, is reasonably likely 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 a whole) in any of the
events or circumstances as are referred to in sub-paragraphs (i) to (vii) of
this condition 2(e);


(f) 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 14 June 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 issue, dividend or
        other distribution other than bonus issues, 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
        convertible into share capital and 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 (save
       as disclosed) 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 (save as disclosed);

 (vi) issued any loan capital or debentures or (save in the ordinary course of
      business and save for intra-ICG Group transactions and 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) 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) merged with any body corporate, partnership or business, or (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) acquired or disposed of,
       transferred any material asset or 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 or
      save as disclosed) 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) (save as disclosed) 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 (including
       the termination or partial termination of the trusts) constituting the pension
       schemes established for its directors and/or employees and/or their dependants
       or to the benefits which accrue, or to the pensions which are payable
       thereunder, or to the basis on which qualification for or accrual or entitlement
       to such benefits or pensions are calculated or determined, or to the basis upon
       which the liabilities (including pensions) of such pension schemes are funded or
       made, or agreed or consented to any change to the trustees involving the
       appointment of a trust corporation or caused any employee of the Wider ICG Group
       to cease to be a member of any UK pension scheme by withdrawing as a
       participating employer in such pension scheme, or unlawfully terminating the
       employment of any active member of a UK pension scheme, or making any employee
       member of the Wider ICG Group redundant, or exercising any discretion under the
       provisions governing such pension scheme;


(xiv) save in respect of a voluntary solvent liquidation of a member of the
      Wider ICG Group which was solvent and dormant at the relevant time or a member
      of the Wider ICG Group which is not a Material Subsidiary, taken any corporate
      action or (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) 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 Moonduster).


(g) 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 14 June 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, since
31 December 2006:


(i) there not having arisen any adverse change or adverse 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) save as disclosed, 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) save as disclosed, 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;


(h) Moonduster not having discovered:


    (i) 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);


  (ii) save as disclosed, that any member of the Wider ICG Group is subject to any
       liability (actual or contingent) which is not disclosed in the ICG Annual Report
       and Accounts for the financial year ended 31 December 2006 and which is material
       in the context of the Wider ICG Group taken as a whole; or


(iii) any information which affects the import of any information disclosed to
      Moonduster at any time up to 14 June 2007 (being the date of this announcement)
      by or on behalf of any employees, officers, advisers or members of the Wider ICG
      Group to the extent which is material in the context of the Wider ICG Group
      taken as a whole;


(i) 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 14 June 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,
    Moonduster not having discovered:


    (i) 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);

  (ii)  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

  (iii) after 14 June 2007 (being the date of this announcement), that
        circumstances exist 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 (ii) 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);

(j) 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 material (in value terms or otherwise) in the
    context of the ICG Group taken as a whole);


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


    (i) 'Moonduster Group' means Moonduster 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
        Moonduster or IBI Corporate Finance, Davy Corporate Finance or its or their
        respective employees, officers or advisers at any time up to 14 June 2007 (being
        the date of this announcement) including (for the avoidance of doubt)
        documentation, notified to Moonduster in writing as being available for
        inspection, contained in the dataroom at the offices of A&L Goodbody as at 14
        June 2007 and the documentation contained in the ICG audit files for 2005 and
        2006 which have been made available to Moonduster and its advisers;


 (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 Moonduster Group' means the Moonduster Group, its associated
      undertakings and any entities in which any member of the Moonduster 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, Moonduster 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 (ii), (iii), (iv) and (v) and 2 (a).

4. The Acquisition will lapse unless all of the conditions set out above have
   been fulfilled or (if capable of waiver) waived or, where appropriate, have been
   determined by Moonduster to be or to remain satisfied on the Effective Date.

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

6. Moonduster 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 Moonduster 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



1. 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.

2. The value of the entire issued and to be issued ordinary share capital of ICG
   is based upon 23,644,108 ICG Units in issue, and 1,849,850 ICG Units issuable to
   ICG Optionholders under the ICG Share Option Schemes as at 13 June 2007. This
   excludes 899,500 ICG Units held by ICG as treasury shares.

3. ICG Share prices are sourced from the Daily Official List of the Irish Stock
   Exchange.

4. References to a percentage of ICG Shares are based on the number of ICG
   Shares in issue as at 13 June 2007 but do not include any shares issuable to ICG
   Optionholders under the ICG Share Option Schemes.

5. References to the Aella offer are based on the Aella scheme document dated 20
   March 2007.

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

7. References to the irrevocable undertakings to vote, or to procure that voting
   instructions are given to vote, in favour of the Acquisition and the Scheme are
   sourced from the signed Irrevocable Undertakings of One51 Capital and Doyle
   Group.

8. References to the irrevocable undertakings to vote in favour of the
   Acquisition and the Scheme to be given by the Independent Directors are sourced
   from the agreed form irrevocable undertakings which the Independent Directors
   will enter into by 7.00 p.m. today and following the release of this
   announcement.



                                  Appendix III

                                  Definitions

The following definitions apply throughout this document, unless the context
requires otherwise:

'Acquisition'          the proposed acquisition by Moonduster of ICG by
                       means of the Scheme as described in this document;

the 'Act'              the Companies Act, 1963 of Ireland, as amended;

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

'Aella Scheme'         the proposed acquisition of the Company by Aella by
                       means of a scheme of arrangement under Section 201
                       of the Act or otherwise;

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

'Business Day'         any day, other than a Saturday or Sunday, on which
                       clearing banks are normally open for business in
                       Dublin;

'Cash Consideration'   the cash consideration of €22.00 per ICG Unit
                       payable to ICG Shareholders for each ICG Share
                       cancelled pursuant to the Scheme;

'Closing Price'        the closing price of an ICG Unit as derived from the
                       Official List;

'Companies Acts'       the Companies Acts 1963 to 2005 and Parts 2 and 3 of
                       the 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;

'Davy Corporate        Davy Corporate Finance Limited;
Finance'

'directors of ICG' or  the board of directors of ICG;
'the Board'

'directors of          the board of directors of Moonduster;
Moonduster'

'Doyle Group'          Doyle Group Limited;

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

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

'EPS'                  earnings per share;

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

'Executive Directors'  Eamonn Rothwell, Garry O'Dea and Anthony Kelly;

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

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

'Financial Regulator'  the Irish Financial Services Regulatory Authority;

'High Court'           the High Court of Ireland;

'IBI Corporate Finance' IBI Corporate Finance Limited;

'ICG' or the 'Company' Irish Continental Group plc;

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

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

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

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

'ICG Shareholders' or  holders of ICG Units;
'Shareholders'

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

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

'Implementation        the implementation agreement dated 14 June 2007
Agreement'             between ICG and Moonduster in relation to the
                       implementation of the Scheme;

'Independent Board' or John B McGuckian (Chairman) and Peter Crowley
'Independent Directors'(Non-Executive Director) and Bernard Somers
                       (Non-Executive Director);

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

'Irish Stock Exchange' the Irish Stock Exchange Limited;

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

'London Stock Exchange'the London Stock Exchange plc;

'NCB Corporate         NCB Corporate Finance Limited;
Finance'

'Moonduster'           Moonduster Limited, a private limited company
                       incorporated in Ireland with registered number
                       439475;

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

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

'Offer Period'         the period commencing on 8 March 2007 (the date of
                       an announcement of a possible offer for ICG by
                       Aella) and ending on the earlier of the date on
                       which the Scheme becomes effective and/or the date
                       on which the Scheme lapses or is withdrawn (or such
                       other date as the Panel may decide or the Takeover
                       Rules dictate);

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

'One51'                One Fifty One plc;

'One51Capital'         One Fifty One Capital Limited, a wholly owned
                       subsidiary of One51;

'Panel'                the Irish Takeover Panel;

'Rambone'              Rambone Limited, a private limited company
                       incorporated in Ireland with registered number
                       434954;

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

'Relevant Securities'  has the meaning assigned by Rule 8.9 of the Takeover
                       Rules;

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

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

'Scheme Document'      a circular for distribution to ICG Shareholders and,
                       for 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 Moonduster
                       shall agree;

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

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

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

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




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