29 September 2008
Irish Continental Group plc ("ICG" or the "Company")
Posting of EGM Circular
The Company has today posted a circular to shareholders convening an
extraordinary general meeting seeking to put in place authority for
the Company (i) to make further allotments of redeemable shares; and
(ii) to purchase up to 10 per cent of its issued share capital in the
market.
The Company's board is seeking authority to make further allotments
of redeemable shares in order to maintain its flexibility to continue
to maximise the net return on amounts paid to shareholders by the
Company by making redemptions of redeemable shares. The authority to
make further allotments of redeemable shares requires the approval of
shareholders as an ordinary resolution.
The Company's board is seeking authority to make market purchases
because it believes that it would be in shareholders' best interests
for the Company to be able to buy back shares, as and when it
considers it prudent to do so, with a view to enhancing shareholder
value. The authority to make market purchases requires the approval
of shareholders as a special resolution (the "Market Purchases
Resolution").
South Morston Investment Company Limited ("South Morston") is
interested in 7,201,572 ICG Units, representing 29.25% of the
existing issued share capital of the Company. Full implementation of
the Market Purchases Resolution would result in a maximum of
2,461,670 ICG Units being purchased by the Company. In the event
that the Company utilised the authority in the Market Purchases
Resolution in full and assuming that South Morston did not dispose of
any ICG Units, the South Morston shareholding, while remaining the
same in number of ICG Units, would increase as a percentage of the
issued share capital from 29.25% to 32.51%. As a result, South
Morston would become obliged under the Irish Takeover Panel Act 1997,
Takeover Rules 2007 (the "Takeover Rules") to extend a general offer
to all shareholders in accordance with Rule 37, unless such
obligation was waived by the Irish Takeover Panel (the "Panel").
The Panel has agreed to waive this obligation on condition that a
majority of the shareholders of the Company excluding South Morston
approve the waiver on a poll at an extraordinary general meeting of
the Company.
The circular sets out details of all the resolutions which require
the approval of ICG shareholders at an extraordinary general meeting
of the Company which will take place at the Clarion Hotel, IFSC,
North Wall Quay, Dublin 1, on 23 October 2008, at 11.00 am.
The forms of proxy for the extraordinary general meeting which
accompany the circular sent to ICG shareholders should be returned to
Computershare Investor Services (Ireland) Limited no later than 11.00
am on 21 October 2008. The completion and return of a form of proxy
will not prevent ICG shareholders from attending and voting at the
meeting in person if they wish to do so.
Enquiries
Irish Continental Group plc
Telephone +353 1 607 5628
Eamonn Rothwell
Garry O'Dea
Tom Corcoran
NCB Corporate Finance
Telephone +353 1 611 5611
Liam Booth
Jonathan Simmons
Shane Lawlor
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