Irish Continental Group PLC
24 October 2007
Irish Continental Group plc ('ICG' or the 'Company')
Offer Update Announcement
24 October
On 14 June 2007 the independent Directors of ICG (the 'Independent Directors')
and Moonduster released a Rule 2.5 announcement setting out the terms of a
scheme of arrangement to be put before ICG shareholders (the 'Moonduster
Scheme'). The Rule 2.5 announcement by Moonduster was an announcement of a firm
intention to make an offer to acquire ICG at a price of €22.00 per ICG Unit.
On 21, 24 and 26 September 2007, Moonduster made several market announcements,
following a series of acquisitions of ICG Units between 20 and 25 September
2007, that the cash consideration payable pursuant to the Moonduster Scheme,
announced pursuant to the aforementioned Rule 2.5 announcement of 14 June, had
increased initially to €25.00 and €25.20 per ICG Unit, then to €25.25 per ICG
Unit and finally, to €25.40 per ICG Unit (the 'Revised Moonduster Scheme' and
together the 'Moonduster Announcements').
On 26 September the Independent Directors announced that they would engage with
Moonduster so as to consider the Revised Moonduster Scheme and provided the
Independent Directors were satisfied that it was in the best interests of
shareholders to do so the Independent Directors would also consider recommending
the Revised Moonduster Scheme, and, if appropriate, despatch the Revised
Moonduster Scheme document to shareholders as soon as practicable along with the
notices to convene the various court meetings and EGMs to consider, and if
thought fit, approve the Revised Moonduster Scheme.
Moonduster communicated to the Independent Directors that, if it was requested
to do so, it would be unwilling to proceed with the Revised Moonduster Scheme
unless there was a reasonable prospect of the Revised Moonduster Scheme being
successful. As a consequence of the Moonduster Announcements the Independent
Directors believed that Moonduster was obliged to proceed with the Revised
Moonduster Scheme by agreeing to extend the Scheme Long Stop Date of 31 October
2007 and to do so without additional conditions to those contained in
Moonduster's Rule 2.5 Announcement of 14 June 2007.
As such on 2 October, the Independent Directors wrote to the Irish Takeover
Panel (the 'Panel') to seek their assistance so as to progress the Revised
Moonduster Scheme.
The Independent Directors now note the announcement from the Panel earlier today
and are disappointed that the Panel have been unable to direct Moonduster to
extend the Long-Stop Date, which the Independent Directors were at all times
willing to extend. The Independent Directors also note the confirmation from the
Panel that the ICG offer period will expire at midnight on 31 October 2007 in
the event that ICG, Moonduster and the High Court do not agree to extend the
Long Stop Date.
Shareholders should note that there can be no certainty that an offer will be
forthcoming between now and 31 October 2007.
A further announcement will be made in due course.
Enquiries
Irish Continental Group plc Telephone +353 1 855 2222
Independent Directors
John B McGuckian
NCB Corporate Finance Telephone +353 1 611 5611
Liam Booth
Jonathan Simmons
Shane Lawlor
Drury Communications Telephone +353 1 260 5000
Billy Murphy
Paddy Hughes
The Independent Directors of Irish Continental Group plc accept responsibility
for the information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they take
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
NCB Corporate Finance Limited, which is authorised in Ireland by the Financial
Regulator under the Investment Intermediaries Act 1995, is acting exclusively
for Irish Continental Group plc and no one else in connection with the
acquisition and will not be responsible to anyone other than Irish Continental
Group plc for providing the protections afforded to clients of NCB Corporate
Finance Limited nor for providing advice in relation to the acquisition.
This information is provided by RNS
The company news service from the London Stock Exchange
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