Irish Continental Group PLC
23 July 2007
23 July 2007
Irish Continental Group plc ('ICG' or the 'Company')
Offer Update Announcement
On 14 June 2007 the independent directors of ICG (the 'Independent Directors')
and the board of directors of Moonduster Limited ('Moonduster') announced the
terms of a recommended acquisition for cash of the entire issued and to be
issued share capital of ICG by Moonduster for cash consideration of €22.00 per
ICG Unit (the 'Moonduster Offer'). Moonduster controls the voting of,
approximately 20.38 per cent. of the issued share capital of the Company.
Previously, on 8 March 2007 the Independent Directors and the board of directors
of Aella plc ('Aella') announced the terms of a recommended acquisition for cash
of the entire issued and to be issued share capital of ICG by Aella for cash
consideration of €18.50 per ICG Unit (the 'Aella Offer'). In the announcement of
the Moonduster Offer the Independent Directors indicated that by announcing
their intention to recommend the Moonduster Offer they were withdrawing their
recommendation of the Aella Offer.
On 20 June 2007, Aella announced that Eamonn Rothwell, chairman of Aella and
also Chief Executive Officer of ICG, acquired 1,750,200 ICG Units, representing
7.4 per cent. of the entire issued share capital of ICG, at a price of €22.00
per ICG Unit. Accordingly, Aella confirmed that the Cash Consideration under the
Aella Offer will be increased to €22.00 per ICG Unit. Following these purchases,
Aella's shareholders own, or have an interest in, approximately 17.19 per cent.
of the issued share capital of the Company.
Since 20 June 2007, the Independent Directors believe that, on the basis of
their current shareholdings, neither the Moonduster Offer nor the Aella Offer
will be capable of implementation without the support of the other party. The
Independent Directors have not posted the scheme document for the Moonduster
Offer to ICG shareholders. Instead, the Independent Directors have initiated
discussions between representatives of Moonduster and Aella in order to
establish whether there can be an offer level from either party which the other
would accept. It is understood that discussions have taken place between the
parties but no resolution has yet been reached.
The Independent Directors are very aware of the considerable time which has now
passed since the offer period commenced on 8 March 2007 and the lack of clarity
as to when it is likely that there will be certainty of an outcome.
Consequently, on 19 July 2007, the Independent Directors wrote to both
Moonduster and Aella requesting them to confirm to the Independent Directors, by
no later than 12.00 p.m. on 26 July 2007, the highest price per ICG Unit which
they are currently prepared to offer to acquire the Company and also their
intentions in the event that the Independent Directors recommend an offer other
than their own offer.
A further announcement will follow 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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