Offer Update
Irish Continental Group PLC
03 August 2007
3 August 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 to be implemented by means of a scheme of arrangement (the 'Moonduster
Offer'). Moonduster controls the voting of, approximately 20.38 per cent. of the
issued share capital of the Company.
On 20 June 2007, Aella plc ('Aella') announced that Eamonn Rothwell, chairman of
Aella and also Chief Executive Officer of ICG, acquired 1,750,200 ICG Units,
representing 7.40 per cent. of the 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, to be implemented by means of a scheme of arrangement,
will be increased to €22.00 per ICG Unit. Aella and its concert parties have an
interest in approximately 19.14 per cent. of the issued share capital of the
Company.
Since 20 June 2007 it has been the belief of the Independent Directors that
neither the Moonduster Offer nor the Aella Offer will be capable of
implementation without the support of the other party. Between 20 June 2007 and
19 July 2007 the Independent Directors initiated and supported the engagement
which took place between representatives of Moonduster and Aella in order to
establish whether there could be an offer level at a price per ICG Unit from
either Moonduster or Aella which the other party would accept.
With no meaningful progress having been achieved from these efforts the
Independent Directors, on 19 July 2007, wrote to both Moonduster and Aella
requesting them to confirm to the Independent Directors the highest price per
ICG Unit which they were prepared to offer to acquire the Company and also,
inter alia, their intentions in the event that a higher offer, other than their
own offer, was made.
Moonduster confirmed that it would not vote in favour of the Aella Offer to
acquire the Company for €22.00 per ICG Unit. Moonduster controls the voting
rights to approximately 20.38 per cent. of the issued share capital of the
Company and this represents sufficient voting rights to block the Aella Offer
and consequently, without Moonduster's support the Aella Offer is not capable of
implementation.
Aella confirmed that it, and its concert parties, would not vote in favour of
the Moonduster Offer to acquire the Company for €22.00 per ICG Unit. Aella and
its concert parties have an interest in approximately 19.14 per cent. of the
issued share capital of the Company. Consequently, in the absence of Aella's
support, the Moonduster Offer does not have sufficient certainty of execution
and is effectively incapable of implementation.
As a consequence of the confirmations received from both Moonduster and Aella
that neither party was willing to support the other party's offer at its current
level, if brought before the shareholders of ICG, the Aella Offer is not capable
of implementation and the Moonduster Offer is effectively incapable of
implementation. Furthermore, neither Moonduster nor Aella confirmed the highest
price per ICG Unit which they are willing to offer to acquire the Company.
The offer period for the Company commenced almost five months ago on 8 March
2007. As time has elapsed, the Independent Directors have become increasingly
concerned as to protect and act in the best interests of all shareholders of the
Company by ensuring that there is a timely and efficient resolution to the
ongoing uncertainty concerning the future ownership of the Company. The
Independent Directors are particularly mindful that as the offer period
continues there is an increasing risk that the Company is likely to be hindered
in the conduct of its affairs while at the same time there being no guarantee of
resolving the current uncertainty surrounding the Company's future ownership.
As such on 31 July 2007, following receipt of the aforementioned confirmations
from both Moonduster and Aella, the Independent Directors announced that they
would consult with the Irish Takeover Panel (the 'Panel') in order for the
Independent Directors to determine the most appropriate manner of seeking to
resolve the current uncertainty surrounding the future ownership of the Company.
The Independent Directors believe that between 20 June 2007 and 31 July 2007,
there has been sufficient time for Moonduster and Aella to have either reached
agreement on a level of offer from either party which the other would accept or
for either Moonduster or Aella to have made a higher offer such that it would
have an increased certainty of execution and likelihood of implementation. No
progress has been made in either of these regards.
The Independent Directors are also aware that a third party has acquired a
significant interest in the Company through contract for differences (CFD)
instruments at prices significantly above €22.00 per ICG Unit but this party has
not yet indicated its intentions towards the Company to the Independent
Directors.
Accordingly, having consulted with the Panel, it is the current intention of the
Independent Directors that, in the absence of any further material development,
they will, by no later than 5.00 p.m. on 17 August 2007, terminate discussions
with both Moonduster and Aella and withdraw from each offer. In the event that
the Independent Directors take this action the current offer period will be
brought to an end.
In the event that the Moonduster Offer and the Aella Offer are withdrawn or do
not become effective then, except with the consent of the Panel, both Moonduster
and Aella will be precluded from announcing or making an offer for the Company
for 12 months thereafter. Furthermore, the Company may be required to make
payments to both Moonduster and Aella under the terms of their respective
Expense Reimbursement Agreements of up to in aggregate approximately €11.2
million.
Shareholders should note that there is no guarantee that an offer with an
improved certainty of execution will be forthcoming between now and 5.00 p.m. on
17 August 2007.
A further announcement will follow in due course and in any event by no later
than 6.00 p.m. on 17 August 2007.
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