Irish Continental Group PLC
08 March 2007
ANNOUNCEMENT
8 March 2007
Irish Continental Group plc ('ICG' or the 'Company')
Statement regarding possible recommended offer
The Board of Irish Continental Group plc, confirms that on 8 February 2007 it
received an approach from Eamonn Rothwell and other senior members of management
of the Company (the 'Management Team'), that may or may not lead to an offer
being made for the Company.
Following the approach from the Management Team, the Company constituted an
independent committee of the board of directors comprising John McGuckian,
Bernard Somers and Peter Crowley (the 'Independent Directors') who are being
advised by NCB Corporate Finance. The executive directors of the company (namely
Eamon Rothwell, Gearoid O'Dea and Tony Kelly) are conflicted from considering
the offer because of their involvement with the Management Team. The Management
Team are being advised by Goodbody Corporate Finance.
Should an announcement of a firm intention to make an offer be made pursuant to
Rule 2.5 of the Irish Takeover Panel Act, 1997, the proposed offer price of €
18.50 per ICG unit (each unit comprising one ordinary share and three redeemable
preference shares) is at a level which the Independent Directors would intend to
recommend to shareholders to accept. If the proposed offer is made, it is the
Company's intention not to declare any further redemption of redeemable
preference shares or any final dividend for the year ended 31 December 2006.
However, shareholders should note that the possible offer, is subject to the
completion of due diligence and certain other conditions including financing,
and, consequently, while discussions with the Management Team are at a very
advanced stage there can be no certainty that an offer will ultimately be
forthcoming from the Management Team.
The holder of 1% or more of any relevant securities in the Company may from the
date of this announcement have disclosure obligations under Rule 8.3 of the
Irish Takeover Panel Act, 1997, Takeover Rules 2001 to 2005, as applied, with
amendments by the European Communities (Takeover Bids (Directive 2004/25/EC))
Regulations 2006.
A further announcement will be made when appropriate.
Enquiries
NCB Corporate Finance Telephone +353 1 611 5611
Liam Booth
Jonathan Simmons
Goodbody Corporate Finance Telephone +353 1 667 0420
Brian O'Kelly
Finbarr Griffin
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 matter
referred to in this announcement 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 matter referred to in this announcement.
Goodbody Corporate Finance, which is authorised in Ireland by the Financial
Regulator under the Investment Intermediaries Act 1995, is acting exclusively
for the Management and their bidding vehicle ('Aella plc') and no one else in
connection with the Offer and will not be responsible to anyone other than the
Management and Aella plc for providing the protections afforded to customers of
Goodbody Corporate Finance or for providing advice in relation to the Offer the
contents of this announcement or any transaction or arrangement referred to
herein.
This information is provided by RNS
The company news service from the London Stock Exchange
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