Tender Offer

RNS Number : 8154L

Irish Continental Group PLC

07 September 2012

 



THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR THE UNITED STATES.

Irish Continental Group Plc ("ICG" or the "Company")

Tender Offer

On 30 August 2012, the Board of ICG announced, in the Company's statement of half year financial results, its intention to return approximately €111.5 million of surplus capital to Qualifying Shareholders by way of a purchase of up to 6,027,0199 ICG Units representing approximately 24.91 per cent. of the Company's issued share capital at the latest practicable date prior to that announcement (or 24.73 per cent. of the Company's Existing Issued Share Capital) (the "Tender Offer").

Under the Tender Offer, Qualifying Shareholders will be invited to tender for sale some or all of their ICG Units for purchase by NCB at a Tender Price of €18.50 per ICG Unit, representing a premium of 15.63 per cent. to the closing price of €16.00 on 29 August 2012 (being the latest practicable date prior to the announcement of the Board's intention to make the Tender Offer) and representing a premium of 17.07 per cent. to the volume weighted average price over the three month period to 29 August 2012.

Qualifying Shareholders are not obliged to tender any or all of their ICG Units if they do not wish to do so. 

A circular (the "EGM Circular"), containing the formal terms and conditions of the Tender Offer and instructions to Shareholders on how to tender their ICG Units should they choose to do so, together with a Tender Form, has been today posted to Shareholders. The EGM Circular also contains a notice of Extraordinary General Meeting ("EGM") to be held at The Herbert Park Hotel, Ballsbridge, Dublin 4 at 11.00 a.m. on 2 October 2012 to consider the resolutions necessary to implement the Tender Offer. The EGM Circular includes a recommendation from the Board of ICG to vote in favour of the resolutions to be considered at the EGM.

Capitalised terms in this announcement have, unless otherwise stated, the same meaning as set out in the EGM Circular.

Background to and Reasons for the Tender Offer

Throughout 2012, the Board considered a range of strategic and financial options to enhance Shareholder value. The Board reviewed a number of factors including:

(i)         the Group's current and expected capital expenditure requirements relative to the strength of its balance sheet and its on-going cash flow generation;

(ii)         potential route expansion; and

(iii)        potential asset disposals.

 

The Board has concluded that a return of up to €111.5 million of capital by way of the Tender Offer is in the best interests of the Group and the Shareholders as a whole. The Board has also concluded that the Tender Price is appropriate and in line with market norms for similar tender offers. The Tender Offer is expected to have a positive effect on the Group's earnings per share.

 

The Company has:

 

(i)         satisfied itself that it will have sufficient Profits Available for Distribution upon Completion to implement the Tender Offer; and

(ii)         received a firm commitment (subject only to the agreement of satisfactory documentation) from the Banks of their willingness to extend the Facilities, and this documentation is expected to be executed by Completion.

Qualifying Shareholders who do not wish to participate in the Tender Offer can retain their full existing investment in the Company. All ICG Units purchased by the Company from NCB pursuant to the Tender Offer will subsequently be cancelled.

Benefits of the Tender Offer

The benefits of the Tender Offer, compared to other available options for a return of capital to Shareholders, are that the Tender Offer:

(i)         provides Qualifying Shareholders who wish to sell ICG Units the opportunity to do so;

(ii)         enables those Qualifying Shareholders who do not wish to receive capital at this time to maintain their full investment in the Company;

(iii)        is available to all Shareholders (other than Shareholders who may be resident in a Prohibited Territory) regardless of the size of their shareholdings;

(iv)        means Shareholders will receive a premium of 15.63 per cent. to the closing price of €16.00 per ICG Unit on 29 August 2012 (being the last practicable date before the announcement of the Board's intention to make Tender Offer) and represents a premium of 17.07 per cent. to the volume weighted average price over the one month to 29 August 2012;

(v)         means Shareholders will receive their full entitlement to the interim dividend announced on 30 August 2012 on any shares tendered;

(vi)        ensures an equal opportunity to all Qualifying Shareholders to participate in the return of capital by offering a Guaranteed Entitlement; and

(vii)       will have a positive impact on both the Group's earnings per share as all the shares acquired under the Tender Offer will be cancelled.

It is not expected that the Tender Offer will have any impact on the Company's ongoing dividend policy.

Details of the Tender Offer

Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part III of the EGM Circular and in the Tender Form. Shareholders do not have to tender any ICG Units.

Tenders will only be accepted at the Tender Price.  The Tender Offer is conditional on:

(i)         the passing of the Resolutions set out in the EGM Notice;

(ii)         the Tender Offer not having been terminated in accordance with paragraph 10 of Part III of the EGM Circular prior to 1.00 p.m. on 4 October 2012;

(iii)        the drawdown by the Company of the Facilities prior to 1.00 p.m. on 4 October 2012 and the Company having sufficient Profits Available for Distribution prior to 1.00 p.m. on 4 October 2012 to purchase, under the Repurchase Deed, the ICG Units purchased by NCB pursuant to the Tender Offer; and

(iv)        NCB being satisfied that the Company has complied with all of its material obligations and is not in breach of the representations and warranties given by it pursuant to the Repurchase Deed at 11.30 a.m. on 4 October 2012.

The Tender Offer is being made to Qualifying Shareholders on the register of members of the Company on the Record Date.

Under the Tender Offer:

(i)         NCB will purchase (acting as principal and not as agent, nominee or trustee) up to 6,027,019 ICG Units, representing up to approximately 24.91 per cent. of the Company's issued share capital at the latest practicable date prior to the announcement of the Board's intention to make the Tender Offer (or 24.73 per cent. of the Company's Existing Issued Share Capital) from the Qualifying Shareholders at the Tender Price. NCB has in turn the power to require the Company to purchase from it, and can be required by the Company to sell to it, such ICG Units purchased by NCB under the Tender Offer, at the Tender Price, under the Repurchase Deed, details of which are set out in paragraph 1 of Part III of the EGM Circular. All ICG Units purchased by the Company from NCB will be automatically cancelled by the Company;

(ii)         there is no obligation on Shareholders to participate in the Tender Offer;

(iii)        each Qualifying Shareholder will be entitled to offer for purchase up to approximately 24.73 per cent. of the ICG Units registered in his/her name on the Record Date under the Tender Offer, rounded down to the nearest whole number and subject to no outstanding options to subscribe for ICG Units (as set out in Part III of the EGM Circular) being exercised before the Record Date. Qualifying Shareholders may sell more than their Guaranteed Entitlement to the extent that other Qualifying Shareholders tender less than their Guaranteed Entitlement;

(iv)        if the aggregate purchase price of all ICG Units tendered is €111.5 million or less, all the ICG Units validly tendered will be accepted and purchased at the Tender Price;

(v)         however, if the aggregate value of all validly tendered ICG Units exceeds €111.5 million not all the ICG Units validly tendered will be accepted and purchased. In these circumstances, the number of ICG Units which will be accepted and purchased will be calculated as follows:

(a) all ICG Units validly tendered by Qualifying Shareholders up to their respective Guaranteed Entitlement will be accepted and purchased in full; and

(b) all ICG Units validly tendered by Qualifying Shareholders in excess of their Guaranteed Entitlement, will be scaled down pro rata to the total number of such ICG Units tendered in excess of the aggregate Guaranteed Entitlement, such that the total cost of the ICG Units purchased pursuant to the Tender Offer does not exceed €111.5 million,

(vi)        all of the Directors, who hold ICG Units which represent approximately 17.19 per cent. of the issued share capital of the Company as at the Latest Practicable Date, intend to vote in favour of the resolutions in respect of their own holdings of ICG Units.

ICG Units not validly tendered will not be purchased. ICG Units purchased pursuant to the Tender Offer will be purchased free of commissions and dealing charges.

The ICG Units successfully tendered under the Tender Offer will be subsequently purchased by the Company from NCB pursuant to the Repurchase Deed and cancelled and will not rank for any future dividends.

The issued share capital of the Company on 29 August 2012 (being the latest practicable date prior to the announcement of the Board's intention to make the Tender Offer) was 24,194,208 and the Existing Issued Share Capital is 24,369,208 (175,000 options to subscribe for shares having been exercised since the Announcement). If the Tender Offer is implemented in full, this will result in the purchase of up to 6,027,019 ICG Units (approximately 24.73 per cent. of the Existing Issued Share Capital). The issued share capital of the Company following the cancellation of the ICG Units will be 18,342,189 assuming no further options are exercised in the interim.

The total number of options to subscribe for ICG Units that are outstanding at the Latest Practicable Date is 947,500. The proportion of issued share capital that they represent at this time is 3.89 per cent. and the proportion of issued share capital they will represent if the full authority to buyback shares is used is 5.17 per cent..  As at the Latest Practicable Date there are no warrants to subscribe for ICG Units.

Substantial Acquisition Rules

Certain provisions of the Substantial Acquisitions Rules apply to persons who acquire an interest in shares (either in a single transaction or series of transactions within a period of 7 days) which, when taken together with shares in which persons acting in concert with him are interested, (i) confer more than 10 per cent. of the voting securities of a company which is subject to the Takeover Rules and (ii) voting securities which when aggregated with voting securities already held by that person (or persons acting in concert with him/her) confer between 15 per cent. and 30 per cent. of the voting rights in a company which is subject to the Takeover Rules. NCB will purchase, as principal and not as agent, nominee or trustee, ICG Units under the Tender Offer, which could result in NCB acquiring more than 10 per cent. of the then issued share capital of the Company in one transaction, and which, when aggregated with other holdings of NCB, would confer between 15 per cent. and 30 per cent. of the voting rights in the Company.

As described in paragraph 1 of Part III of the EGM Circular, NCB intends that, shortly after such purchase, it will sell all those ICG Units to the Company for cancellation pursuant to the Repurchase Deed.  Accordingly, a waiver has been obtained from the Irish Takeover Panel in respect of the application of the Substantial Acquisition Rules to the purchase by NCB of ICG Units under the Tender Offer.

The Extraordinary General Meeting

The EGM will be held at The Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland, at 11.00 a.m. on 2 October 2012, at which the Shareholders will be asked to consider and, if thought fit, pass the resolutions required to implement the Tender Offer. If the Resolutions are not passed by the Shareholders at the EGM, NCB will not implement the Tender Offer.

Notification of Interests

Following the Company's proposed purchase of ICG Units arising from the Tender Offer a

Shareholder's interest in the Company's issued share capital may change, giving rise to an obligation on the Shareholder in question to make a notification or a further notification to the Company under the Companies Acts, 1963 - 2012 and/or the Transparency Rules.

If Shareholders are in any doubt as to whether they should make a notification to the Company, or as to the form of that notification then Shareholders are advised to consult their solicitor or other professional adviser without delay.

Overseas Shareholders

The attention of Shareholders who are not resident in Ireland is drawn to paragraph 11 of Part III of the EGM Circular.

RECOMMENDATION

The Board believes that the market purchase by the Company of the ICG Units pursuant to the Tender Offer is in the best interests of the Company and the Shareholders as a whole. The Board therefore recommends that you vote in favour of Resolutions 1 and 2(a) to 2(d) in the EGM Notice as they intend to do in respect of their own interests in 4,190,289 ICG Units in aggregate, representing approximately 17.19 per cent. of the Existing Issued Share Capital of the Company.

The Board is making no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Shareholders decide to tender all or any of their ICG Units will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders are recommended to consult their duly authorised independent advisers prior to making their own decision.

TENDER OFFER TIMETABLE
2012 Tender Offer opens for acceptance 7 September Latest time and date for receipt of Forms of Proxy for EGM 11 a.m. on 30 September EGM 11 a.m. on 2 October Latest time and date for receipt of tender forms and TTE instructions from Crest in relation to the Tender Offer 1.00 p.m. on 4 October Record Date for Tender Offer 5.00 p.m. on 4 October Announcement of Results of Tender Offer By 8.00 a.m. on 5 October Purchase of ICG Units under the Tender Offer 5 October Crest accounts credited with ICG Units in respect of unsuccessful tenders 10 October Cheques issued/Crest accounts credited for Tender Offer proceeds in respect of ICG Units sold 15 October Share certificates issued for revised share holdings of ICG Units following the sale of ICG Units under the Tender Offer 15 October Return of share certificates in respect of unsuccessful tenders 15 October
NOTE: Each of the times and dates set out above is indicative only and may be adjusted by the Company and/or NCB, in which event details of the new times and dates will be notified, by way of an announcement issued via a Regulatory Information Service to the Irish Stock Exchange and the London Stock Exchange.

For Further Information:

Eamonn Rothwell, Chief Executive Officer                            Tel: [phone]

Garry O'Dea, Finance Director                                             Tel: [phone]

Shane Lawlor, NCB                                                            Tel: [phone]

John Sheehan, NCB                                                           Tel: [phone]

If Shareholders are in any doubt as to the action they should take in relation to the Tender Offer, they are recommended to seek their own financial advice from an independent financial adviser being, if they are resident in Ireland, an organisation or firm authorised under the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) or, if they are resident in the United Kingdom, an organisation or firm authorised pursuant to the Financial Services and Markets Act 2000 of the United Kingdom or, if they are not so resident, from another appropriately authorised independent financial adviser.

This Announcement does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. Any acceptance or other response to the Tender Offer should be made only on the basis of information contained in or referred to in the EGM Circular. The EGM Circular will contain important information, including the full terms and conditions of the Tender Offer, which shareholders are urged to read carefully. 

The Tender Offer is not being made in or into, and is not capable of acceptance in or from, Australia, Canada, Japan, the Republic of South Africa or the United States. Custodians, nominees and trustees should observe these restrictions and should not send or distribute documents in or into Australia, Canada, Japan, the Republic of South Africa or the United States.

 

END

 

 

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