RNS Announcements
Offer Update Announcement - 26 September 2007
The reconvened court meetings and the reconvened extraordinary general meeting(EGM) to consider the Revised Aella Scheme to acquire the entire issued and to be issued share capital of ICG by Aella for cash consideration of €24.00 per ICG Unit took place today at The Clarion Hotel Dublin IFSC, International Financial Services Centre, Dublin 1 on 26 September 2007 with the first reconvened meeting commencing at 2.30pm.
The resolution proposed at the first reconvened court meeting was voted on by 127 ICG shareholders of which 83 ICG shareholders with an interest in 1,973,048 ICG Units voted in favour of the resolution proposed and in relation to which the remaining 44 ICG shareholders with an interest in 10,656,398 ICG Units voted
against the resolution proposed.
The resolution proposed at the second reconvened court meeting was voted on by 17 ICG shareholders with an interest in 3,777,120 ICG Units all of whom voted in favour of the proposed resolution.
The resolutions proposed at the reconvened EGM were voted on by a poll of shareholders and were not approved.
Accordingly, the Revised Aella Scheme has not been approved by ICG Shareholders and the Revised Aella Scheme has lapsed and except with the consent of the Irish Takeover Panel, Aella will be prohibited from announcing or making an offer for the Company for a period of 12 months from the date of this announcement.
On 24 September 2007, Moonduster Limited ("Moonduster") announced that pursuant to various acquisitions, through contracts for difference, of voting rights over ICG Units between 20 and 24 September 2007 the cash consideration payable pursuant to the Moonduster scheme to acquire the Company has increased to €25.25 per ICG Unit (the "Revised Moonduster Scheme").
The Independent Directors note the announcements of earlier today and will engage with Moonduster so as to consider the Revised Moonduster Scheme. Provided the Independent Directors are satisfied that it is in the best interests of shareholders to do so the Independent Directors will 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.
The Revised Scheme Document also contained a notice for a second extraordinary general meeting (the "Second EGM"), also to be held today at The Clarion Hotel Dublin IFSC, International Financial Services Centre, Dublin 1 commencing at 3.15 pm, or if later immediately following the conclusion or adjournment of the reconvened EGM. The purpose of the Second EGM was to seek shareholder approval for certain amendments to the ICG 1988 Share Option Scheme. The resolution proposed at the Second EGM were approved by a poll of shareholders.
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.
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.
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.
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