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Offer Update Announcement
Update announcement regarding the recommended acquisition of ICG by Aella plc
On 8 March 2007 the independent directors of ICG 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. Following on from this announcement, on 20
March 2007, the Company posted the Scheme Document to ICG shareholders and
announced that the shareholder meetings to approve the acquisition would take
place on 12 April 2007.
Since the announcement of the proposed acquisition by Aella, the Independent
Directors of ICG (John B McGuckian, Bernard Somers and Peter Crowley) have noted
that there has been significant trading in ICG units at prices in excess of €18.50 per ICG Unit and also that there has been certain press speculation and
commentary regarding potential higher competing offers being announced for the
Company.
In light of these factors the Independent Directors would like to highlight the
following facts to shareholders in advance of the shareholder meetings on 12
April:
- there have been no announcements from third parties regarding either a
firm intention to make a competing offer or a possible intention to make a
competing offer in accordance with Rules 2.5 and 2.4 respectively of the
Irish Takeover Rules;
- the Independent Directors have not received any approaches from any third
parties regarding making a competing offer nor have there been any requests
for access to due diligence information in accordance with Rule 20.2 of the
Irish Takeover Rules;
- the recommended offer from Aella of €18.50 per ICG Unit was the result of
intensive negotiations between the Independent Directors and Aella and was
materially higher than the offer level at which Aella made its initial
approach to the Company;
- the offer of €18.50 per ICG Unit represents a premium of:
- + 18.6 per cent. to the closing ICG Unit price of €15.60 on 7 March
2007, the date immediately prior to the commencement of the offer
period; and
- + 45.0 per cent. to the average ICG Unit price over the six months
preceding Aella's approach to the Company of €12.76;
- Aella has not disclosed any intention to increase its offer above €18.50
per ICG Unit; and
- finally, should the acquisition not be approved by shareholders, in
accordance with Rule 35 of the Irish Takeover Rules, except with the consent
of the Irish Takeover Panel, Aella and its shareholders may be prevented
from making another offer for the Company for a period of 12 months.
Shareholders are asked to carefully consider these facts as part of their
decision whether to vote in favour of or against the acquisition at the
shareholder meetings on 12 April 2007. These facts are correct as at the date of
this announcement. Should it be necessary, a further announcement will be made
in due course.
The shareholder meetings to approve the acquisition, comprising two court
meetings and an extraordinary general meeting (the "EGM"), will all take place
at The Berkeley Court Hotel, Lansdowne Road, Dublin 4 on 12 April 2007 with the
first court meeting commencing at 3.15 pm, the second court meeting commencing
at 3.30 pm (or as soon thereafter as the first court meeting has concluded or
been adjourned), and the EGM commencing at 3.45 pm (or as soon thereafter as the
second court meeting has concluded or been adjourned).
Whether or not shareholders wish to attend the shareholder meetings,
shareholders are asked to return the forms of proxy for the court meetings and
the EGM relating to the acquisition which accompanied the Scheme Document to
Computershare Investor Services (Ireland) Limited no later than 48 hours prior
to the commencement of each meeting. If the forms of proxy for the court
meetings are not lodged 48 hours prior to the commencement of the meetings they
may be handed to the chairman of the relevant court meeting before the start of
the relevant court meeting. The completion and return of a form of proxy for any
of the meetings will not prevent ICG shareholders from attending and voting at
the meetings in person if they wish to do so.
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
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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