RNS Announcements
23 July 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 (the "Moonduster Offer"). Moonduster controls the
voting of,
approximately 20.38 per cent. of the issued share capital
of the Company.
Previously, on 8 March 2007 the Independent Directors 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 (the "Aella Offer").
In the announcement of
the Moonduster Offer the Independent Directors indicated
that by announcing
their intention to recommend the Moonduster Offer they
were withdrawing their
recommendation of the Aella Offer.
On 20 June 2007, Aella announced that Eamonn Rothwell,
chairman of Aella and
also Chief Executive Officer of ICG, acquired 1,750,200
ICG Units, representing
7.4 per cent. of the entire 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 will be increased to €22.00 per ICG Unit.
Following these purchases,
Aella's shareholders own, or have an interest in,
approximately 17.19 per cent.
of the issued share capital of the Company.
Since 20 June 2007, the Independent Directors believe
that, on the basis of
their current shareholdings, neither the Moonduster Offer
nor the Aella Offer
will be capable of implementation without the support of
the other party. The
Independent Directors have not posted the scheme document
for the Moonduster
Offer to ICG shareholders. Instead, the Independent
Directors have initiated
discussions between representatives of Moonduster and
Aella in order to
establish whether there can be an offer level from either
party which the other
would accept. It is understood that discussions have taken
place between the
parties but no resolution has yet been reached.
The Independent Directors are very aware of the
considerable time which has now
passed since the offer period commenced on 8 March 2007
and the lack of clarity
as to when it is likely that there will be certainty of an
outcome.
Consequently, on 19 July 2007, the Independent Directors
wrote to both
Moonduster and Aella requesting them to confirm to the
Independent Directors, by
no later than 12.00 p.m. on 26 July 2007, the highest
price per ICG Unit which
they are currently prepared to offer to acquire the
Company and also their
intentions in the event that the Independent Directors
recommend an offer other
than their own offer.
A further announcement will follow 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.
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