Last checked at 23 Oct 2008 15:43
23 October 2008
Irish Continental Group plc ("ICG" or the "Company")
Results of Extraordinary General Meeting and Approach Regarding Possible Offer for Company
On 29 September 2008 the Company announced that it had posted a circular to shareholders convening an extraordinary general meeting seeking to put in place authority for the Company (i) to purchase up to 10 per cent. of its issued share capital in the market; and (ii) to make further allotments of redeemable shares (the "EGM"). The EGM was convened to take place at 11.00 am today at the Clarion Hotel, IFSC, North Wall Quay, Dublin 1.
The results of the EGM are as follows:
the ordinary resolution seeking a waiver for South Morston Investment Company Limited from certain obligations of Rule 37 of the Takeover Rules was approved by independent shareholders. Shareholders with an interest in 6,543,321 ICG Units voted in favour of the resolution and shareholders with an interest in 6,180,557 ICG Units voted against the resolution;
the special resolution seeking to put in place authority for the Company to purchase up to 10 per cent of its issued share capital in the market was not approved by shareholders. Shareholders with an interest in 6,581,291 ICG Units voted in favour of the resolution and shareholders with an interest in 6,147,057 ICG Units voted against the resolution; and
the ordinary resolution seeking to put in place authority for the Company to make further allotments of redeemable shares was not approved by shareholders. Shareholders with an interest in 6,580,164 ICG Units voted in favour of the resolution and shareholders with an interest in 13,346,493 ICG Units voted against the resolution.
Prior to reaching its decision to convene the EGM the board of directors of the Company (the "Board") engaged in discussions with certain of the Company's major shareholders regarding whether they would support the resolutions to be proposed at the EGM. The Board received adequate comfort from those major shareholders to be satisfied that there would be sufficient support for the resolutions and that it was appropriate for the EGM to be convened.
After close of business on 22 October 2008, the Board received a request from Moonduster Limited, ("Moonduster") for the Company to adjourn the EGM for a period of six weeks during which time Moonduster would seek to engage with the other major shareholders of the Company with a view to potentially bringing forward an offer for the Company.
Shareholders should note that the approach is extremely preliminary in nature. In addition, there can be no guarantee that any discussions between Moonduster and the other major shareholders of the Company will result in an offer for the Company. Moreover, no details have been provided to the Board regarding the offer price at which an offer for the Company may be proposed. Furthermore, the Board has received no information regarding arrangements for the financing of such an offer or of the conditions to which the financing and making of such an offer may be subject. Consequently, there can be no certainty that an offer will ultimately be forthcoming.
In light of the outcome of the EGM, the Board has decided to defer a decision on whether to proceed with a redemption of redeemable shares for a period of six weeks.
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 2007, 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
Irish Continental Group plc Telephone +353 1 855 2222
John B McGuckian
Eamonn Rothwell
NCB Corporate Finance Telephone +353 1 611 5611
Liam Booth
Jonathan Simmons
Shane Lawlor
The 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.