Irish Cont. Regulatory News (ICGC)

10 Mar 2021 08:25

Migration of Participating Securities

Migration of Participating Securities expected to take effect on 15 March 2021

10 March 2021

10 March 2021: Irish Continental Group plc (the “Company”) provides the following update in relation to the proposed migration of its ordinary shares i.e. ICG Units ("Ordinary Shares") as part of the scheduled migration of Irish corporate securities, from CREST to Euroclear Bank (“Migration”) under the Migration of Participating Securities Act 2019 (“2019 Act”).

Following the approval of all resolutions necessary to facilitate participation of the Company's Ordinary Shares in Migration at the extraordinary general meeting of the Company held on 12 February 2021, the Company has consented to the Migration and has made the requisite notifications to the Irish Companies Registration Office and Euronext Dublin. Accordingly, the Company confirms that all steps required to be taken by the Company pursuant to the 2019 Act and the Migration Guide to give effect to Migration have now been completed.

Timetable

Euronext Dublin has published a statement relating to its obligations under the 2019 Act. This statement can be found at the following link: https://www.euronext.com/en/media/4354/

This statement is to the effect that Migration under the 2019 Act is scheduled to proceed in accordance with the indicative timetable which was previously communicated to the market, most recently on 17 February 2021. In particular Euronext Dublin has advised that the Live Date on which Migration is to take effect is 15 March 2021 and further that this date will be formally appointed by Euronext Dublin as the Live Date for Migration on 12 March 2021.

Accordingly, no changes are anticipated in relation to the dates falling after the date of this announcement as set out in the timetable contained in the Company's EGM Circular in respect of Migration.

Actions to be taken by Shareholders

For Shareholders who hold their shares in paper form (i.e. outside of CREST and in “certificated” form) there will be no change to what is owned and how it is held. Therefore, the impact of Migration on such Shareholders is expected to be minimal and no immediate action is required.

For Shareholders who hold their shares through CREST (in uncertificated form), Migration will result in changes to what is technically owned, how the interest is held, and how rights related to the shares will be exercised. Details of those changes are set out in the EGM Circular. In relation to the mechanism for holding interests in particular:

Retail shareholders who hold their shares electronically in CREST - through a broker, custodian or nominee - will continue to hold their interest through that broker, custodian or nominee, as a CREST Depository Interest or (assuming the broker, custodian or nominee is or becomes a participant in the Euroclear System in the way they are in CREST) as a Belgian Law Right in the Euroclear System. Institutional shareholders who hold their Shares electronically in CREST directly in their own name (i.e. as a CREST member), will continue to be able to hold their interests in shares directly in their own name as a CREST Depository Interest or (provided they become a participant in the Euroclear Bank system) as a Belgian Law Right in the Euroclear Bank system. Where such shareholders wish to hold in the Euroclear Bank system but are not or do not become a Euroclear Bank Participant, they will need to enter into an arrangement with a broker, custodian or nominee who is a participant, so that they can hold the relevant interest for them.

If they have not done so already, Company Shareholders holding their shares in CREST are strongly encouraged to consult with their stockbroker or other intermediary without delay. Migration will result in a significant change in both the form and nature of shareholding in the Company, and the substance of, and manner in which, rights can be exercised. In particular, Migration will result in important changes to the processes and timelines for submitting proxy voting instructions for the Company’s forthcoming AGM. Shareholders should familiarise themselves with the new processes and timelines, and ensure all necessary actions have been taken on their part and by their stockbroker or other intermediary, to ensure they can continue to enjoy their voting and proxy appointment rights in the context of the new Euroclear System.

The Company does not intend to issue any further updates on Migration as it affects the Company before Migration, save to the extent that there is a material change to the information previously provided.

Defined terms used in this announcement have the same meaning as set out in the Company's Circular to Shareholders dated 15 January 2021.

Shareholders are also referred to the Migration Guide (Version 3 January 2021) for further details in relation to the operation of Migration.

For further enquiries contact: Thomas CorcoranCompany SecretaryTel: +353 1 607 5700