Irish Cont. Regulatory News (ICGC)

23 Jul 2007 11:33

Irish Continental Group PLC23 July 2007 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 theterms of a recommended acquisition for cash of the entire issued and to beissued share capital of ICG by Moonduster for cash consideration of €22.00 perICG 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 directorsof Aella plc ("Aella") announced the terms of a recommended acquisition for cashof the entire issued and to be issued share capital of ICG by Aella for cashconsideration of €18.50 per ICG Unit (the "Aella Offer"). In the announcement ofthe Moonduster Offer the Independent Directors indicated that by announcingtheir intention to recommend the Moonduster Offer they were withdrawing theirrecommendation of the Aella Offer. On 20 June 2007, Aella announced that Eamonn Rothwell, chairman of Aella andalso Chief Executive Officer of ICG, acquired 1,750,200 ICG Units, representing7.4 per cent. of the entire issued share capital of ICG, at a price of €22.00per ICG Unit. Accordingly, Aella confirmed that the Cash Consideration under theAella 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 oftheir current shareholdings, neither the Moonduster Offer nor the Aella Offerwill be capable of implementation without the support of the other party. TheIndependent Directors have not posted the scheme document for the MoondusterOffer to ICG shareholders. Instead, the Independent Directors have initiateddiscussions between representatives of Moonduster and Aella in order toestablish whether there can be an offer level from either party which the otherwould accept. It is understood that discussions have taken place between theparties but no resolution has yet been reached. The Independent Directors are very aware of the considerable time which has nowpassed since the offer period commenced on 8 March 2007 and the lack of clarityas to when it is likely that there will be certainty of an outcome.Consequently, on 19 July 2007, the Independent Directors wrote to bothMoonduster and Aella requesting them to confirm to the Independent Directors, byno later than 12.00 p.m. on 26 July 2007, the highest price per ICG Unit whichthey are currently prepared to offer to acquire the Company and also theirintentions in the event that the Independent Directors recommend an offer otherthan their own offer. A further announcement will follow in due course. Enquiries Irish Continental Group plc Telephone +353 1 855 2222Independent DirectorsJohn B McGuckian NCB Corporate Finance Telephone +353 1 611 5611Liam BoothJonathan SimmonsShane Lawlor Drury Communications Telephone +353 1 260 5000Billy MurphyPaddy Hughes The Independent Directors of Irish Continental Group plc accept responsibilityfor the information contained in this announcement. To the best of theirknowledge and belief (having taken all reasonable care to ensure that such isthe case), the information contained in this announcement for which they takeresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. NCB Corporate Finance Limited, which is authorised in Ireland by the FinancialRegulator under the Investment Intermediaries Act 1995, is acting exclusivelyfor Irish Continental Group plc and no one else in connection with theacquisition and will not be responsible to anyone other than Irish ContinentalGroup plc for providing the protections afforded to clients of NCB CorporateFinance Limited nor for providing advice in relation to the acquisition. This information is provided by RNS The company news service from the London Stock Exchange