Irish Cont. Regulatory News (ICGC)

1 Oct 2007 16:52

One Fifty One plc01 October 2007 Not for release, publication or distribution, in whole or in part, in, into orfrom a Restricted Jurisdiction. 1 October 2007 ACQUISITION OF SHARES IN IRISH CONTINENTAL GROUP PLC ("ICG") BY MOONDUSTER LIMITED ("MOONDUSTER") On 21 September 2007, after normal business hours, Moonduster entered into anagreement with Octavian Master Fund, L.P. and Octavian Special Master Fund, L.P.(together "the Sellers") whereby Moonduster agreed to acquire 500,793 ICG Units(the "Agreement"). Under the terms of the Agreement the consideration per ICGUnit payable to the Sellers comprised €25.20 (in cash) together with anundertaking from Moonduster to pay to the Sellers additional consideration (the"Additional Consideration Arrangement"). The Additional Consideration Arrangement comprises the greater of (i) 100 percent of the excess of the highest price per ICG Unit paid or offered to be paidby Moonduster (or any party associated with Moonduster) over €25.20 within 18months of the date of the Agreement and (ii) in the event that Moondusterdisposes of the ICG Units acquired from the Sellers at a price in excess of€25.20 per ICG Unit, within 18 months of the date of the Agreement, 60 per cent.of the excess over €25.20 per ICG Unit. Accordingly Moonduster confirms, as it is required to do by the Panel, underRule 7 of the Takeover Rules that the consideration payable pursuant to theScheme comprises the Cash Consideration of €25.40 per ICG Unit and that theAdditional Consideration Arrangement will be extended to all ICG Shareholdersunder any Moonduster scheme as required by Rule 16 of the Takeover Rules. The Scheme was outlined in the Rule 2.5 Announcement dated 14 June 2007. Theimplementation of the Scheme remains conditional, amongst other things, upon theScheme becoming effective and unconditional by not later than 31 October 2007 orsuch later date as Moonduster, ICG and the High Court may agree, failing whichthe Scheme will lapse. Moonduster would like to draw attention to its announcement issued on 26September 2007 in which it stated its belief that there is no prospect at thistime of any Moonduster scheme being successful and that there is little merit inthe Independent Directors of ICG bringing forward a Moonduster scheme while thissituation persists. Terms used but not defined in this announcement shall have the meanings given tothem in the Rule 2.5 Announcement dated 14 June 2007 issued by the IndependentBoard of ICG and the Board of Moonduster. Enquiries: Joint PR Advisers to One51 / MoondusterMurray Consultants Tel: +353 (0) 1 498 0300Jim MiltonEd Micheau Fleishman-Hillard Tel: +353 (0) 1 618 8433James Morrissey The directors of Moonduster accept responsibility for the information containedin this announcement. To the best of the knowledge and belief of the directorsof Moonduster (who have taken all reasonable care to ensure that such is thecase), the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. Davy Corporate Finance which is regulated by the Financial Regulator, is actingexclusively for Moonduster and no one else in connection with the mattersreferred to in this announcement and will not be responsible to anyone otherthan Moonduster for providing the protections afforded to clients of DavyCorporate Finance or for providing advice in relation to the matters referred toin this announcement, the contents of this announcement or any transaction orarrangement referred to herein. IBI Corporate Finance, a subsidiary of The Governor and Company of the Bank ofIreland (which is regulated by the Financial Regulator) is acting exclusivelyfor Moonduster and no one else in connection with the matters referred to inthis announcement and will not be responsible to anyone other than Moondusterfor providing the protections afforded to clients of IBI Corporate Finance orfor providing advice in relation to the matters referred to in thisannouncement, the contents of this announcement or any transaction orarrangement referred to herein. This announcement does not constitute an offer to purchase, sell, subscribe orexchange or the solicitation of an offer to purchase, sell, subscribe orexchange any securities pursuant to the Moonduster Scheme or otherwise. Any person, who is a holder of one per cent. or more of ICG Units may havedisclosure obligations under Rule 8.3 of the Irish Takeover Rules, effectivefrom the date of the commencement of the Offer Period. Not for release, publication or distribution, in whole or in part, in, into orfrom a Restricted Jurisdiction This information is provided by RNS The company news service from the London Stock Exchange