Irish Cont. Regulatory News (ICGC)

26 Sep 2007 18:15

Irish Continental Group PLC26 September 2007 26 September 2007 Irish Continental Group plc ("ICG" or the "Company") Offer Update Announcement The reconvened court meetings and the reconvened extraordinary general meeting(EGM) to consider the Revised Aella Scheme to acquire the entire issued and tobe issued share capital of ICG by Aella for cash consideration of €24.00 per ICGUnit took place today at The Clarion Hotel Dublin IFSC, International FinancialServices Centre, Dublin 1 on 26 September 2007 with the first reconvened meetingcommencing at 2.30pm. The resolution proposed at the first reconvened court meeting was voted on by127 ICG shareholders of which 83 ICG shareholders with an interest in 1,973,048ICG Units voted in favour of the resolution proposed and in relation to whichthe remaining 44 ICG shareholders with an interest in 10,656,398 ICG Units votedagainst the resolution proposed. The resolution proposed at the second reconvened court meeting was voted on by17 ICG shareholders with an interest in 3,777,120 ICG Units all of whom voted infavour of the proposed resolution. The resolutions proposed at the reconvened EGM were voted on by a poll ofshareholders and were not approved. Accordingly, the Revised Aella Scheme has not been approved by ICG Shareholdersand the Revised Aella Scheme has lapsed and except with the consent of the IrishTakeover Panel, Aella will be prohibited from announcing or making an offer forthe Company for a period of 12 months from the date of this announcement. On 24 September 2007, Moonduster Limited ("Moonduster") announced that pursuantto various acquisitions, through contracts for difference, of voting rights overICG Units between 20 and 24 September 2007 the cash consideration payablepursuant to the Moonduster scheme to acquire the Company has increased to €25.25per ICG Unit (the "Revised Moonduster Scheme"). The Independent Directors note the announcements of earlier today and willengage with Moonduster so as to consider the Revised Moonduster Scheme. Providedthe Independent Directors are satisfied that it is in the best interests ofshareholders to do so the Independent Directors will also consider recommendingthe Revised Moonduster Scheme, and, if appropriate, despatch the RevisedMoonduster Scheme document to shareholders as soon as practicable along with thenotices to convene the various court meetings and EGMs to consider, and ifthought fit, approve the Revised Moonduster Scheme. The Revised Scheme Document also contained a notice for a second extraordinarygeneral meeting (the "Second EGM"), also to be held today at The Clarion HotelDublin IFSC, International Financial Services Centre, Dublin 1 commencing at3.15 pm, or if later immediately following the conclusion or adjournment of thereconvened EGM. The purpose of the Second EGM was to seek shareholder approvalfor certain amendments to the ICG 1988 Share Option Scheme. The resolutionproposed at the Second EGM were approved by a poll of shareholders. A further announcement will be made 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