Irish Cont. Regulatory News (ICGC)

3 Aug 2007 09:43

Irish Continental Group PLC03 August 2007 3 August 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 to be implemented by means of a scheme of arrangement (the "MoondusterOffer"). Moonduster controls the voting of, approximately 20.38 per cent. of theissued share capital of the Company. On 20 June 2007, Aella plc ("Aella") announced that Eamonn Rothwell, chairman ofAella and also Chief Executive Officer of ICG, acquired 1,750,200 ICG Units,representing 7.40 per cent. of the issued share capital of ICG, at a price of€22.00 per ICG Unit. Accordingly, Aella confirmed that the cash considerationunder the Aella Offer, to be implemented by means of a scheme of arrangement,will be increased to €22.00 per ICG Unit. Aella and its concert parties have aninterest in approximately 19.14 per cent. of the issued share capital of theCompany. Since 20 June 2007 it has been the belief of the Independent Directors thatneither the Moonduster Offer nor the Aella Offer will be capable ofimplementation without the support of the other party. Between 20 June 2007 and19 July 2007 the Independent Directors initiated and supported the engagementwhich took place between representatives of Moonduster and Aella in order toestablish whether there could be an offer level at a price per ICG Unit fromeither Moonduster or Aella which the other party would accept. With no meaningful progress having been achieved from these efforts theIndependent Directors, on 19 July 2007, wrote to both Moonduster and Aellarequesting them to confirm to the Independent Directors the highest price perICG Unit which they were prepared to offer to acquire the Company and also,inter alia, their intentions in the event that a higher offer, other than theirown offer, was made. Moonduster confirmed that it would not vote in favour of the Aella Offer toacquire the Company for €22.00 per ICG Unit. Moonduster controls the votingrights to approximately 20.38 per cent. of the issued share capital of theCompany and this represents sufficient voting rights to block the Aella Offerand consequently, without Moonduster's support the Aella Offer is not capable ofimplementation. Aella confirmed that it, and its concert parties, would not vote in favour ofthe Moonduster Offer to acquire the Company for €22.00 per ICG Unit. Aella andits concert parties have an interest in approximately 19.14 per cent. of theissued share capital of the Company. Consequently, in the absence of Aella'ssupport, the Moonduster Offer does not have sufficient certainty of executionand is effectively incapable of implementation. As a consequence of the confirmations received from both Moonduster and Aellathat neither party was willing to support the other party's offer at its currentlevel, if brought before the shareholders of ICG, the Aella Offer is not capableof implementation and the Moonduster Offer is effectively incapable ofimplementation. Furthermore, neither Moonduster nor Aella confirmed the highestprice per ICG Unit which they are willing to offer to acquire the Company. The offer period for the Company commenced almost five months ago on 8 March2007. As time has elapsed, the Independent Directors have become increasinglyconcerned as to protect and act in the best interests of all shareholders of theCompany by ensuring that there is a timely and efficient resolution to theongoing uncertainty concerning the future ownership of the Company. TheIndependent Directors are particularly mindful that as the offer periodcontinues there is an increasing risk that the Company is likely to be hinderedin the conduct of its affairs while at the same time there being no guarantee ofresolving the current uncertainty surrounding the Company's future ownership. As such on 31 July 2007, following receipt of the aforementioned confirmationsfrom both Moonduster and Aella, the Independent Directors announced that theywould consult with the Irish Takeover Panel (the "Panel") in order for theIndependent Directors to determine the most appropriate manner of seeking toresolve the current uncertainty surrounding the future ownership of the Company. The Independent Directors believe that between 20 June 2007 and 31 July 2007,there has been sufficient time for Moonduster and Aella to have either reachedagreement on a level of offer from either party which the other would accept orfor either Moonduster or Aella to have made a higher offer such that it wouldhave an increased certainty of execution and likelihood of implementation. Noprogress has been made in either of these regards. The Independent Directors are also aware that a third party has acquired asignificant interest in the Company through contract for differences (CFD)instruments at prices significantly above €22.00 per ICG Unit but this party hasnot yet indicated its intentions towards the Company to the IndependentDirectors. Accordingly, having consulted with the Panel, it is the current intention of theIndependent Directors that, in the absence of any further material development,they will, by no later than 5.00 p.m. on 17 August 2007, terminate discussionswith both Moonduster and Aella and withdraw from each offer. In the event thatthe Independent Directors take this action the current offer period will bebrought to an end. In the event that the Moonduster Offer and the Aella Offer are withdrawn or donot become effective then, except with the consent of the Panel, both Moondusterand Aella will be precluded from announcing or making an offer for the Companyfor 12 months thereafter. Furthermore, the Company may be required to makepayments to both Moonduster and Aella under the terms of their respectiveExpense Reimbursement Agreements of up to in aggregate approximately €11.2million. Shareholders should note that there is no guarantee that an offer with animproved certainty of execution will be forthcoming between now and 5.00 p.m. on17 August 2007. A further announcement will follow in due course and in any event by no laterthan 6.00 p.m. on 17 August 2007. 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