Irish Cont. Regulatory News (ICGC)

4 Apr 2007 07:35

Irish Continental Group PLC04 April 2007 4 April 2007 Irish Continental Group plc ("ICG" or the "Company") Update announcement regarding the recommended acquisition of ICG by Aella plc On 8 March 2007 the independent directors of ICG and the board of directors ofAella plc ("Aella") announced the terms of a recommended acquisition for cash ofthe entire issued and to be issued share capital of ICG by Aella for cashconsideration of €18.50 per ICG Unit. Following on from this announcement, on 20March 2007, the Company posted the Scheme Document to ICG shareholders andannounced that the shareholder meetings to approve the acquisition would takeplace on 12 April 2007. Since the announcement of the proposed acquisition by Aella, the IndependentDirectors of ICG (John B McGuckian, Bernard Somers and Peter Crowley) have notedthat there has been significant trading in ICG units at prices in excess of€18.50 per ICG Unit and also that there has been certain press speculation andcommentary regarding potential higher competing offers being announced for theCompany. In light of these factors the Independent Directors would like to highlight thefollowing facts to shareholders in advance of the shareholder meetings on 12April: •there have been no announcements from third parties regarding either a firm intention to make a competing offer or a possible intention to make a competing offer in accordance with Rules 2.5 and 2.4 respectively of the Irish Takeover Rules; •the Independent Directors have not received any approaches from any third parties regarding making a competing offer nor have there been any requests for access to due diligence information in accordance with Rule 20.2 of the Irish Takeover Rules; •the recommended offer from Aella of €18.50 per ICG Unit was the result of intensive negotiations between the Independent Directors and Aella and was materially higher than the offer level at which Aella made its initial approach to the Company; •the offer of €18.50 per ICG Unit represents a premium of: + €18.6 per cent. to the closing ICG Unit price of €15.60 on 7 March 2007, the date immediately prior to the commencement of the offer period; and + €45.0 per cent. to the average ICG Unit price over the six months preceding Aella's approach to the Company of €12.76; •Aella has not disclosed any intention to increase its offer above €18.50 per ICG Unit; and •finally, should the acquisition not be approved by shareholders, in accordance with Rule 35 of the Irish Takeover Rules, except with the consent of the Irish Takeover Panel, Aella and its shareholders may be prevented from making another offer for the Company for a period of 12 months. Shareholders are asked to carefully consider these facts as part of theirdecision whether to vote in favour of or against the acquisition at theshareholder meetings on 12 April 2007. These facts are correct as at the date ofthis announcement. Should it be necessary, a further announcement will be madein due course. The shareholder meetings to approve the acquisition, comprising two courtmeetings and an extraordinary general meeting (the "EGM"), will all take placeat The Berkeley Court Hotel, Lansdowne Road, Dublin 4 on 12 April 2007 with thefirst court meeting commencing at 3.15 pm, the second court meeting commencingat 3.30 pm (or as soon thereafter as the first court meeting has concluded orbeen adjourned), and the EGM commencing at 3.45 pm (or as soon thereafter as thesecond court meeting has concluded or been adjourned). Whether or not shareholders wish to attend the shareholder meetings,shareholders are asked to return the forms of proxy for the court meetings andthe EGM relating to the acquisition which accompanied the Scheme Document toComputershare Investor Services (Ireland) Limited no later than 48 hours priorto the commencement of each meeting. If the forms of proxy for the courtmeetings are not lodged 48 hours prior to the commencement of the meetings theymay be handed to the chairman of the relevant court meeting before the start ofthe relevant court meeting. The completion and return of a form of proxy for anyof the meetings will not prevent ICG shareholders from attending and voting atthe meetings in person if they wish to do so. Enquiries Irish Continental Group plc Telephone +353 1 855 2222 Independent Directors John B McGuckian NCB Corporate Finance Telephone +353 1 611 5611 Liam Booth Jonathan Simmons Shane Lawlor 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