Irish Cont. Regulatory News (ICGC)

24 Oct 2007 17:32

Irish Continental Group PLC24 October 2007 Irish Continental Group plc ("ICG" or the "Company") Offer Update Announcement 24 October On 14 June 2007 the independent Directors of ICG (the "Independent Directors")and Moonduster released a Rule 2.5 announcement setting out the terms of ascheme of arrangement to be put before ICG shareholders (the "MoondusterScheme"). The Rule 2.5 announcement by Moonduster was an announcement of a firmintention to make an offer to acquire ICG at a price of €22.00 per ICG Unit. On 21, 24 and 26 September 2007, Moonduster made several market announcements,following a series of acquisitions of ICG Units between 20 and 25 September2007, that the cash consideration payable pursuant to the Moonduster Scheme,announced pursuant to the aforementioned Rule 2.5 announcement of 14 June, hadincreased initially to €25.00 and €25.20 per ICG Unit, then to €25.25 per ICGUnit and finally, to €25.40 per ICG Unit (the "Revised Moonduster Scheme" andtogether the "Moonduster Announcements"). On 26 September the Independent Directors announced that they would engage withMoonduster so as to consider the Revised Moonduster Scheme and provided theIndependent Directors were satisfied that it was in the best interests ofshareholders to do so the Independent Directors would 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. Moonduster communicated to the Independent Directors that, if it was requestedto do so, it would be unwilling to proceed with the Revised Moonduster Schemeunless there was a reasonable prospect of the Revised Moonduster Scheme beingsuccessful. As a consequence of the Moonduster Announcements the IndependentDirectors believed that Moonduster was obliged to proceed with the RevisedMoonduster Scheme by agreeing to extend the Scheme Long Stop Date of 31 October2007 and to do so without additional conditions to those contained inMoonduster's Rule 2.5 Announcement of 14 June 2007. As such on 2 October, the Independent Directors wrote to the Irish TakeoverPanel (the "Panel") to seek their assistance so as to progress the RevisedMoonduster Scheme. The Independent Directors now note the announcement from the Panel earlier todayand are disappointed that the Panel have been unable to direct Moonduster toextend the Long-Stop Date, which the Independent Directors were at all timeswilling to extend. The Independent Directors also note the confirmation from thePanel that the ICG offer period will expire at midnight on 31 October 2007 inthe event that ICG, Moonduster and the High Court do not agree to extend theLong Stop Date. Shareholders should note that there can be no certainty that an offer will beforthcoming between now and 31 October 2007. 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