Irish Cont. Regulatory News (ICGC)

3 Jul 2007 15:07

Irish Continental Group PLC03 July 2007 3 July 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 (the "Moonduster Offer"). Moonduster controls the voting of,approximately 20.38 per cent. of the issued share capital of the Company. Previously, on 8 March 2007 the Independent Directors and the board of directorsof Aella plc ("Aella") announced the terms of a recommended acquisition for cashof the entire issued and to be issued share capital of ICG by Aella for cashconsideration of €18.50 per ICG Unit (the "Aella Offer"). In the announcement ofthe Moonduster Offer the Independent Directors indicated that by announcingtheir intention to recommend the Moonduster Offer they were withdrawing theirrecommendation of the Aella Offer. On 20 June 2007, Aella announced that Eamonn Rothwell, chairman of Aella andalso Chief Executive Officer of ICG, acquired 1,750,200 ICG Units, representing7.4 per cent. of the entire issued share capital of ICG, at a price of €22.00per ICG Unit. Accordingly, Aella confirmed that the Cash Consideration under theAella Offer will be increased to €22.00 per ICG Unit. Following these purchases,Aella's shareholders own, or have an interest in, approximately 17.19 per cent.of the issued share capital of the Company. On 2 July 2007, ICG and Aella sought and obtained an order of the High Courtallowing the parties to modify Condition 1 of the Aella Offer (as set out onpage 39 in Part V of the Aella scheme document sent to shareholders on 20 March2007). The modification agreed by ICG and Aella involves the replacement of thedate "5 July 2007" with the date "31 October 2007" and also the removal of thewords "with the consent of the Panel" from Condition 1. The principal effect ofthe modification is to avoid the Aella Offer lapsing on 5 July 2007 by extendingto 31 October 2007 the date by which the Aella scheme may become effective andunconditional. Notwithstanding these modifications, the shareholder meetings toconsider the Aella Offer remain adjourned. 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 Drury Communications Telephone +353 1 260 5000 Billy Murphy Paddy 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