Irish Cont. Regulatory News (ICGC)

20 Jun 2007 10:41

Goodbody Corporate Finance20 June 2007 Not for release, publication or distribution, in whole or in part, in, into or from a Restricted Jurisdiction 20 June 2007 REVISION TO THE ACQUISITION FOR CASH OF IRISH CONTINENTAL GROUP PLC ("ICG" or the "Company") BY AELLA PLC ("Aella") On 20 March 2007, the Independent Board of ICG and the Board of Aelladistributed the Scheme Document to ICG Shareholders setting out the terms of arecommended acquisition of ICG by Aella of €18.50 per ICG Unit for the entireissued and to be issued share capital of ICG by way of a scheme of arrangementunder Section 201 of the Companies Act, 1963. Aella announces that Eamonn Rothwell, a director of Aella and Chief ExecutiveOfficer of ICG, has today acquired 1,750,200 ICG Units, representing 7.4 percent. of the entire issued share capital of ICG, at a price of €22 per ICG Unit. Accordingly, Aella confirms that the Cash Consideration under the Acquisitionwill be increased to €22 per ICG Unit in accordance with Rule 7 of the TakeoverRules. Terms used but not defined in this announcement shall have the meanings given tothem in the Scheme Document dated 20 March 2007. Enquiries: Aella plcEamonn RothwellGarry O'DeaTel: +353 (0) 1 855 2222 Goodbody Corporate FinanceBrian O'KellyFinbarr GriffinDavid KearneyTel: +353 (0) 1 667 0420 Q4 Public RelationsGerry O'SullivanTel: +353 (0) 1 475 1444 The directors of Aella accept responsibility for the information contained inthis announcement, other than that relating to ICG, the ICG Group, the directorsof ICG and members of their immediate families, related trusts and personsconnected with them, and the recommendation and related opinions of theIndependent Board. They also accept responsibility for the informationcontained in this announcement relating to the participation of the MBO Team (orany members thereof) in, or their arrangements with, Aella and/or Adonia Aella.To the best of the knowledge and belief of the directors of Aella (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. Goodbody Corporate Finance, which is authorised in Ireland by the FinancialRegulator under the Investment Intermediaries Act 1995, is acting exclusivelyfor Aella and no one else in connection with the Acquisition and will not beresponsible to anyone other than Aella for providing the protections afforded tocustomers of Goodbody Corporate Finance or for providing advice in relation tothe Acquisition the contents of this announcement or any transaction orarrangement referred to herein. This announcement does not constitute an offer to purchase, sell, subscribe orexchange or the solicitation of an offer to purchase, sell, subscribe orexchange any securities or the solicitation of any vote or approval in anyjurisdiction pursuant to the Revised Acquisition or otherwise. The distribution of this announcement in or into certain jurisdictions may berestricted by the laws of those jurisdictions. Accordingly, copies of thisannouncement and all other documents relating to the Acquisition are not being,and must not be, mailed or otherwise forwarded, distributed or sent in, into orfrom any Restricted Jurisdiction. Persons receiving such documents (including,without limitation, nominees, trustees and custodians) should observe theserestrictions. Failure to do so may constitute a violation of the securitieslaws of any such jurisdiction. Any response in relation to the Acquisition should be made only on the basis ofthe information contained in the Scheme Document, this announcement or anyfurther document by which the Acquisition and Scheme are made. The securities to be issued pursuant to the Acquisition under the Partial LoanAlternative and the Redeemable Preference Share Alternative will be issuedpursuant to the exemption from the registration requirements of the U.S.Securities Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(10) thereof, and have not been and will not be registered under theSecurities Act or the securities laws of any state of the United States. Inorder to qualify for the exemption from the registration requirements of theSecurities Act provided by Section 3(a)(10), there must be a hearing on thefairness of the Scheme's terms and conditions to the ICG Shareholders, which allthe ICG Shareholders are entitled to attend in person or through representativesto oppose the sanctioning of the Scheme by the High Court, and with respect towhich notification will be given to all the ICG Shareholders. The High Court'sattention is drawn to the fact that, for the purpose of qualifying for theexemption from the registration requirements of the Securities Act provided bySection 3(a)(10), Aella intends to rely on the High Court's hearing to sanctionthe Scheme. This announcement, including information included or incorporated by referencein this announcement, may contain 'forward-looking statements' concerning theRevised Acquisition, ICG, Aella and Adonia Aella. Generally, the words 'will','may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes','expects', 'intends', 'anticipates', 'estimates' or similar expressions identifyforward-looking statements. The forward-looking statements involve risks anduncertainties that could cause actual results to differ materially from thoseexpressed in the forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such a future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Aella assumes no obligation in respect of, norintends to update these forward-looking statements, except as required pursuantto applicable law. Any person who is a holder of one per cent. or more of the ICG Units may havedisclosure obligations under Rule 8.3 of the Irish Takeover Rules, effectivefrom the date of the commencement of the offer period, being 8 March 2007. This information is provided by RNS The company news service from the London Stock Exchange