Irish Cont. Regulatory News (ICGC)

20 Aug 2007 07:00

Irish Continental Group PLC20 August 2007 Not for release, publication or distribution, in whole or in part, in, into or from a Restricted Jurisdiction 20 August 2007 -------------------------------------------------------------------------------- RECOMMENDED REVISED ACQUISITION FOR CASH OF IRISH CONTINENTAL GROUP PLC BY AELLA PLC BY MEANS OF A SCHEME OF ARRANGEMENT UNDER SECTION 201 OF THE COMPANIES ACT, 1963 -------------------------------------------------------------------------------- Summary * The Board of Aella and the Independent Board of ICG are pleased to announce that they have reached agreement on the terms of a recommended revised acquisition for cash of the entire issued and to be issued share capital of ICG by Aella by means of a scheme of arrangement under Section 201 of the Companies Act, 1963. The Board of Aella is advised by Goodbody Corporate Finance. * Under the terms of the Revised Acquisition and Scheme, ICG Shareholders will be entitled to receive €24.00 per ICG Unit in Cash Consideration. The Cash Consideration values the entire issued and to be issued share capital of ICG at approximately €611.8 million. * The consideration for the Revised Acquisition will comprise the Cash Consideration (which incorporates a Partial Loan Note Alternative). There is also an opportunity to elect for a Redeemable Preference Share Alternative. * The Revised Acquisition is not subject to the same level of conditionality as the firm intention to make an offer announced by Moonduster on 14 June 2007, namely, the Revised Acquisition and Scheme are not conditional upon Competition Authority approvals. * The Cash Consideration represents a premium of approximately: o 9.1 per cent. to the acquisition price of €22.00 per ICG Unit announced by Moonduster on 14 June 2007; o 29.7 per cent. to the offer proposed by Aella in the Original Announcement; o 53.8 per cent. to the closing share price on 7 March 2007, being the last date prior to the commencement of the Offer Period; o 72.7 per cent. to the share price on 1 January 2007, compared to a fall in the ISEQ index of 13.8 per cent. and a fall in the FTSE 350 index of 2.8 per cent. over the same period; o 76.2 per cent. to the average share price over the six months preceding 8 March 2007 of €13.62; o 124.3 per cent. to the share price on 8 September 2006, six months prior to the commencement of the Offer Period. * Partial Loan Note Alternative to the Cash Consideration The Partial Loan Note Alternative will be made available to ICG Shareholders andICG Optionholders, who may elect to receive loan notes with a compound interestof 19 per cent. per annum instead of all or any part of the Cash Considerationto which they would otherwise be entitled under the terms of the RevisedAcquisition. The Partial Loan Note Alternative shall be subject to scaling downin the event, and to the extent that, ICG Shareholders and ICG Optionholderselect to receive in aggregate more than €88 million Loan Notes. The Partial Loan Note Alternative will not be available in the RestrictedJurisdictions and ICG Shareholders will not be permitted to make an election forthe Partial Loan Note Alternative from any of the Restricted Jurisdictions. NoICG Shareholder will be entitled to require Loan Notes to be posted to anaddress in any of the Restricted Jurisdictions and no ICG Shareholder will beentitled to require Loan Notes to be registered in his/her name with an addressin any of the Restricted Jurisdictions. * Recommendation of the Independent Board The Independent Board, which has been so advised by NCB Corporate Finance,considers the terms of the Revised Acquisition to be fair and reasonable. Inproviding its advice, NCB Corporate Finance has taken into account thecommercial assessments of the Independent Board. Accordingly, the IndependentBoard intends unanimously to recommend to ICG Shareholders to vote in favour ofthe Revised Acquisition and Scheme, as the members of the Independent Board whohold ICG Units intend to irrevocably undertake (subject to certain exceptions)to do so by midday today in respect of their own beneficial holdings, amountingto, in aggregate 47,354 ICG Units, which represents approximately 0.2 per cent.of the issued share capital of ICG. Following the date of this announcement, the recommendation of the IndependentDirectors to the ICG Shareholders to vote in favour of the Revised Acquisitionand Scheme will only be withdrawn or cease to apply in the event that (i) theRevised Acquisition and Scheme lapse or are withdrawn or the Scheme does notbecome effective by 31 October 2007 (or such later date as Aella and theIndependent Directors agree); (ii) a competing offer for ICG is announced whichentitles ICG Shareholders to cash consideration or a Cash Equivalent in excessof €25.50 per ICG Unit; or, (iii) any of the resolutions proposed at the CourtMeetings or the EGM immediately following the Court Meetings, notice of whichwill be set out in the Revised Scheme Document, are not passed in accordancewith their terms. The Independent Board does not intend to make any recommendation in respect ofeither the Partial Loan Note Alternative or the Redeemable Preference ShareAlternative. * The making of the Revised Acquisition and the Scheme remain subject to theConditions, as amended in Appendix I. * Aella is owned by Adonia Aella, which is owned and controlled by the MBO Team,who in total own or, through contracts for difference, have an economic interestin 4,065,080 ICG Units representing approximately 17.2 per cent. of the issuedshare capital of ICG and who have irrevocably committed to vote in favour of theRevised Acquisition and Scheme the 3,329,080 ICG Units which they beneficiallyhold, representing approximately 14.1 per cent. of the issued share capital ofICG. In addition, the MBO Team hold 1,267,500 options over ICG Units. Theseoptions together with the ICG Units in respect of which the members of the MBOTeam hold an economic interest represent 20.9 per cent. of the issued and to beissued share capital of ICG. The members of the MBO Team are Eamonn Rothwell,Garry O'Dea, Tony Kelly, John Reilly and Tom Corcoran. Commenting on the Revised Acquisition on behalf of the Independent Board, theChairman of ICG, Mr John B. McGuckian, said: "The Revised Acquisition represents a further uplift in value available to allour Shareholders. At €24.00 the Revised Acquisition is the highest offer made toall ICG Shareholders and is €2 higher than the proposed Moonduster offer of 14June and €5.50 higher than the original Aella offer. The Independent Directorsare pleased to recommend the revised Aella offer of €24.00, being the highestoffer to all our Shareholders." This summary should be read in conjunction with the full text of the followingannouncement. Appendix III to the following announcement contains definitions ofcertain terms used in this summary and the following announcement. Enquiries: Aella plcEamonn Rothwell Tel: +353 (0) 1 855 2222Garry O'Dea Tel: +353 (0) 1 855 2222 Goodbody Corporate Finance Tel: +353 (0) 1 667 0420Brian O'KellyFinbarr GriffinDavid Kearney Q4 Public RelationsGerry O'Sullivan Tel: +353 (0) 1 475 1444 Irish Continental Group plcIndependent BoardJohn B. McGuckian Tel: +353 (0) 1 855 2222 NCB Corporate Finance Tel: +353 (0) 1 611 5611Liam BoothJonathan SimmonsShane Lawlor Drury Communications Tel: +353 (0) 1 260 5000Billy Murphy The directors of ICG accept responsibility for the information contained in thisannouncement, other than that relating to the recommendation and relatedopinions of the Independent Board and other than the information contained inthis announcement relating to Aella and/or Adonia Aella and to the participationof the MBO Team (or any members thereof) in, or their arrangements with, Aellaand/or Adonia Aella. The directors of Aella accept responsibility for theinformation contained in this announcement relating to Aella and/or Adonia Aellaand to the participation of the MBO Team (or any members thereof) in, or theirarrangements with, Aella and/or Adonia Aella. To the best of the knowledge andbelief of the directors of Aella (who have taken all reasonable care to ensurethat such is the case), the information contained in this announcement for whichthey accept responsibility is in accordance with the facts and does not omitanything likely to affect the import of such information. The Independent Board accepts responsibility for the recommendation and therelated opinions of the Independent Board contained in this announcement. To thebest of the knowledge and belief of the directors of ICG and the IndependentBoard (who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement for which they respectively acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of 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 Revised Acquisition and willnot be responsible to anyone other than Aella for providing the protectionsafforded to customers of Goodbody Corporate Finance or for providing advice inrelation to the Revised Acquisition the contents of this announcement or anytransaction or arrangement referred to herein. NCB Corporate Finance Limited, which is authorised in Ireland by the FinancialRegulator under the Investment Intermediaries Act 1995, is acting exclusivelyfor ICG and no one else in connection with the Revised Acquisition and will notbe responsible to anyone other than ICG for providing the protections affordedto customers of NCB Corporate Finance or for providing advice in relation to theRevised Acquisition, the contents of this announcement or any transaction orarrangement referred to herein. The full text of the Conditions are set out in Part V of the Scheme Document asamended by Appendix I to this announcement. 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 Revised Acquisition are notbeing, and must not be, mailed or otherwise forwarded, distributed or sent in,into or from any Restricted Jurisdiction. Persons receiving such documents(including, without limitation, nominees, trustees and custodians) shouldobserve these restrictions. Failure to do so may constitute a violation of thesecurities laws of any such jurisdiction. Any response in relation to the Revised Acquisition should be made only on thebasis of the information contained in the Scheme Document, this announcement,the Revised Scheme Document or any further document by which the RevisedAcquisition and Scheme are made. The securities to be issued pursuant to the Revised Acquisition under thePartial Loan Note Alternative and the Redeemable Preference Share Alternativewill be issued pursuant to the exemption from the registration requirements ofthe U.S. Securities Act of 1933, as amended (the "Securities Act"), provided bySection 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. This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules. 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. Not for release, publication or distribution, in whole or in part, in, into orfrom a Restricted Jurisdiction 20 August 2007 RECOMMENDED REVISED ACQUISITION FOR CASH OF IRISH CONTINENTAL GROUP PLC BY AELLA PLC BY MEANS OF A SCHEME OF ARRANGEMENT UNDER SECTION 201 OF THE COMPANIES ACT, 1963 1. Introduction The Board of Aella, which has been advised by Goodbody Corporate Finance, andthe Independent Board of ICG are pleased to announce that they have reachedagreement on the terms of a recommended revised acquisition for cash of theentire issued and to be issued share capital of ICG by Aella by means of ascheme of arrangement under Section 201 of the Companies Act, 1963. Theconsideration for the Revised Acquisition will comprise the Cash Consideration(which incorporates a Partial Loan Note Alternative). There will also be anopportunity to elect for a Redeemable Preference Share Alternative. The Independent Board, which has been so advised by NCB Corporate Finance,considers the terms of the Revised Acquisition to be fair and reasonable. Inproviding its advice, NCB Corporate Finance has taken into account thecommercial assessments of the Independent Board. Accordingly, the IndependentBoard intends unanimously to recommend to ICG Shareholders to vote in favour ofthe Revised Acquisition and Scheme, as the members of the Independent Board whohold ICG Units intend to irrevocably undertake to do so by midday today inrespect of their own beneficial holdings, amounting to, in aggregate 47,354 ICGUnits, which represents approximately 0.2 per cent. of the issued share capitalof ICG. Following the date of this announcement, the recommendation of the IndependentDirectors to the ICG Shareholders to vote in favour of the Revised Acquisitionand Scheme will only be withdrawn or cease to apply in the event that (i) theRevised Acquisition and Scheme lapse or are withdrawn or the Scheme does notbecome effective by 31 October 2007 (or such later date as Aella and theIndependent Directors agree); (ii) a competing offer for ICG is announced whichentitles ICG Shareholders to cash consideration or a Cash Equivalent in excessof €25.50 per ICG Unit; or, (iii) any of the resolutions proposed at the CourtMeetings or the EGM immediately following the Court Meetings, notice of whichwill be set out in the Revised Scheme Document, are not passed in accordancewith their terms. The Independent Board does not intend to make any recommendation in respect ofeither the Partial Loan Note Alternative or the Redeemable Preference ShareAlternative. The Revised Acquisition and Scheme will be subject to the Conditions, as amendedin Appendix I. Aella is owned by Adonia Aella, which is owned and controlled bythe MBO Team, who in total own or, through contracts for differences, have aneconomic interest in 4,065,080 ICG Units representing approximately 17.2 percent. of the issued share capital of ICG and who have irrevocably committed tovote in favour of the Revised Acquisition and Scheme the 3,329,080 ICG Unitswhich they beneficially hold, representing approximately 14.1 per cent. of theissued share capital of ICG. In addition, the MBO Team hold 1,267,500 optionsover ICG Units. These options together with the ICG Units in respect of whichthe members of the MBO Team hold an economic interest represent 20.9 per cent.of the issued and to be issued share capital of ICG. The members of the MBO Teamare Eamonn Rothwell, Garry O'Dea, Tony Kelly, Tom Corcoran and John Reilly. Certain terms used in this announcement are defined in Appendix III to thisannouncement. 2. The Cash Consideration The Cash Consideration represents: for each ICG Unit €24.00 in cash The Cash Consideration values the entire issued and to be issued share capitalof ICG at approximately €611.8 million. The Cash Consideration represents a premium of approximately: o 9.1 per cent. to the acquisition price of €22.00 per ICG Unit announced by Moonduster on 14 June 2007; o 29.7 per cent. to the offer proposed by Aella in the Original Announcement; o 53.8 per cent. to the closing share price on 7 March 2007, being the last date prior to the commencement of the Offer Period; o 72.7 per cent. to the share price on 1 January 2007, compared to a fall in the ISEQ index of 13.8 per cent. and a fall in the FTSE 350 index of 2.8 per cent. over the same period; o 76.2 per cent. to the average share price over the six months preceding 8 March 2007 of €13.62; o 124.3 per cent. to the share price on 8 September 2006, six months prior to the commencement of the Offer Period. 3. The Partial Loan Note Alternative to the Cash Consideration A Partial Loan Note Alternative to the Cash Consideration will be made availableto ICG Shareholders who may elect to receive Loan Notes with a compound interestrate of 19 per cent. per annum in respect of all or any part of their holdingsof ICG Units. The Loan Notes may not be repaid without the consent of the SeniorLenders. The Loan Notes may not be repaid before the second anniversary of theirissue and the 19 per cent. coupon will be rolled over on a compound basis andwill be payable on redemption. ICG Shareholders will be entitled to elect to receive Loan Notes to be issued onthe following basis: for every €1 of Cash Consideration a Loan Note of €1 The Loan Notes, which will be issued by Aella, will be governed by the laws ofIreland, will be unsecured subordinated obligations of Aella, will not beguaranteed as to the payment of principal and the coupon and will be issued,credited as fully paid, in amounts and integral multiples of €1. For thepurposes of providing for the subordination of the Loan Notes to the interestsof the Senior Lenders under the Bank Facilities, the Loan Notes will be issuedto a nominee who will hold the Loan Notes on behalf of the relevant ICGShareholders subject to the terms of the Intercreditor Agreement. The Loan Notes will be non-transferable and no application will be made for themto be listed or dealt in on any stock exchange. To the extent that elections for Loan Notes are received in excess of €88million, they will be scaled down, as nearly as practicable, pro rata to allvalid elections received (from ICG Shareholders and ICG Optionholders). Assumingall ICG Shareholders and ICG Optionholders elected to receive Loan Notes inrespect of their entire holding of ICG Units, ICG Shareholders and ICGOptionholders would be entitled to receive Loan Notes in respect ofapproximately 17.6 per cent. of their ICG Units on the basis that the MBO Teamdo not intend to accept the Partial Loan Note Alternative. In the event of elections having to be scaled down, those ICG Shareholders orICG Optionholders who have validly elected to receive Loan Notes will insteadreceive the Cash Consideration in lieu of the Loan Notes they would havereceived had such elections not been scaled down. The Partial Loan Note Alternative will not be available in the RestrictedJurisdictions and ICG Shareholders will not be permitted to make an election forthe Partial Loan Note Alternative from any of the Restricted Jurisdictions. NoICG Shareholder will be entitled to require Loan Notes to be posted to anaddress in any of the Restricted Jurisdictions and no ICG Shareholder will beentitled to require Loan Notes to be registered in his/her name with an addressin any of the Restricted Jurisdictions. The Independent Board does not intend to make any recommendation in respect ofthe Partial Loan Note Alternative. Further details of the Loan Notes and the Partial Loan Note Alternative arecontained in the Scheme Document. 4. Background to and Reasons for the Revised Acquisition On 20 March 2007, Aella made an offer of €18.50 per ICG Unit for the entireissued and to be issued share capital of ICG to be implemented by means of ascheme of arrangement under Section 201 of the Companies Act, 1963. On 14 June 2007, Moonduster announced a firm intention to make a recommendedoffer for cash for the entire issued and to be issued share capital of ICG of€22.00 per ICG Unit. On 20 June 2007, Eamonn Rothwell acquired an interest in 1,750,200 ICG Units(including 736,000 ICG Units via contracts for difference) at €22.00 per ICGUnit. Since 20 June 2007 it has been the belief of the Independent Directors thatneither the Moonduster Offer nor the Aella Offer, both at a price of €22.00 perICG Unit, would be capable of implementation without the support of the otherparty. Between 20 June 2007 and 19 July 2007 the Independent Directors initiated andsupported the engagement which took place between representatives of Moondusterand Aella in order to establish whether there could be an offer level at a priceper ICG Unit from either 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 ofthe Aella Offer to acquire the Company for €22.00 per ICG Unit. Aella confirmedthat it, and its concert parties, would not vote in favour of the Moondusteroffer to acquire the Company for €22.00 per ICG Unit. The Offer Period commenced more than five months ago on 8 March 2007. As timeelapsed, the Independent Directors became increasingly concerned as to protectand act in the best interests of all shareholders of the Company by ensuringthat there was a timely and efficient resolution to the ongoing uncertaintyconcerning the future ownership of the Company. The Independent Directors wereparticularly mindful that as the offer period continued there was an increasingrisk that the Company was likely to be hindered in the conduct of its affairswhile at the same time there being no guarantee of resolving the currentuncertainty 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 Panel in order for the Independent Directors to determinethe most appropriate manner of seeking to resolve the ongoing uncertaintysurrounding the future ownership of the Company. The Independent Directors announced on 3 August 2007 that having consulted withthe Panel, it was their current intention that, in the absence of any furthermaterial development, they would, by no later than 5.00 p.m. on 17 August 2007,terminate discussions with both Moonduster and Aella and withdraw from eachoffer and in the event that the Independent Directors took this action thecurrent offer period would be brought to an end. Immediately prior to the deadline of 5.00 p.m. on 17 August 2007, theIndependent Directors received a letter from Aella setting out the basis onwhich it would make an offer at €24.00 per ICG Unit. By the deadline of 5.00p.m.on 17 August 2007 no proposal was received from Moonduster to increase itsproposed offer of €22.00 per ICG Unit. Consequently, the Independent Directorsare withdrawing their intention to recommend that the ICG Shareholders vote infavour of the proposed Moonduster offer. The Independent Board, which has been so advised by NCB Corporate Finance,considers the terms of the Revised Acquisition to be fair and reasonable. Inproviding its advice, NCB Corporate Finance has taken into account thecommercial assessments of the Independent Board. Accordingly, the IndependentBoard intends unanimously to recommend to ICG Shareholders to vote in favour ofthe Revised Acquisition and Scheme, as the members of the Independent Board whohold ICG Units have irrevocably undertaken (subject to certain exceptions) to doin respect of their own beneficial holdings, amounting to, in aggregate 47,354ICG Units, which represents approximately 0.2 per cent. of the issued sharecapital of ICG. Following the date of this announcement, the irrevocable undertakings granted bythe Independent Directors will cease to be binding on the Independent Directors,and the recommendation of the Independent Directors to ICG Shareholders to votein favour of the Revised Acquisition and Scheme will only be withdrawn or ceaseto apply in the event that (i) the Revised Acquisition and Scheme lapse or arewithdrawn or the Scheme does not become effective by 31 October 2007 (or suchlater date as Aella and the Independent Directors agree); (ii) a competing offerfor ICG is announced which entitles ICG Shareholders to cash consideration or aCash Equivalent in excess of €25.50 per ICG Unit; or, (iii) any of theresolutions proposed at the Court Meetings or the EGM immediately following theCourt Meetings, notice of which will be set out in the Revised Scheme Document,are not passed in accordance with their terms. The Independent Board has considered a number of factors in recommending theRevised Acquisition including: o the Cash Consideration of €24.00 per ICG Unit is the highest offer made to all ICG Shareholders; o the Cash Consideration is higher than the Cash Consideration under the proposed Moonduster Offer and the previous Aella Offer; o the Revised Acquisition is not subject to the same level of conditionality as the proposed Moonduster offer. In particular, the Revised Acquisition is not subject to approval from the Competition Authority and as a result of the lower level of conditionality, the time period for completion of the Revised Acquisition will be shorter than that for the proposed Moonduster Offer; o the considerable period of time which has elapsed since the commencement of the Offer Period on 8 March 2007; o with the exception of Aella and Moonduster, no other party has approached the Independent Directors with regard to making an offer to all ICG Shareholder to acquire the Company prior to the commencement of the Offer Period or during the Offer Period; o since 20 June 2007, the date on which Aella confirmed that the Cash Consideration payable under the Aella Offer had been increased to €22.00 per ICG Unit the ISEQ index has declined by 15.5 per cent; and o whilst the current market price per ICG Unit is at a level above €24.00 no offer has been made to our Shareholders at these levels. 5. The Revised Acquisition and the Scheme The Revised Acquisition will be effected by means of a scheme of arrangementbetween ICG and ICG Shareholders under section 201 of the Act. Under the Scheme(which will be subject to the Conditions, as amended by Appendix Ito thisannouncement) ICG Shareholders will receive the Cash Consideration unless theyelect for the Partial Loan Note Alternative (which will not be available to ICGShareholders who elect for the Redeemable Preference Share Alternative) or theRedeemable Preference Share Alternative (described in paragraph 6 below). The Scheme of Arrangement is an arrangement made between ICG and ICGShareholders under Section 201 of the Act, subject to the approval of the HighCourt. If the Scheme becomes effective, all ICG Units will be cancelled pursuantto Sections 72 and 74 of the Act with the exception of seven ICG Units held byseven nominees and those ICG Units held by ICG Shareholders electing for theRedeemable Preference Share Alternative. ICG will then issue new ICG shares toAella in place of the ICG Units cancelled pursuant to the Scheme and Aella willpay the consideration for the Revised Acquisition to former ICG Shareholders.Redeemable Preference Shares will be issued by Aella to those who have electedfor the Redeemable Preference Share Alternative in exchange for their ICG Units.As a result of these arrangements, ICG will become a wholly owned subsidiary ofAella. Any ICG Units acquired pursuant to the Revised Acquisition will be acquiredfully paid or credited as fully paid and free from all liens, charges, equitableinterests, encumbrances, rights of pre-emption and any other rights andinterests of any nature whatsoever and together with all rights now andhereafter attaching thereto, including voting rights and the right to receiveand retain in full all dividends and other distributions (if any) declared, madeor paid on or after the date of this announcement. To become effective, the Scheme requires, amongst other things, the approval atthe Court Meetings of a majority in number of ICG Shareholders, present andvoting either in person or by proxy, representing three-fourths (75 per cent.)or more in value of the ICG Shares held by such holders, as well as the approvalby ICG Shareholders of resolutions relating to the implementation of the Schemeat an EGM to be held directly after the Court Meetings. Assuming the necessary approvals from the ICG Shareholders have been obtainedand all Conditions have been satisfied or (where applicable) waived, the Schemewill become effective upon delivery to the Registrar of Companies of a copy ofthe Court Order of the High Court sanctioning the Scheme together with theminute required by Section 75 of the Act and registration of such order by him.Upon the Scheme becoming effective, it will be binding on all ICG Shareholders,irrespective of whether or not they attended or voted at the Court Meeting orthe Extraordinary General Meeting. The Revised Acquisition is conditional on the Scheme becoming effective. Theimplementation of the Scheme is conditional, amongst other things, upon: • the Scheme becoming effective by not later than 31 October 2007 or such later date as Aella, ICG and the High Court may agree, failing which the Scheme will lapse; • the approval at the First Court Meeting of a majority in number of ICG Shareholders (other than the Aella Class Shareholders) at the Voting Record Time, present and voting, either in person or by proxy, representing three-fourths or more in value of the ICG Units held by such Shareholders; • the approval at the Second Court Meeting of a majority in number of the Aella Class Shareholders at the Voting Record Time, present and voting, either in person or by proxy, representing three-fourths or more in value of the ICG Units held by such holders; • the passing of such resolutions in connection with and/or as are required to approve or implement the Scheme at the Extraordinary General Meeting; • the sanction of the Scheme and confirmation of the reduction of capital involved therein by the High Court and the delivery of an office copy of the Court Order and the minute required by Section 75 of the Act to the Registrar of Companies and the registration of such Court Order by him; and • the conditions that are not otherwise identified above being satisfied or waived on or before the sanction of the Scheme by the High Court pursuant to Section 201 of the Act. The Revised Scheme Document will be sent to ICG Shareholders which will, amongstother things, include details of the Revised Acquisition and Scheme, expectedtimetable for implementation and the actions to be taken by the ICGShareholders. It is expected that the Revised Acquisition and Scheme will become effectiveduring the course of October 2007. ICG Shareholders who have already completed and returned forms of proxy and aForm of Election in relation to the Scheme should note that such forms no longerhave any effect in relation to the Scheme. ICG Shareholders should complete andreturn revised forms of proxy and, if appropriate, a revised Form of Election,such revised forms to accompany the Revised Scheme Document when posted to ICGShareholders. 6. Redeemable Preference Share Alternative ICG Shareholders will be entitled to elect to receive Redeemable PreferenceShares to be issued by Aella in exchange for all of their ICG Units, instead ofor in addition to the Cash Consideration to which they would otherwise beentitled under the terms of the Revised Acquisition. ICG Shareholders willtherefore be entitled to elect to receive part of the consideration as CashConsideration and/or Loan Notes and part in the form of the RedeemablePreference Shares. The Redeemable Preference Share Alternative will be made available on thefollowing basis: for each ICG Unit a Redeemable Preference Share of €0.0001 Each Redeemable Preference Share will be issued credited as fully paid in theamount of €24.00 per share (the "Paid-Up Amount"). No application will be madefor the Redeemable Preference Shares to be listed or dealt in on any stockexchange and they will be non-transferable. The Redeemable Preference Shareswill carry no voting rights and will be governed by the laws of Ireland. The Redeemable Preference Shares will carry a coupon of 3 per cent. per annum ontheir Paid-Up Amount. Such coupon will be rolled-up and payable only on aredemption of the Redeemable Preference Shares (if such a redemption ispermitted pursuant to the Intercreditor Agreement). Such a redemption may takeplace from five years from the date of issue or if the board of Aella sodetermines, earlier. Subject to the Bank Facilities being repaid, the Loan Notes having been redeemedand the provisions of the Intercreditor Agreement, each Redeemable PreferenceShare will be redeemable at an amount not exceeding the Paid-Up Amount plus thecoupon accumulated to the redemption date at any time or times that the Board ofAella determines and may be redeemed on a pro rata basis or otherwise at thediscretion of the Board of Aella. Any redemption would also be subject to therestrictions in the Companies Acts. In the event of an event of default occurring under the Bank Facilities (asprovided for therein) and any bank exercising its rights of accelerationthereunder, including the appointment of a receiver, the coupon of 3 per cent.on the Redeemable Preference Shares will cease to be payable and the RedeemablePreference Shares will be converted into non-redeemable, non-voting deferredshares with a nominal value of €0.0001 each (the "Deferred Shares"), which maybe compulsorily acquired at a price of €0.0001 per Deferred Share by any personwho acquires all of the ordinary shares in Aella or Adonia Aella. It is not intended that any guaranteed mechanism will be put in place to fundthe redemption of the Redeemable Preference Shares. On a return of capital on a winding up or otherwise, the Redeemable PreferenceShares will rank ahead of the ordinary shares in Aella in respect of theaggregate of par value, premium and any amounts of unpaid coupon accrued to thedate of winding up but will have no other entitlement on a winding up toparticipate in any of the profits, assets or capital of Aella. If the RedeemablePreference Shares are converted into Deferred Shares, they will rank after theordinary shares in Aella on a winding up and will only confer a right of returnup to the nominal value of the Deferred Shares. The Redeemable Preference Share Alternative will not be available in theRestricted Jurisdictions and ICG Shareholders will not be permitted to make anelection for the Redeemable Preference Share Alternative from any of theRestricted Jurisdictions. No ICG Shareholder will be entitled to require theRedeemable Preference Shares to be posted to an address in any of the RestrictedJurisdictions and no ICG Shareholder will be entitled to require the RedeemablePreference Shares to be registered in his/her name with an address in any of theRestricted Jurisdictions. The Independent Board does not intend to make any recommendation in respect ofthe Redeemable Preference Share Alternative. Further details of the Redeemable Preference Shares and the RedeemablePreference Share Alternative will be contained in the Revised Scheme Document.ICG Shareholders who have already completed and returned a Form of Election inrelation to the Scheme should note that such forms will no longer have anyeffect in relation to the Scheme. ICG Shareholders should, if appropriate,complete and return a revised Form of Election, such revised form to accompanythe Revised Scheme Document when posted to ICG Shareholders. 7. Information on Aella Aella is a public limited company, which was incorporated in Ireland on 12February 2007. Aella has not traded prior to the date of this announcement(except for entering into transactions relating to the Acquisition and theRevised Acquisition). Aella is a wholly owned subsidiary of Adonia Aella, whichis owned and controlled by the members of the MBO Team. Aella has no employees. 8. Information on Adonia Aella Adonia Aella is a private limited company, which was incorporated in Ireland on21 February 2007. Adonia Aella, which is the holding company of Aella, has nottraded prior to the date of this announcement (except for entering intotransactions relating to the Acquisition and the Revised Acquisition). AdoniaAella is owned and controlled solely by the members of the MBO Team. The membersof the MBO Team are Eamonn Rothwell, Garry O'Dea, Tony Kelly, John Reilly andTom Corcoran. The equity ownership of Adonia Aella among the MBO Team is as follows: EamonnRothwell, Garry O'Dea, Tony Kelly, John Reilly and Tom Corcoran hold 81.63 percent., 9.57 per cent., 4.17 per cent., 3.53 per cent. and 1.10 per cent. of theequity of Adonia Aella, respectively. 9. Financing The Revised Acquisition will be financed by debt facilities made available toAella by Allied Irish Banks, p.l.c., underwriting arrangements and financingprovided by Eamonn Rothwell and by the MBO Team accepting the Offer in respectof all ICG Units held by them. Further information on the financing of theRevised Acquisition will be set out in the Revised Scheme Document. Goodbody Corporate Finance is satisfied that the necessary resources areavailable to Aella to enable it to satisfy payment of the Cash Consideration toall ICG Shareholders under the Revised Acquisition. 10. Directors, Management and Employees The Board of Aella confirms that, following the Scheme becoming effective, theexisting employment rights, including pension rights, of all employees of theICG Group will be fully safeguarded. Aella expects that, upon the Scheme becoming effective, the non-executivedirectors of ICG will resign from the Board of ICG. 11. ICG Share Option Schemes As at 17 August 2007, being the latest business day prior to the date of thisannouncement, the following ICG Options were held by members of the MBO Team. Name Date of Price Exercise Period Number of Grant From To Units Eamonn Jan-97 5.30 Jan-00 *Mar-07 75000Rothwell Jan-97 5.30 Jan-02 *Mar-07 75000 Jan-00 10.75 Jan-03 Mar-10 25000 Jan-00 10.75 Jan-05 Mar-10 25000 Jan-02 7.35 Jan-05 Mar-12 100000 Jan-02 7.35 Jan-07 Mar-12 100000 Sep-02 5.30 Sep-05 Sep-12 50000 Sep-02 5.30 Sep-07 Sep-12 50000 Sep-05 10.00 Sep-08 Sep-15 25000 Sep-05 10.00 Sep-10 Sep-15 25000 Sep-06 10.67 Sep-09 Sep-16 50000 Sep-06 10.67 Sep-11 Sep-16 50000 Garry Jan-97 5.30 Jan-02 *Mar-07 37500O'Dea Jan-00 10.75 Jan-03 Mar-10 12500 Jan-00 10.75 Jan-05 Mar-10 12500 Jan-02 7.35 Jan-07 Mar-12 50000 Sep-02 5.30 Sep-05 Sep-12 15000 Sep-02 5.30 Sep-07 Sep-12 15000 Sep-05 10.00 Sep-08 Sep-15 12500 Sep-05 10.00 Sep-10 Sep-15 12500 Sep-06 10.67 Sep-09 Sep-16 25000 Sep-06 10.67 Sep-11 Sep-16 25000 TonyKelly Jan-97 5.30 Jan-02 *Mar-07 25000 Jan-00 10.75 Jan-03 Mar-10 12500 Jan-00 10.75 Jan-05 Mar-10 12500 Jan-02 7.35 Jan-05 Mar-12 25000 Jan-02 7.35 Jan-07 Mar-12 25000 Sep-02 5.30 Sep-05 Sep-12 12500 Sep-02 5.30 Sep-07 Sep-12 12500 Sep-05 10.00 Sep-08 Sep-15 12500 Sep-05 10.00 Sep-10 Sep-15 12500 Sep-06 10.67 Sep-09 Sep-16 25000 Sep-06 10.67 Sep-11 Sep-16 25000 John Jan-97 5.30 Jan-02 *Mar-07 5000Reilly Jan-97 5.30 Jan-02 *Mar-07 5000 Jan-99 11.50 Jan-02 Mar-09 15000 Jan-99 11.50 Jan-05 Mar-09 15000 Jan-00 10.75 Jan-03 Mar-10 5000 Jan-00 10.75 Jan-05 Mar-10 5000 Jan-02 7.35 Jan-05 Mar-12 10000 Jan-02 7.35 Jan-07 Mar-12 10000 Sep-05 10.00 Sep-08 Sep-15 12500 Sep-05 10.00 Sep-10 Sep-15 12500 Sep-06 10.67 Sep-09 Sep-16 25000 Sep-06 10.67 Sep-11 Sep-16 25000 Tom Jan-97 5.30 Jan-02 *Mar-07 5000Corcoran Jan-00 10.75 Jan-03 Mar-10 2500 Jan-00 10.75 Jan-05 Mar-10 2500 Jan-01 6.60 Jan-04 Mar-11 5000 Jan-01 6.60 Jan-06 Mar-11 5000 Jan-02 7.35 Jan-05 Mar-12 5000 Jan-02 7.35 Jan-07 Mar-12 5000 Sep-05 10.00 Sep-08 Sep-15 5000 Sep-05 10.00 Sep-10 Sep-15 5000 Sep-06 10.67 Sep-09 Sep-16 7500 Sep-06 10.67 Sep-11 Sep-16 7500 * The extension of these options was the subject of a resolution of the ICGBoard of Directors dated 7 March 2007. In due course, Aella will make appropriate revised proposals to ICGOptionholders. 12. Delisting and Cancellation of Trading It is intended that, subject to and following the Scheme becoming effective, andsubject to applicable requirements of the Irish Stock Exchange and the UKListing Authority, Aella will procure that ICG applies for cancellation of thelisting of the ICG Units on the Official Lists and for cancellation of tradingof the ICG Units on the markets of the Irish Stock Exchange and of the LondonStock Exchange. The last day of dealing in ICG Shares on the Irish StockExchange and the London Stock Exchange will be the last business day before theEffective Date. 13. Expenses Reimbursement Agreement The Expenses Reimbursement Agreement as described in the Original Announcementand the Scheme Document remains in effect. Further to the withdrawal of therecommendation of the Acquisition by the Independent Directors on 14 June 2007,Aella's Third Party Costs (as defined in the Expenses Reimbursement Agreement)are now payable. Third Party Costs will continue to be incurring until theRevised Acquisition is completed or otherwise terminated. Under the terms of theExpenses Reimbursement Agreement, ICG will pay specific quantifiable third partycosts and expenses incurred by Aella in connection with the Revised Acquisition(the "Additional Third Party Costs") by reference to the increment in theacquisition value represented by the Cash Consideration of €24.00 per ICG Unitunder the terms of the Revised Acquisition in comparison to the initial cashconsideration of €18.50 per ICG Unit as set out in the Original Announcement andthe Scheme Document (the "Incremental Value"). The liability of ICG to pay the Additional Third Party Costs is limited to amaximum amount equal to 1 per cent. of the Incremental Value. The circumstances in which such payment will be made includes: (a) if, prior to the Revised Acquisition lapsing or being withdrawn (or, in certain circumstances not being made), a competing offer or offers or scheme or schemes are recommended by the Independent Board or any such offer becomes or is declared unconditional in all respects or scheme becomes effective; (b) if the Independent Board no longer recommends (or intends to recommend) ICG Shareholders to accept or vote in favour of the Revised Acquisition or the Independent Board adversely modifies or withdraws its recommendation and the Acquisition lapses or is withdrawn (or, in certain circumstances is not made); (c) if, as a result of an act or omission of ICG or any ICG Group company or any of their respective directors, employees, agents or advisers, the Revised Scheme Document is not posted by ICG to ICG Shareholders within 28 days of the date of this announcement. 14. Implementation Agreement The Implementation Agreement as described in the Original Announcement and theScheme Document has been terminated . ICG and Aella have entered into a NewImplementation Agreement which contains certain assurances in relation to theimplementation of the Scheme. Further details of the New ImplementationAgreement will be set out in the Revised Scheme Document. 15. Undertakings to Vote in Favour of the Revised Acquisition and Scheme Aella has received, or expects to receive by midday today, irrevocableundertakings to vote in favour of the Revised Acquisition and Scheme in respectof approximately 14.3 per cent. of the entire issued share capital of ICG (on afully diluted basis) as follows: o MBO Team Aella has received irrevocable undertakings to vote in favour of the RevisedAcquisition and Scheme from the members of the MBO Team, in respect of 3,329,080ICG Units which they beneficially hold, representing approximately 14.1 percent. of the issued share capital of ICG. These irrevocable undertakings will cease to have effect in the event that theRevised Acquisition and Scheme lapse or are withdrawn or the Scheme does notbecome effective on or before 31 October 2007. o Independent Board The Independent Directors who hold ICG Units intend to irrevocably undertake toAella by midday today to vote in favour of the Revised Acquisition and Scheme inrespect of their own beneficial shareholdings which amount, in aggregate, to47,354 ICG Units, representing approximately 0.2 per cent. of the issued sharecapital of ICG. These irrevocable undertakings will lapse only in the event that(i) the Revised Acquisition and Scheme lapse or are withdrawn or the Scheme doesnot become effective on or before 31 October 2007 (or such later date as Aellaand the Independent Directors agree); (ii) a competing offer for ICG isannounced which entitles ICG Shareholders to a cash consideration or a CashEquivalent in excess of €25.50 per ICG Unit; or, (iii) any of the resolutionsproposed at the Court Meetings or the EGM immediately following the CourtMeetings, notice of which will be set out in the Revised Scheme Document, arenot passed in accordance with their terms. 16. Interests in ICG As at 20 August 2007, being the date of this announcement, the following membersof the MBO Team owned, or controlled or had an economic interest in thefollowing ICG Units: Name Number of ICG UnitsEamonn Rothwell 3,788,771Garry O'Dea 179,377Tony Kelly 39,588Tom Corcoran 8,736John Reilly 48,608 Of the 3,788,771 ICG Units owned or controlled by Eamonn Rothwell, or in whichhe had an economic interest, 736,000 are held through contracts for differences. As at 16 August 2007, the latest practicable date prior to the date of this announcement, Goodbody Corporate Finance and its affiliates hold 733,904 ICGUnits on behalf of discretionary clients, 448,040 ICG Units as principal traderand 3,800 ICG Units held via contracts for difference on behalf of discretionaryclients. Save as disclosed in this paragraph 16 and the ICG Options disclosed inparagraph 11, neither Aella nor, as far as Aella is aware, any person acting inconcert with Aella, owns or controls any ICG Units or any securities convertibleor exchangeable into, or rights to subscribe for or purchase, or holds anyoptions to purchase any ICG Units or has entered into any derivative referencedto ICG Units which remains outstanding or has any arrangements in relation toICG Units other than the shareholdings detailed below of certain advisers toAella. So far as the directors of Aella and ICG are aware, no Arrangement exists withAella, with ICG or with any associate of Aella or ICG. 17. General The Revised Scheme Document will include full details of the Revised Acquisitionand the expected timetable and will be accompanied by the appropriate forms ofproxy and Forms of Election. These will be despatched to ICG Shareholders and,for information only, to ICG Optionholders, in due course. The RevisedAcquisition and Scheme will be governed by the laws of Ireland and will besubject to the applicable requirements of the Irish Takeover Rules, the IrishStock Exchange, the London Stock Exchange, the UK Listing Authority andapplicable laws. Details of the sources and bases of certain information set out in thisannouncement are included in Appendix II. Certain terms used in thisannouncement are defined in Appendix III. Enquiries: AellaEamonn Rothwell Tel: +353 (0) 1 855 2222Garry O'Dea Tel: +353 (0) 1 855 2222 Goodbody Corporate Finance Tel: +353 (0) 1 667 0420Brian O'KellyFinbarr GriffinDavid Kearney Q4 Public RelationsGerry O'Sullivan Tel: +353 (0) 1 475 1444 Irish Continental Group plcJohn B. McGuckian Tel: +353 (0) 1 855 2222 NCB Corporate Finance Tel: +353 (0) 1 611 5611Liam BoothJonathan SimmonsShane Lawlor Drury Communications Tel: +353 (0) 1 260 5000Billy Murphy The directors of ICG accept responsibility for the information contained in thisannouncement, other than that relating to the recommendation and relatedopinions of the Independent Board and other than the information contained inthis announcement relating to Aella and/or Adonia Aella and to the participationof the MBO Team (or any members thereof) in, or their arrangements with, Aellaand/or Adonia Aella. The directors of Aella accept responsibility for theinformation contained in this announcement relating to Aella and/or Adonia Aellaand to the participation of the MBO Team (or any members thereof) in, or theirarrangements with, Aella and/or Adonia Aella. To the best of the knowledge andbelief of the directors of Aella (who have taken all reasonable care to ensurethat such is the case), the information contained in this announcement for whichthey accept responsibility is in accordance with the facts and does not omitanything likely to affect the import of such information. The Independent Board accepts responsibility for the recommendation and therelated opinions of the Independent Board contained in this announcement. To thebest of the knowledge and belief of the directors of ICG and the IndependentBoard (who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement for which they respectively acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. Goodbody Corporate Finance, which is regulated by the Financial Regulator underthe Investment Intermediaries Act 1995, is acting exclusively for Aella and noone else in connection with the Revised Acquisition and will not be responsibleto anyone other than Aella for providing the protections afforded to customersof Goodbody Corporate Finance or for providing advice in relation to the RevisedAcquisition the contents of this announcement or any transaction or arrangementreferred to herein. NCB Corporate Finance Limited, which is authorised in Ireland by the FinancialRegulator under the Investment Intermediaries Act 1995, is acting exclusivelyfor ICG and no one else in connection with the Revised Acquisition and will notbe responsible to anyone other than ICG for providing the protections affordedto customers of NCB Corporate Finance or for providing advice in relation to theRevised 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 Revised Acquisition are notbeing, and must not be, mailed or otherwise forwarded, distributed or sent in,into or from any Restricted Jurisdiction. Persons receiving such documents(including, without limitation, nominees, trustees and custodians) shouldobserve these restrictions. Failure to do so may constitute a violation of thesecurities laws of any such jurisdiction. The securities to be issued pursuant to the Revised Acquisition under thePartial Loan Alternative and the Redeemable Preference Share Alternative will beissued pursuant 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. Any response in relation to the Revised Acquisition should be made only on thebasis of the information contained in the Scheme Document, this announcement,the Revised Scheme Document or any document by which the Revised Acquisition andScheme are made. 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. This announcement is made pursuant to Rule 2.5 of the Takeover Rules. 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. Appendix I Modifications to the Conditions Subject as follows, the Revised Acquisition and Scheme remain subject to theConditions as set out in Part V of the Scheme Document. On 2 July 2007, Aellaand the Company sought and obtained an order of the High Court allowing theparties to amend Condition 1. The modification agreed by Aella and the Companyinvolves the replacement of the date "5 July 2007" with "31 October 2007" andalso the removal of the words "with the consent of the Panel" from Condition 1. Appendix II Sources and Bases of Information Unless otherwise stated, the financial information relating to the ICG Group isextracted from the audited consolidated financial statements of the ICG Groupfor the relevant financial year. 1. Reference to the value of the entire issued and to be issued share capital of ICG is based upon 23,685,458 ICG Units in issue, and 1,805,000 ICG Units issuable to ICG's Optionholders under ICG's Share Option Schemes as at 17 August 2007. 2. Reference to the Closing Price of ICG Units, 7 March 2007, is based on the Official List of the Irish Stock Exchange. 3. Reference to the Closing Price of ICG Units, 1 January 2007, is based on the Official List of the Irish Stock Exchange. 4. Reference to ISEQ Overall Index decline of 13.8% is calculated from the Irish Stock Exchange website as (8106.47/9408.12)-1. 5. Reference to the FTSE 350 Index decline of 2.8% is calculated from Bloomberg as (3181.3/3272.7)-1. 6. Reference to the average share price over the six months preceding 8 March 2007 is based on the Official List of the Irish Stock Exchange. 7. Reference to the Closing Price of ICG Units, 8 September 2006, is based on the Official List of the Irish Stock Exchange. 8. References to a percentage of ICG Units, is based on the number of ICG Units in issue as at 17 August 2007 or, where referenced to as being on a fully diluted basis, based on the number of ICG Units in issue and under option as at 17 August 2007. 9. Reference to financing of the acquisition is sourced from the terms of the revised acquisition and debt facilities made available to Aella by Allied Irish Banks, p.l.c. 10. References to the irrevocable undertakings to vote in favour of the Scheme are sourced from the signed irrevocable undertakings of the MBO Team. Appendix III Definitions The following definitions apply throughout this document, unless the contextrequires otherwise:"Acquisition" the proposed acquisition by Aella of ICG by means of the Scheme as described in the Scheme Document; the "Act" the Companies Act, 1963 of Ireland, as amended; "Adonia Aella" Adonia Aella Limited, a private limited company incorporated in Ireland with registered number 435192; "Aella" Aella plc, a public limited company with registered number 434571; "Aella Class the holders of Aella Class Shares;Shareholders" "Aella Class ICG Units of which any member of the MBO Team orShares" any member of Allied Irish Bank p.l.c. and its subsidiaries, excluding trustees and pension funds, is a beneficial owner or as otherwise provided by the High Court; "Aella Group" Aella and its parent undertaking and its subsidiaries and subsidiary undertakings and any other subsidiary or subsidiary undertaking of its parent undertaking "Arrangement" any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature between two or more persons, relating to relevant securities of Aella or ICG which is or may be an inducement to one or more such persons to deal or refrain from dealing in such securities; "Bank Facilities" the Senior Secured Facility and the PIK Facility;"Cash Consideration" the cash consideration of €24.00 per ICG Unit payable to ICG Shareholders who do not elect for the Partial Loan Note Alternative or the Redeemable Preference Share Alternative; "Cash Equivalent" a loan note or any other financial instrument which is guaranteed by a reputable bank or financial institution; "Closing Price" the closing price of a ICG Unit as derived from the daily Official List of the Irish Stock Exchange; "Companies Acts" the Companies Act 1963 to 2005 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006; "Conditions" the terms and conditions of the Acquisition and Scheme as set out in Part V of the Scheme Document; "Court Meetings" the meetings of the ICG Shareholders (and any adjournment thereof) convened by order of the High Court pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment); "Court Order" the order or orders of the High Court sanctioning the Scheme under Section 201 of the Act and confirming the reduction of share capital which forms part of it under Sections 72 and 74 of the Act; "directors of ICG" the board of directors of ICG; "directors of Aella" the board of directors of Aella;or "AellaDirectors" "EBITDA" earnings before interest, taxation, depreciation and amortisation; "Effective Date" the date on which the Scheme becomes effective in accordance with its terms; "EPS" earnings per share; "euro" or "•" or the currency unit of participating member states"EUR" or "cent" or of the European Union as defined in Recital (2)"c" of Council Regulation 974/98/EC on the introduction of the euro; "Expenses the agreement as described in paragraph 13Reimbursement hereof;Agreement" "Extraordinary the extraordinary general meeting of the ICGGeneral Meeting" or Shareholders to be convened in connection with"EGM" the Scheme, expected to be held on the same day as the Court Meetings (and any adjournment thereof); "Financial the Irish Financial Services RegulatoryRegulator" Authority; "First Court the first court (and any adjournment thereof)Meeting" meeting seeking approval for the Scheme by a majority in number of ICG Shareholders (other than the Aella Class Shareholders) at the Voting Record Time, present and voting, either in person or by proxy, representing three-fourths or more in value of the ICG Units held by such holders; "Form of Election" the form of election under which ICG Shareholders can elect for the Partial Loan Note Alternative to the Cash Consideration, or for the Redeemable Preference Share Alternative; "Goodbody Corporate Goodbody Corporate Finance, which is regulated byFinance" the Financial Regulator under the Investment Intermediaries Act, 1995 "High Court" the High Court of Ireland; "ICG Group" or the ICG, its subsidiaries and associated"Group" undertakings; "ICG Options" options to subscribe for ICG Units pursuant to the ICG Share Option Schemes; "ICG Optionholders" the holders of options to subscribe for ICG Units under the ICG Share Option Schemes; "ICG Share Option the ICG plc Irish Share Option Scheme and the ICGSchemes" plc 1998 Share Option Plan; "ICG Shareholders" holders of ICG Units;or "Shareholders" "ICG Share" or "ICGShares" or "Shares" the existing and allotted or issued and fully paid ICG Units in the capital of ICG and any further such shares which may be issued or allotted prior to the Effective Date; "ICG Unit" or "ICG units in the share capital of ICG (each such unitUnits" comprising one ordinary share of €0.65 and three redeemable shares of €0.0001); "ICG" or the Irish Continental Group plc;"Company" "Implementation the implementation agreement between ICG andAgreement" Aella entered into on 8 March 2007 in relation to the implementation of the Scheme; "Independent Board" John B. McGuckian, Peter Crowley and Bernardor "Independent Somers;Directors" "Intercreditor the Intercreditor Agreement between, amongstAgreement" others, the Company, Allied Irish Banks p.l.c., as the Original Senior Lender, the Original PIK Lender, the Senior Agent, the Security Agent, the PIK Agent, the Original Hedging Counterparty and Goodbody Stockbrokers Nominee Limited and includes any modification thereof or any further intercreditor agreement relating to the finance facilities necessary for the operation of the business of the Group; "Ireland" or " Ireland excluding Northern Ireland and the word "Republic of Ireland" Irish" shall be construed accordingly; "Irish Stock the Irish Stock Exchange Limited;Exchange" "Listing Rules" the listing rules of the Irish Stock Exchange and the UK Listing Authority; "Loan Notes" the unsecured notes with compound interest rate of 19 per cent. per annum issued by Aella pursuant to the Partial Loan Note Alternative; "London Stock the London Stock Exchange plc;Exchange" "MBO Team" Eamonn Rothwell, Garry O'Dea, Tony Kelly, John Reilly and Tom Corcoran; "Moonduster" Moonduster Limited, a private limited company incorporated in Ireland with registered number 439475; "NCB Corporate NCB Corporate Finance Limited, which isFinance" authorised in Ireland by the Financial Regulator under the Investment Intermediaries Act, 1995; "New Implementation the new implementation agreement entered intoAgreement" between ICG and Aella on 20 August 2007 in relation to the implementation of the Scheme as described in paragraph 14 of this announcement; "Northern Ireland" the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island of Ireland; "Offer Period" the period, yet to expire, commencing 8 March 2007; "Official Lists" the Official List of the Irish Stock Exchange and the UK Listing Authority; "Original the announcement of the Acquisition dated 8 MarchAnnouncement" 2007; "Panel" the Irish Takeover Panel; "Partial Loan Note the alternative under which ICG Shareholders whoAlternative" do not elect for the Redeemable Preference Share Alternative may elect to receive Loan Notes instead of part of the Cash Consideration to which they would otherwise be entitled; "PIK Facility" the PIK facility in the amount of €40 million plus the sum of €93 million less the aggregate amount of Loan Notes issued under the Loan Note instrument between Aella, Adonia Aella, AIB as arranger, agent and lender, and such other banks as may be lenders under that facility; "Redeemable the redeemable preference shares of €0.0001 eachPreference Shares" nominal value in the capital of Aella; "Redeemable the alternative under which ICG Shareholders mayPreference Share elect to receive Redeemable Preference SharesAlternative" instead of or in addition to all of the Cash Consideration to which they would otherwise be entitled; "Registrar of the Registrar of Companies in Dublin, Ireland;Companies" "relevant has the meaning assigned by Rule 8.9 of thesecurities" Takeover Rules; "Restricted any jurisdiction in respect of which it would beJurisdiction" unlawful for this announcement to be released, published or distributed, in whole or in part, in, into or from, including for the avoidance of doubt, Canada, South Africa, Australia and Japan; "Revised the Acquisition as amended by the terms of thisAcquisition" announcement to be effected by means of the Scheme; "Revised Scheme a circular for distribution to ICG Shareholders,Document" and for information only, to ICG Optionholders containing inter alia (i) details of the Revised Acquisition, (ii) the notices of the Court Meetings and EGM, (iii) such other information as may be required or necessary pursuant to the Act, the Takeover Rules or the Listing Rules, and (iv) such other information as ICG and Aella shall agree;"Scheme" the scheme of arrangement under Section 201 of the Act and the capital reduction under Sections 72 and 74 of the Act with or subject to any modifications, additions, or conditions, approved or imposed by the High Court and agreed by Aella and ICG; "Scheme Document" the circular to ICG shareholders dated 20 March 2007; "Second Court the second court meeting (and any adjournmentMeeting" thereof) seeking approval of the Scheme by a majority in number of the Aella Class Shareholders at the Voting Record Time, present and voting, either in person or by proxy, representing three-fourths or more in value of the ICG Units held by such holders; "Senior Lenders" the providers of the Senior Secured Facility; "Senior Secured the senior secured facility in the amount of €531Facility" million and $23.3 million between Aella, as borrower and guarantor, Adonia Aella, as parent, borrower and guarantor, AIB as arranger, agent and lender and such other banks as may be lenders under that facility; "Takeover the European Communities (Takeover BidsRegulations" (Directive 2004/25/EC)) Regulations 2006; "Takeover Rules" the Irish Takeover Panel Act, 1997, Takeover Rules 2001 to 2006 (where applicable) and Substantial Acquisition Rules 2001 and 2005; "UK Listing the Financial Services Authority of the UnitedAuthority" Kingdom in its capacity as the competent authority under the Financial Services and Markets Act 2000; "United Kingdom" or the United Kingdom of Great Britain and Northern"UK" Ireland; "United States" or the United States of America, its territories and"US" possessions, any state of the United States of America and the District of Columbia and any other territory subject to its jurisdiction; "Voting Record the time and date to be specified as the votingTime" record time for the Court Meetings and the EGM (or any adjournment thereof) in the Revised Scheme Document; and "$" or "US $" the currency unit (dollars) of the United States. Any reference to any provision of any legislation shall include any provision inany legislation that amends, modifies, consolidates, re-enacts, extends orreplaces the same. Words importing the singular shall include the plural and vice versa and wordsimporting the masculine gender shall include the feminine or neutral gender. All times referred to are Dublin times unless otherwise stated. This information is provided by RNS The company news service from the London Stock Exchange