Irish Cont. Regulatory News (ICGC)

8 Mar 2007 08:37

Irish Continental Group PLC08 March 2007 ANNOUNCEMENT8 March 2007 Irish Continental Group plc ("ICG" or the "Company") Statement regarding possible recommended offer The Board of Irish Continental Group plc, confirms that on 8 February 2007 itreceived an approach from Eamonn Rothwell and other senior members of managementof the Company (the "Management Team"), that may or may not lead to an offerbeing made for the Company. Following the approach from the Management Team, the Company constituted anindependent committee of the board of directors comprising John McGuckian,Bernard Somers and Peter Crowley (the "Independent Directors") who are beingadvised by NCB Corporate Finance. The executive directors of the company (namelyEamon Rothwell, Gearoid O'Dea and Tony Kelly) are conflicted from consideringthe offer because of their involvement with the Management Team. The ManagementTeam are being advised by Goodbody Corporate Finance. Should an announcement of a firm intention to make an offer be made pursuant toRule 2.5 of the Irish Takeover Panel Act, 1997, the proposed offer price of •18.50 per ICG unit (each unit comprising one ordinary share and three redeemablepreference shares) is at a level which the Independent Directors would intend torecommend to shareholders to accept. If the proposed offer is made, it is theCompany's intention not to declare any further redemption of redeemablepreference shares or any final dividend for the year ended 31 December 2006. However, shareholders should note that the possible offer, is subject to thecompletion of due diligence and certain other conditions including financing,and, consequently, while discussions with the Management Team are at a very advanced stage there can be no certainty that an offer will ultimately be forthcoming from the Management Team. The holder of 1% or more of any relevant securities in the Company may from thedate of this announcement have disclosure obligations under Rule 8.3 of theIrish Takeover Panel Act, 1997, Takeover Rules 2001 to 2005, as applied, withamendments by the European Communities (Takeover Bids (Directive 2004/25/EC))Regulations 2006. A further announcement will be made when appropriate. Enquiries NCB Corporate Finance Telephone +353 1 611 5611Liam BoothJonathan Simmons Goodbody Corporate Finance Telephone +353 1 667 0420Brian O'KellyFinbarr Griffin 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 the matterreferred to in this announcement and will not be responsible to anyone otherthan Irish Continental Group plc for providing the protections afforded toclients of NCB Corporate Finance Limited nor for providing advice in relation tothe matter referred to in this announcement. Goodbody Corporate Finance, which is authorised in Ireland by the FinancialRegulator under the Investment Intermediaries Act 1995, is acting exclusivelyfor the Management and their bidding vehicle ("Aella plc") and no one else inconnection with the Offer and will not be responsible to anyone other than theManagement and Aella plc for providing the protections afforded to customers ofGoodbody Corporate Finance or for providing advice in relation to the Offer thecontents of this announcement or any transaction or arrangement referred toherein. This information is provided by RNS The company news service from the London Stock Exchange