Revised Scheme Document

10 Sep 2007 17:33

Irish Continental Group PLC10 September 2007 10 September 2007 Irish Continental Group plc ("ICG" or the "Company") Revised scheme document regarding the recommended revised acquisition of ICG byAella plc posted to shareholders The Company announces that the document in relation to the recommended revisedacquisition for cash of the entire issued and to be issued share capital of ICGby Aella plc for cash consideration of €24.00 per ICG Unit (the "Revised SchemeDocument") was posted to ICG shareholders today. The Revised Scheme Document sets out details of various aspects of the revisedacquisition which require the approval of ICG shareholders at two reconvenedcourt meetings (the "Reconvened Court Meeting(s)") and a reconvenedextraordinary general meeting (the "Reconvened EGM") which will all take placeat The Clarion Hotel Dublin IFSC, International Financial Services Centre,Dublin 1 on 26 September 2007 with the reconvened first court meeting commencingat 2.30 pm, the reconvened second court meeting commencing at 2.45 pm (or assoon thereafter as the reconvened first court meeting has concluded or beenadjourned), and the Reconvened EGM commencing at 3.00 pm (or as soon thereafteras the reconvened second court meeting has concluded or been adjourned). The forms of proxy for the Reconvened Court Meetings and the Reconvened EGMrelating to the recommended revised acquisition which accompany the RevisedScheme Document sent to ICG shareholders should be returned to ComputershareInvestor Services (Ireland) Limited no later than 48 hours prior to thecommencement of the appropriate meeting. If the forms of proxy for theReconvened Court Meetings are not lodged 48 hours prior to the commencement ofthe meetings they may be handed to the chairman of the relevant Reconvened CourtMeeting before the start of that meeting. The completion and return of a form ofproxy for any of the meetings will not prevent ICG shareholders from attendingand voting at the meetings in person if they wish to do so. The Revised Scheme Document also contains notice for a second extraordinarygeneral meeting (the "Second EGM"), also to held at The Clarion Hotel DublinIFSC, International Financial Services Centre, Dublin 1 commencing at 3.15 pm,or if later immediately following the conclusion or adjournment of theReconvened EGM. The purpose of the Second EGM is to seek shareholder approvalfor certain amendments to the ICG 1988 Share Option Scheme, a full descriptionof which is provided in the Revised Scheme Document. Enquiries NCB Corporate Finance Telephone +353 1 611 5611Liam BoothJonathan SimmonsShane Lawlor Goodbody Corporate Finance Telephone +353 1 667 0420Brian O'KellyFinbarr GriffinDavid Kearney The directors of Irish Continental Group plc and Aella 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 or for providing advice in relation to the acquisition, thecontents of this announcement or any transaction or arrangement referred toherein. Goodbody Corporate Finance, which is authorised in Ireland by the FinancialRegulator under the Investment Intermediaries Act 1995, is acting exclusivelyfor Aella plc and no one else in connection with the acquisition and will not beresponsible to anyone other than Aella plc for providing the protectionsafforded to customers of Goodbody Corporate Finance or for providing advice inrelation to the acquisition, the contents of this announcement or anytransaction or arrangement referred to herein. This information is provided by RNS The company news service from the London Stock Exchange