Offer Update

Irish Continental Group PLC 03 August 2007 3 August 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 the terms of a recommended acquisition for cash of the entire issued and to be issued share capital of ICG by Moonduster for cash consideration of €22.00 per ICG Unit to be implemented by means of a scheme of arrangement (the 'Moonduster Offer'). Moonduster controls the voting of, approximately 20.38 per cent. of the issued share capital of the Company. On 20 June 2007, Aella plc ('Aella') announced that Eamonn Rothwell, chairman of Aella and also Chief Executive Officer of ICG, acquired 1,750,200 ICG Units, representing 7.40 per cent. of the issued share capital of ICG, at a price of €22.00 per ICG Unit. Accordingly, Aella confirmed that the cash consideration under the Aella Offer, to be implemented by means of a scheme of arrangement, will be increased to €22.00 per ICG Unit. Aella and its concert parties have an interest in approximately 19.14 per cent. of the issued share capital of the Company. Since 20 June 2007 it has been the belief of the Independent Directors that neither the Moonduster Offer nor the Aella Offer will be capable of implementation without the support of the other party. Between 20 June 2007 and 19 July 2007 the Independent Directors initiated and supported the engagement which took place between representatives of Moonduster and Aella in order to establish whether there could be an offer level at a price per ICG Unit from either Moonduster or Aella which the other party would accept. With no meaningful progress having been achieved from these efforts the Independent Directors, on 19 July 2007, wrote to both Moonduster and Aella requesting them to confirm to the Independent Directors the highest price per ICG 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 their own offer, was made. Moonduster confirmed that it would not vote in favour of the Aella Offer to acquire the Company for €22.00 per ICG Unit. Moonduster controls the voting rights to approximately 20.38 per cent. of the issued share capital of the Company and this represents sufficient voting rights to block the Aella Offer and consequently, without Moonduster's support the Aella Offer is not capable of implementation. Aella confirmed that it, and its concert parties, would not vote in favour of the Moonduster Offer to acquire the Company for €22.00 per ICG Unit. Aella and its concert parties have an interest in approximately 19.14 per cent. of the issued share capital of the Company. Consequently, in the absence of Aella's support, the Moonduster Offer does not have sufficient certainty of execution and is effectively incapable of implementation. As a consequence of the confirmations received from both Moonduster and Aella that neither party was willing to support the other party's offer at its current level, if brought before the shareholders of ICG, the Aella Offer is not capable of implementation and the Moonduster Offer is effectively incapable of implementation. Furthermore, neither Moonduster nor Aella confirmed the highest price per ICG Unit which they are willing to offer to acquire the Company. The offer period for the Company commenced almost five months ago on 8 March 2007. As time has elapsed, the Independent Directors have become increasingly concerned as to protect and act in the best interests of all shareholders of the Company by ensuring that there is a timely and efficient resolution to the ongoing uncertainty concerning the future ownership of the Company. The Independent Directors are particularly mindful that as the offer period continues there is an increasing risk that the Company is likely to be hindered in the conduct of its affairs while at the same time there being no guarantee of resolving the current uncertainty surrounding the Company's future ownership. As such on 31 July 2007, following receipt of the aforementioned confirmations from both Moonduster and Aella, the Independent Directors announced that they would consult with the Irish Takeover Panel (the 'Panel') in order for the Independent Directors to determine the most appropriate manner of seeking to resolve the current uncertainty surrounding the future ownership of the Company. The Independent Directors believe that between 20 June 2007 and 31 July 2007, there has been sufficient time for Moonduster and Aella to have either reached agreement on a level of offer from either party which the other would accept or for either Moonduster or Aella to have made a higher offer such that it would have an increased certainty of execution and likelihood of implementation. No progress has been made in either of these regards. The Independent Directors are also aware that a third party has acquired a significant interest in the Company through contract for differences (CFD) instruments at prices significantly above €22.00 per ICG Unit but this party has not yet indicated its intentions towards the Company to the Independent Directors. Accordingly, having consulted with the Panel, it is the current intention of the Independent Directors that, in the absence of any further material development, they will, by no later than 5.00 p.m. on 17 August 2007, terminate discussions with both Moonduster and Aella and withdraw from each offer. In the event that the Independent Directors take this action the current offer period will be brought to an end. In the event that the Moonduster Offer and the Aella Offer are withdrawn or do not become effective then, except with the consent of the Panel, both Moonduster and Aella will be precluded from announcing or making an offer for the Company for 12 months thereafter. Furthermore, the Company may be required to make payments to both Moonduster and Aella under the terms of their respective Expense Reimbursement Agreements of up to in aggregate approximately €11.2 million. Shareholders should note that there is no guarantee that an offer with an improved certainty of execution will be forthcoming between now and 5.00 p.m. on 17 August 2007. A further announcement will follow in due course and in any event by no later than 6.00 p.m. on 17 August 2007. 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 responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. NCB Corporate Finance Limited, which is authorised in Ireland by the Financial Regulator under the Investment Intermediaries Act 1995, is acting exclusively for Irish Continental Group plc and no one else in connection with the acquisition and will not be responsible to anyone other than Irish Continental Group plc for providing the protections afforded to clients of NCB Corporate Finance 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
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