Bluefin Bidco Limited - Form 8.1 (Opening Position Disclosure) - Irish Continental Group plc
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FORM 8.1(a) & (b)
(Opening Position Disclosure)
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE
1. KEY INFORMATION
| (a) Full name of discloser: | Bluefin Bidco Limited, a newly-incorporated company wholly-owned by Bluefin IOM Topco Limited |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | Eamonn Rothwell, David Ledwidge, Andrew Sheen and Declan Freeman and their affiliates and persons connected with them (within the meaning of the Companies Act 2014 as amended) |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Irish Continental Group, plc |
| (d) Is the discloser the offeror or the offeree? | OFFEROR |
| (e) Date position held: The latest practicable date prior to the disclosure | 9 August 2026 |
| (f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” | N/A |
2. INTERESTS AND SHORT POSITIONS
If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
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Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)
| Class of relevant security: (Note 2): the ordinary shares of €0.065 each in the capital of Irish Continental Group, plc | ||||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 35,253,902 | 23.7% | 0 | 0 |
| (2) Cash-settled derivatives: | 0 | 0 | 0 | 0 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell: | 1,973,500 unvested options granted under the ICG Performance Share Plan approved on 17 May 2017 | 0 | 0 | 0 |
| Total: | 37,227,402 | 23.7% | 0 | 0 |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3. INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE
Details of any interests and short positions (including directors’ and other employee options) of any person acting in concert with the party making the disclosure:
Goodbody Stockbrokers UC is acting as financial adviser to the offeror and as such is a party acting in concert with the offeror. Details of interests and short positions are provided below.
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 73,505 | 0.05% | 0 | 0 |
| (2) Cash-settled derivatives: | 0 | 0 | 0 | 0 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell: | 0 | 0 | 0 | 0 |
| Total: | 73,505 | 0.05% | 0 | 0 |
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
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- OTHER INFORMATION
- Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: |
| Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” |
| On 24 July 2026, Bluefin Bidco Limited entered into put and call option agreements with each of David Ledwidge, Declan Freeman and Andrew Sheen in respect of certain ICG shares beneficially held by them pursuant to the ICG Clog Schemes (as defined in the Scheme Document published on 5 August 2026 relating to the Offeror’s offer to acquire the Offeree). These shares (being 1,976,399 shares in total) may be acquired by Bluefin Bidco Limited in accordance with the terms of those agreements on a share for share basis at a value equal to the cash consideration payable pursuant to the Scheme of Arrangement, being €8.00 per share. |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
| None |
(c) Attachments
| Is a Supplemental Form 8 attached? | YES/NO |
| | No |
| Date of disclosure: | 10 August 2026 |
| Contact name: | David Ledwidge |
| Telephone number: | +353 1 607 5628 |
Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.
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NOTES ON FORM 8.1(a) and (b)
1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.
2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
3. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
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