Rule 2.9(a) Announcement - Further Irrevocable Undertakings Received
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
Disclosure under Rule 2.9(a) of the Irish Takeover Rules in respect of the
RECOMMENDED CASH OFFER
FOR
IRISH CONTINENTAL GROUP, PLC
BY
BLUEFIN BIDCO LIMITED
Further Irrevocable Undertakings Received
On 24 July 2026, the board of Bluefin Bidco Limited (“BidCo”) and the Independent Directors of Irish Continental Group, plc (“ICG”) made an announcement pursuant to Rule 2.7 of the Irish Takeover Rules (the “Announcement”) that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of ICG (the ”Offer”), to be implemented by means of a High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the “Scheme”).
The terms and conditions of the Offer were set out in the Announcement and in the circular in relation to the Scheme published on 5 August 2026 (the "Scheme Document").
Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the Scheme Document.
As set out the Announcement and the subsequent announcement published on 30 July 2026, BidCo had received:
- irrevocable undertakings from all of the Independent Directors on the Independent ICG Board who hold ICG Shares to vote in favour of the Scheme at the First Scheme Meeting and each of the EGM Resolutions to be proposed at EGM (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of 361,140 ICG Shares representing approximately 0.24% of the existing issued ordinary share capital of ICG;
- an irrevocable undertaking from Belfry, a party to a family trust, the beneficiaries of which are family members of John B. McGuckian, to vote (or procure the voting) in favour of the Scheme at the First Scheme Meeting and the EGM Resolutions at the EGM (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in respect of 4,441,610 ICG Shares representing approximately 3.0% of the existing issued ordinary share capital of ICG; and
- an irrevocable undertaking from John Gallagher to vote (or procure the voting) in favour of the Scheme at the First Scheme Meeting and the EGM Resolutions at the EGM (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in respect of 3,594,264 ICG Shares representing approximately 2.4% of the existing issued ordinary share capital of ICG.
BidCo has now received further irrevocable undertakings to vote (or procure the voting) in favour of the Scheme and each of the EGM Resolutions (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) from the participants in the Management Incentive Arrangement in respect of 1,017,409 ICG Shares (together, the “New Irrevocables”). Of the ICG Shares which are subject to the New Irrevocables, 767,893 are Excluded Shares which shall not be eligible to be voted at the Scheme Meetings. None of the shares subject to the New Irrevocables are eligible to be voted on the Rule 16 Resolution to be proposed at the EGM.
In total, therefore, BidCo has received irrevocable undertakings to vote (or procure the voting) in favour of:
- the Scheme at the First Scheme Meeting in respect of 8,397,014 ICG Shares, representing approximately 5.7% of the issued share capital of ICG;
- the Scheme at the Second Scheme Meeting in respect of 249,516 ICG Shares, representing approximately 0.2% of the issued share capital of ICG and 100% of the shares eligible to be voted at the Second Scheme Meeting;
- the Rule 16 Resolution to be proposed at the EGM in respect of 8,397,014 ICG Shares, representing approximately 5.7% of the issued share capital of ICG; and
- all EGM Resolutions other than the Rule 16 Resolution in respect of 9,414,423 ICG Shares, representing approximately 6.3% of the issued share capital of ICG.
In each case as at close of business on 5 August 2026 (being the last Business Day prior to the date of this Announcement).
Enquiries
| Bluefin Bidco Limited Eamonn Rothwell David Ledwidge | +353 1 607 5628 |
| Goodbody (Financial Adviser to BidCo) Finbarr Griffin Stephen Kane William Hall Shane Connor Joe Gill | +353 1 667 0420 |
Important Notices
The BidCo Directors and the MBO Team accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the BidCo Directors and the MBO Team (who, in each case, have taken all reasonable care to ensure that this is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Goodbody Stockbrokers UC (“Goodbody”) is authorised and regulated by the Central Bank of Ireland and in the United Kingdom, Goodbody is authorised and regulated by the FCA. Goodbody is acting exclusively for BidCo as financial adviser and no one else in connection with the Acquisition and other matters set out in this announcement and shall not be responsible to anyone other than the BidCo for providing the protections afforded to clients of Goodbody, nor for providing advice in connection with the Acquisition, the content of this announcement or any matter or arrangement referred to herein. Neither Goodbody nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goodbody in connection with this announcement, the Acquisition, any statement contained herein or otherwise.
No Offer or Solicitation
This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Documents), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Documents).
This announcement does not constitute a prospectus or a prospectus equivalent document.
Disclosure requirements of the Irish Takeover Rules
Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of ICG must make an 'opening position disclosure' by no later than 3.30pm (Irish time) on the tenth ‘business day’ following the commencement of the ‘offer period’. An 'opening position disclosure' must contain the details specified in Rule 8.6(a) of the Irish Takeover Rules, including details of the person's interests and short positions in any 'relevant securities' of ICG. Relevant persons who deal in any 'relevant securities' of ICG prior to the deadline for making an 'opening position disclosure' must instead make a dealing disclosure as described below.
Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of ICG must disclose all 'dealings' in such 'relevant securities' during the 'offer period'. The disclosure of a 'dealing' in 'relevant securities' by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (Irish time) on the business day following the date of the relevant transaction. This requirement will continue until the 'offer period' ends. If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of the offeree company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned and of the person's interests and short positions in any 'relevant securities' of ICG.
All 'dealings' in 'relevant securities' of ICG by a bidder, or by any party Acting in Concert with a bidder, must also be disclosed by no later than 12 noon (Irish time) on the 'business' day following the date of the relevant transaction. If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire for one or more of them an interest in relevant securities, they will be deemed to be a single person for these purposes.
Disclosure tables, giving details of the companies in whose 'relevant securities' 'opening positions' and 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
'Interests' in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing or opening position under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.
Publication on website
Pursuant to Rule 26.1 of the Irish Takeover Rules, this announcement will be made available on ICG’s website (www.icg.ie) by no later than 12:00 noon on the Business Day following the date of this announcement.
Neither the content of any such website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into, or forms part of, this announcement.
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