Revised Aella Offer
Irish Continental Group PLC
20 August 2007
Not for release, publication or distribution, in whole or in part, in, into or
from a Restricted Jurisdiction
20 August 2007
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RECOMMENDED REVISED ACQUISITION FOR CASH OF IRISH CONTINENTAL GROUP PLC
BY AELLA PLC BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER SECTION 201 OF THE COMPANIES ACT, 1963
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Summary
* The Board of Aella and the Independent Board of ICG are pleased to announce
that they have reached agreement on the terms of a recommended revised
acquisition for cash of the entire issued and to be issued share capital of ICG
by Aella by means of a scheme of arrangement under Section 201 of the Companies
Act, 1963. The Board of Aella is advised by Goodbody Corporate Finance.
* Under the terms of the Revised Acquisition and Scheme, ICG Shareholders will
be entitled to receive €24.00 per ICG Unit in Cash Consideration. The Cash
Consideration values the entire issued and to be issued share capital of ICG at
approximately €611.8 million.
* The consideration for the Revised Acquisition will comprise the Cash
Consideration (which incorporates a Partial Loan Note Alternative). There is
also an opportunity to elect for a Redeemable Preference Share Alternative.
* The Revised Acquisition is not subject to the same level of conditionality as
the firm intention to make an offer announced by Moonduster on 14 June 2007,
namely, the Revised Acquisition and Scheme are not conditional upon Competition
Authority approvals.
* The Cash Consideration represents a premium of approximately:
o 9.1 per cent. to the acquisition price of €22.00 per ICG Unit announced by
Moonduster on 14 June 2007;
o 29.7 per cent. to the offer proposed by Aella in the Original Announcement;
o 53.8 per cent. to the closing share price on 7 March 2007, being the last date
prior to the commencement of the Offer Period;
o 72.7 per cent. to the share price on 1 January 2007, compared to a fall in the
ISEQ index of 13.8 per cent. and a fall in the FTSE 350 index of 2.8 per cent.
over the same period;
o 76.2 per cent. to the average share price over the six months preceding 8
March 2007 of €13.62;
o 124.3 per cent. to the share price on 8 September 2006, six months prior to
the commencement of the Offer Period.
* Partial Loan Note Alternative to the Cash Consideration
The Partial Loan Note Alternative will be made available to ICG Shareholders and
ICG Optionholders, who may elect to receive loan notes with a compound interest
of 19 per cent. per annum instead of all or any part of the Cash Consideration
to which they would otherwise be entitled under the terms of the Revised
Acquisition. The Partial Loan Note Alternative shall be subject to scaling down
in the event, and to the extent that, ICG Shareholders and ICG Optionholders
elect to receive in aggregate more than €88 million Loan Notes.
The Partial Loan Note Alternative will not be available in the Restricted
Jurisdictions and ICG Shareholders will not be permitted to make an election for
the Partial Loan Note Alternative from any of the Restricted Jurisdictions. No
ICG Shareholder will be entitled to require Loan Notes to be posted to an
address in any of the Restricted Jurisdictions and no ICG Shareholder will be
entitled to require Loan Notes to be registered in his/her name with an address
in any of the Restricted Jurisdictions.
* Recommendation of the Independent Board
The Independent Board, which has been so advised by NCB Corporate Finance,
considers the terms of the Revised Acquisition to be fair and reasonable. In
providing its advice, NCB Corporate Finance has taken into account the
commercial assessments of the Independent Board. Accordingly, the Independent
Board intends unanimously to recommend to ICG Shareholders to vote in favour of
the Revised Acquisition and Scheme, as the members of the Independent Board who
hold ICG Units intend to irrevocably undertake (subject to certain exceptions)
to do so by midday today in respect of their own beneficial holdings, amounting
to, in aggregate 47,354 ICG Units, which represents approximately 0.2 per cent.
of the issued share capital of ICG.
Following the date of this announcement, the recommendation of the Independent
Directors to the ICG Shareholders to vote in favour of the Revised Acquisition
and Scheme will only be withdrawn or cease to apply in the event that (i) the
Revised Acquisition and Scheme lapse or are withdrawn or the Scheme does not
become effective by 31 October 2007 (or such later date as Aella and the
Independent Directors agree); (ii) a competing offer for ICG is announced which
entitles ICG Shareholders to cash consideration or a Cash Equivalent in excess
of €25.50 per ICG Unit; or, (iii) any of the resolutions proposed at the Court
Meetings or the EGM immediately following the Court Meetings, notice of which
will be set out in the Revised Scheme Document, are not passed in accordance
with their terms.
The Independent Board does not intend to make any recommendation in respect of
either the Partial Loan Note Alternative or the Redeemable Preference Share
Alternative.
* The making of the Revised Acquisition and the Scheme remain subject to the
Conditions, as amended in Appendix I.
* Aella is owned by Adonia Aella, which is owned and controlled by the MBO Team,
who in total own or, through contracts for difference, have an economic interest
in 4,065,080 ICG Units representing approximately 17.2 per cent. of the issued
share capital of ICG and who have irrevocably committed to vote in favour of the
Revised Acquisition and Scheme the 3,329,080 ICG Units which they beneficially
hold, representing approximately 14.1 per cent. of the issued share capital of
ICG. In addition, the MBO Team hold 1,267,500 options over ICG Units. These
options together with the ICG Units in respect of which the members of the MBO
Team hold an economic interest represent 20.9 per cent. of the issued and to be
issued share capital of ICG. The members of the MBO Team are Eamonn Rothwell,
Garry O'Dea, Tony Kelly, John Reilly and Tom Corcoran.
Commenting on the Revised Acquisition on behalf of the Independent Board, the
Chairman of ICG, Mr John B. McGuckian, said:
'The Revised Acquisition represents a further uplift in value available to all
our Shareholders. At €24.00 the Revised Acquisition is the highest offer made to
all ICG Shareholders and is €2 higher than the proposed Moonduster offer of 14
June and €5.50 higher than the original Aella offer. The Independent Directors
are pleased to recommend the revised Aella offer of €24.00, being the highest
offer to all our Shareholders.'
This summary should be read in conjunction with the full text of the following
announcement. Appendix III to the following announcement contains definitions of
certain terms used in this summary and the following announcement.
Enquiries:
Aella plc
Eamonn Rothwell Tel: +353 (0) 1 855 2222
Garry O'Dea Tel: +353 (0) 1 855 2222
Goodbody Corporate Finance Tel: +353 (0) 1 667 0420
Brian O'Kelly
Finbarr Griffin
David Kearney
Q4 Public Relations
Gerry O'Sullivan Tel: +353 (0) 1 475 1444
Irish Continental Group plc
Independent Board
John B. McGuckian Tel: +353 (0) 1 855 2222
NCB Corporate Finance Tel: +353 (0) 1 611 5611
Liam Booth
Jonathan Simmons
Shane Lawlor
Drury Communications Tel: +353 (0) 1 260 5000
Billy Murphy
The directors of ICG accept responsibility for the information contained in this
announcement, other than that relating to the recommendation and related
opinions of the Independent Board and other than the information contained in
this announcement relating to Aella and/or Adonia Aella and to the participation
of the MBO Team (or any members thereof) in, or their arrangements with, Aella
and/or Adonia Aella. The directors of Aella accept responsibility for the
information contained in this announcement relating to Aella and/or Adonia Aella
and to the participation of the MBO Team (or any members thereof) in, or their
arrangements with, Aella and/or Adonia Aella. To the best of the knowledge and
belief of the directors of Aella (who have taken all reasonable care to ensure
that such 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.
The Independent Board accepts responsibility for the recommendation and the
related opinions of the Independent Board contained in this announcement. To the
best of the knowledge and belief of the directors of ICG and the Independent
Board (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they respectively accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Goodbody Corporate Finance, which is authorised in Ireland by the Financial
Regulator under the Investment Intermediaries Act 1995, is acting exclusively
for Aella and no one else in connection with the Revised Acquisition and will
not be responsible to anyone other than Aella for providing the protections
afforded to customers of Goodbody Corporate Finance or for providing advice in
relation to the Revised Acquisition the contents of this announcement or any
transaction or arrangement referred to herein.
NCB Corporate Finance Limited, which is authorised in Ireland by the Financial
Regulator under the Investment Intermediaries Act 1995, is acting exclusively
for ICG and no one else in connection with the Revised Acquisition and will not
be responsible to anyone other than ICG for providing the protections afforded
to customers of NCB Corporate Finance or for providing advice in relation to the
Revised Acquisition, the contents of this announcement or any transaction or
arrangement referred to herein.
The full text of the Conditions are set out in Part V of the Scheme Document as
amended by Appendix I to this announcement.
This announcement does not constitute an offer to purchase, sell, subscribe or
exchange or the solicitation of an offer to purchase, sell, subscribe or
exchange any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Revised Acquisition or otherwise.
The distribution of this announcement in or into certain jurisdictions may be
restricted by the laws of those jurisdictions. Accordingly, copies of this
announcement and all other documents relating to the Revised Acquisition are not
being, and must not be, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians) should
observe these restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
Any response in relation to the Revised Acquisition should be made only on the
basis of the information contained in the Scheme Document, this announcement,
the Revised Scheme Document or any further document by which the Revised
Acquisition and Scheme are made.
The securities to be issued pursuant to the Revised Acquisition under the
Partial Loan Note Alternative and the Redeemable Preference Share Alternative
will be issued pursuant to the exemption from the registration requirements of
the U.S. Securities Act of 1933, as amended (the 'Securities Act'), provided by
Section 3(a)(10) thereof, and have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States. In
order to qualify for the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10), there must be a hearing on the
fairness of the Scheme's terms and conditions to the ICG Shareholders, which all
the ICG Shareholders are entitled to attend in person or through representatives
to oppose the sanctioning of the Scheme by the High Court, and with respect to
which notification will be given to all the ICG Shareholders. The High Court's
attention is drawn to the fact that, for the purpose of qualifying for the
exemption from the registration requirements of the Securities Act provided by
Section 3(a)(10), Aella intends to rely on the High Court's hearing to sanction
the Scheme.
This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Revised Acquisition, ICG, Aella and Adonia Aella. Generally, the words 'will',
'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes',
'expects', 'intends', 'anticipates', 'estimates' or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such a future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Aella assumes no obligation in respect of, nor
intends to update these forward-looking statements, except as required pursuant
to applicable law.
This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.
Any person who is a holder of one per cent. or more of the ICG Units may have
disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective
from the date of the commencement of the Offer Period.
Not for release, publication or distribution, in whole or in part, in, into or
from a Restricted Jurisdiction
20 August 2007
RECOMMENDED REVISED ACQUISITION FOR CASH OF IRISH CONTINENTAL GROUP PLC
BY AELLA PLC BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER SECTION 201 OF THE COMPANIES ACT, 1963
1. Introduction
The Board of Aella, which has been advised by Goodbody Corporate Finance, and
the Independent Board of ICG are pleased to announce that they have reached
agreement on the terms of a recommended revised acquisition for cash of the
entire issued and to be issued share capital of ICG by Aella by means of a
scheme of arrangement under Section 201 of the Companies Act, 1963. The
consideration for the Revised Acquisition will comprise the Cash Consideration
(which incorporates a Partial Loan Note Alternative). There will also be an
opportunity to elect for a Redeemable Preference Share Alternative.
The Independent Board, which has been so advised by NCB Corporate Finance,
considers the terms of the Revised Acquisition to be fair and reasonable. In
providing its advice, NCB Corporate Finance has taken into account the
commercial assessments of the Independent Board. Accordingly, the Independent
Board intends unanimously to recommend to ICG Shareholders to vote in favour of
the Revised Acquisition and Scheme, as the members of the Independent Board who
hold ICG Units intend to irrevocably undertake to do so by midday today in
respect of their own beneficial holdings, amounting to, in aggregate 47,354 ICG
Units, which represents approximately 0.2 per cent. of the issued share capital
of ICG.
Following the date of this announcement, the recommendation of the Independent
Directors to the ICG Shareholders to vote in favour of the Revised Acquisition
and Scheme will only be withdrawn or cease to apply in the event that (i) the
Revised Acquisition and Scheme lapse or are withdrawn or the Scheme does not
become effective by 31 October 2007 (or such later date as Aella and the
Independent Directors agree); (ii) a competing offer for ICG is announced which
entitles ICG Shareholders to cash consideration or a Cash Equivalent in excess
of €25.50 per ICG Unit; or, (iii) any of the resolutions proposed at the Court
Meetings or the EGM immediately following the Court Meetings, notice of which
will be set out in the Revised Scheme Document, are not passed in accordance
with their terms.
The Independent Board does not intend to make any recommendation in respect of
either the Partial Loan Note Alternative or the Redeemable Preference Share
Alternative.
The Revised Acquisition and Scheme will be subject to the Conditions, as amended
in Appendix I. Aella is owned by Adonia Aella, which is owned and controlled by
the MBO Team, who in total own or, through contracts for differences, have an
economic interest in 4,065,080 ICG Units representing approximately 17.2 per
cent. of the issued share capital of ICG and who have irrevocably committed to
vote in favour of the Revised Acquisition and Scheme the 3,329,080 ICG Units
which they beneficially hold, representing approximately 14.1 per cent. of the
issued share capital of ICG. In addition, the MBO Team hold 1,267,500 options
over ICG Units. These options together with the ICG Units in respect of which
the members of the MBO Team hold an economic interest represent 20.9 per cent.
of the issued and to be issued share capital of ICG. The members of the MBO Team
are Eamonn Rothwell, Garry O'Dea, Tony Kelly, Tom Corcoran and John Reilly.
Certain terms used in this announcement are defined in Appendix III to this
announcement.
2. The Cash Consideration
The Cash Consideration represents:
for each ICG Unit €24.00 in cash
The Cash Consideration values the entire issued and to be issued share capital
of ICG at approximately €611.8 million.
The Cash Consideration represents a premium of approximately:
o 9.1 per cent. to the acquisition price of €22.00 per ICG Unit announced by
Moonduster on 14 June 2007;
o 29.7 per cent. to the offer proposed by Aella in the Original Announcement;
o 53.8 per cent. to the closing share price on 7 March 2007, being the last date
prior to the commencement of the Offer Period;
o 72.7 per cent. to the share price on 1 January 2007, compared to a fall in the
ISEQ index of 13.8 per cent. and a fall in the FTSE 350 index of 2.8 per cent.
over the same period;
o 76.2 per cent. to the average share price over the six months preceding 8
March 2007 of €13.62;
o 124.3 per cent. to the share price on 8 September 2006, six months prior to
the commencement of the Offer Period.
3. The Partial Loan Note Alternative to the Cash Consideration
A Partial Loan Note Alternative to the Cash Consideration will be made available
to ICG Shareholders who may elect to receive Loan Notes with a compound interest
rate of 19 per cent. per annum in respect of all or any part of their holdings
of ICG Units. The Loan Notes may not be repaid without the consent of the Senior
Lenders. The Loan Notes may not be repaid before the second anniversary of their
issue and the 19 per cent. coupon will be rolled over on a compound basis and
will be payable on redemption.
ICG Shareholders will be entitled to elect to receive Loan Notes to be issued on
the following basis:
for every €1 of Cash Consideration a Loan Note of €1
The Loan Notes, which will be issued by Aella, will be governed by the laws of
Ireland, will be unsecured subordinated obligations of Aella, will not be
guaranteed as to the payment of principal and the coupon and will be issued,
credited as fully paid, in amounts and integral multiples of €1. For the
purposes of providing for the subordination of the Loan Notes to the interests
of the Senior Lenders under the Bank Facilities, the Loan Notes will be issued
to a nominee who will hold the Loan Notes on behalf of the relevant ICG
Shareholders subject to the terms of the Intercreditor Agreement.
The Loan Notes will be non-transferable and no application will be made for them
to be listed or dealt in on any stock exchange.
To the extent that elections for Loan Notes are received in excess of €88
million, they will be scaled down, as nearly as practicable, pro rata to all
valid elections received (from ICG Shareholders and ICG Optionholders). Assuming
all ICG Shareholders and ICG Optionholders elected to receive Loan Notes in
respect of their entire holding of ICG Units, ICG Shareholders and ICG
Optionholders would be entitled to receive Loan Notes in respect of
approximately 17.6 per cent. of their ICG Units on the basis that the MBO Team
do not intend to accept the Partial Loan Note Alternative.
In the event of elections having to be scaled down, those ICG Shareholders or
ICG Optionholders who have validly elected to receive Loan Notes will instead
receive the Cash Consideration in lieu of the Loan Notes they would have
received had such elections not been scaled down.
The Partial Loan Note Alternative will not be available in the Restricted
Jurisdictions and ICG Shareholders will not be permitted to make an election for
the Partial Loan Note Alternative from any of the Restricted Jurisdictions. No
ICG Shareholder will be entitled to require Loan Notes to be posted to an
address in any of the Restricted Jurisdictions and no ICG Shareholder will be
entitled to require Loan Notes to be registered in his/her name with an address
in any of the Restricted Jurisdictions.
The Independent Board does not intend to make any recommendation in respect of
the Partial Loan Note Alternative.
Further details of the Loan Notes and the Partial Loan Note Alternative are
contained in the Scheme Document.
4. Background to and Reasons for the Revised Acquisition
On 20 March 2007, Aella made an offer of €18.50 per ICG Unit for the entire
issued and to be issued share capital of ICG to be implemented by means of a
scheme of arrangement under Section 201 of the Companies Act, 1963.
On 14 June 2007, Moonduster announced a firm intention to make a recommended
offer for cash for the entire issued and to be issued share capital of ICG of
€22.00 per ICG Unit.
On 20 June 2007, Eamonn Rothwell acquired an interest in 1,750,200 ICG Units
(including 736,000 ICG Units via contracts for difference) at €22.00 per ICG
Unit.
Since 20 June 2007 it has been the belief of the Independent Directors that
neither the Moonduster Offer nor the Aella Offer, both at a price of €22.00 per
ICG Unit, would 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. 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.
The Offer Period commenced more than five months ago on 8 March 2007. As time
elapsed, the Independent Directors became increasingly concerned as to protect
and act in the best interests of all shareholders of the Company by ensuring
that there was a timely and efficient resolution to the ongoing uncertainty
concerning the future ownership of the Company. The Independent Directors were
particularly mindful that as the offer period continued there was an increasing
risk that the Company was 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 Panel in order for the Independent Directors to determine
the most appropriate manner of seeking to resolve the ongoing uncertainty
surrounding the future ownership of the Company.
The Independent Directors announced on 3 August 2007 that having consulted with
the Panel, it was their current intention that, in the absence of any further
material development, they would, by no later than 5.00 p.m. on 17 August 2007,
terminate discussions with both Moonduster and Aella and withdraw from each
offer and in the event that the Independent Directors took this action the
current offer period would be brought to an end.
Immediately prior to the deadline of 5.00 p.m. on 17 August 2007, the
Independent Directors received a letter from Aella setting out the basis on
which it would make an offer at €24.00 per ICG Unit. By the deadline of 5.00p.m.
on 17 August 2007 no proposal was received from Moonduster to increase its
proposed offer of €22.00 per ICG Unit. Consequently, the Independent Directors
are withdrawing their intention to recommend that the ICG Shareholders vote in
favour of the proposed Moonduster offer.
The Independent Board, which has been so advised by NCB Corporate Finance,
considers the terms of the Revised Acquisition to be fair and reasonable. In
providing its advice, NCB Corporate Finance has taken into account the
commercial assessments of the Independent Board. Accordingly, the Independent
Board intends unanimously to recommend to ICG Shareholders to vote in favour of
the Revised Acquisition and Scheme, as the members of the Independent Board who
hold ICG Units have irrevocably undertaken (subject to certain exceptions) to do
in respect of their own beneficial holdings, amounting to, in aggregate 47,354
ICG Units, which represents approximately 0.2 per cent. of the issued share
capital of ICG.
Following the date of this announcement, the irrevocable undertakings granted by
the Independent Directors will cease to be binding on the Independent Directors,
and the recommendation of the Independent Directors to ICG Shareholders to vote
in favour of the Revised Acquisition and Scheme will only be withdrawn or cease
to apply in the event that (i) the Revised Acquisition and Scheme lapse or are
withdrawn or the Scheme does not become effective by 31 October 2007 (or such
later date as Aella and the Independent Directors agree); (ii) a competing offer
for ICG is announced which entitles ICG Shareholders to cash consideration or a
Cash Equivalent in excess of €25.50 per ICG Unit; or, (iii) any of the
resolutions proposed at the Court Meetings or the EGM immediately following the
Court Meetings, notice of which will be set out in the Revised Scheme Document,
are not passed in accordance with their terms.
The Independent Board has considered a number of factors in recommending the
Revised Acquisition including:
o the Cash Consideration of €24.00 per ICG Unit is the highest offer made to all
ICG Shareholders;
o the Cash Consideration is higher than the Cash Consideration under the
proposed Moonduster Offer and the previous Aella Offer;
o the Revised Acquisition is not subject to the same level of conditionality as
the proposed Moonduster offer. In particular, the Revised Acquisition is not
subject to approval from the Competition Authority and as a result of the lower
level of conditionality, the time period for completion of the Revised
Acquisition will be shorter than that for the proposed Moonduster Offer;
o the considerable period of time which has elapsed since the commencement of
the Offer Period on 8 March 2007;
o with the exception of Aella and Moonduster, no other party has approached the
Independent Directors with regard to making an offer to all ICG Shareholder to
acquire the Company prior to the commencement of the Offer Period or during the
Offer Period;
o since 20 June 2007, the date on which Aella confirmed that the Cash
Consideration payable under the Aella Offer had been increased to €22.00 per ICG
Unit the ISEQ index has declined by 15.5 per cent; and
o whilst the current market price per ICG Unit is at a level above €24.00 no
offer has been made to our Shareholders at these levels.
5. The Revised Acquisition and the Scheme
The Revised Acquisition will be effected by means of a scheme of arrangement
between ICG and ICG Shareholders under section 201 of the Act. Under the Scheme
(which will be subject to the Conditions, as amended by Appendix Ito this
announcement) ICG Shareholders will receive the Cash Consideration unless they
elect for the Partial Loan Note Alternative (which will not be available to ICG
Shareholders who elect for the Redeemable Preference Share Alternative) or the
Redeemable Preference Share Alternative (described in paragraph 6 below).
The Scheme of Arrangement is an arrangement made between ICG and ICG
Shareholders under Section 201 of the Act, subject to the approval of the High
Court. If the Scheme becomes effective, all ICG Units will be cancelled pursuant
to Sections 72 and 74 of the Act with the exception of seven ICG Units held by
seven nominees and those ICG Units held by ICG Shareholders electing for the
Redeemable Preference Share Alternative. ICG will then issue new ICG shares to
Aella in place of the ICG Units cancelled pursuant to the Scheme and Aella will
pay the consideration for the Revised Acquisition to former ICG Shareholders.
Redeemable Preference Shares will be issued by Aella to those who have elected
for the Redeemable Preference Share Alternative in exchange for their ICG Units.
As a result of these arrangements, ICG will become a wholly owned subsidiary of
Aella.
Any ICG Units acquired pursuant to the Revised Acquisition will be acquired
fully paid or credited as fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights now and
hereafter attaching thereto, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any) declared, made
or paid on or after the date of this announcement.
To become effective, the Scheme requires, amongst other things, the approval at
the Court Meetings of a majority in number of ICG Shareholders, present and
voting either in person or by proxy, representing three-fourths (75 per cent.)
or more in value of the ICG Shares held by such holders, as well as the approval
by ICG Shareholders of resolutions relating to the implementation of the Scheme
at an EGM to be held directly after the Court Meetings.
Assuming the necessary approvals from the ICG Shareholders have been obtained
and all Conditions have been satisfied or (where applicable) waived, the Scheme
will become effective upon delivery to the Registrar of Companies of a copy of
the Court Order of the High Court sanctioning the Scheme together with the
minute required by Section 75 of the Act and registration of such order by him.
Upon the Scheme becoming effective, it will be binding on all ICG Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or
the Extraordinary General Meeting.
The Revised Acquisition is conditional on the Scheme becoming effective. The
implementation of the Scheme is conditional, amongst other things, upon:
• the Scheme becoming effective by not later than 31 October 2007 or such later
date as Aella, ICG and the High Court may agree, failing which the Scheme will
lapse;
• the approval at the First Court Meeting of a majority in number of ICG
Shareholders (other than the Aella Class Shareholders) at the Voting Record
Time, present and voting, either in person or by proxy, representing
three-fourths or more in value of the ICG Units held by such Shareholders;
• the approval at the Second Court Meeting of a majority in number of the Aella
Class Shareholders at the Voting Record Time, present and voting, either in
person or by proxy, representing three-fourths or more in value of the ICG Units
held by such holders;
• the passing of such resolutions in connection with and/or as are required to
approve or implement the Scheme at the Extraordinary General Meeting;
• the sanction of the Scheme and confirmation of the reduction of capital
involved therein by the High Court and the delivery of an office copy of the
Court Order and the minute required by Section 75 of the Act to the Registrar of
Companies and the registration of such Court Order by him; and
• the conditions that are not otherwise identified above being satisfied or
waived on or before the sanction of the Scheme by the High Court pursuant to
Section 201 of the Act.
The Revised Scheme Document will be sent to ICG Shareholders which will, amongst
other things, include details of the Revised Acquisition and Scheme, expected
timetable for implementation and the actions to be taken by the ICG
Shareholders.
It is expected that the Revised Acquisition and Scheme will become effective
during the course of October 2007.
ICG Shareholders who have already completed and returned forms of proxy and a
Form of Election in relation to the Scheme should note that such forms no longer
have any effect in relation to the Scheme. ICG Shareholders should complete and
return revised forms of proxy and, if appropriate, a revised Form of Election,
such revised forms to accompany the Revised Scheme Document when posted to ICG
Shareholders.
6. Redeemable Preference Share Alternative
ICG Shareholders will be entitled to elect to receive Redeemable Preference
Shares to be issued by Aella in exchange for all of their ICG Units, instead of
or in addition to the Cash Consideration to which they would otherwise be
entitled under the terms of the Revised Acquisition. ICG Shareholders will
therefore be entitled to elect to receive part of the consideration as Cash
Consideration and/or Loan Notes and part in the form of the Redeemable
Preference Shares.
The Redeemable Preference Share Alternative will be made available on the
following basis:
for each ICG Unit a Redeemable Preference Share of €0.0001
Each Redeemable Preference Share will be issued credited as fully paid in the
amount of €24.00 per share (the 'Paid-Up Amount'). No application will be made
for the Redeemable Preference Shares to be listed or dealt in on any stock
exchange and they will be non-transferable. The Redeemable Preference Shares
will carry no voting rights and will be governed by the laws of Ireland.
The Redeemable Preference Shares will carry a coupon of 3 per cent. per annum on
their Paid-Up Amount. Such coupon will be rolled-up and payable only on a
redemption of the Redeemable Preference Shares (if such a redemption is
permitted pursuant to the Intercreditor Agreement). Such a redemption may take
place from five years from the date of issue or if the board of Aella so
determines, earlier.
Subject to the Bank Facilities being repaid, the Loan Notes having been redeemed
and the provisions of the Intercreditor Agreement, each Redeemable Preference
Share will be redeemable at an amount not exceeding the Paid-Up Amount plus the
coupon accumulated to the redemption date at any time or times that the Board of
Aella determines and may be redeemed on a pro rata basis or otherwise at the
discretion of the Board of Aella. Any redemption would also be subject to the
restrictions in the Companies Acts.
In the event of an event of default occurring under the Bank Facilities (as
provided for therein) and any bank exercising its rights of acceleration
thereunder, including the appointment of a receiver, the coupon of 3 per cent.
on the Redeemable Preference Shares will cease to be payable and the Redeemable
Preference Shares will be converted into non-redeemable, non-voting deferred
shares with a nominal value of €0.0001 each (the 'Deferred Shares'), which may
be compulsorily acquired at a price of €0.0001 per Deferred Share by any person
who acquires all of the ordinary shares in Aella or Adonia Aella.
It is not intended that any guaranteed mechanism will be put in place to fund
the redemption of the Redeemable Preference Shares.
On a return of capital on a winding up or otherwise, the Redeemable Preference
Shares will rank ahead of the ordinary shares in Aella in respect of the
aggregate of par value, premium and any amounts of unpaid coupon accrued to the
date of winding up but will have no other entitlement on a winding up to
participate in any of the profits, assets or capital of Aella. If the Redeemable
Preference Shares are converted into Deferred Shares, they will rank after the
ordinary shares in Aella on a winding up and will only confer a right of return
up to the nominal value of the Deferred Shares.
The Redeemable Preference Share Alternative will not be available in the
Restricted Jurisdictions and ICG Shareholders will not be permitted to make an
election for the Redeemable Preference Share Alternative from any of the
Restricted Jurisdictions. No ICG Shareholder will be entitled to require the
Redeemable Preference Shares to be posted to an address in any of the Restricted
Jurisdictions and no ICG Shareholder will be entitled to require the Redeemable
Preference Shares to be registered in his/her name with an address in any of the
Restricted Jurisdictions.
The Independent Board does not intend to make any recommendation in respect of
the Redeemable Preference Share Alternative.
Further details of the Redeemable Preference Shares and the Redeemable
Preference Share Alternative will be contained in the Revised Scheme Document.
ICG Shareholders who have already completed and returned a Form of Election in
relation to the Scheme should note that such forms will no longer have any
effect in relation to the Scheme. ICG Shareholders should, if appropriate,
complete and return a revised Form of Election, such revised form to accompany
the Revised Scheme Document when posted to ICG Shareholders.
7. Information on Aella
Aella is a public limited company, which was incorporated in Ireland on 12
February 2007. Aella has not traded prior to the date of this announcement
(except for entering into transactions relating to the Acquisition and the
Revised Acquisition). Aella is a wholly owned subsidiary of Adonia Aella, which
is owned and controlled by the members of the MBO Team. Aella has no employees.
8. Information on Adonia Aella
Adonia Aella is a private limited company, which was incorporated in Ireland on
21 February 2007. Adonia Aella, which is the holding company of Aella, has not
traded prior to the date of this announcement (except for entering into
transactions relating to the Acquisition and the Revised Acquisition). Adonia
Aella is owned and controlled solely by the members of the MBO Team. The members
of the MBO Team are Eamonn Rothwell, Garry O'Dea, Tony Kelly, John Reilly and
Tom Corcoran.
The equity ownership of Adonia Aella among the MBO Team is as follows: Eamonn
Rothwell, Garry O'Dea, Tony Kelly, John Reilly and Tom Corcoran hold 81.63 per
cent., 9.57 per cent., 4.17 per cent., 3.53 per cent. and 1.10 per cent. of the
equity of Adonia Aella, respectively.
9. Financing
The Revised Acquisition will be financed by debt facilities made available to
Aella by Allied Irish Banks, p.l.c., underwriting arrangements and financing
provided by Eamonn Rothwell and by the MBO Team accepting the Offer in respect
of all ICG Units held by them. Further information on the financing of the
Revised Acquisition will be set out in the Revised Scheme Document.
Goodbody Corporate Finance is satisfied that the necessary resources are
available to Aella to enable it to satisfy payment of the Cash Consideration to
all ICG Shareholders under the Revised Acquisition.
10. Directors, Management and Employees
The Board of Aella confirms that, following the Scheme becoming effective, the
existing employment rights, including pension rights, of all employees of the
ICG Group will be fully safeguarded.
Aella expects that, upon the Scheme becoming effective, the non-executive
directors of ICG will resign from the Board of ICG.
11. ICG Share Option Schemes
As at 17 August 2007, being the latest business day prior to the date of this
announcement, the following ICG Options were held by members of the MBO Team.
Name Date of Price Exercise Period Number of
Grant From To Units
Eamonn Jan-97 5.30 Jan-00 *Mar-07 75000
Rothwell Jan-97 5.30 Jan-02 *Mar-07 75000
Jan-00 10.75 Jan-03 Mar-10 25000
Jan-00 10.75 Jan-05 Mar-10 25000
Jan-02 7.35 Jan-05 Mar-12 100000
Jan-02 7.35 Jan-07 Mar-12 100000
Sep-02 5.30 Sep-05 Sep-12 50000
Sep-02 5.30 Sep-07 Sep-12 50000
Sep-05 10.00 Sep-08 Sep-15 25000
Sep-05 10.00 Sep-10 Sep-15 25000
Sep-06 10.67 Sep-09 Sep-16 50000
Sep-06 10.67 Sep-11 Sep-16 50000
Garry Jan-97 5.30 Jan-02 *Mar-07 37500
O'Dea Jan-00 10.75 Jan-03 Mar-10 12500
Jan-00 10.75 Jan-05 Mar-10 12500
Jan-02 7.35 Jan-07 Mar-12 50000
Sep-02 5.30 Sep-05 Sep-12 15000
Sep-02 5.30 Sep-07 Sep-12 15000
Sep-05 10.00 Sep-08 Sep-15 12500
Sep-05 10.00 Sep-10 Sep-15 12500
Sep-06 10.67 Sep-09 Sep-16 25000
Sep-06 10.67 Sep-11 Sep-16 25000
Tony
Kelly Jan-97 5.30 Jan-02 *Mar-07 25000
Jan-00 10.75 Jan-03 Mar-10 12500
Jan-00 10.75 Jan-05 Mar-10 12500
Jan-02 7.35 Jan-05 Mar-12 25000
Jan-02 7.35 Jan-07 Mar-12 25000
Sep-02 5.30 Sep-05 Sep-12 12500
Sep-02 5.30 Sep-07 Sep-12 12500
Sep-05 10.00 Sep-08 Sep-15 12500
Sep-05 10.00 Sep-10 Sep-15 12500
Sep-06 10.67 Sep-09 Sep-16 25000
Sep-06 10.67 Sep-11 Sep-16 25000
John Jan-97 5.30 Jan-02 *Mar-07 5000
Reilly Jan-97 5.30 Jan-02 *Mar-07 5000
Jan-99 11.50 Jan-02 Mar-09 15000
Jan-99 11.50 Jan-05 Mar-09 15000
Jan-00 10.75 Jan-03 Mar-10 5000
Jan-00 10.75 Jan-05 Mar-10 5000
Jan-02 7.35 Jan-05 Mar-12 10000
Jan-02 7.35 Jan-07 Mar-12 10000
Sep-05 10.00 Sep-08 Sep-15 12500
Sep-05 10.00 Sep-10 Sep-15 12500
Sep-06 10.67 Sep-09 Sep-16 25000
Sep-06 10.67 Sep-11 Sep-16 25000
Tom Jan-97 5.30 Jan-02 *Mar-07 5000
Corcoran Jan-00 10.75 Jan-03 Mar-10 2500
Jan-00 10.75 Jan-05 Mar-10 2500
Jan-01 6.60 Jan-04 Mar-11 5000
Jan-01 6.60 Jan-06 Mar-11 5000
Jan-02 7.35 Jan-05 Mar-12 5000
Jan-02 7.35 Jan-07 Mar-12 5000
Sep-05 10.00 Sep-08 Sep-15 5000
Sep-05 10.00 Sep-10 Sep-15 5000
Sep-06 10.67 Sep-09 Sep-16 7500
Sep-06 10.67 Sep-11 Sep-16 7500
* The extension of these options was the subject of a resolution of the ICG
Board of Directors dated 7 March 2007.
In due course, Aella will make appropriate revised proposals to ICG
Optionholders.
12. Delisting and Cancellation of Trading
It is intended that, subject to and following the Scheme becoming effective, and
subject to applicable requirements of the Irish Stock Exchange and the UK
Listing Authority, Aella will procure that ICG applies for cancellation of the
listing of the ICG Units on the Official Lists and for cancellation of trading
of the ICG Units on the markets of the Irish Stock Exchange and of the London
Stock Exchange. The last day of dealing in ICG Shares on the Irish Stock
Exchange and the London Stock Exchange will be the last business day before the
Effective Date.
13. Expenses Reimbursement Agreement
The Expenses Reimbursement Agreement as described in the Original Announcement
and the Scheme Document remains in effect. Further to the withdrawal of the
recommendation of the Acquisition by the Independent Directors on 14 June 2007,
Aella's Third Party Costs (as defined in the Expenses Reimbursement Agreement)
are now payable. Third Party Costs will continue to be incurring until the
Revised Acquisition is completed or otherwise terminated. Under the terms of the
Expenses Reimbursement Agreement, ICG will pay specific quantifiable third party
costs and expenses incurred by Aella in connection with the Revised Acquisition
(the 'Additional Third Party Costs') by reference to the increment in the
acquisition value represented by the Cash Consideration of €24.00 per ICG Unit
under the terms of the Revised Acquisition in comparison to the initial cash
consideration of €18.50 per ICG Unit as set out in the Original Announcement and
the Scheme Document (the 'Incremental Value').
The liability of ICG to pay the Additional Third Party Costs is limited to a
maximum amount equal to 1 per cent. of the Incremental Value.
The circumstances in which such payment will be made includes:
(a) if, prior to the Revised Acquisition lapsing or being withdrawn (or, in
certain circumstances not being made), a competing offer or offers or scheme or
schemes are recommended by the Independent Board or any such offer becomes or is
declared unconditional in all respects or scheme becomes effective;
(b) if the Independent Board no longer recommends (or intends to recommend) ICG
Shareholders to accept or vote in favour of the Revised Acquisition or the
Independent Board adversely modifies or withdraws its recommendation and the
Acquisition lapses or is withdrawn (or, in certain circumstances is not made);
(c) if, as a result of an act or omission of ICG or any ICG Group company or any
of their respective directors, employees, agents or advisers, the Revised Scheme
Document is not posted by ICG to ICG Shareholders within 28 days of the date of
this announcement.
14. Implementation Agreement
The Implementation Agreement as described in the Original Announcement and the
Scheme Document has been terminated . ICG and Aella have entered into a New
Implementation Agreement which contains certain assurances in relation to the
implementation of the Scheme. Further details of the New Implementation
Agreement will be set out in the Revised Scheme Document.
15. Undertakings to Vote in Favour of the Revised Acquisition and Scheme
Aella has received, or expects to receive by midday today, irrevocable
undertakings to vote in favour of the Revised Acquisition and Scheme in respect
of approximately 14.3 per cent. of the entire issued share capital of ICG (on a
fully diluted basis) as follows:
o MBO Team
Aella has received irrevocable undertakings to vote in favour of the Revised
Acquisition and Scheme from the members of the MBO Team, in respect of 3,329,080
ICG Units which they beneficially hold, representing approximately 14.1 per
cent. of the issued share capital of ICG.
These irrevocable undertakings will cease to have effect in the event that the
Revised Acquisition and Scheme lapse or are withdrawn or the Scheme does not
become effective on or before 31 October 2007.
o Independent Board
The Independent Directors who hold ICG Units intend to irrevocably undertake to
Aella by midday today to vote in favour of the Revised Acquisition and Scheme in
respect of their own beneficial shareholdings which amount, in aggregate, to
47,354 ICG Units, representing approximately 0.2 per cent. of the issued share
capital of ICG. These irrevocable undertakings will lapse only in the event that
(i) the Revised Acquisition and Scheme lapse or are withdrawn or the Scheme does
not become effective on or before 31 October 2007 (or such later date as Aella
and the Independent Directors agree); (ii) a competing offer for ICG is
announced which entitles ICG Shareholders to a cash consideration or a Cash
Equivalent in excess of €25.50 per ICG Unit; or, (iii) any of the resolutions
proposed at the Court Meetings or the EGM immediately following the Court
Meetings, notice of which will be set out in the Revised Scheme Document, are
not passed in accordance with their terms.
16. Interests in ICG
As at 20 August 2007, being the date of this announcement, the following members
of the MBO Team owned, or controlled or had an economic interest in the
following ICG Units:
Name Number of ICG Units
Eamonn Rothwell 3,788,771
Garry O'Dea 179,377
Tony Kelly 39,588
Tom Corcoran 8,736
John Reilly 48,608
Of the 3,788,771 ICG Units owned or controlled by Eamonn Rothwell, or in which
he had an economic interest, 736,000 are held through contracts for differences.
As at 16 August 2007, the latest practicable date prior to the date of this
announcement, Goodbody Corporate Finance and its affiliates hold 733,904 ICG
Units on behalf of discretionary clients, 448,040 ICG Units as principal trader
and 3,800 ICG Units held via contracts for difference on behalf of discretionary
clients.
Save as disclosed in this paragraph 16 and the ICG Options disclosed in
paragraph 11, neither Aella nor, as far as Aella is aware, any person acting in
concert with Aella, owns or controls any ICG Units or any securities convertible
or exchangeable into, or rights to subscribe for or purchase, or holds any
options to purchase any ICG Units or has entered into any derivative referenced
to ICG Units which remains outstanding or has any arrangements in relation to
ICG Units other than the shareholdings detailed below of certain advisers to
Aella.
So far as the directors of Aella and ICG are aware, no Arrangement exists with
Aella, with ICG or with any associate of Aella or ICG.
17. General
The Revised Scheme Document will include full details of the Revised Acquisition
and the expected timetable and will be accompanied by the appropriate forms of
proxy and Forms of Election. These will be despatched to ICG Shareholders and,
for information only, to ICG Optionholders, in due course. The Revised
Acquisition and Scheme will be governed by the laws of Ireland and will be
subject to the applicable requirements of the Irish Takeover Rules, the Irish
Stock Exchange, the London Stock Exchange, the UK Listing Authority and
applicable laws.
Details of the sources and bases of certain information set out in this
announcement are included in Appendix II. Certain terms used in this
announcement are defined in Appendix III.
Enquiries:
Aella
Eamonn Rothwell Tel: +353 (0) 1 855 2222
Garry O'Dea Tel: +353 (0) 1 855 2222
Goodbody Corporate Finance Tel: +353 (0) 1 667 0420
Brian O'Kelly
Finbarr Griffin
David Kearney
Q4 Public Relations
Gerry O'Sullivan Tel: +353 (0) 1 475 1444
Irish Continental Group plc
John B. McGuckian Tel: +353 (0) 1 855 2222
NCB Corporate Finance Tel: +353 (0) 1 611 5611
Liam Booth
Jonathan Simmons
Shane Lawlor
Drury Communications Tel: +353 (0) 1 260 5000
Billy Murphy
The directors of ICG accept responsibility for the information contained in this
announcement, other than that relating to the recommendation and related
opinions of the Independent Board and other than the information contained in
this announcement relating to Aella and/or Adonia Aella and to the participation
of the MBO Team (or any members thereof) in, or their arrangements with, Aella
and/or Adonia Aella. The directors of Aella accept responsibility for the
information contained in this announcement relating to Aella and/or Adonia Aella
and to the participation of the MBO Team (or any members thereof) in, or their
arrangements with, Aella and/or Adonia Aella. To the best of the knowledge and
belief of the directors of Aella (who have taken all reasonable care to ensure
that such 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.
The Independent Board accepts responsibility for the recommendation and the
related opinions of the Independent Board contained in this announcement. To the
best of the knowledge and belief of the directors of ICG and the Independent
Board (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they respectively accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Goodbody Corporate Finance, which is regulated by the Financial Regulator under
the Investment Intermediaries Act 1995, is acting exclusively for Aella and no
one else in connection with the Revised Acquisition and will not be responsible
to anyone other than Aella for providing the protections afforded to customers
of Goodbody Corporate Finance or for providing advice in relation to the Revised
Acquisition the contents of this announcement or any transaction or arrangement
referred to herein.
NCB Corporate Finance Limited, which is authorised in Ireland by the Financial
Regulator under the Investment Intermediaries Act 1995, is acting exclusively
for ICG and no one else in connection with the Revised Acquisition and will not
be responsible to anyone other than ICG for providing the protections afforded
to customers of NCB Corporate Finance or for providing advice in relation to the
Revised Acquisition, the contents of this announcement or any transaction or
arrangement referred to herein.
This announcement does not constitute an offer to purchase, sell, subscribe or
exchange or the solicitation of an offer to purchase, sell, subscribe or
exchange any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Revised Acquisition or otherwise.
The distribution of this announcement in or into certain jurisdictions may be
restricted by the laws of those jurisdictions. Accordingly, copies of this
announcement and all other documents relating to the Revised Acquisition are not
being, and must not be, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians) should
observe these restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
The securities to be issued pursuant to the Revised Acquisition under the
Partial Loan Alternative and the Redeemable Preference Share Alternative will be
issued pursuant to the exemption from the registration requirements of the U.S.
Securities Act of 1933, as amended (the 'Securities Act'), provided by Section 3
(a)(10) thereof, and have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States. In
order to qualify for the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10), there must be a hearing on the
fairness of the Scheme's terms and conditions to the ICG Shareholders, which all
the ICG Shareholders are entitled to attend in person or through representatives
to oppose the sanctioning of the Scheme by the High Court, and with respect to
which notification will be given to all the ICG Shareholders. The High Court's
attention is drawn to the fact that, for the purpose of qualifying for the
exemption from the registration requirements of the Securities Act provided by
Section 3(a)(10), Aella intends to rely on the High Court's hearing to sanction
the Scheme.
Any response in relation to the Revised Acquisition should be made only on the
basis of the information contained in the Scheme Document, this announcement,
the Revised Scheme Document or any document by which the Revised Acquisition and
Scheme are made.
This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Revised Acquisition, ICG, Aella and Adonia Aella. Generally, the words 'will',
'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes',
'expects', 'intends', 'anticipates', 'estimates' or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such a future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Aella assumes no obligation in respect of, nor
intends to update these forward-looking statements, except as required pursuant
to applicable law.
This announcement is made pursuant to Rule 2.5 of the Takeover Rules.
Any person who is a holder of one per cent. or more of the ICG Units may have
disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective
from the date of the commencement of the Offer Period.
Appendix I
Modifications to the Conditions
Subject as follows, the Revised Acquisition and Scheme remain subject to the
Conditions as set out in Part V of the Scheme Document. On 2 July 2007, Aella
and the Company sought and obtained an order of the High Court allowing the
parties to amend Condition 1. The modification agreed by Aella and the Company
involves the replacement of the date '5 July 2007' with '31 October 2007' and
also the removal of the words 'with the consent of the Panel' from Condition 1.
Appendix II
Sources and Bases of Information
Unless otherwise stated, the financial information relating to the ICG Group is
extracted from the audited consolidated financial statements of the ICG Group
for the relevant financial year.
1. Reference to the value of the entire issued and to be
issued share capital of ICG is based upon 23,685,458 ICG Units in issue, and
1,805,000 ICG Units issuable to ICG's Optionholders under ICG's Share Option
Schemes as at 17 August 2007.
2. Reference to the Closing Price of ICG Units, 7 March 2007,
is based on the Official List of the Irish Stock Exchange.
3. Reference to the Closing Price of ICG Units, 1 January
2007, is based on the Official List of the Irish Stock Exchange.
4. Reference to ISEQ Overall Index decline of 13.8% is
calculated from the Irish Stock Exchange website as (8106.47/9408.12)-1.
5. Reference to the FTSE 350 Index decline of 2.8% is
calculated from Bloomberg as (3181.3/3272.7)-1.
6. Reference to the average share price over the six months
preceding 8 March 2007 is based on the Official List of the Irish Stock
Exchange.
7. Reference to the Closing Price of ICG Units, 8 September
2006, is based on the Official List of the Irish Stock Exchange.
8. References to a percentage of ICG Units, is based on the
number of ICG Units in issue as at 17 August 2007 or, where referenced to as
being on a fully diluted basis, based on the number of ICG Units in issue and
under option as at 17 August 2007.
9. Reference to financing of the acquisition is sourced from
the terms of the revised acquisition and debt facilities made available to Aella
by Allied Irish Banks, p.l.c.
10. References to the irrevocable undertakings to vote in favour
of the Scheme are sourced from the signed irrevocable undertakings of the MBO
Team.
Appendix III
Definitions
The following definitions apply throughout this document, unless the context
requires otherwise:
'Acquisition' the proposed acquisition by Aella of ICG by means
of the Scheme as described in the Scheme
Document;
the 'Act' the Companies Act, 1963 of Ireland, as amended;
'Adonia Aella' Adonia Aella Limited, a private limited company
incorporated in Ireland with registered number
435192;
'Aella' Aella plc, a public limited company with
registered number 434571;
'Aella Class the holders of Aella Class Shares;
Shareholders'
'Aella Class ICG Units of which any member of the MBO Team or
Shares' any member of Allied Irish Bank p.l.c. and its
subsidiaries, excluding trustees and pension
funds, is a beneficial owner or as otherwise
provided by the High Court;
'Aella Group' Aella and its parent undertaking and its
subsidiaries and subsidiary undertakings and any
other subsidiary or subsidiary undertaking of its
parent undertaking
'Arrangement' any indemnity or option arrangement and any
agreement or understanding, formal or informal,
of whatever nature between two or more persons,
relating to relevant securities of Aella or ICG
which is or may be an inducement to one or more
such persons to deal or refrain from dealing in
such securities;
'Bank Facilities' the Senior Secured Facility and the PIK Facility;
'Cash Consideration' the cash consideration of €24.00 per ICG Unit
payable to ICG Shareholders who do not elect for
the Partial Loan Note Alternative or the
Redeemable Preference Share Alternative;
'Cash Equivalent' a loan note or any other financial instrument
which is guaranteed by a reputable bank or
financial institution;
'Closing Price' the closing price of a ICG Unit as derived from
the daily Official List of the Irish Stock
Exchange;
'Companies Acts' the Companies Act 1963 to 2005 and Parts 2 and 3
of the Investment Funds, Companies and
Miscellaneous Provisions Act 2006;
'Conditions' the terms and conditions of the Acquisition and
Scheme as set out in Part V of the Scheme
Document;
'Court Meetings' the meetings of the ICG Shareholders (and any
adjournment thereof) convened by order of the
High Court pursuant to Section 201 of the Act to
consider and, if thought fit, approve the Scheme
(with or without amendment);
'Court Order' the order or orders of the High Court sanctioning
the Scheme under Section 201 of the Act and
confirming the reduction of share capital which
forms part of it under Sections 72 and 74 of the
Act;
'directors of ICG' the board of directors of ICG;
'directors of Aella' the board of directors of Aella;
or 'Aella
Directors'
'EBITDA' earnings before interest, taxation, depreciation
and amortisation;
'Effective Date' the date on which the Scheme becomes effective in
accordance with its terms;
'EPS' earnings per share;
'euro' or '€' or the currency unit of participating member states
'EUR' or 'cent' or of the European Union as defined in Recital (2)
'c' of Council Regulation 974/98/EC on the
introduction of the euro;
'Expenses the agreement as described in paragraph 13
Reimbursement hereof;
Agreement'
'Extraordinary the extraordinary general meeting of the ICG
General Meeting' or Shareholders to be convened in connection with
'EGM' the Scheme, expected to be held on the same day
as the Court Meetings (and any adjournment
thereof);
'Financial the Irish Financial Services Regulatory
Regulator' Authority;
'First Court the first court (and any adjournment thereof)
Meeting' meeting seeking approval for the Scheme by a
majority in number of ICG Shareholders (other
than the Aella Class Shareholders) at the Voting
Record Time, present and voting, either in person
or by proxy, representing three-fourths or more
in value of the ICG Units held by such holders;
'Form of Election' the form of election under which ICG Shareholders
can elect for the Partial Loan Note Alternative
to the Cash Consideration, or for the Redeemable
Preference Share Alternative;
'Goodbody Corporate Goodbody Corporate Finance, which is regulated by
Finance' the Financial Regulator under the Investment
Intermediaries Act, 1995
'High Court' the High Court of Ireland;
'ICG Group' or the ICG, its subsidiaries and associated
'Group' undertakings;
'ICG Options' options to subscribe for ICG Units pursuant to
the ICG Share Option Schemes;
'ICG Optionholders' the holders of options to subscribe for ICG Units
under the ICG Share Option Schemes;
'ICG Share Option the ICG plc Irish Share Option Scheme and the ICG
Schemes' plc 1998 Share Option Plan;
'ICG Shareholders' holders of ICG Units;
or 'Shareholders'
'ICG Share' or 'ICG
Shares' or 'Shares' the existing and allotted or issued and fully
paid ICG Units in the capital of ICG and any
further such shares which may be issued or
allotted prior to the Effective Date;
'ICG Unit' or 'ICG units in the share capital of ICG (each such unit
Units' comprising one ordinary share of €0.65 and three
redeemable shares of €0.0001);
'ICG' or the Irish Continental Group plc;
'Company'
'Implementation the implementation agreement between ICG and
Agreement' Aella entered into on 8 March 2007 in relation to
the implementation of the Scheme;
'Independent Board' John B. McGuckian, Peter Crowley and Bernard
or 'Independent Somers;
Directors'
'Intercreditor the Intercreditor Agreement between, amongst
Agreement' others, the Company, Allied Irish Banks p.l.c.,
as the Original Senior Lender, the Original PIK
Lender, the Senior Agent, the Security Agent, the
PIK Agent, the Original Hedging Counterparty and
Goodbody Stockbrokers Nominee Limited and
includes any modification thereof or any further
intercreditor agreement relating to the finance
facilities necessary for the operation of the
business of the Group;
'Ireland' or ' Ireland excluding Northern Ireland and the word '
Republic of Ireland' Irish' shall be construed accordingly;
'Irish Stock the Irish Stock Exchange Limited;
Exchange'
'Listing Rules' the listing rules of the Irish Stock Exchange and
the UK Listing Authority;
'Loan Notes' the unsecured notes with compound interest rate
of 19 per cent. per annum issued by Aella
pursuant to the Partial Loan Note Alternative;
'London Stock the London Stock Exchange plc;
Exchange'
'MBO Team' Eamonn Rothwell, Garry O'Dea, Tony Kelly, John
Reilly and Tom Corcoran;
'Moonduster' Moonduster Limited, a private limited company
incorporated in Ireland with registered number
439475;
'NCB Corporate NCB Corporate Finance Limited, which is
Finance' authorised in Ireland by the Financial Regulator
under the Investment Intermediaries Act, 1995;
'New Implementation the new implementation agreement entered into
Agreement' between ICG and Aella on 20 August 2007 in
relation to the implementation of the Scheme as
described in paragraph 14 of this announcement;
'Northern Ireland' the counties of Antrim, Armagh, Derry, Down,
Fermanagh and Tyrone on the island of Ireland;
'Offer Period' the period, yet to expire, commencing 8 March
2007;
'Official Lists' the Official List of the Irish Stock Exchange and
the UK Listing Authority;
'Original the announcement of the Acquisition dated 8 March
Announcement' 2007;
'Panel' the Irish Takeover Panel;
'Partial Loan Note the alternative under which ICG Shareholders who
Alternative' do not elect for the Redeemable Preference Share
Alternative may elect to receive Loan Notes
instead of part of the Cash Consideration to
which they would otherwise be entitled;
'PIK Facility' the PIK facility in the amount of €40 million
plus the sum of €93 million less the aggregate
amount of Loan Notes issued under the Loan Note
instrument between Aella, Adonia Aella, AIB as
arranger, agent and lender, and such other banks
as may be lenders under that facility;
'Redeemable the redeemable preference shares of €0.0001 each
Preference Shares' nominal value in the capital of Aella;
'Redeemable the alternative under which ICG Shareholders may
Preference Share elect to receive Redeemable Preference Shares
Alternative' instead of or in addition to all of the Cash
Consideration to which they would otherwise be
entitled;
'Registrar of the Registrar of Companies in Dublin, Ireland;
Companies'
'relevant has the meaning assigned by Rule 8.9 of the
securities' Takeover Rules;
'Restricted any jurisdiction in respect of which it would be
Jurisdiction' unlawful for this announcement to be released,
published or distributed, in whole or in part,
in, into or from, including for the avoidance of
doubt, Canada, South Africa, Australia and Japan;
'Revised the Acquisition as amended by the terms of this
Acquisition' announcement to be effected by means of the
Scheme;
'Revised Scheme a circular for distribution to ICG Shareholders,
Document' and for information only, to ICG Optionholders
containing inter alia (i) details of the Revised
Acquisition, (ii) the notices of the Court
Meetings and EGM, (iii) such other information as
may be required or necessary pursuant to the Act,
the Takeover Rules or the Listing Rules, and (iv)
such other information as ICG and Aella shall
agree;
'Scheme' the scheme of arrangement under Section 201 of
the Act and the capital reduction under Sections
72 and 74 of the Act with or subject to any
modifications, additions, or conditions, approved
or imposed by the High Court and agreed by Aella
and ICG;
'Scheme Document' the circular to ICG shareholders dated 20 March
2007;
'Second Court the second court meeting (and any adjournment
Meeting' thereof) seeking approval of the Scheme by a
majority in number of the Aella Class
Shareholders at the Voting Record Time, present
and voting, either in person or by proxy,
representing three-fourths or more in value of
the ICG Units held by such holders;
'Senior Lenders' the providers of the Senior Secured Facility;
'Senior Secured the senior secured facility in the amount of €531
Facility' million and $23.3 million between Aella, as
borrower and guarantor, Adonia Aella, as parent,
borrower and guarantor, AIB as arranger, agent
and lender and such other banks as may be lenders
under that facility;
'Takeover the European Communities (Takeover Bids
Regulations' (Directive 2004/25/EC)) Regulations 2006;
'Takeover Rules' the Irish Takeover Panel Act, 1997, Takeover
Rules 2001 to 2006 (where applicable) and
Substantial Acquisition Rules 2001 and 2005;
'UK Listing the Financial Services Authority of the United
Authority' Kingdom in its capacity as the competent
authority under the Financial Services and
Markets Act 2000;
'United Kingdom' or the United Kingdom of Great Britain and Northern
'UK' Ireland;
'United States' or the United States of America, its territories and
'US' possessions, any state of the United States of
America and the District of Columbia and any
other territory subject to its jurisdiction;
'Voting Record the time and date to be specified as the voting
Time' record time for the Court Meetings and the EGM
(or any adjournment thereof) in the Revised
Scheme Document; and
'$' or 'US $' the currency unit (dollars) of the United States.
Any reference to any provision of any legislation shall include any provision in
any legislation that amends, modifies, consolidates, re-enacts, extends or
replaces the same.
Words importing the singular shall include the plural and vice versa and words
importing the masculine gender shall include the feminine or neutral gender.
All times referred to are Dublin times unless otherwise stated.
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