Statement re Redemption of Redeemable Shares an...
COMPANY REGULATORY ANNOUNCEMENT
28 May 2014
Redemption and cancellation of the Company's Redeemable Shares and sub-division of the Company's ICG Units
At the Annual General Meeting and the Extraordinary General Meeting of Irish Continental Group plc ("ICG" or the "Company") on 22 May 2014, shareholders approved the redemption at par and cancellation of all of the Company's issued Redeemable Shares (the "Redemption") and approved a sub-division of the Company's ICG Units by the subdivision of the Ordinary Shares comprised therein (the "Sub-Division"), whereby each ICG Unit containing an Ordinary Share with a current nominal value of 65 euro cent will be divided into 10 new ICG Units containing an Ordinary Share with a nominal value of 6.5 euro cent each ("New ICG Units").
ICG now announces that the Board has resolved to implement the Redemption and Sub-Division. The Redemption will be implemented after close of trading on Friday, 6 June 2014 and the Sub-Division will be implemented after close of trading on Monday, 9 June 2014. Dealings in newly sub-divided ICG Units will commence from the start of trading on Tuesday, 10 June 2014.
Details of the Redemption
The effect of the redemption and cancellation of all the issued Redeemable Shares is that for each ICG Unit held by a shareholder prior to close of business on Friday, 6 June 2014 (consisting of 1 Ordinary Share of 65 euro cent each and 10 Redeemable Shares of 0.001 euro cent each), that shareholder will hold 1 ICG Unit consisting of 1 Ordinary Share of 65 euro cent and no issued Redeemable Shares. The Directors intend to pay the redemption proceeds to shareholders (subject to a de minimus of €5.00 per shareholder) together with the payment of the previously announced final dividend on 20 June 2014. The nominal amounts not distributed as a result the de minimus will be aggregated by the Company and the Company will make a donation of such amount to Children's University Hospital, Temple Street, Dublin.
Details of the Sub-Division
Following the Redemption on Friday, 6 June 2014 as described above, the Sub-Division shall be implemented after close of trading on Monday, 9 June 2014. The effect of the Sub-Division is that each shareholder will own ten ICG Units (consisting of one Ordinary Share of 6.5 euro cent each and no Redeemable Shares), for every one then existing ICG Unit (consisting of one Ordinary Share of 65 euro cent and no Redeemable Shares) held. Except for this change (and the Redemption), the New ICG Units will in all other respects be the same as the existing ICG Units. The underlying interests of shareholders in the profits and net assets of the Company will not be materially affected by the proposed Sub-Division and shareholders will have the same rights and be subject to the same restrictions as they are with their existing holding of ICG Units.
Certificated Holders
The Company's Registrars will issue new share certificates reflecting the Sub-Division to the Company's shareholders on the register as at 6.30 p.m. on Monday, 9 June 2014. Shareholders' existing share certificate(s) will no longer be valid and will be replaced by a new share certificate. Please note these share certificates will be posted to the registered address of all shareholders at their own risk.
Uncertificated Holders
For holdings in uncertificated form, it is expected that the appropriate share accounts in CREST will be credited with entitlements to the New ICG Units on Tuesday 10 June 2014.
New ISIN and SEDOL Codes
The New ICG Units have been allocated a new ISIN and SEDOL Codes. The new ISIN is IE00BLP58571 and the new SEDOL codes are BLP5857 (Irish Stock Exchange) and BLP59W1 (London Stock Exchange). These new codes will be effective from commencement of trading on Tuesday, 10 June 2014.
Dealing and Trading in New ICG Units
An application has been made to both the Irish Stock Exchange and the Financial Conduct Authority for the New ICG Units to be admitted to dealing on the Official List of the Irish Stock Exchange and the Official List of the Financial Conduct Authority and an application has also been made to the London Stock Exchange for the New ICG Units to be admitted to trading on the main market for listed securities of the London Stock Exchange.
Dealings in the New ICG Units are expected to commence on Tuesday, 10 June 2014 (8.00 a.m.) and on that date there will be 184,376,890 New ICG Units in issue. Accordingly, the last day of dealing in the existing ICG Units will be Monday, 9 June 2014.
| Record date for redemption payment and time of redemption | Friday, 6 June 2014 (6.00 p.m.) |
| Record date and time for sub-division | Monday, 9 June 2014 (6.30 p.m.) |
| Last day for dealing in existing ICG Units | Monday, 9 June 2014 |
| Dealings in newly sub-divided ICG Units commences | Tuesday, 10 June 2014 (8.00 a.m.) |
| Payment of ordinary share dividend and redemption proceeds made | Friday, 20 June 2014 |
Enquiries
Tom Corcoran, Company Secretary, +353 1 607 5700
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Irish Continental Group plc via Globenewswire
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