Rule 2.9(a) Announcement - Further Irrevocable Undertakings Received
Bluefin Bidco Limited has secured further irrevocable undertakings for its recommended cash offer for Irish Continental Group, plc, bringing the total undertakings to vote in favour of the scheme of arrangement to 8,397,014 shares, representing approximately 5.7% of the issued share capital. These new undertakings come from participants in the Management Incentive Arrangement, covering 1,017,409 shares, with 767,893 of these being Excluded Shares ineligible for voting at the Scheme Meetings. The total undertakings also include those from independent directors, Belfry, and John Gallagher, collectively representing a significant portion of ICG's share capital and indicating strong support for the proposed acquisition.
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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).
Disclosure requirements of the Irish Takeover Rules
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.