Bluefin Bidco Limited - Form 8.1 (Opening Position Disclosure) - Irish Continental Group plc
Bluefin Bidco Limited, the offeror, has disclosed its opening position in Irish Continental Group plc as of August 9, 2026. Bluefin Bidco Limited, wholly owned by Bluefin IOM Topco Limited and connected to Eamonn Rothwell, David Ledwidge, Andrew Sheen, and Declan Freeman, holds 35,253,902 ordinary shares, representing 23.7% of the company. Additionally, they hold 1,973,500 unvested options under the ICG Performance Share Plan. Persons acting in concert with Bluefin Bidco Limited, including Goodbody Stockbrokers UC, hold an additional 73,505 shares, representing 0.05%. On July 24, 2026, Bluefin Bidco Limited entered into put and call option agreements with David Ledwidge, Declan Freeman, and Andrew Sheen for 1,976,399 shares, exercisable at €8.00 per share.
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(Opening Position Disclosure)
IRISH TAKEOVER PANEL
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) |
| (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 |
INTERESTS AND SHORT POSITIONS
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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.
- INTERESTS AND SHORT POSITIONS OF PERSONS 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 |
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OTHER INFORMATION
Indemnity and other dealing arrangements
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.
- Agreements, arrangements or understandings relating to options or derivatives
None
Attachments
| Is a Supplemental Form 8 attached? | YES/NO |
| No | |
| Date of disclosure: | 10 August 2026 |
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)
- See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
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