Offer for Irish Continental Group plc - No Increase Statement and Leading Independent Proxy Advisory Firm Recommends Shareholders Vote in Favour of the Acquisition
Bluefin Bidco confirms final offer terms for Irish Continental Group; ISS recommends shareholder approval.
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BY
BLUEFIN BIDCO LIMITED
No Increase Statement
and
Leading Independent Proxy Advisory Firm Recommends Shareholders Vote in Favour of the Acquisition
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 “Acquisition”), 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 shareholder circular in respect of the Acquisition (the “Scheme Document”) was published and made available to ICG Shareholders on 5 August 2026.
BidCo notes that Institutional Shareholder Services ("ISS") has issued supportive FOR recommendations, advising their institutional shareholder subscribers to vote IN FAVOUR of the resolutions necessary to approve the Scheme at the Scheme Meetings and EGM.
ISS is a leading independent, third-party proxy advisory firm which provides proxy voting recommendations to pension funds, investment managers, mutual funds, and other institutional shareholders.
No Increase Statement
BidCo notes the recent media coverage and open correspondence relating to the Acquisition. BidCo considers the financial terms of the Acquisition to be very fair and therefore confirms today that the financial terms of the Acquisition are final and will not be increased.
As is customary and in accordance with the provisions of Rules 32.2(b) and 32.2(d) of the Irish Takeover Rules, BidCo reserves the right to revise the financial terms of the Acquisition where: (i) there is an announcement on or after the date of this announcement of a possible offer or of a firm intention to make an offer for ICG by any third party; or (ii) if the Panel otherwise provides its consent.
If, on or prior to the Effective Date any dividend and/or other distribution and/or other return of capital is announced, declared, made or paid or becomes payable in respect of the ICG Shares, BidCo reserves the right to reduce the Consideration by an amount per ICG Share up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in the Scheme Document to the Consideration will be deemed to be a reference to the Consideration as so reduced.
Disclosure requirements of the Irish Takeover Rules
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