NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
10 November 2026
RECOMMENDED CASH OFFER
FOR
IRISH CONTINENTAL GROUP, PLC
BY
BLUEFIN BIDCO LIMITED
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
SANCTION OF THE SCHEME BY THE HIGH COURT
The Independent Directors of Irish Continental Group, plc (“ICG”) are pleased to announce that the scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the “Scheme”) to implement the unanimously recommended cash acquisition by Bluefin Bidco Limited (“BidCo”) of the entire issued and to be issued share capital of ICG (other than the Excluded Shares) (the “Acquisition”) has today been sanctioned by the High Court of Ireland.
The Scheme and the Acquisition will become effective on delivery to the Registrar of Companies of the Court Order. Pursuant to and in accordance with clause 8(3)(b) of the Transaction Agreement, ICG and BidCo have agreed that delivery of the Court Order is expected to occur on 20 November 2026 (the “Effective Date”).
Accordingly, 20 November 2026 is expected to be the last date on which trading of ICG Units on Euronext Dublin and the London Stock Exchange will occur. Cancellation of the admission of ICG Units to trading on the regulated market of Euronext Dublin and the listing of ICG Units on the Official List of Euronext Dublin is expected to occur by 7.00 a.m. on 23 November 2026 (being the first business day following the Effective Date). Cancellation of the admission of ICG Units to trading on the Main Market of the London Stock Exchange and the listing of ICG Units on the FCA’s Official list is expected to occur by 8.00 a.m. on 23 November 2026 (being the first business day following the Effective Date).
In accordance with the requirements of the Irish Takeover Rules, all consideration to be paid by BidCo to Scheme Shareholders under the terms of the Scheme is expected to be distributed by no later than 4 December 2026.
Capitalised terms used, but not defined, in this Announcement have the same meaning as in the Scheme Document dated 5 August 2026. All times stated in this Announcement are to time in Dublin.
Enquiries
| Irish Continental Group, plc Brian Holland |
+353 1 607 5700 investor.relations@icg.ie |
| PJT Partners (UK) Limited (Financial Adviser and Rule 3 Adviser to ICG) Basil Geoghegan Ronan Crotty Henry Lebus |
+44 (0)20 3650 1100 |
| Q4 Public Relations (Public Relations Adviser to ICG) Gerry O’Sullivan |
+353 87 259 7644 gerry@q4pr.ie |
Responsibility Statement
The Independent ICG Board accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the Independent ICG Board (which has taken all reasonable care to ensure 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.
Adviser
PJT Partners, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to ICG and no one else in connection with the matters described herein and will not be responsible to anyone other than ICG for providing the protections afforded to clients of PJT Partners nor for providing advice in connection with the matters described herein. Neither PJT Partners nor any of its subsidiaries, branches or affiliates nor any of their respective directors, officers, employees, agents or representatives owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this Announcement, the Acquisition, any statement contained herein or otherwise.
No Offer or Solicitation
This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Documents), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Documents).
This Announcement does not constitute a prospectus or a prospectus equivalent document.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement may contain certain forward-looking statements with respect to ICG. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and can generally, but not always, be identified by the use of words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “will”, “may”, “would”, “could” or “should” or their negative variants or other variations. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ICG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Announcement. ICG undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent legally required.
Disclosure requirements of the Takeover Rules
Under Rule 8.3(b) of the Irish Takeover Rules, any person ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of ICG must disclose all ‘dealings’ in such ‘relevant securities’ during the ‘offer period’. The disclosure of a ‘dealing’ in ‘relevant securities’ by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (Irish/UK time) on the business day following the date of the relevant transaction. This requirement will continue until the ‘offer period’ ends. If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of ICG, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned and of the person’s interests and short positions in any ‘relevant securities’ of ICG.
All ‘dealings’ in ‘relevant securities’ of ICG by BidCo, or by any party ‘acting in concert’ with BidCo, must also be disclosed by no later than 12 noon (Irish/UK time) on the ‘business’ day following the date of the relevant transaction. If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire for one or more of them an ‘interest’ in ‘relevant securities’, they will be deemed to be a single person for these purposes.
Disclosure tables, giving details of the companies in whose ‘relevant securities’ and ‘dealings’ should be disclosed, can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.
‘Interests’ in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.
Publication on Website
Pursuant to Rule 26.1 of the Irish Takeover Rules, a copy of this Announcement will be made available on ICG’s website (www.icg.ie) by no later than 12:00 noon (Irish/UK time) on the business day following the date of this Announcement. Neither the content of any such website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into, or forms part of, this Announcement.
General
This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules, and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.
The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Persons who are not resident in Ireland or the United Kingdom, or who are subject to the laws of another jurisdiction, should inform themselves about, and observe, any applicable legal or regulatory requirements. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, ICG disclaims any responsibility or liability for the violation of such restrictions by any person.
Any decision in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your appropriately authorised independent financial adviser.
