Proposed Adjournment Of Scheme Meetings And Extraordinary General Meeting
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT IS MADE BY THE INDEPENDENT BOARD OF IRISH CONTINENTAL GROUP, PLC ONLY, IN CONNECTION WITH THE RECOMMENDED CASH ACQUISITION OF IRISH CONTINENTAL GROUP, PLC BY BLUEFIN BIDCO LIMITED
FOR IMMEDIATE RELEASE
27 August 2026
PROPOSED ADJOURNMENT OF SCHEME MEETINGS AND EXTRAORDINARY GENERAL MEETING
Irish Continental Group, plc (“ICG” or the “Company”)
Introduction
On 26 August 2026, the Independent ICG Board announced that, having taken feedback from shareholders, it was considering the options available to it, including an adjournment of the Scheme Meetings and EGM scheduled for this Friday 28 August (any such adjournment being subject to the consent of BidCo), for the purposes of giving ICG Shareholders additional time to consider the Acquisition and cast their votes.
As indicated in yesterday’s announcement, solely on the basis of the proxy votes received as at 10.00 a.m. on 26 August 2026, the Scheme would have failed if voted on tomorrow. Following further feedback from ICG Shareholders today, the Independent ICG Board has determined that it would be in the best interests of ICG and ICG Shareholders that the Scheme Meetings and EGM be adjourned to 10 September 2026.
In reaching this decision, the Independent ICG Board has taken into account the clear majority of shareholders who are supportive of and have already voted in favour of the resolutions to be put to the Scheme Meetings and EGM, the difficulties that a number of ICG Shareholders had in properly casting their votes within the time allowed, requests from certain private and institutional shareholders for more time to consider their position, and that a significant number of ICG Shareholders have not yet cast their votes.
Accordingly, the adjournment will allow further time for ICG Shareholders to consider the Acquisition and cast their votes.
As a result, the only business to be conducted at the Scheme Meetings and EGM to be held on 28 August 2026 will be the adjournment of those meetings and the Chair intends to exercise his discretion in favour of the adjournment.
The Chair intends to adjourn the Scheme Meetings and EGM so they are instead held on 10 September 2026 at 10.00 a.m., 10.10 a.m. (or as soon thereafter as the First Scheme Meeting concludes or is further adjourned) and 10.20 a.m. (or as soon thereafter as the Second Scheme Meeting concludes or is further adjourned), respectively, at The Gibson Hotel, Point Village, East Wall Road, Dublin D01 X2P2.
As the Scheme Meetings and EGM are proposed to be adjourned for less than 14 days, the Voting Record Time will remain 6 p.m. on 24 August 2026.
Bidco has provided written consent to ICG in relation to the proposed adjournment in accordance with clause 3.5(b) of the Transaction Agreement.
The Independent ICG Board continues to consider the terms of the Acquisition to be fair and reasonable and supports its unanimous decision to recommend that shareholders vote in favour of the Scheme, and the Independent ICG Board reiterates its previously stated belief that the offer delivers compelling value for ICG Shareholders. For the avoidance of doubt, the Independent ICG Board confirms that the Company is not in discussions with, and has not received any communication from, any third parties regarding a potential competing offer.
Revised Expected Timetable of Principal Events and Actions to be Taken
A further announcement will be made once the Scheme Meetings and EGM have been duly adjourned, which will set out the revised expected timetable of principal events and details of the actions to be taken by ICG Shareholders.
In the meantime, below is a summary of expected voting actions that may be required:
Euroclear Bank Participants /CREST members holding ICG CDIs
Where the Scheme Meetings and EGM are adjourned to 10 September 2026, ICG Shareholders who hold their interests in ICG Shares as a participant in the Euroclear System or as ICG CDIs in the CREST system who have already submitted proxy or voting instructions in respect of the Scheme Meeting and/or EGM and WHO DO NOT WISH TO MAKE ANY CHANGE THERETO DO NOT NEED TO TAKE ANY ACTION. Their instructions will remain valid for the adjourned Scheme Meetings and/or adjourned EGM.
ICG Shareholders who hold their interests in ICG Shares as a participant in the Euroclear System or as ICG CDIs in the CREST system WHO HAVE NOT SUBMITTED OR RECEIVED PROXY OR VOTING INSTRUCTIONS OR WHO WISH TO CHANGE THEIR PREVIOUSLY SUBMITTED INSTRUCTIONS SHOULDCONSULT WITH THEIR STOCKBROKER OR OTHER INTERMEDIARY AT THE EARLIEST OPPORTUNITY FOR FURTHER INFORMATION ON THE PROCESSES AND TIMELINES FOR SUBMITTING PROXIES AND VOTING INSTRUCTIONS for the adjourned Scheme Meetings and EGM through the respective systems. If your ICG Shares are held by a custodian directly with Euroclear Bank, please contact that custodian.
Shareholders who hold in book-entry form
Where the Scheme Meetings and EGM are adjourned to 10 September 2026, ICG Shareholders whose ownership is directly recorded on the Register of Members (i.e. those shareholders who hold in book-entry form) who have already submitted proxy or voting instructions in respect of the Scheme Meeting and/or EGM and WHO DO NOT WISH TO MAKE ANY CHANGE THERETO DO NOT NEED TO TAKE ANY ACTION. Their instructions will remain valid for the adjourned Scheme Meetings and/or adjourned EGM.
ICG Shareholders whose ownership is directly recorded on the Register of Members WHO HAVE NOT SUBMITTED OR RECEIVED PROXY OR VOTING INSTRUCTIONS OR WHO WISH TO CHANGE THEIR PREVIOUSLY SUBMITTED INSTRUCTIONS SHOULD CONTACTICG’S REGISTRAR, COMPUTERSHARE INVESTOR SERVICES (IRELAND) LIMITED at 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland.
Enquiries
Irish Continental Group, plc
Brian Holland, Company Secretary
+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
Responsibility Statement
The Independent ICG Board accepts 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 that such is the case), the information contained in this Announcement 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 does not constitute or form 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. The Acquisition is being made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Documents), which contains the full terms and conditions of the Acquisition, including details of how to vote. 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 Irish Takeover Rules
Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested ' (directly or indirectly) in 1% or more of any class of 'relevant securities ' of ICG must make an 'opening position disclosure ' by no later than 3.30pm (Irish time) on the tenth 'business day ' following the commencement of the 'offer period '. An 'opening position disclosure ' must contain the details specified in Rule 8.6(a) of the Irish Takeover Rules, including details of the person 's interests and short positions in any 'relevant securities ' of ICG. Relevant persons who deal in any 'relevant securities ' of ICG prior to the deadline for making an 'opening position disclosure ' must instead make a dealing disclosure as described below.
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 ' must be made by no later than 3.30pm (Irish time) on the business day following the date of the relevant transaction. This requirement will continue until the 'offer period ' ends.
Disclosure tables, giving details of the companies in whose 'relevant securities ' 'opening positions ' and 'dealings ' should be disclosed, can be found on the Irish Takeover Panel 's website at www.irishtakeoverpanel.ie.
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 or an opening position 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
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this Announcement will be available on the Company 's website at www.icg.ie by no later than 12.00 noon (Irish time) on the business day following the date of this Announcement. The content of any website referred to in this Announcement is not incorporated into, and does not form 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.
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