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
10 September 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
RESULTS OF SCHEME MEETINGS AND EGM
The Independent Directors of Irish Continental Group, plc (the “Independent ICG Board”) are pleased to announce that at today's reconvened Scheme Meetings and Extraordinary General Meeting in connection with the recommended cash offer by Bluefin BidCo Limited (“Bidco”) for the entire issued and to be issued share capital of ICG (other than any Excluded Shares) (the "Acquisition"), to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"):
- the ICG Shareholders voted in favour of the Scheme Meeting Resolutions to approve the Scheme at the Scheme Meetings; and
- the ICG Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the Resolutions passed are set out in the notices of the Scheme Meetings and EGM contained in the Scheme Document dated 5 August 2026 (the “Scheme Document”).
The detailed voting results in relation to the Scheme Meetings and EGM are set out below:
Voting Results of the First Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the First Scheme Meeting. The results of the poll were as follows. The required quorum in respect of the First Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the Scheme Shares eligible to vote at the First Scheme Meeting, was satisfied.
| Number of Scheme Shares eligible to vote at the First Scheme Meeting which were Voted | % of Scheme Shares eligible to vote at the First Scheme Meeting which were Voted | Number of Scheme Shares eligible to vote at the First Scheme Meeting which were Voted as a % of Scheme Shares eligible to vote at the First Scheme Meeting** | |
| For | 66,349,871 | 79.2 % | 59.1 % |
| Against | 17,404,884 | 20.8 % | 15.5 % |
| Total | 83,754,755 | 100.0 % | 74.6 % |
| Withheld* | 1,956,057 | 0.0 % | 1.7 % |
* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
** The total number of Scheme Shares eligible to vote at the First Scheme Meeting in issue at the Voting Record Time was 112,305,712.
Voting Results of the Second Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the Second Scheme Meeting. The results of the poll were as follows. The required quorum in respect of the Second Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the Scheme Shares eligible to vote at the Second Scheme Meeting, was satisfied.
| Number of Scheme Shares eligible to vote at the Second Scheme Meeting which were Voted | % of Scheme Shares eligible to vote at the Second Scheme Meeting which were Voted | Number of Scheme Shares eligible to vote at the Second Scheme Meeting which were Voted as a % of Scheme Shares eligible to vote at the Second Scheme Meeting** | |
| For | 247,871 | 100.0 % | 100.0 % |
| Against | - | 0.0 % | 0.0 % |
| Total | 247,871 | 100.0 % | 100.0 % |
| Withheld* | - | 0.0 % | 0.0 % |
* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
** The total number of Scheme Shares eligible to vote at the Second Scheme Meeting in issue at the Voting Record Time was 247,871.
Voting Results of the EGM
| Number of ICG Shares Voted | % of ICG Shares Voted | Number of ICG Shares Voted as a % of ICG Shares** | |
| Resolution 1 – Approval of the Scheme of Arrangement | |||
| For | 102,940,015 | 83.3 % | 69.3 % |
| Against | 20,611,965 | 16.7 % | 13.9 % |
| Total | 123,551,980 | 100.0 % | 83.2 % |
| Withheld* | 1,837,748 | 0.0 % | 1.2 % |
| Resolution 2 – Amendment of Memorandum of Association | |||
| For | 102,376,839 | 83.4 % | 69.0 % |
| Against | 20,320,884 | 16.6 % | 13.7 % |
| Total | 122,697,723 | 100.0 % | 82.6 % |
| Withheld* | 2,692,005 | 0.0 % | 1.8 % |
| Resolution 3 – Amendment of Articles of Association | |||
| For | 102,383,179 | 83.4 % | 69.0 % |
| Against | 20,310,884 | 16.6 % | 13.7 % |
| Total | 122,694,063 | 100.0 % | 82.6 % |
| Withheld* | 2,695,665 | 0.0 % | 1.8 % |
| Resolution 4 – Management Incentive Arrangement | |||
| For | 66,297,106 | 76.6 % | 44.7 % |
| Against | 20,218,164 | 23.4 % | 13.6 % |
| Total | 86,515,270 | 100.0 % | 58.3 % |
| Withheld* | 33,029,319 | 0.0 % | 22.2 % |
| Resolution 5 – Adjournment of the EGM | |||
| For | 102,575,522 | 83.6 % | 69.1 % |
| Against | 20,067,258 | 16.4 % | 13.5 % |
| Total | 122,642,780 | 100.0 % | 82.6 % |
| Withheld* | 2,746,948 | 0.0 % | 1.9 % |
* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution. For the purposes of Resolution 4, the total number of votes withheld includes certain ICG Shares that were voted on the other resolutions at the EGM but were ineligible to vote on Resolution 4 because they were held, at the Voting Record Time, by or on behalf of a participant in the Management Incentive Arrangement or any member of the MBO Team, BidCo or the BidCo Group.
** The total number of ICG Shares in issue at the Voting Record Time was 148,466,858.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the High Court of the Scheme at the Court Hearing.
It is expected that an application will shortly be made to the High Court to fix the date of the Court Hearing to sanction the Scheme on a date in October or early November 2026. Once this date has been fixed, the Independent ICG Board will give notice of this date by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on ICG’s website.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meaning as given to them in the Scheme Document.
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.
