Recommended Cash Offer for Irish Continental Group plc

About this update from Icg Plc

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 BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 24 July 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 Summary for each ICG Share: €8.00 in cash "The Independent ICG Board has undertaken a comprehensive review of the Acquisition and unanimously believes that it delivers compelling value for ICG Shareholders. The Acquisition provides shareholders with an opportunity to realise their investment for cash consideration at a significant premium to ICG's share price and further provides full certainty of value to ICG Shareholders. The Independent ICG Board has carefully considered ICG's long-term prospects as a publicly listed company and concluded that the Acquisition represents the most attractive outcome available to shareholders. The offer recognises the strength of the business developed by management and employees over many years and provides a strong platform for its future development. Accordingly, the Independent ICG Board unanimously recommends that ICG Shareholders vote in favour of the Scheme." "ICG has delivered a resilient performance and remains well positioned in its core markets. However, the ICG Group operates in competitive markets which continue to be affected by fuel cost volatility, inflationary pressures and broader trading uncertainty. More significantly the evolving structure of capital markets in terms of increased passive index matching and the need for greater liquidity from active portfolio investors continues to work against the financial rating on the stock. The Acquisition provides ICG Shareholders with an opportunity to realise their investment in full and in cash at a significant premium to the share price. BidCo believes the ICG Group's competitive position and long-term development would be better supported as a private company." About BidCo and ManagementCo BidCo Bluefin Bidco Limited is a private company limited by shares incorporated under the laws of Ireland for the purpose of implementing the Acquisition and is an indirect subsidiary of Bluefin IOM Topco Limited (" ManagementCo "). The MBO Team will contribute a significant proportion of the ICG Shares held by the MBO Team and their Affiliates to BidCo for equity share capital in BidCo (or its holding company) and will sell a proportion to BidCo for cash, which together imply a value per ICG Share to be contributed by the MBO Team to BidCo which is no greater than the per ICG Share price payable to the ICG Scheme Shareholders pursuant to the Acquisition. Prior to the Acquisition, the MBO Team collectively held approximately 23.7% of ICG's issued share capital. Under the terms of the Acquisition, the MBO Team will realise cash proceeds of €90.0 million at the offer price thereby crystallising value on the same terms as other shareholders. This represents approximately a third of the MBO Team's ICG Shares. The balance of their shareholding will be rolled into the Acquisition structure, with the MBO Team collectively contributing approximately 30% of the combined equity including preferred equity of the Acquisition vehicle. As a result, the MBO Team will retain substantial exposure to the future risks and rewards associated with the business. Unlike shareholders who elect to accept the offer and realise cash consideration in full, the MBO Team will continue to participate in the performance of the ICG Group through an investment in a highly leveraged private ownership structure with €798 million of senior debt above the equity base. ManagementCo ManagementCo is a private company limited by shares incorporated under the laws of the Isle of Man for the purpose of implementing the Acquisition and is owned and controlled by the directors of BidCo. About ICG Irish Continental Group, plc is the leading Irish-based maritime transport group. The ICG Group's activities include the transport of passengers, cars and Roll on Roll off (RoRo) freight under the Irish Ferries brand, on routes between each of Ireland, Britain and Continental Europe. The ICG Group also provides Container Lift on Lift off (LoLo) freight services on routes between Ireland and Continental Europe under the Eucon brand. Other activities include the operation of container terminals in the ports of Dublin and Belfast and ship chartering activities. ICG is listed on the regulated market of Euronext Dublin (IR5B) and the Main Market of the London Stock Exchange (ICGC) respectively. This summary should be read in conjunction with, and is subject to, the full text of the following Announcement and its appendices. The Conditions to, and certain further terms of, the Acquisition and the Scheme are set out in Appendix I to this Announcement. The Acquisition and the Scheme will also be subject to further terms to be set out in the Scheme Document. Certain terms used in this Announcement are defined in Appendix II to this Announcement. Appendix III to this Announcement contains certain sources of information and bases of calculation contained in this Announcement. This Announcement contains inside information and has been issued pursuant to Article 2.1(b) of Commission Implementing Regulation (EU) 2016/1055 and pursuant to the UK Market Abuse Regulation. The date and time of this Announcement is the same date and time that it has been communicated to the media. The person responsible for arranging the release of this Announcement is Brian Holland, Company Secretary of ICG. Enquiries Responsibility statements required by the Irish Takeover Rules The BidCo Directors and the MBO Team accept responsibility for the information contained in this Announcement, other than information relating to the Independent ICG Board and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the BidCo Directors and the MBO Team (who, in each case, have taken all reasonable care to ensure that this 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. The ICG Directors accept responsibility for the information contained in this Announcement relating to ICG, the ICG Group and the ICG Directors and members of their immediate families, related trusts and persons connected with them, except for the recommendation and related opinions of the Independent ICG Board. The Independent ICG Board accept responsibility for the recommendation and related opinions of the Independent ICG Board contained in this Announcement. To the best of the knowledge and belief of the ICG Directors and the Independent ICG Directors (who, in each case, have 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. Advisers 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. Goodbody Stockbrokers UC (" Goodbody ") is authorised and regulated by the Central Bank of Ireland and in the United Kingdom, Goodbody is authorised and regulated by the FCA. Goodbody is acting exclusively for BidCo as financial adviser and no one else in connection with the Acquisition and other matters set out in this Announcement and shall not be responsible to anyone other than the BidCo for providing the protections afforded to clients of Goodbody, nor for providing advice in connection with the Acquisition, the content of this Announcement or any matter or arrangement referred to herein. Neither Goodbody nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goodbody in connection with this Announcement, the Acquisition, any statement contained herein or otherwise. A&L Goodbody LLP is acting as legal adviser to ICG and Arthur Cox LLP is acting as legal adviser to BidCo and the MBO Team in connection with the Acquisition. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as financing counsel to BidCo and Latham & Watkins LLP is acting as legal adviser to the lending banks. 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 contains certain forward-looking statements with respect to BidCo, ManagementCo, and ICG. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the BidCo Group, ManagementCo, or the ICG Group; and (iii) the effects of government regulation on the business of the BidCo Group or the ICG Group. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to BidCo, ManagementCo, or ICG or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither BidCo, ManagementCo, nor ICG undertake any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, 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' in 'relevant securities' by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (Irish 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 the offeree company, 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 a bidder, or by any party Acting in Concert with a bidder, must also be disclosed by no later than 12 noon (Irish 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' 'opening positions' 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 or 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. No profit forecasts or estimates No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for BidCo, ManagementCo, or ICG, respectively, for the current or future financial years would necessarily match or exceed any historical published earnings or earnings per share for BidCo, ManagementCo, or ICG, respectively. No statement in this Announcement constitutes an estimate of the anticipated financial effects of the Acquisition. Right to switch to a Takeover Offer BidCo reserves the right to elect, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of ICG (other than any shares in the beneficial ownership of BidCo, if any) as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Appendix I to this Announcement and in the Transaction Agreement. Publication on website Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available on ICG's website ( www.icg.ie ) by no later than 12:00 noon 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. Availability of Hard Copies Any ICG Shareholder may request a copy of this Announcement in hard copy form by contacting Brian Holland at ICG, Ferryport, Alexandra Road, Dublin 1, D01 W2F5, Ireland via telephone on +353 1 607 5700 between 9.00 a.m. and 5.00 p.m. (Irish time), Monday to Friday (excluding public holidays) or by email at [email protected]. Any written requests must include the identity of the ICG Shareholder and any hard copy documents will be posted to the address of the ICG Shareholder provided in the written request. A hard copy of this Announcement will not be sent to any ICG Shareholder unless such a request is made. Any ICG Shareholder making any such request may also request that all future documents, announcements and information required to be sent to that person by ICG or BidCo, as the case may be, in relation to the Acquisition should be sent by ICG or BidCo to that person in hard copy form. Rounding Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them. General The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. 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 Acquisition will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction. The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, BidCo, ManagementCo, and ICG disclaim any responsibility or liability for the violations of any such restrictions by any person. Notice to U.S. shareholders in ICG The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under Irish company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934, as amended. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland for a public acquisition by scheme of arrangement, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with IFRS and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for U.S. shareholders to enforce any rights or claims arising out of U.S. federal laws, since the members of BidCo and ICG are organised and located in non-U.S. jurisdictions, and some or all their officers and directors may be residents of non-U.S. jurisdictions. U.S. shareholders might not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to the jurisdiction and judgment of a U.S. court. U.S. shareholders also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. U.S. shareholders are urged to consult with legal, tax and financial advisers. In accordance with, and to the extent permitted by, the Irish Takeover Rules and normal Irish and U.K. market practice, Goodbody and its respective affiliates, may continue to act as exempt principal traders or exempt market makers in ICG Shares on the London Stock Exchange and on Euronext Dublin and may engage in certain other purchasing activities consistent with their usual practice and applicable law. In addition, in compliance with the Irish Takeover Rules, BidCo and certain affiliates or their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, ICG securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices. Any information about such purchases will be disclosed to the Irish Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with applicable regulatory requirements, will be made available via a Regulatory Information Service on the Euronext Dublin or London Stock Exchange's websites, www.euronext.com or www.londonstockexchange.com. 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 BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 24 July 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 1. Introduction The board of Bluefin Bidco Limited (" BidCo ") and the Independent Directors of Irish Continental Group, plc (" ICG ") are pleased to announce that they have agreed the terms of a cash offer by BidCo of €8.00 per ICG Share, which has been unanimously recommended by the Independent ICG Board. BidCo will acquire the entire issued and to be issued share capital of ICG pursuant to the Acquisition. BidCo is ultimately owned and controlled by members of ICG's senior management, being Eamonn Rothwell, David Ledwidge, Andrew Sheen and Declan Freeman, who hold in aggregate approximately 23.7% of ICG Shares as at the close of business on the Latest Practicable Date. 2. Summary Terms of the Acquisition and the Scheme Under the terms of the Acquisition, ICG Shareholders will be entitled to receive: for each ICG Share: €8.00 in cash The Acquisition represents a premium of approximately: The Acquisition values the entire issued and to be issued share capital of ICG at approximately €1.2 billion on a fully diluted basis and implies an adjusted price / earnings multiple of approximately 17.9x for the twelve months ended 31 December 2025. The Consideration provides ICG Shareholders with an opportunity to realise their investment in ICG in cash at a significant premium to the prevailing market price. If on, or after, the date of this Announcement and 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 this Announcement or the Scheme Document to the Consideration will be deemed to be a reference to the Consideration as so reduced. It is intended that the Acquisition will be implemented by means of a High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (or, if BidCo elects, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, a Takeover Offer). Under the terms of the Scheme proposed to implement the Acquisition, in consideration of the payment of the Consideration by BidCo to the Scheme Shareholders, the ICG Shares (excluding any Excluded Shares) will be transferred to BidCo in accordance with the terms of the Scheme. The Acquisition and the Scheme are subject to the Conditions and certain further terms which are set out in Appendix I to this Announcement and which will be set out in the Scheme Document. The Acquisition and the Scheme will also be subject to the further terms to be set out in the Scheme Document. The sources and bases of information contained in this Announcement to calculate the implied value of the Acquisition are set out in Appendix III. 3. ICG Background to and Reasons for Recommending the Acquisition Background ICG is the leading Irish-based maritime transport group, carrying passengers and cars, Roll on Roll off (RoRo) freight and Container Lift on Lift off (LoLo) freight on routes between Ireland, Britain and Continental Europe, and operating container terminals in the ports of Dublin and Belfast. Since its flotation in 1988, ICG has developed into a business of significant scale across its Ferries Division and its Container and Terminal Division and has maintained leading positions in each of its core markets. In the Ferries Division, reflecting the capital-intensive nature of the business, the ICG Group has and continues to invest in its fleet, most recently through the acquisition of the James Joyce in 2025 and the Oscar Wilde in 2026. In the Container and Terminal Division, the ICG Group has grown its intermodal shipping line and its strategically located terminals at Dublin and Belfast, and in 2025 extended its concession for the operation of the Belfast Container Terminal to 2032. In the financial year ended 31 December 2025, the ICG Group delivered revenue of €666.7 million, and EBITDA of €150.6 million. Market and capital markets context The Independent ICG Board recognises that this performance has not been fully reflected in ICG's public market rating. In the Independent ICG Board's opinion, this reflects a number of features of the capital markets in which the ICG Shares are traded, rather than the underlying performance of the business, including: The Independent ICG Board considers that these factors are unlikely to be resolved through ICG's continued listing. As part of its ongoing review of ICG's strategy, the Independent ICG Board, together with its advisers, has considered the feasibility of a range of alternatives for enhancing value and providing ICG Shareholders with the opportunity to realise value including further returns of capital and the potential sale of the business. The Independent ICG Board considered additional returns of capital as a means of delivering value to shareholders. However, it recognised that the practical scope for further material returns of capital had become increasingly limited by a combination of legal, structural and balance sheet considerations, including the requirement for sufficient distributable reserves and restrictions on the use of borrowed funds to finance share repurchases. As a result, the Independent ICG Board concluded that further returns of capital were unlikely to provide shareholders with the same level of value and certainty as the Acquisition. The Independent ICG Board notes that, over a period of several years, no third party has approached ICG with a view to making an offer for, or otherwise acquiring control of, ICG. During that period, a significant number of financial sponsors, investment banks and major infrastructure investors contacted ICG and ICG's advisers engaged with them, but none of these preliminary expressions of interest resulted in a viable proposal capable of progressing to a deliverable transaction. The Independent ICG Board has separately, from time to time, assessed the scope to realise value through the disposal of individual businesses or assets of the ICG Group, and concluded that such disposals were unlikely to be achievable at values that would properly reflect the contribution of those businesses or assets to the ICG Group as a whole. The Independent ICG Board also considered the merits of initiating a formal process to test third-party interest in ICG, whether publicly or on a confidential basis, subject to necessary regulatory approvals. Recognising that no third party had progressed any potential offer as per above and having weighed the potential benefits of such a process against its risks, including the risk that a process which did not result in a transaction on acceptable terms could have a damaging effect on ICG's share price, its lender and counterparty relationships and its ability to retain senior management, together with the disruption, cost and uncertainty involved, the Independent ICG Board concluded that such a process would not be in the best interests of ICG Shareholders, and that it would be unlikely to produce a materially better outcome for ICG Shareholders than the Acquisition. Having assessed the alternatives available to it, the Independent ICG Board considers that the Acquisition delivers more attractive and more certain value to ICG Shareholders than any of the alternatives available to ICG. Reasons for the recommendation In evaluating the Acquisition and reaching its decision to recommend it to ICG Shareholders, the Independent ICG Board took into account, among other things, the following factors: and implies an enterprise value multiple of approximately 9.8x ICG's EBITDA of €150.6 million for the financial year ended 31 December 2025. 4. Recommendation of the Independent ICG Board Having taken into account the relevant factors and applicable risks, the Independent ICG Board, which has been so advised as to the financial terms of the Acquisition by PJT Partners, as financial adviser to ICG and Rule 3 adviser to ICG, considers the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing its advice to the Independent ICG Board, PJT Partners has taken into account the commercial assessments of the Independent ICG Board. Accordingly, the Independent ICG Board unanimously recommends that ICG Shareholders vote in favour of the Acquisition and all of the Resolutions (or, in the event the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer), as they have irrevocably committed to do in respect of their own beneficial holdings of, in aggregate, 361,140 ICG Shares which represent approximately 0.24% of the total issued share capital of ICG or 0.32% of the total issued share capital of ICG excluding the MBO Team as at the close of business on the Latest Practicable Date. 5. BidCo Background to and Rationale for the Acquisition The members of the MBO Team have worked within the ICG Group for many years and have been closely involved in the development and execution of its strategy. During that period, the ICG Group has evolved into a leading maritime transport and logistics business serving key routes between Ireland, Britain and Continental Europe and operating strategically important port infrastructure in Dublin and Belfast. The MBO Team recognises that the ICG Group operates in capital-intensive markets requiring substantial ongoing investment in vessels, fleet renewal, terminal infrastructure, maintenance, technology, environmental initiatives and regulatory compliance. The MBO Team believes that ICG's long-term strategic objectives are best pursued within an ownership structure that supports long-term investment horizons and strategic flexibility. The MBO Team also recognises that the ICG Group operates in markets that are influenced by broader economic, geopolitical and regulatory developments. Freight volumes, passenger demand, fuel costs and international trade flows can be affected by factors outside the ICG Group's control. Recent years have demonstrated this through the effects of Brexit, the Covid-19 pandemic, inflationary pressures and significant volatility in energy markets. While the ICG Group has successfully navigated these challenges and continued to deliver strong operational and financial performance, the MBO Team believes that the long-term nature of these risks further supports an ownership structure capable of taking a long-term view through economic and market cycles. Notwithstanding the ICG Group's strong operational performance and growth in profitability in recent years, the MBO Team believes that the value of the ICG Group has not been fully reflected in its public market valuation. Despite the ICG Group's profitability, strong cash generation and substantial returns of capital to ICG Shareholders through dividends and share buybacks, ICG's market rating has declined. In the MBO Team's view, structural changes in equity markets, including the continued growth of passive investment strategies and increasing investor requirements for scale and trading liquidity, have reduced the attractiveness of smaller listed companies to significant parts of the institutional investor base. As a result, the MBO Team believes that ICG's public market valuation has not fully reflected the quality of its assets, its market position, its financial performance or its long-term prospects. The members of the MBO Team did not initiate a proposal to acquire ICG. Rather, the MBO Team notes that the Independent ICG Board carefully considered ICG's strategic position and the alternatives available to enhance value and liquidity for ICG Shareholders, including the continuation of ICG's existing strategy and the return of additional capital to ICG Shareholders. Against this backdrop, having regard to the factors described above and in the absence of any third-party proposal, the Independent ICG Board invited the members of the MBO Team to evaluate whether a management-led acquisition of ICG could be developed and financed in a manner that would deliver value and liquidity to ICG Shareholders. Following that invitation, the members of the MBO Team undertook an assessment of the feasibility of such a transaction, including the funding required to implement it. The Acquisition has required the assembly of a substantial financing package comprising significant preferred equity capital and third-party bank financing, reflecting the scale of the transaction. Following completion of this assessment and the successful arrangement of financing, the members of the MBO Team established BidCo for the purpose of making the Acquisition. Accordingly, the MBO Team believes that the Acquisition represents the most appropriate ownership structure for the next phase of the ICG Group's development. The MBO Team notes that many of the ICG Group's principal competitors operate under private ownership structures and are therefore not subject to the disclosure, governance and reporting obligations applicable to publicly listed companies. The MBO Team believes that private ownership would provide greater flexibility to pursue long-term strategic initiatives and capital investment programmes without the constraints associated with public market reporting cycles, public market expectations and the ongoing costs and obligations associated with maintaining a public listing. The Acquisition provides ICG Shareholders with the opportunity to realise their investment in full and in cash at an attractive valuation, delivering immediate liquidity and certainty of value, while enabling the ICG Group to pursue its long-term strategic objectives under private ownership. The Acquisition values the entire issued and to be issued share capital of ICG at approximately €1.2 billion on a fully diluted basis and implies an enterprise value of approximately €1.47 billion, representing a price / earnings multiple of approximately 17.9x and an enterprise value / EBITDA multiple of approximately 9.8x for the financial year ended 31 December 2025. The Consideration of €8.00 per ICG Share represents a premium of approximately 28% to the Closing Price of €6.24 per ICG Share on 24 July 2026, and premiums of approximately 25.1%, 25.0% and 34.8% to the volume-weighted average price of a Share over the three-month, six-month and twelve-month periods ended on 24 July 2026, respectively. The MBO Team believes that the Acquisition appropriately balances the long-term investment opportunity presented by the ICG Group with the certainty of value, liquidity and all-cash consideration being offered to ICG Shareholders today. 6. Irrevocable Undertakings BidCo has received irrevocable undertakings from all of the Independent Directors on the Independent ICG Board who hold ICG Shares to vote in favour of the Scheme at the Scheme Meeting and each of the EGM Resolutions to be proposed at EGM (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of the following number of ICG Shares. These irrevocable undertakings remain binding in the event that a higher competing offer is made for ICG and will cease to be binding only if: Other ICG Shareholders Belfry, a party to a family trust, the beneficiaries of which are family members of John B. McGuckian, has committed its support for the Acquisition in respect of all ICG Shares under its control representing, in aggregate, approximately 3.0% of the existing issued ordinary share capital of ICG as at the close of business on the Latest Practicable Date. This comprises an irrevocable undertaking from Belfry to vote (or procure the voting) in favour of the Scheme at the Scheme Meeting and the Resolutions at the EGM (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in respect of 4,441,610 ICG Shares representing approximately 3.0% of the existing issued ordinary share capital of ICG (the " Belfry Irrevocable Undertaking "). The Belfry Irrevocable Undertaking will remain binding in the event that a higher competing offer for ICG is made and will cease to be binding only if the Scheme lapses or is withdrawn. 7. Information on BidCo BidCo is a limited liability company limited by shares incorporated in Ireland for the purposes of the Acquisition and is a newly formed subsidiary of ManagementCo. ManagementCo is owned and controlled by members of ICG's senior management, being Eamonn Rothwell, David Ledwidge, Andrew Sheen and Declan Freeman. BidCo has not traded since incorporation, nor has it entered into any obligations, other than in connection with the offer and financing of the Acquisition. The current directors of BidCo are Eamonn Rothwell, David Ledwidge, Andrew Sheen and Declan Freeman, who hold in aggregate approximately 23.7% of ICG Shares as at the close of business on the Latest Practicable Date. The MBO Team will contribute a significant proportion of the ICG Shares held by the MBO Team and their Affiliates to BidCo for equity share capital in BidCo or its holding company and will sell a proportion to BidCo for cash, which together imply a value per ICG Share to be contributed by the MBO Team to BidCo which is no greater than the per ICG Share price payable to the ICG Scheme Shareholders pursuant to the Acquisition. 8. Information on ICG Irish Continental Group, plc is the leading Irish-based maritime transport group. The ICG Group's activities include the transport of passengers, cars and Roll on Roll off (RoRo) freight under the Irish Ferries brand, on routes between each of Ireland, Britain and Continental Europe. The ICG Group also provides Container Lift on Lift off (LoLo) freight services on routes between Ireland and Continental Europe under the Eucon brand. Other activities include the operation of container terminals in the ports of Dublin and Belfast and ship chartering activities. ICG is listed on the regulated market of Euronext Dublin (IR5B) and the Main Market of the London Stock Exchange (ICGC) respectively. 9. Structure of the Acquisition Scheme It is intended that the Scheme will be implemented by means of a High Court-sanctioned scheme of arrangement in accordance with Chapter 1 of Part 9 of the Act. Under the Scheme, all ICG Shares held by ICG Shareholders (other than any Excluded Shares) will be transferred to BidCo in accordance with the Scheme and BidCo will pay the Consideration to the Scheme Shareholders. As a result of these arrangements, the Scheme Shareholders will receive the Consideration and ICG will become a Subsidiary of BidCo. To become effective, the Scheme requires, amongst other things (i) the approval of the Scheme by members of each class of ICG Shareholders present and voting, either in person or by proxy, at the Scheme Meeting(s) (or at any adjournment of such meeting(s)) representing, at the Voting Record Time, at least three-fourths (75%) in value of the ICG Shares of that class held by such ICG Shareholders present and voting; and (ii) the approval by ICG Shareholders of the EGM Resolutions (other than the Rule 16 Resolution) at the EGM (or any adjournment of such meeting). Once the requisite approvals of the Scheme Shareholders at the Scheme Meeting(s) and the ICG Shareholders at the EGM have been obtained, and the other Conditions have been satisfied or (where applicable) waived, an application will be made to the High Court to sanction the Scheme under the Act. Subject to the sanction of the High Court, the Scheme will become effective in accordance with its terms following delivery of a copy of the Court Order to the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting(s) or EGM, or whether they voted in favour of or against the Scheme. Full details of the Scheme to be set out in the Scheme Document The Scheme Document will contain, amongst other things, further information about the Acquisition, the full terms of the Scheme, the notices of the Scheme Meeting(s) and the EGM and the expected timetable for completion and will specify the action to be taken by ICG Shareholders to vote on the Resolutions. The Scheme Document will be sent (together, where relevant, with forms of proxy) as soon as practicable and, in any event (save with the consent of the Irish Takeover Panel) within 28 days after the date of this Announcement to ICG Shareholders and, for information only, to ICG Award Holders. The Acquisition and the Scheme will comply with the Irish Takeover Rules, the Act and, where relevant, the Euronext Dublin Listing Rules and the UK Listing Rules and will be subject to the terms and conditions set out in this Announcement and to be set out in the Scheme Document. The Acquisition and the Scheme are and will be governed by the laws of Ireland. Conditions to the Acquisition The Acquisition and the Scheme are subject to the Conditions and certain further terms which are set out in Appendix I to this Announcement and which will be set out in the Scheme Document. Scheme timetable It is anticipated that the Scheme will, subject to the satisfaction or (where applicable) waiver of the Conditions, become effective in the fourth quarter of 2026. 10. Effect of the Scheme on ICG Share Plans ICG operates the ICG Performance Share Plan which was approved by shareholders at its 2017 Annual General Meeting. The Parties have agreed that where employees or officers of ICG hold ICG Awards that are unvested, the ICG Remuneration Committee will assess the performance conditions applicable to any ICG Award by reference to the extent of the performance period which has elapsed and exercise its discretion to vest such number of ICG Awards which meet the performance criteria on a pro-rata basis by reference to the elapsed performance period. In accordance with Rule 15 of the Irish Takeover Rules, BidCo will make appropriate proposals to participants in the ICG Share Plans in relation to the ICG Awards. Participants will be contacted separately, at or as soon as possible after the date of despatch of the Scheme Document, regarding the effect of the Acquisition on the ICG Awards under the ICG Share Plans and the relevant details will be summarised in the Scheme Document. 11. Financing of the Acquisition The Consideration payable under the terms of the Acquisition will be funded by a combination of preferred equity in the amount of €455 million and debt financing pursuant to the terms of a senior facility agreement. BNP Paribas SA and Banco Santander, S.A. have arranged a senior secured term loan and revolving credit facility in an initial amount of €798 million to BidCo for the purpose of financing the acquisition and funding the Consideration payable under the Scheme (along with the preferred equity financing described below). In connection with the preferred equity subscription, GIP CAPS III Bluefin Luxco S.à r.l. (the " Preferred Equity Investor "), an entity owned and controlled by certain funds managed and/or controlled by Global Infrastructure Management, LLC (the " GIP Credit Funds "), has entered into a subscription agreement with Bluefin Topco Limited (" TopCo "), which sets out the basis on which the Preferred Equity Investor will subscribe for preferred shares in TopCo immediately upon the Scheme becoming effective. The GIP Credit Funds and/or the Preferred Equity Investor may seek to syndicate a portion of the preferred shares prior to or following the Scheme becoming effective. TopCo will use the proceeds of such preferred equity subscription to subscribe for shares in its wholly owned subsidiary, Bluefin Midco Limited (" MidCo ") and MidCo will then use the proceeds of that subscription to subscribe for shares in its wholly owned subsidiary BidCo. BidCo will use proceeds from that subscription, along with the debt financing described above, to pay the Consideration payable under the Scheme. In accordance with Rule 2.7(d) of the Irish Takeover Rules, Goodbody, as financial adviser to BidCo, is satisfied that sufficient resources are available to BidCo to satisfy in full the Consideration payable to ICG Shareholders under the terms of the Scheme. 12. BidCo's intention for the ICG business, management, employees, operations and governance BidCo's strategic plans for ICG BidCo's members have been responsible for the development and execution of ICG's strategy over a number of years and intend to continue implementing ICG's existing strategic and operational priorities. Consistent with ICG's current approach, BidCo intends to maintain ICG's commitment to its employees, customers and other stakeholders and continue to support the ongoing development of the business. Management and employees BidCo attaches great importance to the skill and experience of ICG's management and employees and recognises that the employees and management of ICG have been and will continue to be key to ICG's continued success. BidCo does not intend to initiate any reductions to ICG's headcount or changes to the conditions of employment or the balance of skills and functions of the employees and management of ICG. It is intended that, with effect from the Effective Date and once ICG becomes a private company, each of the non-executive directors of ICG shall resign from their office. Management incentivisation arrangements BidCo attaches great importance to the skills, experience and leadership of ICG's management and recognises that the management of ICG have been and will continue to be critical to ICG's continued success. BidCo is considering an executive management incentivisation and retention arrangement for the purposes of the retention and incentivisation of key senior managers. Any such arrangement remains under consideration by BidCo and, if proposed, any such arrangement shall be subject to the requirements of Rule 16.2 of the Irish Takeover Rules and could include a Rule 16 Resolution should the Takeover Panel require it. Further details, if any, will be included in the Scheme Document. Existing employment rights and pensions BidCo confirms that, upon completion of the Acquisition, the existing contractual and statutory employment rights of all management and employees of ICG and its subsidiaries will be fully safeguarded in accordance with applicable law. BidCo does not intend to make any changes to ICG's current employer pension arrangements and intends to maintain ICG's employee pension schemes. Location of business, fixed assets and headquarters BidCo has no intention to initiate any change in the locations of ICG's fixed assets or places of business. BidCo also has no intention to change the location of ICG's headquarters or headquarter functions in Dublin. Trading facilities ICG Units are currently admitted to trading on Euronext Dublin and the London Stock Exchange. As referred to in paragraph 14 below, applications will be made: (i) to Euronext Dublin and the London Stock Exchange prior to the Effective Date to cancel the admission of the ICG Units to trading on the regulated market of Euronext Dublin and the Main Market of the London Stock Exchange respectively; (ii) to Euronext Dublin to cancel the listing of ICG Units on the Official List of Euronext Dublin; and (iii) to the FCA to cancel the listing of ICG Units on the equity shares (international commercial companies secondary listing) category of the FCA's Official List, in each case with effect from shortly after the Effective Date, subject to and following the Scheme becoming effective. Following this, steps will be taken to re-register ICG as a private company limited by shares. 13. Acquisition related arrangements BidCo and ICG have entered into a Transaction Agreement dated 24 July 2026 which contains certain assurances in relation to the implementation of the Scheme and other matters related to the Acquisition. A summary of the principal terms of the Transaction Agreement will be set out in the Scheme Document. The Transaction Agreement provides that where the Independent ICG Board determines that an ICG Superior Proposal has been received, ICG will provide BidCo with an opportunity, for a period of five Business Days from the time of the receipt by BidCo of notice in writing from ICG confirming that the Independent ICG Board has determined that an ICG Superior Proposal has been received together with details of the material terms of such ICG Superior Proposal, to increase or modify the Consideration such that the ICG Superior Proposal would not constitute an ICG Superior Proposal. Expenses Reimbursement Provisions Under the Expenses Reimbursement Provisions, ICG has agreed to pay to BidCo in certain circumstances set out below an amount equal to all documented, specific and quantifiable third party costs incurred by ManagementCo, BidCo or any member of the BidCo Group, or on its or their behalf, for the purposes of, in preparation for, or in connection with the Acquisition, including exploratory work carried out in contemplation of and in connection with the Acquisition, legal, financial, accounting, property and commercial due diligence, arranging financing and engaging advisers to assist in the process, provided that the aggregate of: (i) the amount payable to BidCo pursuant to the Transaction Agreement; and (ii) any amount payable to any Tax Authority by: (x) any member of the ICG Group pursuant to Clause 8.5(d) of the Transaction Agreement, or (y) by BidCo (or the relevant member of a VAT Group of which BidCo is a member) for which any member of the ICG Group is required to pay an amount equal to such VAT to BidCo (or the relevant member of a VAT Group of which BidCo is a member) pursuant to Clause 8.5(d) of the Transaction Agreement which constitutes Irrecoverable VAT (together with any associated interest and penalties), shall not, in any event, exceed: (x) in any of the circumstances set out in (i), (ii) and (iii) below, such sum as is equal to 1% of the total value of the issued and to be issued share capital of ICG that is the subject of the Acquisition (other than the Excluded Shares) as set out by the terms of the acquisition contained in this Announcement; or (y) in the circumstances set out at (iv) below, an amount equal to €2,500,000 (the " Cap", as applicable). The circumstances in which such payment will be made are if: (i) the Transaction Agreement is terminated: (A) by BidCo for the reason that the Independent ICG Board or any committee thereof makes an ICG Change of Recommendation and the Acquisition subsequently lapses or is withdrawn (it being understood, for the avoidance of doubt, that the provision by ICG to BidCo of notice or information in connection with an ICG Alternative Proposal or ICG Superior Proposal as required or expressly permitted by the Transaction Agreement shall not, in each case, in and of itself, constitute an ICG Change of Recommendation); or (B) by ICG, upon written notice at any time following delivery of a Final Recommendation Change Notice under and in accordance with Clause 5.2(e) of the Transaction Agreement and, in accordance with the Transaction Agreement, where the Acquisition subsequently lapses or is withdrawn; or (ii) all of the following occur: (A) prior to the Scheme Meeting (or, in the case of a Takeover Offer prior to the Final Closing Date), an ICG Alternative Proposal is publicly disclosed by ICG or any person shall have publicly announced an intention (whether or not conditional) to make an ICG Alternative Proposal and, in each case, such disclosure or announcement is not publicly withdrawn without qualification at least three Business Days before the date of the Scheme Meeting or Final Closing Date (it being understood that, for the purposes of this paragraph, references to 10% and 90% in the definition of ICG Alternative Proposal shall be deemed to refer to 50%); and (B) the Transaction Agreement is terminated by BidCo for the reason that ICG shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the Transaction Agreement, which material breach or failure to perform: (x) would result in a failure of any of the Conditions; and (y) is not reasonably capable of being cured by the End Date or, if curable, BidCo shall have given ICG written notice, delivered at least 30 days prior to such termination, stating BidCo's intention to terminate the Transaction Agreement pursuant to Clause 9.1(f) of the Transaction Agreement and the basis for such termination and such breach, failure to perform or inaccuracy shall not have been cured within 30 days following the delivery of such written notice or, if earlier, by the End Date; and (C) an ICG Alternative Proposal is consummated within 12 months, or a definitive agreement providing for an ICG Alternative Proposal is entered into within 12 months after such termination and such ICG Alternative Proposal is subsequently consummated pursuant to that definitive agreement (as such definitive agreement may be amended, modified or supplemented), in each case, regardless of whether such ICG Alternative Proposal is the same ICG Alternative Proposal referred to in paragraph (ii)(A) above; or (iii) all of the following occur: (A) prior to the Scheme Meeting (or, in the case of a Takeover Offer prior to the Final Closing Date), an ICG Alternative Proposal is publicly disclosed by ICG or any person shall have publicly announced an intention (whether or not conditional) to make an ICG Alternative Proposal and, in each case, such disclosure or announcement is not publicly withdrawn without qualification at least three Business Days before the date of the Scheme Meeting or Final Closing Date (it being understood that, for the purposes of this paragraph, references to 10% and 90% in the definition of ICG Alternative Proposal shall be deemed to refer to 50%); and (B) the Transaction Agreement is terminated by either ICG or BidCo for the reason that the Scheme Meeting or the EGM shall have been completed and the Scheme Meeting Resolution or the EGM Resolutions (other than the Rule 16 Resolution), as applicable, shall not have been approved by the requisite majority of votes (or, in the case of a Takeover Offer, the Final Closing Date having passed without the Takeover Offer becoming unconditional as to acceptances); and (C) an ICG Alternative Proposal is consummated within 12 months, or a definitive agreement providing for an ICG Alternative Proposal is entered into within 12 months after such termination and such ICG Alternative Proposal is consummated pursuant to that definitive agreement (as such definitive agreement may be amended, modified or supplemented), in each case, regardless of whether such ICG Alternative Proposal is the same ICG Alternative Proposal referred to in paragraph (iii)(A) above; or (iv) if, after issuance of this Announcement, BidCo's offer in respect of the Acquisition does not become effective. Each of the Independent ICG Board and PJT Partners, as financial adviser and Rule 3 advisers to the Independent ICG Board, has confirmed in writing to the Irish Takeover Panel that for the purposes of the Note to Rule 21.2 of the Irish Takeover Rules, they consider the terms of the Expenses Reimbursement Provisions to be in the best interests of ICG Shareholders. 14. Delisting and Cancellation of Trading of ICG Units Applications will be made: (i) to Euronext Dublin and the London Stock Exchange prior to the Effective Date to cancel the admission of the ICG Units to trading on the regulated market of Euronext Dublin and the Main Market of the London Stock Exchange respectively; (ii) to Euronext Dublin to cancel the listing of ICG Units on the Official List of Euronext Dublin; and (iii) to the FCA to cancel the listing of ICG Units on the equity shares (international commercial companies secondary listing) category of the FCA's Official List, in each case with effect from shortly after the Effective Date, subject to and following the Scheme becoming effective. Dealing in ICG Units on the regulated market of Euronext Dublin and the Main Market of the London Stock Exchange may be suspended prior to the Effective Date. An appropriate announcement in this regard will be made in due course. As soon as is reasonably practicable following the Effective Date, it is intended that ICG will be re-registered as a private company limited by shares. 15. Interests and Short Positions in ICG As at the close of business on the Latest Practicable Date, each of Eamonn Rothwell, David Ledwidge, Andrew Sheen and Declan Freeman held the following interests in ICG Shares: Other than as set out above, none of BidCo, ManagementCo, nor, in so far as BidCo or ManagementCo are respectively aware, any other person Acting in Concert with any of them had any interest in, right to subscribe for, or had borrowed or lent any ICG Shares or securities convertible or exchangeable into ICG Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery, had received an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of ICG other than as described in this Announcement, in relation to ICG Shares or in relation to any securities convertible or exchangeable into ICG Shares, other than: Save as described below, no arrangement to which Rule 8.7 of the Irish Takeover Rules applies exists between BidCo, ManagementCo or ICG or a person Acting in Concert with BidCo, ManagementCo or ICG respectively in relation to ICG Shares. For these purposes, an " arrangement to which Rule 8.7 of the Irish Takeover Rules applies " includes any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature, between two or more persons relating to relevant securities which is or may be an inducement to one or more of such persons to deal or refrain from dealing in such securities. For the purposes of effecting a portion of the rollover of the MBO Retained Restricted Shares, BidCo has entered into a put and call option agreement with each of the MBO Team members (other than Mr. Rothwell) for a number of their MBO Retained Restricted Shares. These MBO Retained Restricted Shares (being 1,976,399 MBO Retained Restricted Shares in total) may be acquired by BidCo on a share for share basis at a value equal to the Consideration. In the interests of confidentiality, BidCo and ManagementCo have each made only limited enquiries in respect of certain parties who may be deemed by the Irish Takeover Panel to be Acting in Concert with it for the purposes of the Acquisition. Further enquiries will be made to the extent necessary as soon as practicable following the date of this Announcement and any disclosure in respect of such parties will be included in the Scheme Document. 16. Tax Each holder of ICG Shares is advised to consult his, her or its independent professional adviser regarding the tax consequences of the Acquisition. 17. Rule 2.10 Disclosure In accordance with Rule 2.10 of the Irish Takeover Rules, ICG confirms that as at the close of business on the Latest Practicable Date before this Announcement it had 148,466,858 ICG Shares in issue with voting rights, with no Treasury Shares. The ISIN for the ICG Shares is IE00BLP58571. At that date there were outstanding ICG Awards to subscribe for 3,503,061 ICG Shares which have been granted by ICG. 18. Documents Copies of the following documents will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on ICG's website ( www.icg.ie ) by no later than 12:00 noon on the Business Day following the date of this Announcement: (a) this Announcement; (b) the Transaction Agreement; and (c) the irrevocable undertakings referred to in paragraph 6 above. Neither the content of the websites referred to in this Announcement nor the contents of any website accessible from hyperlinks on any such website are incorporated into or form part of this Announcement. 19. General PJT Partners and Goodbody have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear. This Announcement is being made pursuant to Rule 2.7 of the Irish Takeover Rules. Appendix I to this Announcement contains the Conditions and certain further terms of the Acquisition and the Scheme. Appendix II to this Announcement contains definitions of certain expressions used in this Announcement. Appendix III to this Announcement contains further details of the sources of information and bases of calculations set out in this Announcement. This Announcement does not constitute a prospectus or prospectus equivalent document. Any decision in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition and the Scheme are made. ICG Shareholders are advised to carefully read the formal documentation in relation to the Acquisition, including 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. Enquiries Responsibility statements required by the Irish Takeover Rules The BidCo Directors and the MBO Team accept responsibility for the information contained in this Announcement, other than information relating to the Independent ICG Board and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the BidCo Directors and the MBO Team (who, in each case, have taken all reasonable care to ensure that this 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. The ICG Directors accept responsibility for the information contained in this Announcement relating to ICG, the ICG Group and the ICG Directors and members of their immediate families, related trusts and persons connected with them, except for the recommendation and related opinions of the Independent ICG Board. The Independent ICG Board accept responsibility for the recommendation and related opinions of the Independent ICG Board contained in this Announcement. To the best of the knowledge and belief of the ICG Directors and the Independent ICG Directors (who, in each case, have 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. Advisers 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. Goodbody Stockbrokers UC (" Goodbody ") is authorised and regulated by the Central Bank of Ireland and in the United Kingdom, Goodbody is authorised and regulated by the FCA. Goodbody is acting exclusively for BidCo as financial adviser and no one else in connection with the Acquisition and other matters set out in this Announcement and shall not be responsible to anyone other than the BidCo for providing the protections afforded to clients of Goodbody, nor for providing advice in connection with the Acquisition, the content of this Announcement or any matter or arrangement referred to herein. Neither Goodbody nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goodbody in connection with this Announcement, the Acquisition, any statement contained herein or otherwise. A&L Goodbody LLP is acting as legal adviser to ICG and Arthur Cox LLP is acting as legal adviser to BidCo and the MBO Team in connection with the Acquisition. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as financing counsel to BidCo and Latham & Watkins LLP is acting as legal adviser to the lending banks. 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 contains certain forward-looking statements with respect to BidCo, ManagementCo, and ICG. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the BidCo Group, ManagementCo, or the ICG Group; and (iii) the effects of government regulation on the business of the BidCo Group, ManagementCo or the ICG Group. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to BidCo, ManagementCo or ICG or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither BidCo, ManagementCo, nor ICG undertake any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, 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' in 'relevant securities' by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (Irish 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 the offeree company, 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 a bidder, or by any party Acting in Concert with a bidder, must also be disclosed by no later than 12 noon (Irish 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' 'opening positions' 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 or 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. No profit forecasts or estimates No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for BidCo, ManagementCo, or ICG, respectively, for the current or future financial years would necessarily match or exceed any historical published earnings or earnings per share for BidCo, ManagementCo or ICG, respectively. No statement in this Announcement constitutes an estimate of the anticipated financial effects of the Acquisition. Right to switch to a Takeover Offer BidCo reserves the right to elect, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of ICG (other than any shares in the beneficial ownership of BidCo, if any) as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Appendix I to this Announcement and in the Transaction Agreement. Publication on website Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available on ICG's website ( www.icg.ie ) by no later than 12:00 noon 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. Availability of Hard Copies Any ICG Shareholder may request a copy of this Announcement in hard copy form by contacting Brian Holland at ICG, Ferryport, Alexandra Road, Dublin 1, D01 W2F5, Ireland via telephone on +353 1 607 5700 between 9.00 a.m. and 5.00 p.m. (Irish time), Monday to Friday (excluding public holidays) or by email at [email protected]. Any written requests must include the identity of the ICG Shareholder and any hard copy documents will be posted to the address of the ICG Shareholder provided in the written request. A hard copy of this Announcement will not be sent to any ICG Shareholder unless such a request is made. Any ICG Shareholder making any such request may also request that all future documents, announcements and information required to be sent to that person by ICG or BidCo, as the case may be, in relation to the Acquisition should be sent by ICG or BidCo to that person in hard copy form. Rounding Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them. General The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. 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 Acquisition will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction. The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, BidCo, ManagementCo and ICG disclaim any responsibility or liability for the violations of any such restrictions by any person. Notice to U.S. shareholders in ICG The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under Irish company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934, as amended. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland for a public acquisition by scheme of arrangement, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with IFRS and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for U.S. shareholders to enforce any rights or claims arising out of U.S. federal laws, since BidCo and ICG are organised and located in non-U.S. jurisdictions, and some or all their officers and directors may be residents of non-U.S. jurisdictions. U.S. shareholders might not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to the jurisdiction and judgment of a U.S. court. U.S. shareholders also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. U.S. shareholders are urged to consult with legal, tax and financial advisers. In accordance with, and to the extent permitted by, the Irish Takeover Rules and normal Irish and U.K. market practice, Goodbody and its respective affiliates, may continue to act as exempt principal traders or exempt market makers in ICG Shares on the London Stock Exchange and on Euronext Dublin and may engage in certain other purchasing activities consistent with their usual practice and applicable law. In addition, in compliance with the Irish Takeover Rules, BidCo and certain affiliates or their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, ICG securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices. Any information about such purchases will be disclosed to the Irish Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with applicable regulatory requirements, will be made available via a Regulatory Information Service on the Euronext Dublin or London Stock Exchange's websites, www.euronext.com or www.londonstockexchange.com. APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION AND THE SCHEME The Acquisition and the Scheme will comply with the Irish Takeover Rules, the Act and, where relevant, the Euronext Dublin Listing Rules and the UK Listing Rules and will be subject to the terms and conditions set out in this Announcement and to be set out in the Scheme Document. The Acquisition and the Scheme are governed by the laws of Ireland. Terms defined in Appendix II shall have the same meaning where used in this Appendix I. Conditions to the Acquisition and the Scheme The Acquisition and the Scheme will be subject to the following conditions: 1. The Acquisition will be conditional upon the Scheme becoming effective and unconditional by not later than the End Date. 2. The Scheme will be conditional upon: 2.1 the approval of the Scheme by the members of each class of ICG Shareholders present and voting, either in person or by proxy, at the Scheme Meeting(s) (or at any adjournment of such meeting(s)) representing, at the Voting Record Time, at least three-fourths (75%) in value of the ICG Shares of that class held by such ICG Shareholders present and voting. 2.2 the EGM Resolutions (other than any Rule 16 Resolution) being duly passed by the requisite majority of ICG Shareholders at the EGM (or any adjournment of such meeting); 2.3 the sanction by the High Court (with or without material modification, but subject to any such modification being acceptable to each of BidCo and ICG, acting reasonably) of the Scheme pursuant to Chapter 1 of Part 9 of the Act (the date on which the condition in this paragraph 2.3 is satisfied, the " Sanction Date "); and 2.4 the delivery of a copy of the Court Order to the Registrar of Companies. 3. BidCo and ICG have agreed that, subject to paragraph 4 and 5 of this Appendix I, the Acquisition will also be conditional upon the following matters having been satisfied or waived on or before the Sanction Date: 3.1 The notification relating to the Acquisition having been made and accepted under the NSI Act and the Secretary of State responsible for decisions under the NSI Act in the Cabinet Office or in any other such government department as may be the case from time to time (each an " NSIA Authority "), having either: (a) notified BidCo that no further action will be taken in relation to the Acquisition; or (b) if the NSIA Authority issues a call-in in relation to the Acquisition under section 1(1) of the NSI Act, either: General Regulatory 3.2 no (i) Law, (ii) injunction, restraint or prohibition by any court of competent jurisdiction, or (iii) injunction, order, prohibition under any Antitrust Law or Antitrust Order by any Governmental Body shall have been enacted or entered and shall continue to be in effect which would or would reasonably be expected to (in any case to an extent or in a manner which is material in the context of, and adverse to, the Acquisition): (a) make the Acquisition or its implementation, or the acquisition or proposed acquisition by BidCo or any member of the BidCo Group, of any shares or other securities in, or control or management of, ICG, or any of the material assets of ICG, void, illegal or unenforceable or otherwise, directly or indirectly, materially restrain, revoke, prohibit, materially restrict or delay the same or impose materially additional or different conditions or obligations with respect thereto which would, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on BidCo or any member of the BidCo Group or the ICG Group, in each case taken as a whole; (b) result in a material delay in the ability of BidCo or any member of the BidCo Group, or render BidCo or any member of the BidCo Group unable to acquire some or all of the ICG Shares or result in or affect any divestiture of, or requirement to hold separate (including by establishing a trust or otherwise), or agree to restrict in any material respect its ownership or operation of, any material portion of the business or assets of ICG, or to enter into any material adverse settlement or consent decree, or agree to any material adverse undertaking, with respect to any material portion of the business or assets of ICG; (c) impose any limitation on or result in a material delay in the ability of BidCo or any member of the BidCo Group to acquire, or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares, ICG Shares, (or the equivalent) in, or to exercise voting or management control over, ICG or any material member of the ICG Group or on the ability of any member of the ICG Group to hold or exercise effectively, directly or indirectly, rights of ownership of shares (or the equivalent) in, or to exercise rights of voting or management control over, any material member of the ICG Group; (d) require any member of the BidCo Group or any material member of the ICG Group to sell, divest, hold separate, or otherwise dispose of all or any material part of their respective businesses, operations, product lines or assets or property or to prevent or materially delay any of the above; (e) require the divestiture by any member of the BidCo Group or by any material member of the ICG Group of all or any material part of their respective businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their material assets or material properties (or any part thereof); (f) require any member of the BidCo Group or any member of the ICG Group to acquire or offer to acquire any shares or other securities (or the equivalent) in, or any interest in any asset owned by, any member of the ICG Group or owned by any third party where the cost of doing so would be material in value terms in the context of the ICG Group taken as a whole; (g) require, prevent or delay any divestiture, by any member of the BidCo Group of any ICG Shares or any other securities (or the equivalent) in ICG; (h) except where the consequences thereof would not be material (in value terms or otherwise) in the context of the ICG Group taken as a whole, impose any limitation on the ability of BidCo or any member of the BidCo Group to integrate or co-ordinate its business, or any part of it, with the businesses of any member of the ICG Group; (i) result in any material member of the ICG Group ceasing to be able to carry on business in any jurisdiction in which it currently operates; (j) require any member of the ICG Group to relinquish, terminate or amend in any material way any material contract to which any member of the ICG Group or any member of the BidCo Group is a party; (k) cause any member of the ICG Group to cease to be entitled to any material authorisation, order, recognition, grant, consent, clearance, confirmation, licence, permission or approval used by it in the carrying on of its business in any jurisdiction in which it currently operates; or (l) otherwise adversely affect the business, operations, profits, assets, liabilities, financial or trading position of any material member of the ICG Group; Anti-corruption and sanctions 3.3 except as Disclosed, BidCo not having discovered that: (a) any past or present member of the Wider ICG Group, any past or present director, officer or employee of each member of the Wider ICG Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the Irish Criminal Justice (Corruption Offences) Act 2018, the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti corruption legislation; (b) any member of the Wider ICG Group is ineligible to be awarded any contract or business under regulation 57 of the Public Contracts Regulations 2015, regulation 80 of the Utilities Contracts Regulations 2016, regulation 57 of the Irish European Union (Award of Public Authority Contracts) Regulations 2016 or regulation 89 of the Irish European Union (Award of Contracts by Utility Undertakings) Regulations 2016 (each as amended) or equivalent legislation in any other jurisdiction; (c) any past or present member of the Wider ICG Group, any past or present director, officer or employee of each member of the Wider ICG Group or any person that performs or has performed services for or on behalf of any such company has at any time engaged in any activity or business with, or made any investments in, or made any funds or assets available to or received any funds or assets from (A) any government, entity or individual in respect of which US, UK or EU persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or EU or other applicable Laws, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury; or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the UK or the EU (or any of their respective member states) or any other applicable jurisdiction other than in respect of business or activities that are not prohibited by any such sanctions; or (d) a member of the Wider ICG Group has engaged in a transaction which would cause any member of the BidCo Group to be in breach of any applicable anti-corruption, anti-bribery, sanctions or anti-money laundering Law on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury or the Irish Department of Enterprise, Trade and Employment, the Irish Department of Foreign Affairs, the Irish Department of Finance, the Irish Central Bank, the Irish courts or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States, the UK or the European Union or any of its member states, in each case to an extent or in a manner which is material in the context of the Wider ICG Group taken as a whole; No criminal property 3.4 except as Disclosed, BidCo not having discovered that any asset of any member of the Wider ICG Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002, (but disregarding paragraph (b) of that definition); Termination of the Transaction Agreement 3.5 the Transaction Agreement not having been terminated as a consequence of any of the following events having occurred (such events (including that set out in the Condition in paragraph 3.6 below) being the events set out in the Transaction Agreement following the occurrence of which the Transaction Agreement may be terminated in accordance with its terms): (a) if the Acquisition is implemented by way of a Scheme, by either ICG or BidCo if the Scheme Meeting(s) or the EGM have been completed and the Scheme Meeting Resolutions or the EGM Resolutions (other than the Rule 16 Resolution), as applicable, have not been approved by the requisite majorities of ICG Shareholders; (b) by either ICG or BidCo if the Effective Time has not occurred by 5.00 pm on the End Date (as may be extended in accordance with the terms of the Transaction Agreement), provided that the right to terminate the Transaction Agreement under Clause 9.1(b) shall not be available to a Party whose breach of any provision of the Transaction Agreement has been the primary cause of the failure of the Effective Time to have occurred by such time; (c) if the Acquisition is implemented by way of a Scheme, by either ICG or BidCo if the High Court declines or refuses to sanction the Scheme, unless each Party agrees within 30 days of such decision that the decision of the High Court shall be appealed; (d) by either ICG or BidCo if an injunction has been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Acquisition and such injunction has become final and non-appealable; (e) by ICG, if ManagementCo or BidCo has breached or failed to perform in any material respect any of its covenants or other agreements contained in the Transaction Agreement or any of its representations or warranties set out in the Transaction Agreement having been inaccurate, which breach, failure to perform or inaccuracy: (a) would result in a failure of any Conditions; and (b) is not reasonably capable of being cured by the End Date or, if curable, ICG has given BidCo written notice, delivered at least 30 days prior to such termination, stating ICG's intention to terminate the Transaction Agreement under Clause 9.1(e) and the basis for such termination and such breach, failure to perform or inaccuracy has not been cured within 30 days following the delivery of such written notice or, if earlier, by the End Date; (f) by BidCo, if ICG has breached or failed to perform in any material respect any of its covenants or other agreements contained in the Transaction Agreement or any of its representations or warranties set out in the Transaction Agreement having been inaccurate, which material breach, failure to perform or inaccuracy: (a) would result in a failure of any Condition; and (b) is not reasonably capable of being cured by the End Date or, if curable, BidCo has given ICG written notice, delivered at least 30 days prior to such termination, stating BidCo's intention to terminate the Transaction Agreement under Clause 9.1(f) and the basis for such termination and such breach, failure to perform or inaccuracy will not have been cured within 30 days following the delivery of such written notice or, if earlier, by the End Date; (g) by BidCo, in the event that an ICG Change of Recommendation has occurred or the Independent ICG Board or any committee thereof withdraws (or modifies in any manner adverse to BidCo) or proposes publicly to withdraw (or modify in any manner adverse to BidCo) the Scheme Recommendation or, following the Scheme Meeting, the Independent ICG Board announced that it does not intend to implement or support the Scheme; (h) by ICG upon written notice at any time following delivery of a Final Recommendation Change Notice under and in accordance with Clause 5.2(e) of the Transaction Agreement; or (i) by mutual written consent of ICG and BidCo, subject to the consent of the Irish Takeover Panel (if required); Certain matters arising as a result of any arrangement, agreement, etc. 3.6 except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, authorisation, franchise, facility, lease or other instrument to which any member of the ICG Group is a party or by or to which any such member or any of its respective assets may be bound, entitled or subject and which, in consequence of the Acquisition or the proposed acquis...

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