Court allows ICG to reconvene meetings

IRISH Continental Group (ICG), which operates Irish Ferries, has been given High Court approval to reconvene meetings where its shareholders will be asked to approve a scheme to allow the company be taken over by Aella.

The meetings were originally due to be held earlier this year after Aella reached an agreement with the independent board of ICG.

Aella is a firm owned by senior members of ICG’s management team. Director Eamonn Rothwell is ICG’s chief executive.

However the meetings were adjourned by the High Court in April after rival consortium Moonduster Ltd, a wholly owned subsidiary of Rambone Ltd put in a higher bid to acquire ICG.

Rambone is majority-owned by One51 Capital Ltd and a subsidiary of the Doyle Group Ltd.

The convening of such meetings, which must be held as part of a proposed takeover bid such as this, must be formally approved by the courts.

Yesterday at the High Court, Mr Justice George Birmingham said it was appropriate to make the orders being sought to have the meetings reconvened so shareholders can decide whether to accept or reject a takeover bid.

Counsel for the Independent Board of ICG, Michael C ollins SC, said the board of ICG wished to go ahead with the meetings where the terms of the proposed acquisition of the company by Aella can be put to ICG’s shareholders.

Counsel said a 75% approval rate of those who hold ICG units is required before the takeover can go ahead.

ICG director Peter Crowley said in the best interests of the company and the shareholders, the board decided to set a deadline of August 17 to have matters resolved after negotiations reached a stalemate.

Five minutes before that deadline expired, Aella tabled a bid which the board was recommending.

He said no proposal was received from the Moonduster consortium. Mr Crowley asked the court that 14 days notice be given for the holding of the meetings, which would be advertised.

He said the company had been on offer for more than five months. Given that length of time it was imperative uncertainty regarding the ownership be resolved as soon as possible so as not to distract management from the company operations.

He added issues surrounding a possible takeover were disclosed through the Stock Exchange announcements.