FOR IMMEDIATE RELEASE

28 July 2006

 

 

RECOMMENDED CASH OFFER

 

for

 

eircom Group plc (“eircom”)

by

 

BCM Ireland Holdings Limited

(“BCMIH”)

 

 

Update on Offer – Eircom Shareholders Vote to Accept Offer

 

BCMIH is pleased to announce that shareholders in eircom have voted to accept the recommended offer (the “Offer”) by BCMIH, a BCM-controlled entity, for the issued share capital in eircom, at a Court Meeting and an associated Extraordinary General Meeting (“EGM” and together with the Court Meeting the “Meetings”) of eircom shareholders held on 26 July 2006 in Dublin, Ireland. The results of the Meetings are set out in the announcement by eircom which has been released to the London and Irish Stock Exchanges.

 

Mr Rob Topfer Executive Director of BCM said “The vote to accept our Offer by eircom shareholders is a significant milestone in our A$8bn Offer for all the issued share capital in eircom. We look forward, in conjunction with our partners in the Offer, the eircom Employee Share Ownership Trust (“ESOT”), to working with the senior management of eircom to realise our vision for the business which is focused on building bundled product growth and unlocking the long term value in the eircom network.”

 

“We expect our strategy will deliver significant benefits to the people of Ireland looking to maintain a competitive edge against European counterparts.”

 

Pierre Danon, a Director of BCMIH said “We welcome the approval by eircom shareholders to move forward with the Offer, which remains subject to the receipt of Court approval which is expected on or about the 17th August. BCMIH is a committed long term shareholder and we look forward to working with the management team of eircom, to build on the existing business platform by embracing new products, being highly customer focused and investing in its network infrastructure.”

 

The Offer for the acquisition of the issued capital in eircom is to be effected by means of a scheme of arrangement (“Scheme”) under section 425 of the United Kingdom Companies Act. The final Court Hearing to approve the Scheme, which will result in eircom ordinary shares being delisted from the Official Lists of the UK Listing Authority and the Irish Stock Exchange, is expected to occur on 17 August 2006, with the effective date of the Scheme expected to be 18 August 2006. These dates are indicative only and will depend, inter alia, on the date upon which the Court sanctions the Scheme and the Reduction of Capital.

 

General

 

Definitions used in this announcement have the same meaning as set out in the announcement dated 23 May 2006.

 

This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities. Any decision in relation to the Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer is made.

 

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, “interested” (directly or indirectly) in 1 per cent. or more of any class of “relevant securities” of eircom, all “dealings” in any “relevant securities” of eircom (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of eircom, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Under the provisions of Rule 8.1 of the City Code, all “dealings” in “relevant securities” of eircom by BCMIH or eircom, or by any of their respective “associates”, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

 

A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk .

 

“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 are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, you should consult the Panel.

 

JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial Services Authority, is acting for BCMIH and no one else in connection with the Offer and will not be responsible to anyone other than BCMIH for providing the protections afforded to customers of JPMorgan Cazenove or for providing advice in relation to the Offer.

Davy, which is regulated by the Financial Regulator under the Investment Intermediaries Act 1995, is acting as broker to BCMIH and is also giving financial advice to BCMIH and no one else in connection with the Offer and will not be responsible to anyone other than BCMIH for providing the protections afforded to its customers or for providing advice in relation to the Offer or any matter or arrangement referred to herein.

 

Enquiries

 

BCMIH

Robert Topfer

Rex Comb

Tel: +44 (0)20 7203 7300

 

JPMorgan Cazenove (Financial adviser to BCM and BCMIH)

Robert McGuire

Edward Banks

Andrew Truscott

Tel: +44 (0)20 7588 2828

 

Davy (Broker to BCMIH)

Ivan Murphy

Paul Burke

Tel: +353 (0)1 679 6363

 

Wilson Hartnell Public Relations (Public relations adviser to BCMIH)

Brian Bell

Tel: +353 (0)1 669 0273

 

 

END