For immediate release 17 August 2006
eircom Group plc ("eircom" or the "Company")
Court approval of Scheme
Further to the announcement on 26 July 2006 in relation to the results of the Court meeting, EGM and AGM, the boards of eircom and BCMIH are pleased to announce that the High Court of Justice in England and Wales has earlier today made orders (the Court Order) sanctioning the Scheme and confirming the Capital Reduction to effect the recommended acquisition by BCMIH of all of the Ordinary Shares (other than those already held by BCMIH) and Convertible Preference Shares in the Company.
The Scheme will become effective upon the Court Order being delivered and registered with the Registrar of Companies for England and Wales, which is expected to occur on 18 August 2006. The UK Listing Authority and Irish Stock Exchange Limited have been requested respectively to cancel the listing of the Ordinary Shares on the Official Lists maintained by the Financial Services Authority and the Irish Stock Exchange Limited and to cancel trading on the markets for listed securities of London Stock Exchange plc and Irish Stock Exchange Limited with effect from 8.00 a.m. on 18 August 2006.
In respect of the consideration due from BCMIH under the Scheme, cheques will be despatched (for certificated holdings) or payment will be made through CREST (for uncertificated holdings) by not later than 6.00 pm (London time) on 1 September 2006. BCMIH Preference Shares will be allotted and issued to those holders who made valid elections under the Preference Share Alternative by not later than 6.00 pm (London time) on 1 September 2006.
Terms defined in the Scheme Document dated 13 June 2006 have the same meanings in this announcement.
Enquiries:
eircom Group plc
Jennifer Creevey, Head of Investor Relations
Phone: +353 1 701 5107
Email: investor.relations@eircom.ie
Website: www.eircom.ie/ir
Morgan Stanley & Co. Limited
Justin Manson, Jean Abergel or Laurence Hopkins
Tel: +44 20 7425 8000
Goodbody Corporate Finance
Brian OKelly or Simon Howley
Tel: +353 1 667 0420
BCMIH
Robert Topfer
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
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.
Morgan Stanley & Co. Limited is acting exclusively for eircom and no one else in connection with the Offer and will not be responsible to anyone other than eircom 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.
Goodbody Corporate Finance, which is regulated by the Financial Regulator under the Investment Intermediaries Act 1995, is acting exclusively for eircom and no one else in connection with the Offer and will not be responsible to anyone other than eircom 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.
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.
ENDS
END