ICGC Irish Continental Group Plc

 
TIDMIRSH 
 
 
   PUBLICATION OF CIRCULAR CONVENING AN EXTRAORDINARY GENERAL MEETING 
 
   IRISH CONTINENTAL GROUP PLC 
 
   (the Company) 
 
   15 January 2021 
 
   Irish Continental Group confirms that an Extraordinary General Meeting 
(the EGM) of the Company will be held at Ferryport, Alexandra Road, 
Dublin 1, D01 W2F5, Ireland on 12 February 2021 at 11.00 A.M. 
 
   The business of the EGM will be to consider and, if thought fit, approve 
certain resolutions relating to the replacement of CREST with a system 
operated by Euroclear Bank SA/NV for the electronic settlement of 
trading in the Company's ordinary shares (the Resolutions).  Approval of 
the Resolutions is necessary to ensure the Company's shares can continue 
to be settled electronically when they are traded on Euronext Dublin and 
the London Stock Exchange and remain eligible for continued admission to 
trading and listing on those exchanges, which is crucial to the 
interests of the Company and its shareholders as a whole. 
 
   The circular which includes the notice of the EGM (the Circular) and a 
Form of Proxy have been posted to shareholders today.  The Board 
strongly urges shareholders to review the contents of the Circular in 
their entirety, including the documents referred to therein, and 
consider the Board's recommendation to vote in favour of the 
Resolutions. 
 
   The Circular, the Form of Proxy and copies of the documents referred to 
in the Circular are available to view on the Company's website, 
www.icg.ie, and will be available for inspection during normal business 
hours on any business day from the date of this letter until the EGM at 
the registered office of the Company. 
 
   Public Health Guidelines and the EGM 
 
   The well-being of shareholders and employees is a primary concern for 
the Directors. We are closely monitoring the COVID-19 situation and will 
take all recommendations and applicable law into account in the conduct 
of the EGM. There will likely be very limited ability to attend the EGM 
in person and the Board therefore strongly encourages shareholders to 
appoint the chairman of the EGM as a proxy by submitting a proxy form 
not less than 48 hours before the time appointed for the EGM or any 
adjournment thereof, in order to ensure they can exercise their vote and 
be represented at the EGM without attending in person. 
 
   Proxy forms can be submitted in advance of the EGM by availing of one of 
the options set out in the notice of the EGM: 
 
 
   -- by post to the Company's registrar, Computershare Investor Services 
      (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, 
      D24 AK82, Ireland; 
 
   -- by fax to +353 (0)1 447 5572, provided it is received in legible form; 
 
   -- electronically by accessing http://www.eproxyappointment.com 
      www.eproxyappointment.com; or 
 
   -- via the CREST System, where shares are held in CREST. 
 
 
   Any relevant updates regarding the EGM, including any changes to the 
arrangements outlined in the Circular, will be announced via a 
Regulatory Information Service and will be available on www.icg.ie. 
 
   In the event that it is not possible to hold the EGM either in 
compliance with public health guidelines or applicable law or where it 
is otherwise considered that proceeding with the EGM as planned poses an 
unacceptable health and safety risk, the EGM may be adjourned or 
postponed or relocated to a different time and/or venue, in which case 
notification of such adjournment or postponement or relocation will be 
given in accordance with applicable law. 
 
   Further information in relation to the EGM 
 
   In accordance with Irish Listing Rule 6.1.59 and UK Listing Rule 14.3.6, 
the Circular and the Articles of Association of the Company in the 
proposed amended form will be submitted to the Irish Stock Exchange t/a 
Euronext Dublin and the UK's National Storage Mechanism and will be 
available for inspection at the following locations: 
 
   Companies Announcement Office 
 
   Euronext Dublin 
 
   28 Anglesea Street 
 
   Dublin 2 
 
   Tel. no: + 353 1 617 4200 
 
   and at https://data.fca.org.uk/#/nsm/nationalstoragemechanism 
 
   For further information, please contact: 
 
   Irish Continental Group plc 
 
   Thomas Corcoran 
 
   Company Secretary 
 
   Tel: +353 (1) 607 5700 
 
   Important Note 
 
   Announcements relating to the EGM contain (or may contain) certain 
forward-looking statements with respect to certain of the Company's 
current expectations and projections about future events, including 
Migration, and the Company's future financial condition and performance. 
These statements, which sometimes use words such as "aim", "anticipate", 
"believe", "may", "will", "should", "intend", "plan", "assume", 
"estimate", "expect" (or the negative thereof) and words of similar 
meaning, reflect the directors' current beliefs and expectations and 
involve known and unknown risks, uncertainties and assumptions, many of 
which are outside the Company's control and difficult to predict 
(certain of which are set out in the Circular with respect to 
Migration). 
 
   Due to such uncertainties and risks, readers are cautioned not to place 
undue reliance on such forward-looking statements, which speak only as 
of the date hereof.  In light of these risks, uncertainties and 
assumptions, the events described in the forward-looking statements in 
this announcement may not occur.  The information contained in this 
announcement, including the forward-looking statements, speaks only as 
of the date of this announcement and is subject to change without notice 
and the Company does not assume any responsibility or obligation to, and 
does not intend to, update or revise publicly or review any of the 
information contained herein save where indicated in the Circular, 
whether as a result of new information, future events or otherwise, 
except to the extent required by Euronext Dublin, the Central Bank of 
Ireland, the UK Financial Conduct Authority, the London Stock Exchange, 
the NASDAQ Stock Market, the U.S. Securities and Exchange Commission or 
by applicable law. 
 
   The defined terms set out in Part 9 of the Circular have the same 
meaning herein. 
 
   END 
 
 
 
 

(END) Dow Jones Newswires

January 15, 2021 11:30 ET (16:30 GMT)

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