Key points:

Half-year results:

• Revenue up 16.1% to EUR 359.9 million; EBITDA up 7.3% to EUR 58.9 million
• Operating profit down 2.4% to EUR 24.0 million; profit before tax down 2.9% to EUR 19.9 million, squeezed by a EUR 46.0 million rise in costs, mainly fuel (up EUR 10.2 million to EUR 64.2 million)

Volumes:

• Car volumes down 5.7% to 249,700 units
• RoRo freight up 4.1% to 409,500 units

Other developments:

• Completed purchase of the OSCAR WILDE in May 2026
• Received a termination notice from P&O Ferries on its Dover-Calais space charter

Takeover offer:

• Bluefin Bidco Limited, backed by ICG's own senior management, has a recommended EUR 8.00-per-share cash offer (28.2% premium), valuing ICG at roughly EUR 1.2 billion
• On 17 August, Bluefin said it would not raise the offer

Shareholder pushback:

• Certain shareholders, reportedly including Oxy Capital, challenged the deal's valuation
• The Independent Board rejected their arguments on 18 August and reaffirmed its recommendation to vote in favour

Half-year results

For the six months to the end of June, ICG posted revenue of EUR 359.9 million, up 16.1% from EUR 309.9 million a year earlier, and EBITDA of EUR 58.9 million, an increase of 7.3% on the prior period. However, operating profit slipped 2.4% to EUR 24.0 million and profit before tax fell 2.9% to EUR 19.9 million, as the company absorbed a EUR 46.0 million rise in operating costs. Fuel costs alone climbed EUR 10.2 million to EUR 64.2 million, compounded by higher port charges and increased crew and technical expenses. Basic earnings per share nonetheless rose 5.9% to 12.5 cents, and net debt was largely stable at EUR 226.2 million.

The company's Ferries division generated revenue of EUR 237.9 million, up 15.5%, with EBITDA of EUR 41.9 million, while the Container & Terminal division reported revenue of EUR 137.5 million, up 15.3%, and EBITDA of EUR 17.0 million. Car volumes fell 5.7% year-on-year to 249,700 units, while RoRo freight rose 4.1% to 409,500 units and container throughput increased 1.1% to 195,100 TEU.

Management struck a cautious tone, warning that "higher fuel prices and weakness in car markets" pose a significant challenge in passing costs through to customers, and flagged recent summer volume weakness as "a particularly worrying trend" given that the second half typically accounts for roughly two-thirds of annual EBITDA.

Among operational developments, ICG completed its purchase of the OSCAR WILDE (formerly SPIRIT OF BRITAIN), a 2,000-passenger cruise ferry, in May 2026. The group also disclosed it had received a termination notice from P&O Ferries relating to its Dover-Calais space charter agreement, and confirmed it now fully complies with the EU Emissions Trading System, with the UK's equivalent scheme extending to maritime operations from 1 July 2026.

Reflecting the ongoing takeover process, the board declared no interim dividend for 2026, though it noted the final 2025 dividend of 10.95 cents per share, totalling EUR 16.3 million, was paid out in June.

Takeover battle intensifies

The results land in the middle of a contentious takeover process. On 24 July 2026, ICG's Independent Board recommended a cash acquisition by Bluefin Bidco Limited — a vehicle backed by the company's senior management — at EUR 8.00 per share, a 28.2% premium to the EUR 6.24 closing price on the day before the announcement. The deal values ICG at approximately EUR 1.2 billion and is structured as a scheme of arrangement, requiring approval from at least 75% of voting scheme shareholders at meetings scheduled for 28 August 2026.

In the days leading up to the vote, the process has grown increasingly heated. On 17 August, Bluefin Bidco issued a "no increase" statement, confirming it would not raise its offer except in limited circumstances specified in that announcement. A day later, the Independent Board, advised by PJT Partners, published a formal response to letters received from certain shareholders — understood to include the investment firm Oxy Capital — who had pushed back on the deal's terms, with portions of their arguments selectively disclosed to media.

The board rejected those objections outright, stating that "the arguments made by Oxy Capital... mischaracterise the nature of the ICG business and seek to apply valuation metrics which are not comparable or appropriate." It noted that many of the precedent transactions cited by the dissenting shareholders involved port operations, whereas ICG's Container & Terminals division accounts for only around 20% of group EBITDA. The board said it had already reviewed alternatives, including capital returns and disposals, before concluding the Bluefin offer represented superior value and certainty. Proxy adviser Institutional Shareholder Services (ISS) has separately recommended that shareholders back the transaction.

Board warns scheme "will likely fail"

In its most pointed intervention yet, the Independent Board issued an update on Thursday warning that early proxy votes indicate the scheme is at risk of collapsing. "If some of those proxy votes are not changed at or before the Scheme Meetings or the EGM, the Scheme will likely fail," the board said, noting that because the management buyout team is barred from voting on certain resolutions, current proxy tallies suggest insufficient support unless opposing shareholders reverse their positions.

The board cautioned that if the scheme does fail, "the share price may revert to a price close to or below" its pre-announcement level of EUR 6.24, as it anticipates investors would exit the stock.

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