Irish Continental Group (ICG) inched closer to being taken private yesterday after the com-pany's independent directors recommended an improved €611.8 million offer from management-led grouping, Aella.

The directors, led by chairman John P McGuckian, also said any new offer would have to top €650 million to receive their approval. This condition places pressure on Moonduster, the One51/Doyle Group vehicle, which had matched Aella's earlier offer of €560.9 million, or €22 per share.

Aella's new offer of €24 per share would allow shareholders to accept loan notes instead of cash. Under the terms of the offer, any new bid for ICG would have to be for more than €25.50 a share to receive the backing of the independent directors.

This means Moonduster would have to raise its current offer by almost 16 per cent. The future of ICG has been in limbo since March when Aella, which is led by ICG managing director Eamonn Rothwell, made an initial bid for the company.

This was recommended by the group's independent directors and about to be voted upon at the agm when a rival bid emerged from Moonduster.

Aella then said it would match Moonduster's bid, and given the large shareholdings controlled by each of the parties - Aella 20.9 per cent and Moonduster 20.38 per cent - a stalemate ensued.

The situation has since been further complicated by the emergence of property developer Liam Carroll on the share register. In a statement to the stock exchange yesterday Mr Carroll revealed he now has a 19.17 per cent stake in ICG after buying a further 27,565 units.

Mr Carroll has paid as much as €25 each for some of his stake, meaning that it is unlikely he would sell out for the current offer price of €24 a share.

However, it is possible that Mr Carroll, who is believed to be interested in ICG's land in Dublin Port, would support the Aella bid in return for getting control of the land in the future.

In a statement yesterday the independent directors said they believe the terms of the latest offer to be fair and reasonable, and said they intend to unanimously recommend that ICG shareholders vote in favour.

The offer has been made in the form of a scheme of arrangement, under which Aella is now required to apply to the courts for a hearing to schedule an egm to allow shareholders to vote on the offer. If all goes to plan, the egm is expected to take place towards the end of September. The offer requires 75 per cent of shareholders to approve it, meaning that combined, Moonduster and Mr Carroll could block the takeover.

However, if it were to go ahead, Moonduster would make a profit of about €18 million as well as recouping expenses, according to market sources. Mr Carroll would realise a profit €4 million, the sources said. Spokesmen for the two parties involved in Moonduster declined to comment on the new offer, or on what the consortium's next move will be. Mr Carroll did not comment either.

Yesterday shares in ICG fell 3.4 per cent, or 84 cent, to €24.16, though volume was very light.