Reduction of Capital
December 20 2007 - 4:54AM
UK Regulatory
RNS Number:3669K
Imperial Chemical Industries PLC
20 December 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR
FROM AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
20 December 2007
RECOMMENDED CASH OFFER
FOR
IMPERIAL CHEMICAL INDUSTRIES PLC
BY
AKZO NOBEL N.V.
Court confirmation of Reduction of Capital
The board of Imperial Chemical Industries PLC ("ICI") announces that on 20
December 2007, the Court confirmed the Reduction of Capital required to effect
the recommended acquisition of ICI by Akzo Nobel N.V ("Akzo Nobel").
It is expected that the Scheme will become effective on 2 January 2008 and that
ICI Shares will cease to be listed on the Official List and their admission to
trading on the London Stock Exchange will be cancelled at 8:00 a.m. (London
time) on 3 January 2008.
Upon completion of the acquisition, holders of ICI Shares will be entitled to
receive 670 pence for each ICI Share held at the Scheme Record Time (6:00 p.m.
on 19 December 2007) and, to the extent that they are entitled to receive Loan
Notes under the Loan Note Alternative, �1.00 of Loan Notes for each �1.00 of
cash consideration to which they would otherwise be entitled under the Scheme.
Holders of ICI Shares will also receive a second ordinary interim dividend of 5
pence for each ICI Share held at the Scheme Record Time, in relation to the
period from 1 July 2007 to 31 December 2007, provided that, if the Effective
Date falls prior to 31 December 2007, such dividend will be paid pro rata by
reference to where the Effective Date falls between 1 July 2007 and 31 December
2007.
The Effective Date is expected to be 2 January 2008. Settlement of the cash
consideration and the issue of certificates in respect of the Loan Notes under
the Loan Note Alternative are expected to be effected within 14 days of the
Effective Date
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the Scheme Document dated 1 October 2007.
Enquiries:
SHAREHOLDER HELPLINE
ICI Shareholders Tel: 0800 694 0472 (or +44 117 305 1605 if
calling from outside the UK)
ICI ADS Holders Tel: +1 877 248 4237
ICI
John Dawson Tel: +44 207 009 5315
Regina Kilfoyle Tel: +44 207 009 5410
MERRILL LYNCH Tel: +44 207 628 1000
Matthew Greenburgh
Richard Taylor
UBS INVESTMENT BANK Tel: +44 207 567 8000
Robin Budenberg
Jonathan Bewes
This announcement is not intended to and does not constitute or form any part of
an offer to sell, or invitation to subscribe for or purchase, any securities
pursuant to the Transaction or otherwise. The Scheme Document dated 1 October
2007 contains the full terms and conditions of the Transaction.
Morgan Stanley is acting exclusively for Akzo Nobel in connection with the
Transaction and no one else and will not be responsible to anyone other than
Akzo Nobel for providing the protections afforded to clients of Morgan Stanley
or for providing advice in relation to the Transaction or any other transaction,
arrangement or matter referred to in this announcement.
Merrill Lynch is acting exclusively for ICI in connection with the Transaction
and no one else and will not be responsible to anyone other than ICI for
providing the protections afforded to clients of Merrill Lynch or for providing
advice in relation to the Transaction or any other transaction, arrangement or
matter referred to in this announcement.
UBS is acting exclusively for ICI in connection with the Transaction and no one
else and will not be responsible to anyone other than ICI for providing the
protections afforded to clients of UBS or for providing advice in relation to
the Transaction or any other transaction, arrangement or matter referred to in
this announcement.
The availability of the Transaction to persons who are not resident in the UK,
the US or The Netherlands may be affected by the laws of the relevant
jurisdictions. Persons who are not so resident should inform themselves about,
and observe, any applicable requirements. Further details in relation to
overseas shareholders are contained in the Scheme Document.
The release, publication or distribution of this announcement in jurisdictions
other than the UK, the US or The Netherlands may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than
the UK, the US or The Netherlands should inform themselves about, and observe,
any applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the securities laws of any such
jurisdiction. This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the UK.
Any person (including, without limitation, any custodian, nominee or trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement, the Scheme Document and/or any other
related document to any jurisdiction outside the UK, the US and The Netherlands
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.
The Loan Notes, which may be issued in connection with the Scheme, have not been
and will not be registered under the Securities Act or under the relevant
securities laws of any state or territory or other jurisdiction of the United
States. Accordingly, Loan Notes may not be offered or sold in the United
States, except in a transaction not subject to, or in reliance on an exemption
from, the registration requirements of the Securities Act and such state
securities laws.
Any Loan Note which may be issued in connection with the Scheme has not been,
and will not be, registered under the relevant securities laws of Japan. No
securities registration statement in relation to the Loan Notes has been, or
will be, filed with the Director of the Kanto Local Finance Bureau in Japan. No
prospectus in relation to the Loan Notes has been, or will be, lodged with or
registered with the Australian Securities and Investments Commission, the
Japanese Ministry of Finance, the Companies Office in New Zealand or the
Financial Markets Authority (Autoriteit Financiele Markten) in The Netherlands.
Accordingly, the Loan Notes have not been and may not be offered, sold, resold,
transferred, delivered or distributed, directly or indirectly, in, into or from
Australia, Canada, Japan, New Zealand, The Netherlands or any other jurisdiction
where to do so would constitute a violation of relevant laws or would require
registration of the Loan Notes or to, or for the account or benefit of, any
Restricted Overseas Person.
No other listing authority or equivalent has reviewed, approved or disapproved
the Scheme Document, the Scheme or any of the Proposals described therein or the
Loan Notes.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of '
relevant securities' of ICI, all 'dealings' in any 'relevant securities' of ICI
(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 or the offer becomes, or is declared, unconditional as to
acceptances, 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 ICI, they will be deemed to be a single person for the purposes
of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of ICI by ICI or Akzo Nobel, 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 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 of the City Code, you should
consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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