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
RECOMMENDED CASH OFFER FOR ICI BY AKZO NOBEL SCHEME DOCUMENT POSTED
On 13 August 2007, Imperial Chemical Industries PLC (“ICI”) and Akzo Nobel N.V. (“Akzo Nobel”) announced that they had reached agreement on the terms of the recommended acquisition, to be effected by means of a UK Court-approved scheme of arrangement (the “Scheme”) under section 425 of the Companies Act 1985 (the “Act”), of the entire issued and to be issued share capital of ICI by Akzo Nobel (the “Transaction”).
ICI announces that it has today posted to ICI Shareholders a circular (the “Scheme Document”) containing, inter alia, the terms of the Scheme, an explanatory statement pursuant to section 426 of the Act, notices of the required meetings, a timetable of principal events and details of the action to be taken by ICI Shareholders.
As described in the Scheme Document, the Scheme will require the approval of ICI Shareholders at the Court Meeting, and the passing of a special resolution at the Extraordinary General Meeting of ICI. The Court Meeting and the Extraordinary General Meeting will both be held at the Park Plaza Victoria London hotel, 239 Vauxhall Bridge Road, London SW1V 1EQ on Tuesday, 6 November 2007 at 11:00 a.m. and 11:15 a.m. respectively.
The Scheme will also require the subsequent sanction of the Court and confirmation of the associated reduction of capital by the Court. A full description of the required approvals and terms and conditions of the Scheme, together with the action to be taken by ICI Shareholders and the persons entitled to vote at the above meetings, are set out in the Scheme Document. Subject to approval at the relevant meetings and the satisfaction or waiver of the other conditions set out in the Scheme Document, the Scheme is expected to become effective on or around 2 January 2008.
The expected timetable of principal events is as follows:
Latest time for lodging Forms of Proxy for:
Court Meeting 11:00 a.m. on 2 November 2007
Extraordinary General Meeting
11:15 a.m. on 2 November 2007
Voting Record Time (note 1) 6:00 p.m. on 4 November 2007
Court Meeting
11:00 a.m. on 6 November 2007
Extraordinary General Meeting
11:15 a.m. on 6 November 2007
The following dates are subject to change (note 2):
Court Hearing Date (to sanction the Scheme) 17 December 2007
Last day of dealings in, and for registration of transfers of, ICI Shares
19 December 2007
Scheme Record Time 6:00 p.m. on 19 December 2007
Record Date for payment of the second ordinary interim dividend 6:00 p.m. on 19 December 2007
Court Hearing Date (to confirm the Reduction of Capital)
20 December 2007
Effective Date 2 January 2008
Cancellation of listing of ICI Shares by no later than 8:00 a.m. on 7 January 2008
Latest date for dispatch of cheques/issue of Loan Notes and settlement through CREST within 14 days of the Effective Date