RNS Number:8995K 
Imperial Chemical Industries PLC 
02 January 2008 
 
 
 
 
 
 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 
 
 
 
                                                                  2 January 2008 
 
 
 
                             RECOMMENDED CASH OFFER 
                                      FOR 
                        IMPERIAL CHEMICAL INDUSTRIES PLC 
                                       BY 
                                AKZO NOBEL N.V. 
 
 
                    Scheme of Arrangement Becomes Effective 
 
 
The boards of Akzo Nobel N.V. ("Akzo Nobel") and Imperial Chemical Industries 
PLC ("ICI") announce that the Scheme of Arrangement has now become effective in 
accordance with its terms. 
 
 
 
It is intended that the listing of ICI Shares on the Official List will be 
cancelled and that ICI Shares will cease to be admitted to trading on the London 
Stock Exchange from 8:00 a.m. (London time) on 3 January 2008.  ICI Shares were 
suspended from listing and dealings on the London Stock Exchange at 5:00 p.m. 
(London time) on 19 December 2007. 
 
 
 
Under the terms of the Scheme, ICI shareholders are entitled to receive 670 
pence for each ICI Share held at the Scheme Record Time (6:00pm (London time) 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 per ICI Share held at the Scheme Record Time, in relation to the period 
from 1 July 2007 to 31 December 2007. 
 
 
 
Settlement of the cash consideration in respect of ICI Shares and the issue of 
certificates in respect of the Loan Notes under the Loan Note Alternative will 
be effected within 14 days of today in accordance with the terms of the Scheme. 
 
 
 
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 an invitation to subscribe for or purchase, any securities 
or the solicitation of any vote or approval in any jurisdiction 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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