REG-Akzo Nobel NV ICI acquisition completion

Released: 02/01/2008

  
RNS Number:9062K 
Akzo Nobel NV 
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 
 
Akzo Nobel completes ICI acquisition 
 
Amsterdam, the Netherlands, January 2, 2008 - The boards of Akzo Nobel N.V. 
("Akzo Nobel") and Imperial Chemical  Industries PLC ("ICI") are pleased to 
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 (6:00 p.m. (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. 
 
- - - 
 
Note to editors 
--------------- 
Akzo Nobel is one of the world's leading industrial companies. We are the 
biggest global coatings manufacturer and the number one in decorative paints and 
performance coatings, as well as being a major worldwide supplier of specialty 
chemicals. 
 
We employ around 60,000 people in more than 80 countries and are committed to 
developing innovative products and cutting-edge technologies, with a heavy 
emphasis on sustainability. We have the scale and expertise to deliver whatever 
our customers require, wherever and whenever they need it. 
 
Based in the Netherlands, Akzo Nobel is a Fortune Global 500 company and is 
listed on the Euronext Amsterdam stock exchange. We are the Chemicals industry 
leader on the Dow Jones Sustainability Indexes, as well as being included on the 
FTSE4Good Index. Pro forma combined revenues for 2006 totaled EUR 15 billion. 
The financial results for the fourth quarter and full year will be published on 
6 March 2008 (preliminary date). 
Internet: www.akzonobel.com 
 
Not for publication - for more information 
------------------------------------------ 
Akzo Nobel nv 
Corporate Media Relations, tel. +31 20 502 7833 
Contact: Tim van der Zanden 
 
Safe Harbor Statement 
This announcement contains statements which address such key issues as Akzo 
Nobel's growth strategy, future financial results, market positions, product 
development, products in the pipeline, and product approvals. Such statements 
should be carefully considered, and it should be understood that many factors 
could cause forecasted and actual results to differ from these statements. These 
factors include, but are not limited to, price fluctuations, currency 
fluctuations, developments in raw material and personnel costs, pensions, 
physical and environmental risks, legal issues, and legislative, fiscal, and 
other regulatory measures. Stated competitive positions are based on management 
estimates supported by information provided by specialized external agencies. 
For a more comprehensive discussion of the risk factors affecting our business 
please see our latest Annual Report, a copy of which can be found on the 
company's corporate website www.akzonobel.com. 
 
This announcement does not constitute an offer or invitation to sell, purchase 
or subscribe for any securities, or the solicitation of an offer to buy or 
subscribe for securities, in any jurisdiction (including the United States, the 
Netherlands and the United Kingdom).  The acquisition of ICI referred to in this 
announcement relates to the shares of a UK company and has been effected by 
means of a scheme of arrangement under English company law (the "Scheme").  The 
Scheme Document dated 1 October 2007 contains the full terms and conditions of 
the Transaction. The transaction effected by means of the Scheme is not subject 
to the tender offer rules under the US Securities and Exchange Act of 1934 (the 
"Exchange Act").  Accordingly, the Scheme is subject to the disclosure 
requirements, rules and practices applicable in the United Kingdom to schemes of 
arrangement, which differ from the requirements of the Exchange Act. 
 
Any loan note which may be issued in connection with the Scheme has not been, 
and will not be, listed on any stock exchange and has not been, and will not be, 
registered under the US Securities Act of 1933, as amended (the "Securities 
Act"), or under the applicable securities laws of any state, district, territory 
or other jurisdiction of the United States, Canada, Australia, Japan, New 
Zealand or the Netherlands.  No prospectus in relation to the loan notes has 
been, or will be, lodged with or registered by the Australian Securities and 
Investments Commission, the Japanese Ministry of Finance, the Companies Office 
in New Zealand or the Netherlands Authority for the Financial Markets 
(Autoriteit Financiele Markten), and no steps have been, or will be, taken to 
enable the loan notes to be offered in compliance with the applicable securities 
laws of any state, district, territory or other jurisdiction of the United 
States, Canada, Australia, Japan, New Zealand or the Netherlands, and no 
regulatory clearances in respect of the loan notes have been, or will be, 
applied for in any other jurisdiction.  Accordingly, the loan notes have not 
been and may not be offered, sold, resold, delivered or distributed, directly or 
indirectly, in, into or from the United States, Canada, Australia, Japan, New 
Zealand, the Netherlands or any other jurisdiction in which an offer of loan 
notes would constitute a violation of relevant laws or require registration of 
the loan notes or to, or for the account or benefit of, any person in these 
jurisdictions. 
 
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. 
 
 
 
 
                      This information is provided by RNS 
            The company news service from the London Stock Exchange 
 
END 
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