ICI acquisition completion
02 January 2008 - 10:29PM
UK Regulatory
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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