May 31 2007
Imperial Chemical Industries PLC announced today that it intends to delist its American Depositary Shares (ADSs) from the New York Stock Exchange (NYSE) and to deregister the Company and terminate its reporting obligations under the Securities Exchange Act of 1934 (Exchange Act) with respect to both its equity securities and the debt securities issued by ICI Wilmington Inc. and guaranteed by the Company.
The Company has provided written notice today to the NYSE of its intent to delist. The Company intends to file a Form 25 with the Securities and Exchange Commission (SEC) and the NYSE on or about 8 June, 2007, to effect the delisting. The delisting is expected to be effective 10 days after this filing.
The Company intends to file a Form 15F with the SEC to deregister and terminate its reporting obligations under the Exchange Act before the end of June 2007. The deregistration will be effective 90 days after the filing, unless the Form 15F is earlier withdrawn by the Company or denied by the SEC.
The Company reserves the right to delay or withdraw the filings of the Forms 15F and 25 for any reason prior to their effectiveness.
The Company intends to maintain its American Depositary Receipt facility with Citibank as a Level 1 programme. As such, the Company's ADSs will be traded on the US over-the-counter market tier known as International OTCQX. Accordingly, the Company has not arranged for the listing of its ADSs or ordinary shares on another national securities exchange or for the quotation of its ADSs or ordinary shares in a quotation system in the United States. The Company's ordinary shares will continue to trade on the London Stock Exchange.
ICI Chief Financial Officer Alan J Brown commented: “ICI will continue to comply with the Combined Code on Corporate Governance and the UKLA Listing Rules and maintain quarterly reporting. However, it no longer makes sense from a cost and administrative perspective to submit to the reporting obligations under the Exchange Act. This decision is consistent with our strategy of improving our long-term cost effectiveness as it reduces complexity without in any way detracting from the integrity of our governance and control processes.”
The Company expects to continue publishing its Annual Report and Accounts and other documents and communications in accordance with Exchange Act Rule 12g3-2 (b) on its website www.ici.com.
The decision is expected to generate cost savings of at least £4m ($8m) per annum based on the costs incurred using external suppliers and auditors to provide ongoing support to the Company’s Sarbanes-Oxley compliance.