This excerpt taken from the ICI 20-F filed Mar 31, 2006.
Disclosure of Shareholder Ownership
There are no provisions in the Companys Memorandum or Articles whereby persons acquiring, holding or disposing of a certain percentage of the Companys ordinary shares are required to make disclosure of their ownership percentage. Sections 198 to 211 of the UK Companies Act do, however, impose such disclosure requirements upon a person who acquires or ceases to have an interest in shares comprising any class of the Companys issued and voting share capital and, as a result, either obtains, or ceases to have:
A material interest means, broadly, any beneficial interest, including those of a spouse or a child or a step-child, those of a company which is accustomed to act in accordance with the relevant persons instructions or in which one third or more of the votes are controlled by such person and certain other interests set out in the UK Companies Act, other than those of an investment manager or an operator of a unit trust/recognized scheme/collective investment scheme/open-ended investment company.
The UK Companies Act set out particular rules of disclosure where two or more parties have entered into an agreement to acquire interests in shares of a public company, and the agreement imposes obligations or restrictions on any such party with respect to the use, retention or disposal of their interests in the shares and an acquisition of shares by a party pursuant to the agreement has taken place.
Under the UK Companies Act, the Company may by notice in writing require a person that the Company knows or has reasonable cause to believe is or was during the three years preceding the date of the notice interested in the Companys shares to indicate whether or not that is correct and, if that person does or did hold an interest in the Companys shares, to provide certain information as set out in the UK Companies Act.
The UK Companies Act also regulates the disclosure of interests in shares or debentures held by directors and certain associated companies of the issuing company.
There are additional disclosure obligations under the Rules Governing Substantial Acquisitions of Shares where a person acquires 15% or more of the voting rights of a listed company or when an acquisition increases his holding of shares or rights over shares so as to increase his voting rights beyond that level by a whole percentage point. In this case notification should be directed to the London Stock Exchange and to the Company no later than noon on the business day following the date of the acquisition.
The UK City Code on Takeovers and Mergers also imposes strict disclosure requirements with regard to dealings in the securities of an offeror or offeree company on all parties to a takeover transaction, and anyone acting in concert with such parties, during the course of an offer period.
The following material contracts (not being contracts entered into in the ordinary course of business) have been entered into by a member of the Group within the period of two years to March 30, 2006.
The information set forth under the heading Shareholder information Exchange controls and other limitations affecting security holders, which appears on page 153 of the Companys Annual Report and Accounts 2005 contained in its report on Form 6-K dated March 14, 2006, is incorporated herein by reference.
The information set forth under the heading Shareholder information Taxation, which appears on page 154 of the Companys Annual Report and Accounts 2005 contained in its report on Form 6-K dated March 14, 2006, is incorporated herein by reference.
The information set forth under the heading Shareholder information Documents on display Securities and Exchange Commission (SEC), which appears on page 155 of the Companys Annual Report and Accounts 2005 contained in its report on Form 6-K dated March 14, 2006, is incorporated herein by reference.
The information set forth under the heading Principal subsidiary undertakings, which appears on page 131 under Item 18 Financial Statements of this Annual Report on Form 20-F, is incorporated herein by reference.