ICI » Topics » ITEM 4 - INFORMATION ON THE COMPANY

This excerpt taken from the ICI 20-F filed Mar 31, 2006.

ITEM 4 – INFORMATION ON THE COMPANY

A.    History and development of the company.

The following information which appears under Item 18 “Financial Statements” of this Annual Report on Form 20-F is incorporated herein by reference: the information set forth under the heading “Notes relating to the Group accounts – Note 24 – Disposal and legacy, and restructuring provisions – Disposal and legacy provisions”, which appears on pages 91 and 92 under Item 18; the information set forth under the heading “Notes relating to the Group accounts – Note 29 – Acquisitions and disposals – Disposals”, which appears on pages 100 and 101 under Item 18; and the information set forth in the table addressing commitments for capital expenditure under the heading “Notes relating to the Group accounts – Note 32 – Commitments and contingent liabilities”, which appears on pages 111 and 112 under Item 18.

In addition, the following information, which appears in the Company’s 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 “ICI Group summary”, which appears on page 4 thereof; the information set forth under the headings “History and activities – History”, “History and activities – Spread and balance of activities” and “Strategy – ICI’s strategic matrix”, which appears on pages 6 and 7 thereof; and the information set forth under the heading “Operating and financial review – Capital expenditure”, including the table entitled “Group expenditure on property, plant and equipment and intangible assets”, which appears on page 28 thereof. Group capital expenditure currently in progress includes investments in new facilities in China for the International Businesses, including new manufacturing facilities for Paints and National Starch and a regional technical centre for Quest; the construction of a new Paints plant in Vietnam; and investments in manufacturing facilities to expand capacity in the Regional and Industrial businesses in Pakistan.

In addition, the following information, which appears in the Company’s 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 headings “Shareholder information – Incorporation of the Company” and “Shareholder information – Registered Office”, which appears on page 154 thereof.

B.    Business overview.

The information set forth in the tables entitled “Business segments” and “Geographical segments” under the heading “Notes relating to the Group accounts – Note 4 – Segment information”, which appears on pages 66 to 70 of Item 18 “Financial Statements” of this Annual Report on Form 20-F, is incorporated herein by reference.

In addition, the following information, which appears in the Company’s 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 headings “History and activities”, which appears on page 6 thereof; the information under the headings “ICI Group and its businesses – Group Organisation”, “ICI Group and its businesses – National Starch”, “ICI Group and its businesses – Quest”, “ICI Group and its businesses – Uniqema”, “ICI Group and its businesses – ICI Paints” and “ICI Group and its businesses – Regional and Industrial”, which appears on pages 9 to 14 thereof; the information under the headings “ICI Group and its businesses – Other Group information – Markets and distribution”, “ICI Group and its businesses – Other Group information – Competition”, “ICI Group and its businesses – Other Group information – Seasonality”, “ICI Group and its businesses – Other Group information – Sources and availability of raw materials” and “ICI Group and its businesses – Other Group information – Intellectual property”, which appears on page 19 thereof; the information under the heading “ICI Group and its businesses – Sustainability – Regulation, safety, security, health and the environment”, which appears on pages 15 to 16 thereof; and the information under the heading “ICI Group and its businesses – Sustainability – Environment”, which appears on page 17 thereof.

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C. Organizational structure.

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.

D. Property, plants and equipment.

ICI operates production, marketing and research and development facilities worldwide. The following information setting forth individual business descriptions, which appears in the Company’s 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 in the second and third paragraphs under the heading “ICI Group and its businesses – National Starch – Background”, which appears on page 9 thereof; the information set forth in the second, third and fifth paragraphs under the heading “ICI Group and its businesses – National Starch – Strategic developments in 2005”, which appears on pages 9 and 10 thereof; the information set forth under the heading “ICI Group and its businesses – Quest –Background”, which appears on page 10 thereof; the information set forth in the first and fourth paragraphs under the heading “ICI Group and its businesses – Quest – Strategic developments in 2005”, which appears on page 11 thereof; the information set forth in the second paragraph under the heading “ICI Group and its businesses – Uniqema – Background”, which appears on page 12 thereof; the information set forth in the first and second paragraphs under the heading “ICI Group and its businesses – Uniqema – Strategic developments in 2005”, which appears on page 12 thereof; the information set forth in the second paragraph under the heading “ICI Group and its businesses – ICI Paints – Background”, which appears on page 13 thereof; the information set forth in the third paragraph under the heading “ICI Group and its businesses – ICI Paints – Strategic developments in 2005”, which appears on page 14 thereof; the information set forth under the heading “ICI Group and its businesses – Regional and Industrial – Brief description of activities”, which appears on page 14 thereof; and the information set forth under the heading “ICI Group and its businesses – Regional and Industrial – Strategic developments in 2005”, which appears on page 14 thereof. ICI owns substantially all of its properties, free of material encumbrances, and it believes such properties are adequate for their purposes and suitably utilised according to the individual nature and requirements of the relevant properties.

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This excerpt taken from the ICI 20-F filed Apr 1, 2005.

ITEM 4 – INFORMATION ON THE COMPANY

A.      History and development of the company.

The following information which appears under Item 18 “Financial Statements” of this Annual Report on Form 20-F is incorporated herein by reference: the information set forth under the heading “Notes relating to the accounts – Note 22 – Disposal and legacy, and restructuring provisions – Disposal and legacy provisions”, which appears on pages 87 and 88; and the information set forth under the heading “Notes relating to the accounts – Note 30 – Disposals”, which appears on page 94 and the information set forth in the table addressing commitments for capital expenditure under the heading “Notes relating to the accounts – Note 39 – Commitments and contingent liabilities”, which appears on page 107.

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     In addition, the following information which appears in the Company’s Annual Report and Accounts 2004 contained in its report on Form 6-K dated March 16, 2005 is incorporated herein by reference: the information set forth under the heading “Highlights – ICI Group”, which appears on page 4 thereof; the information set forth under the headings “Group Strategy – History”, “Group Strategy – Balance of activities” and “Group Strategy – Strategy – ICI strategic matrix”, which appears on pages 6 and 7 thereof; the information set forth under the heading “Operating and financial review – Capital expenditure”, including the table entitled “Group expenditure on tangible fixed assets”, which appears on page 29 thereof; and the information set forth under the headings “Shareholder information – Incorporation of the Company” and “Shareholder information – Registered Office”, which appears on page 128 thereof.

B.   Business overview.

     The information set forth in the tables entitled “Classes of business” and “Geographical areas” under the heading “Notes relating to the accounts – Note 4 – Segment information”, which appears on pages 68 and 69 of Item 18 “Financial Statements” of this Annual Report on Form 20-F, is incorporated herein by reference.

     In addition, the following information which appears in the Company’s Annual Report and Accounts 2004 contained in its report on Form 6-K dated March 16, 2005 is incorporated herein by reference: the information set forth under the headings “Description of business – National Starch”, “Description of business – Quest”, “Description of business – Uniqema”, “Description of business – ICI Paints” and “Description of business – Regional and Industrial”, which appears on pages 9 to 19 thereof; and the information under the headings “Operating and financial review – Sources and availability of raw materials”, “Operating and financial review – Intellectual property” and “Operating and financial review – Regulation, safety, health and the environment”, which appears on pages 29 to 31 thereof.

Markets and distribution
ICI sells its products through an extensive network of subsidiaries, associates and distributors.

Specialty products manufactured by National Starch, Quest and Uniqema are sold mainly by direct sales forces, alliances and distributors. Customers are primarily other manufacturers, in a range of markets from consumer-oriented manufacturers of branded goods in the food, perfume and personal-care sectors to those involved in surfactants, lubricants, papermaking and chemicals.

Paints are sold through a range of distribution channels. Branded architectural paints are sold through a combination of both independent retailers and stores and the Group’s own retail concerns, particularly in North America. Can coatings are supplied directly to beverage and food manufacturers in Europe, the Americas and Asia.

The Group’s Regional and Industrial businesses sell into a wide range of industries including engineering, textiles, pharmaceuticals, aerospace, electronics and the extractive industries. These products are either marketed directly or through independent merchants, wholesalers and distributors who resell to small users. Commodity products are sold through a direct sales force or through distributors primarily to other operators in the chemical industry.

Seasonality
Due to the diversity of their product portfolios and broad international coverage, seasonality in the National Starch, Quest and Uniqema businesses is not significant. Paints, however, is affected, with higher sales of products used on the exterior of buildings normally during better weather conditions. With the geographic profile of Paints, this results in higher activity levels in the second and third quarters of the year.

Competition
Owing to the breadth and variety of the products and end markets served, the Group encounters a wide range of competitors, from multinational companies to many small local and independent firms. National Starch does not compete with any one competitor in all of its markets. However, multinational competitors in specific markets include H B Fuller, Rohm & Haas, Henkel, Air Products and A E Staley. Similarly, Uniqema does not compete with any one competitor in all of its markets, but competitors in particular markets include BASF, Cognis, Croda, Degussa and Rhodia.

Quest is a leader in the development application and production of fragrances, flavours and food ingredients. Quest’s main competitors are multinational flavour and fragrance houses, including International Flavors & Fragrances and Givaudan.

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Paints’ competition is mainly national in character. However, international competitors include Sherwin Williams, Akzo Nobel and Nippon Paints.

C.  Organizational structure.

     The information set forth under the heading “Principal subsidiary undertakings”, which appears on page 118 under Item 18 “Financial Statements” of this Annual Report on Form 20-F, is incorporated herein by reference.

D. Property, plants and equipment.

     ICI operates production, marketing and research and development facilities worldwide. The following information setting forth individual business descriptions which appears in the Company’s Annual Report and Accounts 2004 contained in its report on Form 6-K dated March 16, 2005 is incorporated herein by reference: the information set forth in the second and third paragraphs under the heading “Description of business – National Starch – Background”, which appears on page 9 thereof; the information set forth in the first paragraph under the heading “Description of business – National Starch – Developments in 2004”, which appears on page 11 thereof; the information set forth in the second and third paragraphs under the heading “Description of business – Quest – Background”, which appears on page 12 thereof; the information set forth in the third full paragraph under the heading “Description of business – Quest – Developments in 2004”, which appears on page 14 thereof; the information set forth in the fourth paragraph under the heading “Description of business – Uniqema – Brief description of activities”, which appears on page 15 thereof; the information set forth in the second paragraph under the heading “Description of business – Uniqema – Developments in 2004”, which appears on page 15 thereof; the information set forth in the first paragraph under the heading “Description of business – ICI Paints – Background”, which appears on page 16 thereof; and the information set forth in the first, second and third paragraphs under the heading “Description of business – Regional and Industrial – Brief description of activities”, which appears on page 19 thereof. ICI owns substantially all of its properties, free of material encumbrances, and it believes such properties are adequate for their purposes and suitably utilised according to the individual nature and requirements of the relevant properties.

EXCERPTS ON THIS PAGE:

20-F
Mar 31, 2006
20-F
Apr 1, 2005

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