Director/PDMR Shareholding

RNS Number:5036K
Imperial Chemical Industries PLC
21 December 2007

IMPERIAL CHEMICAL INDUSTRIES PLC: DIRECTOR AND PDMR SHAREHOLDING

This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).


(1)      An issuer making a notification in respect of a transaction relating to the shares or debentures
         of the issuer should complete boxes 1 to 16, 23 and 24.
(2)      An issuer making a notification in respect of a derivative relating to the shares of the issuer
         should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3)      An issuer making a notification in respect of options granted to a director/person discharging
         managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4)      An issuer making a notification in respect of a financial instrument relating to the shares of
         the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and
         24.



Please complete all relevant boxes in block capital letters.



1. Name of the issuer

Imperial Chemical Industries PLC ("ICI")

2. State whether the notification relates to

(i) a transaction notified in accordance with DR 3.1.2 R,

(ii) a disclosure made in accordance with LR 9.8.6R(1) or,

(iii) a disclosure made in accordance with section 793 of the Companies Act
(2006)

Notification relates to (i) above.

3. Name of person discharging managerial responsibilities/director

As per tables below

4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person

N/A

5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest

Notification is in respect of Directors and PDMRs named in 9 below.

6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares

Ordinary £1 shares

7. Name of registered shareholders(s) and, if more than one, the number of
shares held by each of them

As per tables below

8. State the nature of the transaction

The exercise or vesting of share awards following the hearing by the High Court
of Justice, Chancery Division (Companies Court) on 17 December 2007 to sanction
the Scheme of Arrangement made under section 425 of the Companies Act 1995 and
as set out in the Scheme Circular dated 1 October 2007 (as sent to ICI
shareholders and as also available on the ICI website).

Senior Staff Share Option Scheme

Exercise of Options on 18 December 2007 granted under the ICI Senior Staff Share
Option Scheme between 1999 and 2003.

Executive Share Option Plan

Exercise of Options on 18 December 2007 granted under the ICI Executive Share
Option Plan between 2004 and 2007 and that vested, as determined by the
Remuneration Committee of the ICI Board, on the Court Hearing Date on 17
December 2007. In the case of options granted in 2004 the vesting date was 30
June 2007, the third anniversary of the date of grant.

Performance Growth Plan

as determined by the Remuneration Committee of the ICI Board, The vesting of
awards and resulting release of shares in respect of three conditional awards of
shares made in 2005, 2006 and 2007 under the ICI Performance Growth Plan on the
Court Hearing Date on 17 December 2007.



Following exercise, all of the above shares will automatically be purchased by
Akzo Nobel N.V ("Akzo Nobel") under the terms of the takeover of ICI by Akzo
Nobel.



9. Number of shares, debentures or financial instruments relating to shares
acquired
                                          Number of ICI Ordinary £1.00 Shares Received
Name                       Senior Staff Share  Executive Share Option Plan   Performance Growth Plan
                              Option Scheme
Dr J D G McAdam                 1,606,760               2,334,520                    554,758
Mr A J Brown                       Nil                   529,469                     254,215
Mr D C M Hamill                  386,138                1,310,908                    285,116
 Mr R Deusinger                  139,416                 955,217                     231,386
Mr A Ransom                      298,038                 603,897                     193,957




10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
Name                                                 Percentage of issued share class acquired (%)
Dr J D G McAdam                                                                                     0.372
Mr A J Brown                                                                                        0.065
Mr D C M Hamill                                                                                     0.164
Mr R Deusinger                                                                                      0.110
Mr A Ransom                                                                                         0.091



11. Number of shares, debentures or financial instruments relating to shares
disposed

Following the Effective Date of the takeover of ICI by Akzo Nobel, all ICI
shares held by Directors and PDMRs, including shares previously held and those
detailed above, will be automatically be sold to Akzo Nobel for 670p per share.

Name                                                 Number of shares disposed
Dr J D G Mc Adam                                           4,935,497
Mr A J Brown                                                 784,989
Mr D C M Hamill                                            2,078,704
Mr R Deusinger                                             1,460,426
Mr A Ransom                                                1,130,292



12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)

Name                                                 Percentage of issued share class disposed
Dr J D G McAdam                                             0.409
Mr A J Brown                                                0.065
Mr D C M Hamill                                             0.172
Mr R Deusinger                                              0.121
Mr A Ransom                                                 0.094



13. Price per share or value of transaction


Share Option Values

Name                    Senior Staff Share Option Scheme      Executive Share Option Plan

Dr J D G McAdam           1,606,760 £1 Ordinary shares at a     2,334,520 £1 Ordinary shares at a
                          weighted average Option Price of      weighted average Option Price of
                                       £2.313                                £3.187

Mr A J Brown            Nil                                   529,469 £1 Ordinary shares at a
                                                              weighted average Option Price of
                                                              £3.905

Mr D C M Hamill         386,138 £1 Ordinary shares at a       1,310,908 £1 Ordinary shares at a
                        weighted average Option Price of      weighted average Option Price of
                        £2.020                                £3.117

Mr R Deusinger          139,416 £1 Ordinary shares at a       955,217 £1 Ordinary shares at a
                        weighted average Option Price of      weighted average Option Price of
                        £4.597                                £3.141

Mr A Ransom             298,038 £1 Ordinary shares at a       603,897 £1 Ordinary shares at a
                        weighted average Option Price of      weighted average Option Price of
                        £3.100                                £3.433



Following the Effective Date of the takeover of ICI by Akzo Nobel all ICI shares
held by Directors and PDMRs, including shares previously held and those detailed
above, will be automatically be purchased by Akzo Nobel for 670p per share.

14. Date and place of transaction

Performance Growth Plan:  17 December 2007

Share Options:  17 and 18 December 2007

20 Manchester Square, London W1U 3AN

15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)

On the Effective Date of the takeover of ICI by Akzo Nobel, the Directors and
PDMRs detailed above will no longer hold any shares in ICI.

16. Date issuer informed of transaction

20 December 2007

If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes



17. Date of grant

N/A

18. Period during which or date on which it can be exercised

N/A

19. Total amount paid (if any) for grant of the option

N/A

20. Description of shares or debentures involved (class and number)

N/A

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise

N/A

22. Total number of shares or debentures over which options held following
notification

N/A

23. Any additional information

N/A

24. Name of contact and telephone number for queries

GEORGE ST JOHN TURNER

0207 009 5246

Name and signature of duly authorised officer of issuer responsible for making
notification

ANDY RANSOM

COMPANY SECRETARY

Date of notification

21 December 2007




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