Acquisition

Croda International PLC
29 June 2006


Not for release, publication or distribution, in whole or in part, in or into or
from Australia, Canada, Japan, Republic of South Africa or the United States of
America



         CRODA ANNOUNCES THE ACQUISITION OF UNIQEMA FROM ICI

London, June 29, 2006.  Croda International Plc ('Croda') announces the
acquisition of Uniqema, a division of Imperial Chemical Industries Plc ('ICI')
(the 'Acquisition') for a total consideration of £410 million on a cash and debt
free basis.  At Completion, Croda will pay ICI £370 million in cash and will
assume £40 million of unfunded post-retirement benefit liabilities.  As part of
the Completion mechanics, there will be an adjustment for working capital and an
adjustment for any post-retirement benefit liabilities, which will be funded,
net of tax, by ICI.

Uniqema is a global manufacturer and supplier of base oleochemicals and
specialities used as additives in a wide variety of consumer care markets.  In
the year ended 31 December 2005 it generated sales of £626 million, 66 per cent.
from specialities and 34 per cent. from base oleochemicals, with EBITDA of £49
million.

The Directors of Croda believe that the Acquisition fulfils a long term
strategic goal for the Company, providing an enhanced global platform from which
to pursue future growth opportunities.

Highlights of the Acquisition:

•        Strengthens Croda's position as a leading global oleochemical
         specialities manufacturer

•        Strengthens global position in consumer care products

•        Brings complementary products and technologies, e.g. alkoxylates,
         sunscreens and crop care

•        Strengthens Croda's presence in key growth markets, such as India

•        Expected to be EPS neutral in the year ending 31 December 2007, and
         significantly EPS enhancing in the year ending 31 December 2008 (see 
         note 1)

•        Significant synergies estimated to be at least £20 million per annum in
         the year ending 31 December 2008

•        Restructuring will create opportunities for additional earnings
         improvement

Croda has a successful track record of restructuring chemical assets. Over
recent years, the current management has led a focused strategic repositioning
of Croda's business.  Croda's management believes that the application of a
similar strategy has the potential to unlock significant value following the
Acquisition.

The Acquisition constitutes a 'Reverse Takeover' under the UK Listing Rules by
virtue of its size and requires the approval of Croda Shareholders, which will
be sought at an Extraordinary General Meeting that is anticipated to be held in
August.  Given that it is a 'Reverse Takeover', Croda's Ordinary Shares will be
suspended from trading at the time of this announcement, pending the publication
of a Prospectus for the Enlarged Group.  It is anticipated that the Prospectus
will be posted to Croda Shareholders in August 2006 and that trading in Croda
shares will recommence shortly thereafter.

The Circular inviting Shareholders to vote at an Extraordinary General Meeting
is expected to be posted to Croda Shareholders during August 2006.  The
Acquisition is subject to Croda Shareholders' approval and obtaining the
relevant Competition Clearances.

Croda intends to fund the Acquisition through New Debt Facilities.  In addition,
Croda may implement an Equity Placing of up to 10 per cent. of its issued share
capital, from shares held in treasury, once trading has re-commenced. However,
neither the New Debt Facilities nor the Acquisition are conditional upon the
Equity Placing.

Commenting on the Acquisition, Martin Flower, Chairman of Croda, said:

'Croda has had a strategy of growing both organically and through acquisition
for a long time.  We have been very disciplined in looking at possible
acquisitions. The Board and I are convinced that this acquisition will create
significant shareholder value and provide an exciting platform for Croda's
future growth.'

Commenting on the Acquisition, Mike Humphrey, Group Chief Executive of Croda,
said:

'This is an exciting step change in the Croda growth story.  Acquiring Uniqema
has clear industrial logic and a compelling financial case.  It is a great
opportunity for Croda's experienced management team to combine with Uniqema's
talented people to create a new company with a great future.'

Croda will be holding a presentation to analysts at 13.00 (London time) on June
29, 2006 at Financial Dynamics, Holborn Gate, 26 Southampton Buildings, London
WC2.  There will be a dial-in facility for the presentation on 0845 113 0049.
The investor presentation will also be available on Croda's web-site
(www.Croda.com).  In addition, Croda has set-up an investor helpline for Croda
Shareholders who have any queries regarding the Acquisition.  The helpline
number in the UK is 0870 162 3177 and from outside the UK is [phone].

Merrill Lynch is acting as financial adviser and corporate broker to Croda.

This summary should be read in conjunction with the full text of the following
announcement.

Note 1. This statement is not intended to constitute a profit forecast for the
financial years ending 31 December 2007 and 31 December 2008, nor for any other
period.  Nor should the statements be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial period for Croda.  Rather this statement should be
construed as a reference to an enhancement above the earnings that might
otherwise have been earned during the relevant financial period.

For further information, please contact:

Croda International Plc                  Tel:   [phone] (June 29, 2006)

Mike Humphrey                            Tel:   [phone] (thereafter)

Sean Christie



Merrill Lynch                            Tel:    [phone]

Lars Ingemarsson

Ken McLaren

Simon Fraser (Corporate broking)

Andrew Fairclough (Corporate broking)



Financial Dynamics                       Tel:   [phone]

Andrew Dowler

Ben Foster


This announcement has been issued by Croda and is the sole responsibility of
Croda.


Merrill Lynch is acting for Croda in connection with the proposed Acquisition
and no one else and will not be responsible to anyone other than Croda for
providing the protections afforded to clients of Merrill Lynch nor for providing
any advice in relation to the Acquisition.


This announcement is for information only and does not constitute an offer or an
invitation to acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire Croda securities in any jurisdiction.


The distribution of this announcement may be restricted by law. Persons into
whose possession this announcement comes are required by Croda to inform
themselves about and to observe any such restrictions.


This announcement includes 'forward-looking statements'. These forward-looking
statements contain the words 'anticipate', 'believe', 'intend', 'estimate', '
expect' and words of similar meaning. All statements other than statements of
historical facts included in this announcement, including, without limitation,
those regarding Croda's financial position, business strategy, plans and
objectives of management for future operations (including development plans and
objectives relating to Croda's products and services) are forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of Croda to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding Croda's present and future business strategies
and the environment in which Croda will operate in the future. These
forward-looking statements speak only as at the date of this announcement. Croda
expressly disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained herein to reflect any
change in Croda's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.


              CRODA ANNOUNCES THE ACQUISITION OF UNIQEMA FROM ICI


Introduction

Croda announces the acquisition of Uniqema, a division of ICI for a total
consideration of £410 million on a cash and debt free basis.  At Completion,
Croda will pay ICI £370 million in cash and will assume £40 million of unfunded
post-retirement benefit liabilities.  As part of the Completion mechanics, there
will be an adjustment for working capital and an adjustment for any
post-retirement benefit liabilities, which will be funded, net of tax, by ICI.

Rationale for the Acquisition

Uniqema complements Croda's existing operations and adds further scale and
diversity to its current specialities product offering, in particular within
core consumer care markets.  The Acquisition will generate scope for synergy
creation, whilst integration and restructuring opportunities will create
potential for accelerated earnings growth.

Croda has a successful track record of restructuring chemical assets.  Over
recent years, the current management has led a focused strategic repositioning
of Croda's business.  In 1998 only 35 per cent. of sales were derived from
consumer care markets, with the remainder derived from industrial specialities.
By 2005 sales derived from consumer care had increased to 68 per cent. of sales
with a corresponding EBITDA margin increase from 15.5 per cent. to 22.0 per
cent. over the same period.  Croda management believes that a similar strategy
has the potential to unlock significant value following the Acquisition.

Information on Uniqema

Uniqema is a global manufacturer and supplier of base oleochemicals and
specialities used as ingredients in a wide variety of markets including personal
care, healthcare, homecare, lubricants and coatings.  In 2005, it generated
sales of £626 million, of which 66 per cent. (£415 million) were specialities
and 34 per cent. (£211 million) were base oleochemicals.  Uniqema has
approximately 2,500 employees worldwide with 13 manufacturing facilities in
Europe, the US and Asia.

Uniqema's turnover and EBITDA for the year ended 31 December 2005 under IFRS
were £626 million and £49 million respectively.  In the first quarter of 2006,
Uniqema reported an increase in turnover of 2 per cent. to £166 million and
EBITDA was flat at £13 million.  On this basis, Uniqema's last twelve months
EBITDA to 31 March 2006 was £49 million. As at 31 December 2005 Uniqema had
gross assets of approximately £461 million.

Information on Croda

Croda is a manufacturer of speciality ingredients for the global consumer
personal care, healthcare and homecare markets.  Croda also supplies ingredients
for a variety of other markets including the plastics industry. Croda employs
around 1,600 employees in 26 countries.  For the 12 months to 31 December 2005
Croda generated turnover of £306 million and EBITDA of £66 million.

Financial effects of the Acquisition

The Directors of Croda expect the Acquisition to be EPS neutral in the year
ending 31 December 2007, and significantly EPS enhancing in the year ending 31
December 2008 (see note 1).  Also, the Directors expect the return on investment
to exceed the Croda group's weighted average cost of capital for the year ending
31 December 2008 and onwards.  Synergies are estimated to be at least £20
million per annum by December 2008 as a result of the Acquisition.

Objectives and strategy of the Enlarged Group

The Board of Directors of Croda believes that the Enlarged Group will benefit
from increased manufacturing capacity in continental Europe, a reinforced
position in the North American market and an expanded Asian footprint.

The Enlarged Group's strategic priorities will be to:

•        improve efficiency and secure significant cost savings

•        re-focus on higher growth markets and higher margin products

•        rationalise manufacturing

•        accelerate debt repayment through selective disposals

        continue to focus on cash generation

Principal elements of the Acquisition

The consideration is being financed from New Debt Facilities as arranged by
Barclays and the Royal Bank of Scotland.  Croda may implement an Equity Placing
of shares held in treasury equivalent of up to 10 per cent. of the current
outstanding Ordinary Share Capital of Croda once trading has re-commenced.
However, neither the New Debt Facilities nor the Acquisition are conditional
upon the Equity Placing.

The Acquisition is structured principally as a sale of shares, with one
principal exception being the acquisition of the site at Thane in India which
will be effected as an asset sale from its current owners, ICI India.  This
transaction will be conditional upon the approval of the shareholders of ICI
India, of which ICI holds 51 per cent. of the voting capital.  Closing of this
part of the transaction is anticipated to take place later this year.  The
Spanish business will also be acquired by way of an asset purchase.

ICI has given a range of warranties and indemnities to Croda in respect of
Uniqema and its subsidiaries and their businesses which are conventional for an
acquisition of this nature.  Uniqema and Croda will conduct their respective
businesses in the ordinary course between Signing and Completion.  Croda will be
consulted by Uniqema on all major business decisions and developments during
this period.

Dividend policy

It is the Directors' current intention that Croda will maintain a similar
dividend policy to that adopted by it as at the date of this announcement.

Croda's dividend policy is to ensure that Croda Shareholders continue to benefit
directly from the successful growth of the Enlarged Group, while providing
sufficient funds for investment in future growth.

Employees

Croda and Uniqema currently employ approximately 4,100 people in aggregate
worldwide.  Croda believes the Enlarged Group will provide many opportunities
for both Croda and Uniqema employees. The existing employment terms and
conditions, including pension rights, of Uniqema's employees, will be
appropriately safeguarded.

Approvals, implementation and timetable

The Acquisition constitutes a 'Reverse Takeover' under the UK Listing Rules by
virtue of its size and requires the approval of Croda Shareholders, which will
be sought at an Extraordinary General Meeting that is anticipated to be held in
August.  Given that it is a 'Reverse Takeover', Croda's Ordinary Shares will be
suspended from trading at the time of this announcement, pending the publication
of a Prospectus for the Enlarged Group.  It is anticipated that the Prospectus
will be posted to Croda Shareholders in August 2006 and that trading in Croda
shares will recommence shortly thereafter.

The Circular inviting Shareholders to vote at an Extraordinary General Meeting
is expected to be posted to Croda Shareholders during August 2006.  The
Acquisition is subject to Croda Shareholders' approval and obtaining the
relevant mandatory Competition Clearances.

Note 1. This statement is not intended to constitute a profit forecast for the
financial years ending 31 December 2007 and 31 December 2008, nor for any other
period. Nor should the statements be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial period for Croda. Rather this statement should be
construed as a reference to an enhancement above the earnings that might
otherwise have been earned during the relevant financial period.

This announcement has been issued by Croda and is the sole responsibility of
Croda.



Merrill Lynch is acting for Croda in connection with the proposed Acquisition
and no one else and will not be responsible to anyone other than Croda for
providing the protections afforded to clients of Merrill Lynch nor for providing
any advice in relation to the Acquisition.



This announcement is for information only and does not constitute an offer or an
invitation to acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire Croda securities in any jurisdiction.



The distribution of this announcement may be restricted by law. Persons into
whose possession this announcement comes are required by Croda to inform
themselves about and to observe any such restrictions.


This announcement includes 'forward-looking statements'. These forward-looking
statements contain the words 'anticipate', 'believe', 'intend', 'estimate', '
expect' and words of similar meaning. All statements other than statements of
historical facts included in this announcement, including, without limitation,
those regarding Croda's financial position, business strategy, plans and
objectives of management for future operations (including development plans and
objectives relating to Croda's products and services) are forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of Croda to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding Croda's present and future business strategies
and the environment in which Croda will operate in the future. These
forward-looking statements speak only as at the date of this announcement. Croda
expressly disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained herein to reflect any
change in Croda's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

Appendix I: Summary of the terms and conditions of the Acquisition documents and
                            the New Debt Facilities


The Acquisition Agreement


The Acquisition Agreement is the umbrella agreement governing the relationship
between ICI and Croda in respect of the Acquisition.  In addition to the
Acquisition Agreement, there will be a number of local agreements which will
mechanically transfer assets or shares as the case may be in each relevant
jurisdiction.


With regard to certain other jurisdictions, the Indian operation is owned by ICI
India, a company listed on the Indian Stock Exchange, whose majority shareholder
is ICI. In addition, the Uniqema business also has a joint venture in each of
Korea and Indonesia.  Croda will assume ICI's interests in those joint ventures.



The total consideration is £410 million on a cash and debt free basis.  At
Completion, Croda will pay ICI £370 million in cash and will assume £40 million
of unfunded post-retirement benefit liabilities.  As part of the Completion
procedures, there will be an adjustment for working capital and an adjustment
for any additional post-retirement benefit liabilities, which will be funded net
of tax by ICI.


The Acquisition Agreement is conditional on several mandatory anti trust
clearances.  Croda have agreed to give whatever appropriate undertakings are
required by any anti trust authority to ensure that Completion can take place.


The Acquisition Agreement is also conditional upon Croda's Shareholder approval.
Completion will take place at the end of the month in which the anti trust and
shareholder approval conditions are satisfied.  As Indonesian and Korean
completions are subject to obtaining consents with local JV partners, those
local completions will take place at the end of the month in which those
consents have been obtained.  Risk however will pass in relation to Korea and
Indonesia at Completion.  In the case of India, it will be necessary to obtain
the shareholder approval of ICI India to the transfer and Indian completion will
follow shortly thereafter.  Again risk will pass on Completion.  To the extent
and in the unlikely event that Indonesian, Korean or Indian completions do not
take place by 31 March 2007, those assets will not transfer.


Deed of restrictive covenant

At Completion, ICI will enter into a Deed of restrictive covenant, pursuant to
which, subject to certain limited exceptions, it will agree that for a period of
three years it will not to carry on the same activities as those carried on by
the Uniqema business at Completion.


Transitional services agreement

At Completion, Croda and ICI will enter into a transitional services agreement,
pursuant to which ICI will provide transitional services to Croda (and in
certain limited cases, Croda will provide transitional services to ICI) to
ensure an orderly transition of the Uniqema business into Croda's ownership. A
wide range of services will be provided for varying lengths of time. The precise
scope, duration and pricing of these services will be agreed prior to
completion.


Deed of tax covenant

At Completion, Croda and ICI will enter into a deed of tax covenant, pursuant to
which, subject to certain limited exceptions and limitations, for a period of 7
years, ICI will indemnify Croda on a pound for pound basis for any tax
liabilities arising before Completion.


IP documents

At Completion, Croda and ICI will enter into intellectual property ('IP')
documents pursuant to which Croda will acquire the IP used in the Uniqema
business, either through an outright assignment or by way of a licence (where
that IP is still used in other parts of ICI and so ownership is retained by
ICI).   These documents will also deal with certain IP rights which Croda will
acquire as part of the transaction but which must be licensed back to ICI,
either for the transitional period, or for use in other parts of ICI's business.


Facility Agreement

The Facility Agreement was entered into on 29 June 2006 between, amongst others,
the Company as original borrower and original guarantor and Barclays and the
Royal Bank of Scotland as original lenders and arrangers under which the Company
obtained a £450 million facility.


The facility consists of (i) a multicurrency revolving loan facility of £200
million (ii) a multicurrency term loan facility of £150 million and (iii) a
multicurrency revolving loan facility with a term out option of £100 million
(together the 'Facility') each for the purposes of financing the Acquisition as
well as general corporate purposes and working capital requirements of the Croda
group.


In addition to the Company entering into the Facility Agreement as original
borrower and original guarantor, all material subsidiaries of the Company must
accede to the Facility Agreement as guarantors.  There is also an aggregate test
for guarantors.


The Facility Agreement contains customary representations, warranties and
covenants in favour of the lenders for a facility of this nature.  Interest
payable under the Facility is LIBOR plus a margin is capable of changing over
time depending on the gearing ratio set out in the Facility Agreement.  The
multicurrency term loan facility is subject to scheduled amortisation.


                           Appendix II - Definitions


'Acquisition'               the proposed acquisition of Uniqema, a division of ICI

'Acquisition Agreement'     the agreement between Croda and ICI relating to the Acquisition, dated 29
                            June 2006

'Barclays'                  Barclays Bank plc

'the Board'                 the board of directors of Croda

'Competition Clearances'    Mandatory clearances from the relevant authorities in the US, Germany and South Africa
                            and pending such clearances no referral by any other relevant European competition
                            authority

'Completion'                completion of the Acquisition in accordance with the terms of the Acquisition
                            Agreement

'Croda' or the 'Company'    Croda International Plc

'Croda Shareholders'        the holders of the Ordinary Shares of Croda

'EBITDA'                    earnings before interest, tax, depreciation and amortisation

'Enlarged Group'            Croda, and its subsidiaries and subsidiary undertakings following Completion

'EPS'                       earnings per share

'Equity Placing'            offer of new shares to institutional shareholders in the UK and certain other
                            investors on a non pre-emptive basis

'Extraordinary General      the extraordinary general meeting of Croda expected to be convened in August 2006
Meeting' or 'EGM'

'Facility Agreement'        the facility agreement to be entered into with Barclays and the Royal Bank of Scotland

'ICI'                       Imperial Chemical Industries Plc

'IFRS'                      international financial reporting standards

'London Stock Exchange'     London Stock Exchange plc

'Merrill Lynch'             Merrill Lynch International

'New Debt Facilities'       the new debt facilities as arranged by Barclays and the Royal Bank of Scotland
'Ordinary Shares' and '     ordinary shares of 10p each in the capital of Croda
Ordinary Share Capital'

'Prospectus'                Croda's prospectus to be published in relation to the Acquisition

'Royal Bank of Scotland'    The Royal Bank of Scotland plc

'Shareholder Circular'      Croda's shareholder circular to be issued in relation to the Acquisition

'Signing'                   the signing of the Acquisition Agreement

'UK Listing Rules'          the listing rules of the UK Listing Authority

'Uniqema'                   a division of ICI being the subject of the Acquisition


                      This information is provided by RNS
            The company news service from the London Stock Exchange