2nd Jul 2007 07:00
Anglo American PLC02 July 2007 News Release 2 July 2007 Anglo American plc and the Mondi Group Payment of Demerger Dividend by Anglo American plc and allotment of ordinary shares by Mondi plc and share consolidation of Anglo American plc Anglo American plc ("Anglo American") and the Mondi Group ("Mondi") announcethat the following events have now occurred in connection with the demerger ofMondi from Anglo American (the "Demerger") and establishment of Mondi as adual-listed company structure, comprising Mondi Limited ("MLTD"), a SouthAfrican incorporated company holding Mondi's African assets, and Mondi plc ("MPLC"), a UK incorporated company holding Mondi's non-African assets: - at 12.30 a.m. on 2 July 2007 Anglo American paid a dividend in specie (the "Demerger Dividend") which resulted in the Mondi business being transferred toMPLC and MPLC allotting and issuing ordinary shares ("MPLC Ordinary Shares") toholders of existing Anglo American ordinary shares of US$0.50 each ("AngloAmerican Ordinary Shares") at the record time (12.01 a.m. on 2 July 2007 (the "Record Time")) for the Demerger on a pro rata basis of one MPLC Ordinary Sharefor every Anglo American Ordinary Share held. It is expected that at 8.00 a.m. London time (9.00 a.m. South African time) thefollowing will occur: - the proposed consolidation of Anglo American Ordinary Shares (the "AngloAmerican Share Consolidation") described in the circular to holders of AngloAmerican Ordinary Shares dated 1 June 2007 (the "Circular") and the prospectusfor the Mondi Group dated 1 June 2007 (the "Prospectus") and admission to theOfficial List of the UKLA and to trading on the London Stock Exchange and theJSE of the new ordinary shares in Anglo American arising from the Anglo AmericanShare Consolidation will become effective with the result that for every 100existing Anglo American Ordinary Shares held at the Record Time, shareholderswill receive 91 new Anglo American ordinary shares of 5486/91 US cents each (the"New Anglo American Ordinary Shares"). - conditional dealings in MPLC Ordinary Shares on the London Stock Exchange andthe JSE will commence and conditional dealings in ordinary shares in MLTD ("MLTDOrdinary Shares") on the JSE will commence. As described in the Circular and the Prospectus, the Demerger of Mondi involvesa proposed reduction of capital of MPLC (the "MPLC Reduction of Capital"). TheCourt hearing to confirm the MPLC Reduction of Capital will take place at 10.00a.m. today. If the Court approves the MPLC Reduction of Capital, the Court orderapproving the MPLC Reduction of Capital is expected to be registered with theRegistrar of Companies at approximately 4.00 p.m. today. Following theregistration of the Court order, Mondi will be held as a dual-listed companystructure, comprising MLTD and MPLC. If the Demerger becomes effective and the listing of and commencement ofdealings in MPLC Ordinary Shares on the London Stock Exchange and MPLC OrdinaryShares and MLTD Ordinary Shares on the JSE (together, "Admission") occurs asplanned at 8.00 a.m. London time (9.00 a.m. South African time) on 3 July 2007,holders of Anglo American Ordinary Shares will receive both MLTD Ordinary Sharesand MPLC Ordinary Shares in proportion to their holdings of Anglo AmericanOrdinary Shares, on the following basis: For every 100 Anglo American Ordinary 25 MPLC Ordinary Shares and Shares held 10 MLTD Ordinary Shares or MLTD depository interests The JSE record time for holders of Existing Anglo American Ordinary Shares heldin uncertificated form via the Strate system will be 5.00 p.m. (South Africantime) on 6 July 2007. If the MPLC Reduction of Capital and Admission does not occur by 8.00 a.m. (9.00a.m. South African time) on Tuesday, 3 July 2007, all conditional dealings willbe suspended. If, at 4.00 p.m. (5.00 p.m. South African time) on Tuesday, 3 July2007, it cannot be confirmed that the MPLC Reduction of Capital and Admissionwill become effective by 8.01 a.m. (9.01 a.m. South African time) on Wednesday,4 July 2007, all conditional dealings on Monday, 2 July 2007 will be of noeffect and will be unwound. In the event that Admission does not occur onTuesday, 3 July, but the MPLC Reduction of Capital subsequently becomeseffective, MPLC Ordinary Shares and MLTD Ordinary Shares will be admitted totrading and commence dealing on the day following the MPLC Reduction of Capitalbecoming effective. In the event that the MPLC Reduction of Capital andAdmission does not become effective by 8.01 a.m. (9.01 a.m. South African time)on Friday, 6 July 2007, Anglo American will acquire all the MPLC Ordinary Sharesand allot on Monday, 9 July 2007 New Anglo American Ordinary Shares to the MPLCOrdinary Shareholders as consideration. Shareholders are therefore advised that if the Court does not approve the MPLCReduction of Capital, it is possible that Shareholders would be unable to tradeMLTD Ordinary Shares and MPLC Ordinary Shares (or any New Anglo AmericanOrdinary Shares issued by Anglo American to acquire MPLC Ordinary Sharespursuant to the arrangements set out above) for up to four days. Assuming the Demerger becomes effective, settlement in respect of the New AngloAmerican Ordinary Shares and the MPLC Ordinary Shares and MLTD Ordinary Sharesto which shareholders will become entitled is expected to be effected on thebasis described in the Circular and the Prospectus. Anglo American +44 20 7968 8888Charles Gordon Mondi +44 1932 826300Paul HollingworthMervyn Walker Goldman Sachs International +44 (0)20 7774 1000Simon DingemansDominic Lee UBS +44 (0)20 7567 8000James HartopNimesh Patel Financial DynamicsRichard Mountain +44 (0)20 7269 7121Louise Brugman +27 11 214 2415 / +27 83 504 1186 Notes The JSE has granted a primary listing to MLTD by way of an introduction of theentire issued ordinary share capital of MLTD, in the "Basic Resources - Forestryand Paper" sector of the JSE List. The JSE has also granted a secondary listingby way of introduction of the entire issued ordinary share capital of MPLC inthe "Basic Resources - Forestry and Paper" sector of the JSE List. Applicationhas been made to the FSA for the MPLC Ordinary Shares to be admitted to theOfficial List and to trading on the London Stock Exchange. MPLC will be includedin the "Forestry and Paper" sector of the London Stock Exchange. Terms used in this press release but not defined herein have the meaning givento them in the Circular. The information in this announcement should be read in conjunction with the fulltext of the Prospectus and Circular. This press release has been issued by and is the sole responsibility of AngloAmerican and Mondi. Goldman Sachs International which is regulated in the United Kingdom by the FSA,UBS Limited and UBS South Africa (Proprietary) Limited are acting exclusivelyfor Anglo American plc and Mondi and no one else in connection with the proposedDemerger and Admission and will not be responsible to anyone else for providingthe protections afforded to respective customers of Goldman Sachs International,UBS Limited and UBS South Africa (Proprietary) Limited or for providing advicein relation to the proposed Demerger and Admission or the contents of thisannouncement. This press release does not comprise listing particulars or a prospectusrelating to Anglo American, MLTD or MPLC and does not constitute an offer orinvitation to purchase or subscribe for any securities of Anglo American, MLTDor MPLC and should not be relied on in connection with a decision to purchase orsubscribe for any such securities. This press release does not constitute arecommendation regarding the securities of Anglo American or, MLTD or MPLC. This announcement does not constitute a recommendation concerning the Demerger,and should not be construed as legal, business, tax or investment advice. Thevalue of shares can go down as well as up. Past performance is not a guide tofuture performance. Shareholders should consult a professional adviser as to thesuitability of the Demerger for the individual concerned. None of the MPLC Ordinary Shares, the MLTD Ordinary Shares or the New AngloAmerican Ordinary Shares will be, or is required to be, registered under the USSecurities Act of 1933, as amended. None of the MPLC Ordinary Shares, the MLTDOrdinary Shares or the New Anglo American Ordinary Shares referred to in thisannouncement have been approved or disapproved by the US Securities and ExchangeCommission, any state securities commission in the United States or any other USregulatory authority, nor have such authorities passed upon or determined theadequacy or accuracy of this document. Any representation to the contrary is acriminal offence in the United States. Certain statements made in this announcement are forward looking statements.Such statements are based on current expectations and are subject to a number ofrisks and uncertainties that could cause actual events or results to differmaterially from any expected future events or results referred to in theseforward looking statements. The distribution of this document in jurisdictions other than the United Kingdomor the Republic of South Africa may be restricted by law and therefore personsinto whose possession this document comes should inform themselves about andobserve such restrictions. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdiction. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENTSHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OFAPPLICABLE LAW. Shareholders receiving MLTD Ordinary Shares and/or MPLC Ordinary Shares do so onthe basis that they expressly acknowledge, agree and represent to Mondi thatthey receive those Mondi Ordinary Shares for their own account and not with theintention to resell or distribute those shares within Australia within 12 monthsfrom the date of their issue, unless the sale is pursuant to an offer that doesnot need disclosure in accordance with the requirements of section 708 or 708Aof the Australian Corporations Act 2001 (Cth). This document and its distribution and the offering and receiving of the MLTDOrdinary Shares and/or MPLC Ordinary Shares do not constitute an offering ofsecurities to the public in the Republic of Italy. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Anglo American