30th Jun 2011 13:42
THIS DOCUMENT IS NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Mondi Limited
(Incorporated in the Republic of South Africa)(Registration number: 1967/013038/06)JSE share code: MND ISIN: ZAE000097051
Mondi plc
(Incorporated in England and Wales)(Registration number: 6209386)JSE share code: MNP ISIN: GB00B1CRLC47LSE share code: MNDI
30 June 2011
As part of the dual listed companies structure, Mondi Limited and Mondi plc (together "Mondi Group") notify both the JSE Limited ("JSE") and the London Stock Exchange ("LSE") of matters required to be disclosed under the Listings Requirements of the JSE and/or the Disclosure and Transparency and Listing Rules of the United Kingdom Listing Authority.
Results of the Mondi Limited and Mondi plc general meetings and finalisation date announcement relating to the demerger of Mpact Limited by Mondi Limited to the ordinary shareholders of Mondi Limited
1. Introduction
Shareholders of Mondi Group are referred to the announcement released on Tuesday, 31 May 2011 and the circulars to Shareholders of Mondi Limited and Mondi plc dated Tuesday, 31 May 2011 (the "Circulars") regarding:
* The proposed demerger of Mpact Limited ("Mpact") (formerly Mondi Packaging South Africa Limited) by Mondi Limited to the ordinary shareholders of Mondi Limited ("Mondi Limited Shareholders"), (the "Demerger"); * The proposed conversion of Mondi Limited Ordinary Shares and Mondi Limited Special Converting Shares with a par value of R0.20 per share to shares of no par value (the "Mondi Limited Conversion"); and * The proposed consolidation of the Mondi Limited Ordinary Shares (the "Mondi Limited Consolidation").
At the Mondi Limited General Meeting held on Thursday, 30 June 2011 at 12.00 p.m. (South Africa), and the Mondi plc General Meeting held on Thursday, 30 June 2011 at 11.00 a.m. (United Kingdom) (the "Meetings"), all of the resolutions proposed at the Meetings (the "Resolutions"), details of which are contained below, were approved by the requisite majority of votes. If required, notice of amendments to Mondi Limited's Memorandum of Incorporation will be filed with the South African Companies and Intellectual Property Commission in due course. With the exception of Resolution 3 of the Mondi Limited General Meeting, the Resolutions were treated as Class Rights Actions (as defined in Mondi Limited's Memorandum of Incorporation and Mondi plc's Articles of Association) for the purposes of the dual listed companies structure, as explained in the notes to the respective notices of General Meeting, and accordingly were passed by independent votes in favour by the Shareholders of Mondi Limited and Mondi plc, respectively.
Mondi Limited General Meeting voting result
Resolution Votes for % Votes % Votes Votes total against withheld 1 To approve the Demerger 116,001,714 99.86 162,644 0.14 1,743 116,164,358
and authorise payment of Mpact ordinary shares as a dividend in specie to Mondi Limited Shareholders
2 To amend the Mondi 116,001,714 99.86 162,644 0.14 1,743 116,164,358
Limited Articles of Association to provide for the Mondi Limited Consolidation*
3 To approve the Mondi 116,001,504 99.86 162,644 0.14 1,953 116,164,148 Limited Conversion by the Mondi Limited Ordinary Shareholders* 4 To approve the Mondi 116,001,521 99.86 162,644 0.14 1,936 116,164,165 Limited Conversion by all Mondi Limited Shareholders* 5 To approve the Mondi 116,001,697 99.86 162,644 0.14 1,760 116,164,341 Limited Consolidation* 6 To approve the 116,001,714 99.86 162,644 0.14 1,743 116,164,358 sub-division and consolidation of the Mondi plc Special Converting Shares
7 To authorise Mondi Group 116,164,351 100 7 0.00 1,743 116,164,358
directors to do all things on behalf of Mondi Limited or Mondi plc that may be required in order to give effect to and implement the Resolutions * = Special resolutions
75% of votes in favour are required pursuant to the South African Companies Act and the JSE Listings Requirements
Mondi plc General Meeting voting result
Resolution Votes for % Votes % Votes Votes total against withheld 1 To approve the Demerger 262,311,609 100 2486 0.00 2,266,498 264,580,593
and authorise payment of Mpact ordinary shares as a dividend in specie to Mondi Limited Shareholders
2 To amend the Mondi 264,065,332 100 2,486 0.00 512,775 264,580,593
Limited Articles of Association to provide for the Mondi Limited Consolidation
3 To approve the Mondi 264,064,551 100 3,058 0.00 512,984 264,580,593 Limited Conversion 4 To approve the Mondi 264,065,334 100 2,486 0.00 512,773 264,580,593 Limited Consolidation 5 To approve the 264,064,973 100 2,636 0.00 512,984 264,580,593
sub-division and consolidation of the Mondi plc Special Converting Shares
6 To authorise Mondi Group 263,897,871 99.94 169,738 0.06 512,984 264,580,593
directors to do all things on behalf of Mondi Limited or Mondi plc that may be required in order to give effect to and implement the Resolutions
Accordingly, the Demerger, the Mondi Limited Consolidation and the Mondi Limited Conversion are unconditional in every respect and will progress in accordance with the detailed timetable set out below.
2. Salient dates and times
The Demerger 2011
Last day to trade in Mondi Limited Ordinary Shares on Friday, 8 July the JSE to participate in the Demerger
Mondi Limited Ordinary Shares trade "ex" the Monday, 11 July entitlement to the Mpact ordinary shares from the
commencement of business
Listing of Mpact ordinary shares on the JSE under the Monday, 11 July share code ``MPT'' and ISIN ZAE000156501 from the
commencement of business Demerger record date Friday, 15 July Demerger effected Monday, 18 July
Share certificates in respect of Mpact ordinary Monday, 18 July shares posted to certificated Mondi Limited
Shareholders on or about
Dematerialised Mondi Limited Shareholders will have Monday, 18 July their accounts at their CSDP or broker updated with
Mpact ordinary shares on
Announcement of apportionment of base cost for Wednesday, 20 July capital gains tax purposes
The Mondi Limited Consolidation and the Mondi Limited 2011 Conversion VWAP period from 8.00 a.m. (UK) / 9.00 a.m. (South Africa) on Monday, 11 July 2011 to 4.00 p.m. (UK) / 5.00 p.m. (South Africa) on Thursday, 21 July 2011
Announcement of the Mondi Limited Consolidation Ratio Friday, 22 July
Last day to trade in existing Mondi Limited Ordinary Friday, 29 July Shares
New Mondi Limited Ordinary Shares listed and commence Monday, 1 August trading at 9.00 a.m. (South Africa) on the JSE under
new ISIN ZAE000156550 and the same JSE code MND Mondi Limited Conversion and Mondi Limited Friday, 5 August Consolidation record date Mondi Limited Conversion and Mondi Limited Monday, 8 August Consolidation effected
Replacement certificates in respect of new Mondi Monday, 8 August Limited Ordinary Shares will be posted by registered
post to certificated Mondi Limited Shareholders whose share certificates have been received by 12.00 p.m. (South Africa) on Friday, 5 August 2011 on or about
If share certificates have not been received by 12.00 Monday, 8 August p.m. (South Africa) on Friday, 5 August 2011,
replacement share certificates in respect of new Mondi Limited Ordinary Shares will be posted by registered post within five business days of receipt of the share certificates after
Dematerialised Mondi Limited Shareholders will have Monday, 8 August their accounts at their CSDP or broker updated with
new Mondi Limited Ordinary Shares on
3. Further cautionary announcement
Further to the announcement on Tuesday, 31 May 2011, the outcome of the Demerger and the Mondi Limited Consolidation may have a material effect on the price of Mondi Group's securities. Accordingly, shareholders are advised to continue exercising caution when dealing in their Mondi Group shares until a further announcement is made.
Rothschild is acting as financial adviser and transaction sponsor to the Mondi Group and Rand Merchant Bank is acting as financial adviser and transaction sponsor to Mpact.
/endsContact:Mondi GroupLora Rossler
Group Corporate Affairs Manager
Tel: +27 (0)31 451 2040 or +27 (0)83 627 0292
E-mail: [email protected]
Kerry Crandon
Group Communications Manager
Tel: +27 (0)11 994 5425 or +27 (0)83 389 3738
E-mail: [email protected]
Andrew KingGroup CFOTel: +27 (0)11 994 5415
E-mail: [email protected]
Editors' notes
About Mondi:
Mondi is an international paper and packaging group, with production operations across 31 countries and revenues of €6.2 billion in 2010. The Group's key operations are located in central Europe, Russia and South Africa and as at the end of 2010, Mondi employed 29,000 people.
Mondi is fully integrated across the paper and packaging process, from the growing of wood and the manufacture of pulp and paper (including recycled paper), to the conversion of packaging papers into corrugated packaging, industrial bags and coatings.
The Group is principally involved in the manufacture of packaging paper, converted packaging products and uncoated fine paper (UFP).
Mondi has a dual listed companies structure, with a primary listing on the JSE Limited for Mondi Limited under the ticker code MND and a premium listing on the London Stock Exchange for Mondi plc, under the ticker code MNDI, as well as a secondary listing for Mondi plc on the JSE under the ticker code MNP. The Group has been recognised for its sustainability through its inclusion in the FTSE4Good UK, Europe and Global indices in 2008, 2009 and 2010 and the JSE's Socially Responsible Investment (SRI) Index in 2007, 2008, 2009 and 2010.
Notice to Shareholders
This announcement does not constitute an offer to sell nor a solicitation to buy securities as such terms are defined under the US Securities Act.
The securities referenced herein have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold or taken up, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of Mpact Shares in the United States.
The securities referenced herein have not been and will not be registered under the securities laws of Australia, Canada or Japan and may not be offered, sold, taken up or renounced, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws.
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