26th Jun 2007 07:01
Anglo American PLC26 June 2007 News Release 26 June 2007 Anglo American plc Shareholder approval for demerger of the Mondi Group Anglo American plc ("Anglo American") announces that at an Extraordinary GeneralMeeting of holders of its existing ordinary shares ("Existing Anglo AmericanOrdinary Shares") held yesterday to approve the demerger and public listing ofits paper and packaging subsidiary, Mondi Group ("Mondi") (the "Demerger") and ashare consolidation of Existing Anglo American Ordinary Shares, all of theproposed resolutions were duly passed by the requisite majorities. Following the receipt of shareholder approval, if the reduction of capital ofMondi plc (the "MPLC Reduction of Capital") is approved by the High Court ofJustice of England and Wales (the "Court") on 2 July 2007, Mondi will bedemerged as a dual-listed company structure, comprising Mondi Limited ("MLTD"),a South African incorporated company holding Mondi's African assets, and Mondiplc ("MPLC"), a UK incorporated company holding Mondi's non-African assets. Ifthe Demerger becomes effective, holders of ordinary shares in Anglo Americanwill receive both ordinary shares in MLTD ("MLTD Ordinary Shares") and ordinaryshares in MPLC ("MPLC Ordinary Shares") in proportion to their holdings ofExisting Anglo American Ordinary Shares. Immediately following the Demerger, there will be a consolidation of ExistingAnglo American Ordinary Shares (the "Anglo American Share Consolidation"). Following the Demerger and Anglo American Share Consolidation, for every 100Existing Anglo American Ordinary Shares held, Shareholders will receive: • 25 MPLC Ordinary Shares; • 10 MLTD Ordinary Shares or MLTD depository interests; and • 91 New Anglo American Ordinary Shares. For information, the results of the voting were as follows: Resolution Total votes Votes in favour (as Votes against (as a Abstentions (as a cast a percentage of the percentage of the percentage of the votes cast) votes cast) votes cast)1. To amend clauses in 951,140,246 949,892,477 (99.87%) 21,034 (0.00%) 1,226,735 (0.13%)the Articles ofAssociation to allow adividend in specie,closure of the branchregister and suspensionof transfers between theprincipal register andbranch register 2. To approve the 951,139,178 949,867,298 37,331 (0.00%) 1,234,549 (0.13%)Demerger (including (99.87%)authorising the paymentof a dividend in specie;approving the DemergerAgreement, the IndemnityAgreement and the TaxAgreement and generallyauthorising the directorsof Anglo American inconnection with theDemerger) 3. To approve the Anglo 951,140,246 949,887,725 (99.87%) 36,508 (0.00%) 1,216,013 (0.13%)American ShareConsolidation 4. To approve the MPLC 951,140,246 949,881,756 (99.87%) 38,122 (0.00%) 1,220,368 (0.13%)Reduction of Capital 5. To approve the 951,140,246 949,885,139 (99.87%) 38,108 (0.00%) 1,216,999 (0.13%)consolidation of MPLC'sshare capital (the "MPLCShare Consolidation") 6. To authorise Anglo 951,140,246 936,447,331 (98.46%) 14,531,996 (1.53%) 160,919American to make marketpurchases of its shares (0.02%) Copies of the resolutions passed at the Anglo American Extraordinary GeneralMeeting have been submitted to the UKLA and will shortly be available forinspection by the public during normal business hours any weekday (publicholidays excepted) at the UKLA's Viewing Facility, which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS The expected timetable to achieve the Demerger is as below: 29 June 2007 - Last day of dealings in Existing Anglo American Ordinary Sharescum entitlement to the Demerger Dividend 12.01 a.m. on 2 July 2007 - Record Time for entitlement to the Demerger Dividendand Anglo American Share Consolidation 12.30 a.m. on 2 July 2007- Effective time and date of Demerger Dividend 8.00 a.m. (9.00 a.m. South African time) on 2 July 2007 - Listing of andcommencement of dealings in the New Anglo American Ordinary Shares on the LSEand JSE (ex entitlement to the Demerger Dividend) 8.00 a.m. (9.00 a.m. South African time) on 2 July 2007- Commencement ofconditional dealings in MPLC Ordinary Shares on the LSE and of MPLC OrdinaryShares and MLTD Ordinary Shares on the JSE 10.00 a.m. on 2 July 2007 - Court hearing to confirm MPLC Reduction of Capital 4.00 p.m. on 2 July 2007 - Effective time and date of MPLC Share Consolidation 8.00 a.m. (9.00 a.m. South African time) on 3 July 2007 - Listing of andcommencement of dealings in MPLC Ordinary Shares on the LSE and MPLC OrdinaryShares and MLTD Ordinary Shares on the JSE (together, "Admission") 5.00 p.m. (South African time) on 6 July 2007 - JSE Record Time for holders ofExisting Anglo American Ordinary Shares held in uncertificated form via theStrate system. Conditional dealings in MPLC Ordinary Shares and MLTD Ordinary Shares willcommence at 8.00 a.m. (9.00 a.m. South African time) on Monday, 2 July 2007until Admission. If the Court approves the MPLC Reduction of Capital on Monday2 July, all MPLC and MLTD conditional trades executed on Monday 2 July will besettled on a normal basis. If the MPLC Reduction of Capital and Admission doesnot occur by 8.00 a.m. (9.00 a.m. South African time) on Tuesday, 3 July 2007,all conditional dealings will be suspended. If, at 4.00 p.m. (5.00 p.m. SouthAfrican time) on Tuesday, 3 July 2007, it cannot be confirmed that the MPLCReduction of Capital and Admission will become effective by 8.01 a.m. (9.01 a.m.South African time) on Wednesday, 4 July 2007, all conditional dealings onMonday, 2 July 2007 will be of no effect and will be unwound. In the event thatAdmission does not occur on Tuesday, 3 July, but the MPLC Reduction of Capitalsubsequently becomes effective, MPLC Ordinary Shares and MLTD Ordinary Shareswill be admitted to trading and commence dealing on the day following the MPLCReduction of Capital becoming effective. In the event that the MPLC Reduction ofCapital and Admission does not become effective by 8.01 a.m. (9.01 a.m. SouthAfrican time) on Friday, 6 July 2007, Anglo American will acquire all the MPLCOrdinary Shares and allot on Monday, 9 July 2007 New Anglo American OrdinaryShares to the MPLC Ordinary 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. 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 / +23 83 504 1186 Notes to the Editors 1. Upon the Demerger becoming effective, the Mondi Group will be held byway of a dual listed company structure comprising MLTD and MPLC. 2. The JSE has granted a primary listing to MLTD by way of an introductionof the entire issued ordinary share capital of MLTD, in the "Basic Resources -Forestry and Paper" sector of the JSE List. The JSE has also granted a secondarylisting by way of introduction of the entire issued ordinary share capital ofMPLC in the "Basic Resources - Forestry and Paper" sector of the JSE List.Application has been made to the FSA for the MPLC Ordinary Shares to be admittedto the Official List and to trading on the London Stock Exchange. MPLC will beincluded in the "Forestry and Paper" sector of the London Stock Exchange. 3. The Demerger remains conditional upon the approval of the MPLCReduction of Capital by the Court at the hearing at 10.00 a.m. on Monday, 2 July2007. (As mentioned in the Circular, another of the conditions is the giving ofclearances by HM Revenue and Customs. At the time of printing the Circular, theclearances already given on the basis of advanced proposals for the Demergerwere in the process of being refreshed to reflect minor changes to theproposals. Updated clearances have now been obtained.) The information in this announcement should be read in conjunction with the fulltext of the Prospectus and Circular. Terms used in this press release but notdefined herein have the meaning given to them in the circular to Shareholderspublished on 1 June 2007 (the "Circular"). This press release has been issued by and is the sole responsibility of AngloAmerican. 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 the Mondi Group and no one else in connection withthe proposed Demerger and Admission and will not be responsible to anyone elsefor providing the protections afforded to respective customers of Goldman SachsInternational, UBS Limited and UBS South Africa (Proprietary) Limited or forproviding advice in relation to the proposed Demerger and Admission or thecontents of this announcement. 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