29th Jun 2007 16:30
Anglo American PLC29 June 2007 News Release 29 June 2007 Anglo American plc Demerger of Mondi Share capital information Anglo American plc ("Anglo American") and the Mondi Group ("Mondi") announce thefollowing information in relation to the share capital of Anglo American plc,Mondi Limited ("MLTD") and Mondi plc ("MPLC") in connection with the proposeddemerger of Mondi from Anglo American (the "Demerger") and establishment ofMondi as a dual-listed company structure, comprising MLTD, a South Africanincorporated company holding Mondi's African assets, and MPLC, a UK incorporatedcompany holding Mondi's non-African assets. As at 29 June 2007, the issued ordinary share capital of Anglo Americanconsisted of 1,541,657,700 ordinary shares of US$0.50 each, ("Anglo AmericanOrdinary Shares") of which 72,694,480 such shares were held as treasury shares.No change in the number of such issued Anglo American Ordinary Shares isexpected prior to the record time (12.01 a.m. on 2 July 2007 (the "Record Time")) for the Demerger and the proposed consolidation of Anglo American OrdinaryShares (the "Anglo American Share Consolidation") described in the circular toholders of Anglo American Ordinary Shares dated 1 June 2007 (the "Circular") andthe prospectus for the Mondi Group dated 1 June 2007 (the "Prospectus"). As described in the Circular and the Prospectus, following the passing of theresolutions at the Extraordinary General Meeting of Anglo American held on 25June 2007, it is expected that the dividend in specie proposed to be paid to theholders of Anglo American Ordinary Shares at the Record Time to effect thedistribution to shareholders of MPLC Ordinary Shares as the first step in theDemerger, and which is more fully described in the Circular and the Prospectus(the "Demerger Dividend"), will be paid at 12.30 a.m. on 2 July 2007. Following payment of the Demerger Dividend, and admission to the Official Listof the UKLA and to trading on the London Stock Exchange and the JSE of the newordinary shares in Anglo American which will arise from the Anglo American ShareConsolidation, which is expected to be at 8.00 a.m. (London time) on 2 July2007, the Anglo American Share Consolidation will become effective with theresult that for every 100 existing Anglo American Ordinary Shares held at theRecord Time, shareholders will receive 91 new Anglo American ordinary shares of5486/91 US cents each (the "New Anglo American Ordinary Shares"). Accordingly, following the Anglo American Share Consolidation, the issuedordinary share capital of Anglo American will consist of 1,402,908,507 New AngloAmerican Ordinary Shares of which 66,151,976 will be held as treasury shares and70,608,463, in aggregate, will be held by Tarl Investments Holdings Limited ("Tarl"), Epoch Investments Holdings Limited ("Epoch") and Epoch Two InvestmentHoldings Limited ("Epoch 2"), subject to the agreements in relation to suchshares referred to below. In addition, the employee benefit trust will hold12,840,276 New Anglo American Ordinary Shares. Calculations of earnings pershare for Anglo American exclude the shares held by Anglo American, Tarl, Epochand Epoch 2, as well as the employee benefit trust. As described in the Circular and the Prospectus, the Demerger of Mondi involvesa proposed reduction of capital of MPLC, which is intended to be effectedfollowing payment of the Demerger Dividend (the "MPLC Reduction of Capital").The Court hearing to confirm the MPLC Reduction of Capital will take place at10.00 a.m. on 2 July 2007. On the assumption that the Demerger Dividend is paid, the MPLC Reduction ofCapital becomes effective, and accordingly the Demerger is implemented, on thebasis of the number of Anglo American Ordinary Shares which will be in issue atthe Record Time as set out above, the authorised and issued share capital ofMPLC immediately following the Demerger (including the proposed consolidationsand subdivisions of the share capital of MPLC to be effected in connection withthe Demerger, and the implementation of the dual-listed company structure, asdescribed in the Circular and the Prospectus) will be as follows: Authorised Issued (number) Amount (number) Amount MPLC Ordinary Shares of €0.20 each 3,177,608,605 €635,521,721.00 367,240,805 €73,448,161.00 MPLC Preference Shares of £1 each 50,000 £50,000 50,000 £50,000 MPLC Special Converting Shares of €0.20 each 250,000,000 €50,000,000 146,896,322 €29,379,264.40 UK DAN Share 1 €1 1 €1 UK DAS Share 1 €1 1 €1 MPLC Special Voting Share 1 €1 1 €1 MPLC Special Rights Share 1 €1 1 €1 and the authorised and issued share capital of MLTD immediately following theDemerger will be as follows: Authorised Issued (number) Amount (number) Amount MLTD Ordinary Shares of R0.20 each 250,000,000 R50,000,000 146,896,322 R29,379,264.40 SA DAS Share 1 R1 1 R1 SA DAN Share 1 R1 1 R1 MLTD Special Converting Shares of R0.20 each 650,000,000 R130,000,000 367,240,805 R73,448,161.00 MLTD Special Rights Share at R1.00 1 R1 1 R1 Upon the Demerger becoming effective, by virtue of their holdings of AngloAmerican Ordinary Shares at the Record Time, Tarl and Epoch will hold inaggregate 19,267,429 MPLC Ordinary Shares and 7,706,971 MLTD Ordinary Shares,representing approximately 5.25 per cent of each of the issued ordinary sharecapital of MPLC and MLTD. As referred to in the Prospectus, pursuant toagreements entered into between Tarl, Epoch and Tenon Investment Holdings (Pty)Limited, ("Tenon"), a wholly owned subsidiary of Anglo American South AfricaLimited, Tenon has the right to nominate a third party to take a transfer ofsuch shares and the intention is that Tenon will exercise such rights inconnection with Tenon's intended sale of such shares. Following publication ofthe Circular and the Prospectus, Tenon entered into a similar agreement withEpoch 2 and the intention is that Tenon will also exercise equivalent transferrights in connection with Tenon's intended sale of MPLC Ordinary Shares or MLTDOrdinary Shares which will be held by Epoch 2. Anglo American wishes to clarifythat it is not expected that any such sales of MPLC Ordinary Shares or MLTDOrdinary Shares referred to above will take place in the shorter term. Anannouncement will be made when such sales have been completed. The timing andmanner of all such sales, which may be effected in one or more separatetransactions, will be determined by Tenon with regard to a number of factors,including market conditions. 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 2007 andare expected to continue until admission of the MPLC Ordinary Shares to theOfficial List of the UKLA and to trading on the London Stock Exchange and theadmission of the MPLC Ordinary Shares and the MLTD Ordinary Shares to the JSE(together "Admission") which is expected to take place on Tuesday, 3 July 2007.If the Court approves the MPLC Reduction of Capital on Monday 2 July, all MPLCand MLTD conditional trades executed on Monday, 2 July 2007 will be settled on anormal basis. If the MPLC Reduction of Capital and Admission does not occur by8.00 a.m. (9.00 a.m. South African time) on Tuesday, 3 July 2007, allconditional 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 2007, but the MPLC Reduction ofCapital subsequently becomes effective, MPLC Ordinary Shares and MLTD OrdinaryShares will be admitted to trading and commence dealing on the day following theMPLC Reduction of Capital becoming effective. In the event that the MPLCReduction of Capital and Admission does not become effective by 8.01 a.m. (9.01a.m. South African time) on Friday, 6 July 2007, Anglo American will acquire allthe MPLC Ordinary Shares and allot on Monday, 9 July 2007 New Anglo AmericanOrdinary Shares to the MPLC Ordinary Shareholders as compensation 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 tradeMondi MLTD 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 (0)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 Further information in relation to the holdings of ordinary shares in AngloAmerican of Tarl and Epoch, and the arrangements pursuant to which such shareswere acquired and are held, is contained in Note 28 of the Notes to thepublished financial statements of Anglo American for the year ended 31 December2006. 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. 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 and the Mondi Group and no one else in connection with theproposed Demerger and Admission and will not be responsible to anyone else forproviding 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