2nd Jul 2007 10:30
Anglo American PLC02 July 2007 News Release 2 July 2007 Anglo American plc and the Mondi Group Court approval of the reduction of capital of Mondi plc Anglo American plc ("Anglo American") and the Mondi Group ("Mondi") announce thefollowing event has now occurred in connection with the demerger of Mondi fromAnglo American (the "Demerger") and establishment of Mondi as a dual-listedcompany structure, comprising Mondi Limited ("MLTD"), a South Africanincorporated company holding Mondi's African assets, and Mondi plc ("MPLC"), aUK incorporated company holding Mondi's non-African assets. As described in the Circular and the Prospectus, the Demerger of Mondi involvesa proposed reduction of capital of MPLC (the "MPLC Reduction of Capital"). TheHigh Court of Justice of England and Wales (the "Court") approved the MPLCReduction of Capital at 10.00 a.m. today. The Court order approving the MPLCReduction of Capital is expected to be registered with the Registrar ofCompanies at approximately 4.00 p.m. today. Following the registration of theCourt order, Mondi will be held as a dual-listed company structure, comprisingMLTD and MPLC. Upon the Demerger becoming 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") at 8.00 a.m.London time (9.00 a.m. South African time) on Tuesday, 3 July 2007, holders ofAnglo American Ordinary Shares will receive both MLTD Ordinary Shares and MPLCOrdinary Shares in proportion to their holdings of Anglo American OrdinaryShares (prior to the share consolidation of Anglo American which occurred at8.00 a.m. on 2 July 2007 (the "Anglo American Share Consolidation")), on thefollowing basis: For every 100 Anglo American Ordinary Shares 25 MPLC Ordinary Shares and held prior to the Anglo American Share Consolidation 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. Upon the Demerger becoming 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