| Tue 26 Jun 2007, 8:15 | | AGL - Anglo American plc - Shareholder approval fo |
|
AGL
ANAAL
AGL - Anglo American plc - Shareholder approval for demerger of the Mondi Group
Anglo American plc
Incorporated in the United Kingdom
(Registration number: 3564138)
Short name: Anglo
Share code: AGL
ISIN number: GB0004901517
Shareholder approval for demerger of the Mondi Group
Anglo American plc ("Anglo American") announces that at an Extraordinary General
Meeting of holders of its existing ordinary shares ("Existing Anglo American
Ordinary Shares") held yesterday to approve the demerger and public listing of
its paper and packaging subsidiary, Mondi Group ("Mondi") (the "Demerger") and a
share consolidation of Existing Anglo American Ordinary Shares, all of the
proposed resolutions were duly passed by the requisite majorities.
Following the receipt of shareholder approval, if the reduction of capital of
Mondi plc (the "MPLC Reduction of Capital") is approved by the High Court of
Justice of England and Wales (the "Court") on 2 July 2007, Mondi will be
demerged as a dual-listed company structure, comprising Mondi Limited ("MLTD"),
a South African incorporated company holding Mondi`s African assets, and Mondi
plc ("MPLC"), a UK incorporated company holding Mondi`s non-African assets. If
the Demerger becomes effective, holders of ordinary shares in Anglo American
will receive both ordinary shares in MLTD ("MLTD Ordinary Shares") and ordinary
shares in MPLC ("MPLC Ordinary Shares") in proportion to their holdings of
Existing Anglo American Ordinary Shares.
Immediately following the Demerger, there will be a consolidation of Existing
Anglo American Ordinary Shares (the "Anglo American Share Consolidation").
Following the Demerger and Anglo American Share Consolidation, for every 100
Existing 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 Votes Abstentions
cast favour (as a against (as a
percentage of (as a percentage
the votes percentage of the
cast) of the votes cast)
votes
cast)
1. To amend clauses in 951,140,246 949,892,477 21,034 1,226,735
the Articles of (99.87%) (0.00%) (0.13%)
Association to allow a
dividend in specie,
closure of the branch
register and suspension
of transfers between the
principal register and
branch register
2. To approve the 951,139,178 949,867,298 37,331 1,234,549
Demerger (including (99.87%) (0.00%) (0.13%)
authorising the payment
of a dividend in specie;
approving the Demerger
Agreement, the Indemnity
Agreement and the Tax
Agreement and generally
authorising the
directors of Anglo
American in connection
with the Demerger)
3. To approve the Anglo 951,140,246 949,887,725 36,508 1,216,013
American Share (99.87%) (0.00%) (0.13%)
Consolidation
4. To approve the MPLC 951,140,246 949,881,756 38,122 1,220,368
Reduction of Capital (99.87%) (0.00%) (0.13%)
5. To approve the 951,140,246 949,885,139 38,108 1,216,999
consolidation of MPLC`s (99.87%) (0.00%) (0.13%)
share capital (the "MPLC
Share Consolidation")
6. To authorise Anglo 951,140,246 936,447,331 14,531,996 160,919
American to make market (98.46%) (1.53%) (0.02%)
purchases of its shares
Copies of the resolutions passed at the Anglo American Extraordinary General
Meeting have been submitted to the UKLA and will shortly be available for
inspection by the public during normal business hours any weekday (public
holidays 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 Shares
cum entitlement to the Demerger Dividend
12.01 a.m. on 2 July 2007 - Record Time for entitlement to the Demerger Dividend
and 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 and
commencement of dealings in the New Anglo American Ordinary Shares on the LSE
and JSE (ex entitlement to the Demerger Dividend)
8.00 a.m. (9.00 a.m. South African time) on 2 July 2007- Commencement of
conditional dealings in MPLC Ordinary Shares on the LSE and of MPLC Ordinary
Shares 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 and
commencement of dealings in MPLC Ordinary Shares on the LSE and MPLC Ordinary
Shares 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 of
Existing Anglo American Ordinary Shares held in uncertificated form via the
Strate system.
Conditional dealings in MPLC Ordinary Shares and MLTD Ordinary Shares will
commence at 8.00 a.m. (9.00 a.m. South African time) on Monday, 2 July 2007
until Admission. If the Court approves the MPLC Reduction of Capital on Monday
2 July, all MPLC and MLTD conditional trades executed on Monday 2 July will be
settled on a normal basis. If the MPLC Reduction of Capital and Admission does
not 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. South
African time) on Tuesday, 3 July 2007, it cannot be confirmed that the MPLC
Reduction 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 on
Monday, 2 July 2007 will be of no effect and will be unwound. In the event that
Admission does not occur on Tuesday, 3 July, but the MPLC Reduction of Capital
subsequently becomes effective, MPLC Ordinary Shares and MLTD Ordinary Shares
will be admitted to trading and commence dealing on the day following the MPLC
Reduction of Capital becoming effective. In the event that the MPLC Reduction of
Capital and Admission 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 Shares and allot on Monday, 9 July 2007 New Anglo American Ordinary
Shares to the MPLC Ordinary Shareholders as consideration.
Shareholders are therefore advised that if the Court does not approve the MPLC
Reduction of Capital, it is possible that Shareholders would be unable to trade
MLTD Ordinary Shares and MPLC Ordinary Shares (or any New Anglo American
Ordinary Shares issued by Anglo American to acquire MPLC Ordinary Shares
pursuant to the arrangements set out above) for up to four days.
Anglo American +44 20 7968 8888
Charles Gordon
Mondi +44 1932 826300
Paul Hollingworth
Mervyn Walker
Goldman Sachs International +44 (0)20 7774 1000
Simon Dingemans
Dominic Lee
UBS +44 (0)20 7567 8000
James Hartop
Nimesh Patel
Financial Dynamics
Richard Mountain +44 (0)20 7269 7121
Louise Brugman +27 11 214 2415 / +27 83 504 1186
Notes to the Editors
1. Upon the Demerger becoming effective, the Mondi Group will be held by way of
a dual listed company structure comprising MLTD and MPLC.
2. The JSE has granted a primary listing to MLTD by way of an introduction of
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 secondary
listing by way of introduction of the entire issued ordinary share capital of
MPLC 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 admitted
to the Official List and to trading on the London Stock Exchange. MPLC will be
included in the "Forestry and Paper" sector of the London Stock Exchange.
3. The Demerger remains conditional upon the approval of the MPLC Reduction of
Capital by the Court at the hearing at 10.00 a.m. on Monday, 2 July 2007. (As
mentioned in the Circular, another of the conditions is the giving of clearances
by HM Revenue and Customs. At the time of printing the Circular, the clearances
already given on the basis of advanced proposals for the Demerger were in the
process of being refreshed to reflect minor changes to the proposals. Updated
clearances have now been obtained.)
The information in this announcement should be read in conjunction with the full
text of the Prospectus and Circular. Terms used in this press release but not
defined herein have the meaning given to them in the circular to Shareholders
published on 1 June 2007 (the "Circular").
This press release has been issued by and is the sole responsibility of Anglo
American.
Goldman Sachs International which is regulated in the United Kingdom by the FSA,
UBS Limited and UBS South Africa (Proprietary) Limited are acting exclusively
for Anglo American plc and the Mondi Group and no one else in connection with
the proposed Demerger and Admission and will not be responsible to anyone else
for providing the protections afforded to respective customers of Goldman Sachs
International, UBS Limited and UBS South Africa (Proprietary) Limited or for
providing advice in relation to the proposed Demerger and Admission or the
contents of this announcement.
This press release does not comprise listing particulars or a prospectus
relating to Anglo American, MLTD or MPLC and does not constitute an offer or
invitation to purchase or subscribe for any securities of Anglo American, MLTD
or MPLC and should not be relied on in connection with a decision to purchase or
subscribe for any such securities. This press release does not constitute a
recommendation 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. The
value of shares can go down as well as up. Past performance is not a guide to
future performance. Shareholders should consult a professional adviser as to the
suitability of the Demerger for the individual concerned.
None of the MPLC Ordinary Shares, the MLTD Ordinary Shares or the New Anglo
American Ordinary Shares will be, or is required to be, registered under the US
Securities Act of 1933, as amended. None of the MPLC Ordinary Shares, the MLTD
Ordinary Shares or the New Anglo American Ordinary Shares referred to in this
announcement have been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or any other US
regulatory authority, nor have such authorities passed upon or determined the
adequacy or accuracy of this document. Any representation to the contrary is a
criminal 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 of
risks and uncertainties that could cause actual events or results to differ
materially from any expected future events or results referred to in these
forward looking statements.
The distribution of this document in jurisdictions other than the United Kingdom
or the Republic of South Africa may be restricted by law and therefore persons
into whose possession this document comes should inform themselves about and
observe such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT
SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW.
Shareholders receiving MLTD Ordinary Shares and/or MPLC Ordinary Shares do so on
the basis that they expressly acknowledge, agree and represent to Mondi that
they receive those Mondi Ordinary Shares for their own account and not with the
intention to resell or distribute those shares within Australia within 12 months
from the date of their issue, unless the sale is pursuant to an offer that does
not need disclosure in accordance with the requirements of section 708 or 708A
of the Australian Corporations Act 2001 (Cth).
This document and its distribution and the offering and receiving of the MLTD
Ordinary Shares and/or MPLC Ordinary Shares do not constitute an offering of
securities to the public in the Republic of Italy.
26 June 2007
Sponsor: J.P.Morgan Equities Limited
Date: 26/06/2007 08:15:01 Produced by the JSE SENS Department.
