| Fri 29 Jun 2007, 17:30 | | AGL - Anglo American plc - Demerger of Mondi Share |
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AGL
ANAAL
AGL - Anglo American plc - Demerger of Mondi Share capital information
Anglo American plc
Incorporated in the United Kingdom
(Registration number: 3564138)
Short name: Anglo
Share code: AGL
ISIN number: GB0004901517
Demerger of Mondi
Share capital information
Anglo American plc ("Anglo American") and the Mondi Group ("Mondi") announce the
following information in relation to the share capital of Anglo American plc,
Mondi Limited ("MLTD") and Mondi plc ("MPLC") in connection with the proposed
demerger of Mondi from Anglo American (the "Demerger") and establishment of
Mondi as a dual-listed company structure, comprising MLTD, a South African
incorporated company holding Mondi`s African assets, and MPLC, a UK incorporated
company holding Mondi`s non-African assets.
As at 29 June 2007, the issued ordinary share capital of Anglo American
consisted of 1,541,657,700 ordinary shares of US$0.50 each, ("Anglo American
Ordinary 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 is
expected 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
Ordinary Shares (the "Anglo American Share Consolidation") described in the
circular to holders of Anglo American Ordinary Shares dated 1 June 2007 (the
"Circular") and the prospectus for the Mondi Group dated 1 June 2007 (the
"Prospectus").
As described in the Circular and the Prospectus, following the passing of the
resolutions at the Extraordinary General Meeting of Anglo American held on 25
June 2007, it is expected that the dividend in specie proposed to be paid to the
holders of Anglo American Ordinary Shares at the Record Time to effect the
distribution to shareholders of MPLC Ordinary Shares as the first step in the
Demerger, 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 List
of the UKLA and to trading on the London Stock Exchange and the JSE of the new
ordinary shares in Anglo American which will arise from the Anglo American Share
Consolidation, which is expected to be at 8.00 a.m. (London time) on 2 July
2007, the Anglo American Share Consolidation will become effective with the
result that for every 100 existing Anglo American Ordinary Shares held at the
Record Time, shareholders will receive 91 new Anglo American ordinary shares of
5486/91 US cents each (the "New Anglo American Ordinary Shares").
Accordingly, following the Anglo American Share Consolidation, the issued
ordinary share capital of Anglo American will consist of 1,402,908,507 New Anglo
American Ordinary Shares of which 66,151,976 will be held as treasury shares and
70,608,463, in aggregate, will be held by Tarl Investments Holdings Limited
("Tarl"), Epoch Investments Holdings Limited ("Epoch") and Epoch Two Investment
Holdings Limited ("Epoch 2"), subject to the agreements in relation to such
shares referred to below. In addition, the employee benefit trust will hold
12,840,276 New Anglo American Ordinary Shares. Calculations of earnings per
share for Anglo American exclude the shares held by Anglo American, Tarl, Epoch
and Epoch 2, as well as the employee benefit trust.
As described in the Circular and the Prospectus, the Demerger of Mondi involves
a proposed reduction of capital of MPLC, which is intended to be effected
following payment of the Demerger Dividend (the "MPLC Reduction of Capital").
The Court hearing to confirm the MPLC Reduction of Capital will take place at
10.00 a.m. on 2 July 2007.
On the assumption that the Demerger Dividend is paid, the MPLC Reduction of
Capital becomes effective, and accordingly the Demerger is implemented, on the
basis of the number of Anglo American Ordinary Shares which will be in issue at
the Record Time as set out above, the authorised and issued share capital of
MPLC immediately following the Demerger (including the proposed consolidations
and subdivisions of the share capital of MPLC to be effected in connection with
the Demerger, and the implementation of the dual-listed company structure, as
described in the Circular and the Prospectus) will be as follows:
Authorised Issued
(number) Amount (number) Amount
MPLC 3,177,608,605 Euro635,521,721.00 367,240,805 Euro73,448,161.00
Ordinary
Shares of
Euro0.20
each
MPLC 50,000 GBP50,000 50,000 GBP50,000
Preference
Shares of
GBP1 each
MPLC Special 250,000,000 Euro50,000,000 Euro29,379,26440
Converting
Shares of
Euro0.20
each
UK DAN Share 1 Euro1 Euro1
UK DAS Share 1 Euro1 Euro1
MPLC Special 1 Euro1 Euro1
Voting Share
MPLC Special 1 Euro1 1 Euro1
Rights Share
and the authorised and issued share capital of MLTD immediately following the
Demerger will be as follows:
Authorised Issued
(number) Amount (number) Amount
MLTD Ordinary Shares of 250,000,000 R50,000,000 146,896,322 R29,379,264.40
R0.20 each
SA DAS Share 1 R1 1 R1
SA DAN Share 1 R1 1 R1
MLTD Special Converting 650,000,000 R130,000,000 367,240,805 R73,448,161.00
Shares of R0.20 each
MLTD Special Rights 1 R1 1 R1
Share at R1.00
Upon the Demerger becoming effective, by virtue of their holdings of Anglo
American Ordinary Shares at the Record Time, Tarl and Epoch will hold in
aggregate 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 share
capital of MPLC and MLTD. As referred to in the Prospectus, pursuant to
agreements entered into between Tarl, Epoch and Tenon Investment Holdings (Pty)
Limited, ("Tenon"), a wholly owned subsidiary of Anglo American South Africa
Limited, Tenon has the right to nominate a third party to take a transfer of
such shares and the intention is that Tenon will exercise such rights in
connection with Tenon`s intended sale of such shares. Following publication of
the Circular and the Prospectus, Tenon entered into a similar agreement with
Epoch 2 and the intention is that Tenon will also exercise equivalent transfer
rights in connection with Tenon`s intended sale of MPLC Ordinary Shares or MLTD
Ordinary Shares which will be held by Epoch 2. Anglo American wishes to clarify
that it is not expected that any such sales of MPLC Ordinary Shares or MLTD
Ordinary Shares referred to above will take place in the shorter term. An
announcement will be made when such sales have been completed. The timing and
manner of all such sales, which may be effected in one or more separate
transactions, 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 will
commence at 8.00 a.m. (9.00 a.m. South African time) on Monday, 2 July 2007 and
are expected to continue until admission of the MPLC Ordinary Shares to the
Official List of the UKLA and to trading on the London Stock Exchange and the
admission 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 MPLC
and MLTD conditional trades executed on Monday, 2 July 2007 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 2007, 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 compensation 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
Mondi 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.
Assuming the Demerger becomes effective, settlement in respect of the New Anglo
American Ordinary Shares and the MPLC Ordinary Shares and MLTD Ordinary Shares
to which shareholders will become entitled is expected to be effected on the
basis described in the Circular and the Prospectus.
Anglo American (0)20 7968 8888
Charles Gordon
Mondi 1932 826300
Paul Hollingworth
Mervyn Walker
Goldman Sachs International +44 (0)20 7774 1000
Simon Dingemans
Dominic Lee
UBS 0)20 7567 8000
James Hartop
Nimesh Patel
Financial Dynamics
Richard Mountain 4 (0)20 7269 7121
Louise Brugman 11 214 2415 / +27 83 504 1186
Notes
Further information in relation to the holdings of ordinary shares in Anglo
American of Tarl and Epoch, and the arrangements pursuant to which such shares
were acquired and are held, is contained in Note 28 of the Notes to the
published financial statements of Anglo American for the year ended 31 December
2006.
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.
Terms used in this press release but not defined herein have the meaning given
to them in the Circular.
The information in this announcement should be read in conjunction with the full
text of the Prospectus and 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 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.
29 June 2007
Sponsor: J.P.Morgan Equities Limited
Date: 29/06/2007 17:30:01 Produced by the JSE SENS Department.
