| Mon 2 Jul 2007, 8:00 | | AGL - Anglo American plc and the Mondi Group Payme |
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AGL
ANAAL
AGL - Anglo American plc and the Mondi Group Payment of Demerger Dividend by
Anglo American plc and allotment of ordinary shares by Mondi plc and
share consolidation of Anglo American plc
Anglo American plc
Incorporated in the United Kingdom
(Registration number: 3564138)
Short name: Anglo
Share code: AGL
ISIN number: GB0004901517
Anglo American plc and the Mondi Group
Payment of Demerger Dividend by Anglo American plc and allotment of ordinary
shares by Mondi plc and share consolidation of Anglo American plc
Anglo American plc ("Anglo American") and the Mondi Group ("Mondi") announce
that the following events have now occurred in connection with the demerger of
Mondi from Anglo American (the "Demerger") and establishment of Mondi 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:
- at 12.30 a.m. on 2 July 2007 Anglo American paid a dividend in specie (the
"Demerger Dividend") which resulted in the Mondi business being transferred to
MPLC and MPLC allotting and issuing ordinary shares ("MPLC Ordinary Shares") to
holders of existing Anglo American ordinary shares of US$0.50 each ("Anglo
American Ordinary Shares") at the record time (12.01 a.m. on 2 July 2007 (the
"Record Time")) for the Demerger on a pro rata basis of one MPLC Ordinary Share
for every Anglo American Ordinary Share held.
It is expected that at 8.00 a.m. London time (9.00 a.m. South African time) the
following will occur:
- 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") 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 arising from 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").
- conditional dealings in MPLC Ordinary Shares on the London Stock Exchange and
the JSE will commence and conditional
dealings in ordinary shares in MLTD ("MLTD Ordinary Shares") on the JSE will
commence.
As described in the Circular and the Prospectus, the Demerger of Mondi involves
a proposed reduction of capital of MPLC (the "MPLC Reduction of Capital"). The
Court hearing to confirm the MPLC Reduction of Capital will take place at 10.00
a.m. today. If the Court approves the MPLC Reduction of Capital, the Court order
approving the MPLC Reduction of Capital is expected to be registered with the
Registrar of Companies at approximately 4.00 p.m. today. Following the
registration of the Court order, Mondi will be held as a dual-listed company
structure, comprising MLTD and MPLC.
If the Demerger becomes effective and the listing of and commencement of
dealings in MPLC Ordinary Shares on the London Stock Exchange and MPLC Ordinary
Shares and MLTD Ordinary Shares on the JSE (together, "Admission") occurs as
planned at 8.00 a.m. London time (9.00 a.m. South African time) on 3 July 2007,
holders of Anglo American Ordinary Shares will receive both MLTD Ordinary Shares
and MPLC Ordinary Shares in proportion to their holdings of Anglo American
Ordinary Shares, on the following basis:
For every 100 Anglo 25 MPLC Ordinary Shares and
American Ordinary Shares 10 MLTD Ordinary Shares or MLTD
held depository interests
The JSE record time for holders of Existing Anglo American Ordinary Shares held
in uncertificated form via the Strate system will be 5.00 p.m. (South African
time) on 6 July 2007.
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.
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 +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
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 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 exclusively
for Anglo American plc and Mondi 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.
02 July 2007
Sponsor: J.P.Morgan Equities Limited
Date: 02/07/2007 08:00:04 Produced by the JSE SENS Department.
