| Thu 30 Jun 2011, 14:51 | | MND/MNDI - Mondi - Company announcement |
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MND MNP
MND MNP
MND/MNDI - Mondi - Company announcement
Mondi Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1967/013038/06)
JSE share code: MND ISIN: ZAE000097051
Mondi plc
(Incorporated in England and Wales)
(Registration number: 6209386)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI
THIS DOCUMENT IS NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
30 June 2011
As part of the dual listed companies structure, Mondi Limited and Mondi plc
(together "Mondi Group") notify both the JSE Limited ("JSE") and the London
Stock Exchange ("LSE") of matters required to be disclosed under the Listings
Requirements of the JSE and/or the Disclosure and Transparency and Listing Rules
of the United Kingdom Listing Authority.
Results of the Mondi Limited and Mondi plc general meetings and finalisation
date announcement relating to the demerger of Mpact Limited by Mondi Limited to
the ordinary shareholders of Mondi Limited
1. Introduction
Shareholders of Mondi Group are referred to the announcement released on
Tuesday, 31 May 2011 and the circulars to Shareholders of Mondi Limited and
Mondi plc dated Tuesday, 31 May 2011 (the "Circulars") regarding:
- The proposed demerger of Mpact Limited ("Mpact") (formerly Mondi Packaging
South Africa Limited) by Mondi Limited to the ordinary shareholders of Mondi
Limited ("Mondi Limited Shareholders"), (the "Demerger");
- The proposed conversion of Mondi Limited Ordinary Shares and Mondi Limited
Special Converting Shares with a par value of R0.20 per share to shares of no
par value (the "Mondi Limited Conversion"); and
- The proposed consolidation of the Mondi Limited Ordinary Shares (the "Mondi
Limited Consolidation").
At the Mondi Limited General Meeting held on Thursday, 30 June 2011 at 12.00
p.m. (South Africa), and the Mondi plc General Meeting held on Thursday, 30 June
2011 at 11.00 a.m. (United Kingdom) (the "Meetings"), all of the resolutions
proposed at the Meetings (the "Resolutions"), details of which are contained
below, were approved by the requisite majority of votes. If required, notice of
amendments to Mondi Limited`s Memorandum of Incorporation will be filed with the
South African Companies and Intellectual Property Commission in due course. With
the exception of Resolution 3 of the Mondi Limited General Meeting, the
Resolutions were treated as Class Rights Actions (as defined in Mondi Limited`s
Memorandum of Incorporation and Mondi plc`s Articles of Association) for the
purposes of the dual listed companies structure, as explained in the notes to
the respective notices of General Meeting, and accordingly were passed by
independent votes in favour by the Shareholders of Mondi Limited and Mondi plc,
respectively.
Mondi Limited General Meeting voting result
Resolution Votes for % Votes against %
1 To approve the Demerger and
authorise payment of Mpact ordinary
shares as a dividend in specie to
Mondi Limited Shareholders 116,001,714 99.86 162,644 0.14
2 To amend the Mondi Limited 116,001,714 99.86 162,644 0.14
Articles of Association to provide
for the Mondi Limited Consolidation*
3 To approve the Mondi Limited 116,001,504 99.86 162,644 0.14
Conversion by the Mondi Limited
Ordinary Shareholders*
4 To approve the Mondi Limited 116,001,521 99.86 162,644 0.14
Conversion by all Mondi Limited
Shareholders*
5 To approve the Mondi Limited 116,001,697 99.86 162,644 0.14
Consolidation*
6 To approve the sub-division and 116,001,714 99.86 162,644 0.14
consolidation of the Mondi plc
Special Converting Shares
7 To authorise Mondi Group directors 116,164,351 100 7 0.00
to do all things on behalf of Mondi
Limited or Mondi plc that may be
required in order to give effect to
and implement the Resolutions
Resolution Votes withheld Votes total
1 To approve the Demerger and authorise payment 1,743 116,164,358
of Mpact ordinary shares as a dividend in specie
to Mondi Limited Shareholders
2 To amend the Mondi Limited Articles of 1,743 116,164,358
Association to provide for the Mondi Limited
Consolidation*
3 To approve the Mondi Limited Conversion by the 1,953 116,164,148
Mondi Limited Ordinary Shareholders*
4 To approve the Mondi Limited Conversion by all 1,936 116,164,165
Mondi Limited Shareholders*
5 To approve the Mondi Limited Consolidation* 1,760 116,164,341
6 To approve the sub-division and consolidation 1,743 116,164,358
of the Mondi plc Special Converting Shares 1,743 116,164,358
7 To authorise Mondi Group directors to do all
things on behalf of Mondi Limited or Mondi plc
that may be required in order to give effect to
and implement the Resolutions
* = Special resolutions
75% of votes in favour are required pursuant to the South African Companies Act
and the JSE Listings Requirements
Mondi plc General Meeting voting result
Resolution Votes for % Votes against %
1 To approve the Demerger and
authorise payment 262,311,609 100 2,486 0
of Mpact ordinary shares as a
dividend in specie
to Mondi Limited Shareholders
2 To amend the Mondi Limited 264,065,332 100 2,486 0
Articles of Association to provide
for the Mondi Limited Consolidation
3 To approve the Mondi Limited 264,064,551 100 3,058 0
Conversion
4 To approve the Mondi Limited 264,065,334 100 2,486 0
Consolidation
5 To approve the sub-division and 264,064,973 100 2,636 0
consolidation of the Mondi plc
Special Converting Shares
6 To authorise Mondi Group directors 263,897,871 99.94 169,738 0.06
to do all things on behalf of Mondi
Limited or Mondi plc that may be
required in order to give effect
to and implement the Resolutions
Resolution Votes withheld Votes total
1 To approve the Demerger and authorise payment 2,266,498 264,580,593
of Mpact ordinary shares as a dividend in specie
to Mondi Limited Shareholders
2 To amend the Mondi Limited Articles of 512,775 264,580,593
Association to provide for the Mondi Limited
Consolidation
3 To approve the Mondi Limited Conversion 512,984 264,580,593
4 To approve the Mondi Limited Consolidation 512,773 264,580,593
5 To approve the sub-division and consolidation 512,984 264,580,593
of the Mondi plc Special Converting Shares
6 To authorise Mondi Group directors to do all 512,984 264,580,593
things on behalf of Mondi Limited or Mondi plc
that may be required in order to give effect to
and implement the Resolutions
Accordingly, the Demerger, the Mondi Limited Consolidation and the Mondi Limited
Conversion are unconditional in every respect and will progress in accordance
with the detailed timetable set out below.
2. Salient dates and times
The Demerger 2011
Last day to trade in Mondi Limited Ordinary Shares on the
JSE to participate in the Friday, 8 July
Demerger
Mondi Limited Ordinary Shares trade "ex" the entitlement to
the Mpact ordinary Monday, 11 July
shares from the commencement of business
Listing of Mpact ordinary shares on the JSE under the share
code ``MPT`` and ISIN Monday, 11 July
ZAE000156501 from the commencement of business
Demerger record date Friday, 15 July
Demerger effected Monday, 18 July
Share certificates in respect of Mpact ordinary shares
posted to certificated Mondi Monday, 18 July
Limited Shareholders on or about
Dematerialised Mondi Limited Shareholders will have their
accounts at their CSDP Monday, 18 July
or broker updated with Mpact ordinary shares on
Announcement of apportionment of base cost for capital
gains tax purposes Wednesday, 20 July
The Mondi Limited Consolidation and the Mondi
Limited Conversion 2011
VWAP period from 8.00 a.m. (UK) / 9.00 a.m.
(South Africa) on Monday, 11
July 2011 to 4.00 p.m. (UK) /
5.00 p.m. (South Africa) on
Thursday, 21 July 2011
Announcement of the Mondi Limited
Consolidation Ratio Friday, 22 July
Last day to trade in existing Mondi Limited
Ordinary Shares Friday, 29 July
New Mondi Limited Ordinary Shares listed and
commence trading at 9.00 a.m. Monday, 1 August
(South Africa) on the JSE under new ISIN
ZAE000156550 and the same JSE code
MND
Mondi Limited Conversion and Mondi Limited
Consolidation record date Friday, 5 August
Mondi Limited Conversion and Mondi Limited
Consolidation effected Monday, 8 August
Replacement certificates in respect of new
Mondi Limited Ordinary Shares will be Monday, 8 August
posted by registered post to certificated
Mondi Limited Shareholders whose share
certificates have been received by 12.00 p.m.
(South Africa) on Friday, 5 August
2011 on or about
If share certificates have not been received
by 12.00 p.m. (South Africa) on Friday, Monday, 8 August
5 August 2011, replacement share certificates
in respect of new Mondi Limited
Ordinary Shares will be posted by registered
post within five business days of
receipt of the share certificates after
Dematerialised Mondi Limited Shareholders will
have their accounts at their CSDP Monday, 8 August
or broker updated with new Mondi Limited
Ordinary Shares on
3. Further cautionary announcement
Further to the announcement on Tuesday, 31 May 2011, the outcome of the Demerger
and the Mondi Limited Consolidation may have a material effect on the price of
Mondi Group`s securities. Accordingly, shareholders are advised to continue
exercising caution when dealing in their Mondi Group shares until a further
announcement is made.
Rothschild is acting as financial adviser and transaction sponsor to the Mondi
Group and Rand Merchant Bank is acting as financial adviser and transaction
sponsor to Mpact.
Sponsor: UBS South Africa (Pty) Ltd
/ends
Contact:
Mondi Group
Lora Rossler
Group Corporate Affairs Manager
Tel: +27 (0)31 451 2040 or +27 (0)83 627 0292
E-mail: lora.rossler@mondigroup.co.za
Kerry Crandon
Group Communications Manager
Tel: +27 (0)11 994 5425 or +27 (0)83 389 3738
E-mail: kerry.crandon@mondigroup.com
Andrew King
Group CFO
Tel: +27 (0)11 994 5415
E-mail: andrew.king@mondigroup.com
Editors` notes
About Mondi:
Mondi is an international paper and packaging group, with production operations
across 31 countries and revenues of 6.2 billion in 2010. The Group`s key
operations are located in central Europe, Russia and South Africa and as at the
end of 2010, Mondi employed 29,000 people.
Mondi is fully integrated across the paper and packaging process, from the
growing of wood and the manufacture of pulp and paper (including recycled
paper), to the conversion of packaging papers into corrugated packaging,
industrial bags and coatings.
The Group is principally involved in the manufacture of packaging paper,
converted packaging products and uncoated fine paper (UFP).
Mondi has a dual listed companies structure, with a primary listing on the JSE
Limited for Mondi Limited under the ticker code MND and a premium listing on the
London Stock Exchange for Mondi plc, under the ticker code MNDI, as well as a
secondary listing for Mondi plc on the JSE under the ticker code MNP. The Group
has been recognised for its sustainability through its inclusion in the
FTSE4Good UK, Europe and Global indices in 2008, 2009 and 2010 and the JSE`s
Socially Responsible Investment (SRI) Index in 2007, 2008, 2009 and 2010.
Notice to Shareholders
This announcement does not constitute an offer to sell nor a solicitation to buy
securities as such terms are defined under the US Securities Act.
The securities referenced herein have not been and will not be registered under
the US Securities Act or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or taken up,
directly or indirectly, within the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offer of Mpact Shares in the United States.
The securities referenced herein have not been and will not be registered under
the securities laws of Australia, Canada or Japan and may not be offered, sold,
taken up or renounced, directly or indirectly, within such jurisdictions except
pursuant to an applicable exemption from and in compliance with any applicable
securities laws.
Date: 30/06/2011 14:30:01 Produced by the JSE SENS Department.
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