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MND/MNP - Mondi - The listing of Mpact Limited on 11 Jul 2011
MND MNP
MND MNP
MND/MNP - Mondi - The listing of Mpact Limited on the Main Board of the JSE
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
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.
The listing of Mpact Limited on the Main Board of the JSE
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").
Shareholders in Mondi Group are further referred to the announcement on
Thursday, 30 June 2011 wherein it was announced that all of the resolutions
proposed at the General Meeting of each of Mondi Limited and Mondi plc, were
approved by the requisite majority of votes and that, accordingly, the
Demerger, the Mondi Limited Conversion and the Mondi Limited Consolidation
will progress in accordance with the detailed timetable set out in that
announcement.
2. Listing of Mpact and the commencement of the volume weighted average price
period (the "VWAP Period")
Shareholders in Mondi Group are hereby informed that Mpact will be listed on
the JSE under the share code ``MPT`` and ISIN ZAE000156501 as of the
commencement of trading on Monday, 11 July 2011 and that Mondi Limited
Ordinary Shares will trade "ex" the entitlement to Mpact shares ("Mpact
Shares") as of the same date.
As is more fully set out in the Circulars, the total number of new Mondi
Limited Ordinary Shares ("New Mondi Limited Ordinary Shares") held by Mondi
Limited Shareholders after the Mondi Limited Consolidation will be determined
by reference to the volume weighted average price ("VWAP") of Mpact Shares
traded on the JSE, the VWAP of existing Mondi Limited Ordinary Shares
("Existing Mondi Limited Ordinary Shares") traded on the JSE and the VWAP of
Mondi plc Ordinary Shares traded on the LSE and the JSE, in each case during
the VWAP Period. The VWAP Period, used to calculate the VWAPs of the Mpact
Shares, the Existing Mondi Limited Ordinary Shares and the Mondi plc Ordinary
Shares and thus the ratio at which Existing Mondi Limited Ordinary Shares are
to be consolidated into New Mondi Limited Ordinary Shares (the "Mondi Limited
Consolidation Ratio"), comprises the first nine days of trading following the
date of listing of Mpact Shares on the JSE.
Accordingly the VWAP Period will commence at 9.00 a.m. (South Africa) on
Monday, 11 July 2011 and will end at 5.00 p.m. (South Africa) on Thursday, 21
July 2011.
3. Further cautionary announcement
Further to the announcement on Thursday, 30 June 2011, the outcome of the
proposed 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 to exercise 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.
/ends
11 July 2011
Sponsor: UBS South Africa (Pty) Ltd
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 EUR6.2 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: 11/07/2011 08:00:06 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
