| Fri 22 Jul 2011, 8:10 | | MND/ MNP - Mondi Limited/ Mondi plc - Consolidation of Mondi Limited`s share |
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MND MNP
MND MNP
MND/ MNP - Mondi Limited/ Mondi plc - Consolidation of Mondi Limited`s share
capital and withdrawal of cautionary announcement
THIS DOCUMENT IS NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
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
22 July 2011
As part of the dual listed companies structure, Mondi Limited and Mondi plc
(together "Mondi Group" or "Mondi") 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.
Consolidation of Mondi Limited`s share capital and withdrawal of cautionary
announcement
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").
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 ("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 period ("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"), comprised the first nine days of trading
following the date of listing of Mpact Shares on the JSE.
Shareholders of Mondi Group are further referred to the announcement on Monday,
11 July 2011 whereby it was announced that, inter alia, the VWAP Period had
commenced. Shareholders of Mondi Group are hereby informed that the VWAP Period
ended at 5.00 p.m. (South Africa) on Thursday, 21 July 2011. Accordingly, in
terms of the calculation methodology set out in the Circulars, the Mondi Limited
Consolidation Ratio has been determined such that each Mondi Limited Shareholder
will receive 81 (Refer to point 1) New Mondi Limited Ordinary Shares in exchange
for every 100 Existing Mondi Limited Ordinary Shares held on the record date for
the Mondi Limited Consolidation, subject to rounding in accordance with usual
JSE principles. Thus 29 million Existing Mondi Limited Ordinary Shares will be
consolidated, resulting in 118 million New Mondi Limited Ordinary Shares in
issue immediately after the Mondi Limited Consolidation.
1 Based on the full Mondi Limited Consolidation Ratio of 0.80540
2. The financial effects of the Mondi Limited Consolidation
In accordance with the provisions of the JSE Listings Requirements, the
unaudited pro forma financial effects set out below are included for the purpose
of illustrating the effects of the Demerger and the Mondi Limited Consolidation
on Mondi`s underlying earnings, diluted underlying earnings, basic earnings,
diluted earnings, headline earnings, diluted headline earnings, net asset value
and net tangible asset value, per Mondi Ordinary Share, for the year ended 31
December 2010 as if such transaction had occurred on 1 January 2010 for income
statement purposes and 31 December 2010 for balance sheet purposes. The pro
forma financial effects are the responsibility of the directors and have been
prepared in accordance with the guidelines issued by the South African Institute
of Chartered Accountants.
These unaudited pro forma financial effects are presented for illustrative
purposes only and because of their nature, may not give a fair reflection of
Mondi Group`s position, changes in equity, results of operations or cash flows
following implementation of the Demerger and Mondi Limited Consolidation. The
financial effects of the Demerger, as set out in the circular to shareholders
dated 31 May 2011, did not include the impact of the Mondi Limited
Consolidation. The Mondi Limited Consolidation will result in a reduction in the
number of Mondi Limited Ordinary Shares in issue and therefore reduce the
dilutive impact of the Demerger on a per share basis.
The pro-forma financial effects of the Demerger and of the Mondi Limited
Consolidation having been completed are as follows:
Per Mondi Share (Euro cents) 1 Before the After the
Demerger 4 Demerger 5 but
before the
Mondi Limited
Consolidation
Underlying earnings 2 47.0 42.6
Basic earnings 44.1 48.8
Headline earnings 3 47.0 42.7
Diluted underlying earnings 2 46.5 42.1
Diluted earnings 43.6 48.2
Diluted headline earnings 3 46.5 42.2
Net asset value 6.33 5.94
Tangible net asset value 5.71 5.47
Issued ordinary shares (less treasury shares) 510 510
Weighted average number of ordinary shares in
issue for the year (less treasury shares) 508 508
Weighted average number of diluted ordinary
shares in issue for the year (less treasury shares) 514 514
After the % change (after the
Demerger and Demerger and the
the Mondi Mondi Limited
Limited Consolidation vs before
Consolidation the Demerger)
Underlying earnings 2 45.0 (4)%
Basic earnings 51.7 17%
Headline earnings 3 45.2 (4)%
Diluted underlying earnings 2 44.5 (4)%
Diluted earnings 51.1 17%
Diluted headline earnings 3 44.7 (4)%
Net asset value 6.29 (1)%
Tangible net asset value 5.79 1%
Issued ordinary shares (less
treasury shares) 481 (6)%
Weighted average number of ordinary shares
in issue for the year (less treasury shares) 480 (6)%
Weighted average number of diluted ordinary
shares in issue for the year (less
treasury shares) 485 (6)%
Notes:
1 Full details of the pro forma financial effects of the Demerger are contained
in the Circulars referred to above.
2 Underlying earnings per share excludes the impact of special items.
3 The presentation of headline earnings per share is mandated under JSE Listings
Requirements. Headline earnings has been calculated in accordance with Circular
3/2009, `Headline Earnings`, as issued by the South African Institute of
Chartered Accountants.
4 The Mondi Group financial information has been extracted, without adjustment,
from the Mondi Group`s audited results for the year ended 31 December 2010.
5 The adjustments include the following main items:
- The exclusion of Mpact`s financial contribution to the Mondi Group including
the reversal of all related consolidation adjustments;
- The impact of the recapitalisation of Mpact, as described in the Circulars
referred to above;
- The dividend in specie declared to Mondi Limited Shareholders, recognised at
the estimated fair market value of those Mpact Shares distributed; and
- Estimated transaction costs.
Mondi`s results for the half-year ended 30 June 2011 will be published on 28
July 2011. These results will include a table showing the illustrative effect on
the Mondi Group as if the recapitalisation and demerger of Mpact and related
Mondi Limited share consolidation had taken place at the beginning of each of
the periods presented (six months ended 30 June 2011, six months ended 30 June
2010 and year ended 31 December 2010).
3. Effect of the Mondi Limited Consolidation on South African capital gains tax
base cost
On Wednesday, 20 July 2011, an apportionment ratio for the purposes of Section
46 of the Income Tax Act of 80.539% relating to each Existing Mondi Limited
Ordinary Share`s base cost was announced. Accordingly, the base cost of an
Existing Mondi Limited Ordinary Share held by a Mondi Limited Shareholder after
the demerger would be redetermined, for South African tax purposes, as 80.539%
of the original base cost of such Existing Mondi Limited Ordinary Share ("the
Redetermined Base Cost").
The Existing Mondi Limited Ordinary Shares and the New Mondi Limited Ordinary
Shares will be treated as one and the same shares for South African capital
gains tax purposes. Consequently, the base cost for South African taxation
purposes of a New Mondi Limited Ordinary Share received by a Mondi Limited
Shareholder in exchange for its Existing Mondi Limited Ordinary Share currently
held will be the Redetermined Base Cost divided by the Mondi Limited
Consolidation Ratio.
4. Salient dates and times
The Mondi Limited Conversion and the Mondi Limited
Consolidation 2011
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
Record date of the Mondi Limited Conversion and Mondi
Limited Consolidation 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, 5 August 2011, Monday, 8 August
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
5. Withdrawal of cautionary announcement
As the conditions precedent to the Mondi Limited Consolidation have been
fulfilled, Mondi Group Shareholders are advised that they are no longer required
to exercise caution when dealing in their Mondi Group shares.
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
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 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 (2010 figures include Mpact Limited).
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: 22/07/2011 08:10:58 Produced by the JSE SENS Department.
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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,
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