Mondi Limited
(Incorporated in the Republic of South
Africa)
(Registration number: 1967/013038/06)
JSE share code: MND ISIN: ZAE000156550
Mondi plc
(Incorporated in England and
Wales)
(Registered number: 6209386)
LEI: 213800LOZA69QFDC9N34
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI
As part of the dual listed company structure, Mondi Limited and
Mondi plc (together the ‘Group’ or ‘Mondi’ or ‘Mondi Group’) notify
both the JSE Limited and the London Stock Exchange of matters
required to be disclosed under the Listings Requirements of the JSE
Limited and/or the Disclosure Guidance and Transparency and Listing
Rules of the United Kingdom Listing Authority.
This announcement contains inside information.
9 May 2019
Simplification of corporate structure
receives shareholder approval
The boards of Mondi Limited and Mondi plc announce that all
resolutions relating to the approval of the simplification of the
existing Mondi Group structure from the current dual listed company
structure into a single holding company structure under Mondi plc,
including the scheme of arrangement proposed by Mondi Limited (the
“Scheme”), (collectively the “Simplification”) have been approved
at the Annual General Meetings of Mondi Limited and Mondi plc held
today.
Further information in respect of the results of the Annual
General Meetings of Mondi Limited and Mondi plc will be published
in due course.
There have been no notices given under section 164(3) of
the SA Companies Act. The condition to the Simplification in
paragraph 3.1.4(a) of the Mondi Limited circular (and paragraph
3.1.4 as a whole) has accordingly been satisfied.
The Simplification remains subject to the satisfaction or waiver
of the other conditions set out in the Mondi Limited circular
(including the scheme of arrangement) dated 26 March 2019 sent by Mondi Limited to its
shareholders and the Mondi plc circular dated 26 March 2019 sent by Mondi plc to its
shareholders. Completion is expected in the second half of
2019.
A copy of the resolutions relating to the Simplification passed
at the Annual General Meetings has been submitted to the Financial
Conduct Authority and will shortly be available for inspection on
the National Storage Mechanism at
www.morningstar.co.uk/uk/NSM/.
Contact details:
Mondi Group |
|
|
|
Clara Valera
Group Head of Strategy and Investor Relations |
+44 193 282 6357 |
Kerry
Cooper
Senior Manager – External Communication |
+44 193 282 6323 |
About Mondi
Mondi is a global leader in packaging and paper, delighting its
customers and consumers with innovative and sustainable packaging
and paper solutions. Mondi is fully integrated across the packaging
and paper value chain - from managing forests and producing pulp,
paper and plastic films, to developing and manufacturing effective
industrial and consumer packaging solutions. Sustainability is
embedded in everything Mondi does. In 2018, Mondi had revenues of
€7.48 billion and underlying EBITDA of €1.76 billion.
Mondi has a dual listed company structure, with a primary
listing on the JSE Limited for Mondi Limited under the ticker MND,
and a premium listing on the London Stock Exchange for Mondi plc,
under the ticker MNDI. Mondi is a FTSE 100 constituent, and has
been included in the FTSE4Good Index Series since 2008 and the
FTSE/JSE Responsible Investment Index Series since 2007.
Sponsor in South Africa: UBS
South Africa Proprietary Limited.
Forward-looking Statements
This announcement includes statements that are, or may be deemed
to be, “forward-looking statements”. All statements other than
statements of historical facts included herein, including, without
limitation, those regarding the financial position, business
strategy, market growth and developments, expectations of growth
and profitability and plans and objectives of management for future
operations of Mondi plc and Mondi Limited (together, the “Group”),
are forward-looking statements. Forward-looking statements are
sometimes identified by the use of forward-looking terminology such
as “believe”, “expects”, “may”, “will”, “could”, “should”, “shall”,
“risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”,
“continues”, “assumes”, “positioned” or “anticipates” or the
negative thereof, other variations thereon or comparable
terminology. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Group, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements and
other statements contained in this announcement regarding matters
that are not historical facts involve predictions and are based on
numerous assumptions regarding the Group’s present and future
business strategies and the environment in which the Group will
operate in the future. Important factors that could cause the
Group’s actual results to differ materially from estimates or
forecasts contained in the forward-looking statements include,
among others: (i) operating factors, such as continued success of
manufacturing activities and the achievement of efficiencies
therein, continued success of product development plans and
targets, changes in the degree of protection created by the Group’s
patents and other intellectual property rights and the availability
of capital on acceptable terms; (ii) industry conditions, such
as strength of product demand, intensity of competition, prevailing
and future global market prices for the Group’s products and raw
materials and the pricing pressures thereto, financial condition of
the customers, suppliers and the competitors of the Group and
potential introduction of competing products and technologies by
competitors; (iii) general economic conditions, such as rates of
economic growth in the Group’s principal geographical markets or
fluctuations of exchange rates and interest rates; and (iv) the
failure to realise anticipated benefits from the simplification or
the occurrence of difficulties in connection with the
simplification, including obtaining the approval of the Group’s
shareholders.
You are advised to read the prospectus in relation to the
proposed listing of the new Mondi plc shares on the London Stock
Exchange and Johannesburg Stock Exchange (the “Prospectus”) and the
information incorporated by reference into the Prospectus in their
entirety, and, in particular, the section of the Prospectus headed
“Risk Factors”, for a further discussion of the factors that could
affect the Group’s future performance and the industry in which it
operates. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements in the
Prospectus and/or the information incorporated by reference into
the Prospectus may not occur.
Other than in accordance with its legal or regulatory
obligations (including under the Listing Rules, the Disclosure
Guidance and Transparency Rules, the Prospectus Rules or the Market
Abuse Regulation), the Group undertakes no obligation to update or
revise publicly any forward-looking statement, whether as a result
of new information, future events or otherwise.
Important Information
This announcement is for informational purposes only and does
not constitute or form part of any offer to sell or subscribe for
or any invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the simplification. It does not constitute a prospectus
or prospectus equivalent announcement and investors should not make
any investment decision in relation to any shares referred to in
this announcement.
This announcement is not an offer of securities for sale into
the United States. No offering of
securities shall be made in the United
States except pursuant to registration under the US
Securities Act of 1933 (the "Securities Act"), or an exemption
therefrom. There will be no public offering in the United States. The simplification and the
South African scheme of arrangement (the “Scheme”) have not been
and will not be approved or disapproved by the US Securities and
Exchange Commission (the "SEC"), nor has the SEC or any US state
securities commission passed upon the merits or fairness of the
simplification or the Scheme nor upon the adequacy or accuracy of
the information contained in the Prospectus, the scheme circular or
the shareholder circular. Any representation to the contrary is a
criminal offence in the United
States.
Any purchase of securities should only be made on the basis of
information contained in the Prospectus. The Prospectus contains
detailed information about the Group and its management, as well as
financial statements and other financial data. It may be unlawful
to distribute the Prospectus in certain jurisdictions.
You are advised to read the Prospectus, the Mondi Limited
circular (including the scheme of arrangement) and Mondi plc
circular and other relevant documents regarding the simplification
in their entirety, including any documents incorporated by
reference into the Prospectus as well as any amendments or
supplements to those documents, because these documents contain
important information about the Group, the simplification and the
Scheme.
The Prospectus, the Mondi Limited circular (including the scheme
of arrangement) and the Mondi plc circular may be obtained, without
charge, from the Group’s website at www.mondigroup.com.