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MND/MNP - Mondi Limited/Mondi plc - Mondi Group increases its offer price for

Release Date: 02/04/2012 16:15
Code(s): MND MNP
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MND/MNP - Mondi Limited/Mondi plc - Mondi Group increases its offer price for the minority interest in Mondi Swiecie S.A. to PLN72 per share 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) (Registration number: 6209386) JSE share code: MNP ISIN: GB00B1CRLC47 LSE share code: MNDI 2 April 2012 As part of the dual listed company structure, Mondi Limited and Mondi plc (together "Mondi Group") notify both the JSE Limited ("JSE") and the London Stock Exchange of matters required to be disclosed under the JSE Listings Requirements and/or the Disclosure Rules and Transparency Rules and/or the Listing Rules of the United Kingdom Listing Authority. Mondi Group increases its offer price for the minority interest in Mondi Swiecie S.A. to PLN72 per share Mondi Group today announced that it has increased the price of its all cash public tender offer ("Offer") for the 17 million shares representing 34% of the share capital of Mondi Swiecie S.A. ("Mondi Swiecie") that it does not already own to PLN72.00 (EUR17.34) per share, from its initial offer ("Initial Offer") made on 16 February 2012 of PLN69.00 (EUR16.62) per share. The Offer represents a premium of 4.3% over the Initial Offer and a premium of 2.9% over the closing price on 30 March. Under the Offer, the implied equity value of the whole of Mondi Swiecie is PLN3.6bn (EUR867m) and represents an EV/EBITDA multiple of approximately 5.8x and a P/E multiple of approximately 9.1x for 2011. The Offer is expected to be concluded in mid April 2012. Full acceptance of the Offer would result in an aggregate cash consideration payable by the Mondi Group on closing of PLN1.2bn (EUR295m). Except as described above, there has been no change concerning the terms of the Initial Offer and no other new matter has arisen in relation to this transaction since announcement of the Initial Offer. 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 a full acceptance of the Offer on Mondi Group`s underlying earnings, basic earnings from continuing operations, basic earnings from continuing and discontinued operations, headline earnings, net asset value and tangible net asset value per ordinary share, for the year ended 31 December 2011 as if such transaction had occurred on 1 January 2011 for income statement purposes and 31 December 2011 for statement of financial position purposes. These unaudited 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 financial position nor the effect on future earnings following the acquisition: Per Mondi Ordinary Share Before After Percentage (Euro cents) Acquisition Acquisition Change 3 4 Underlying earnings 1 68.1 73.3 7.6 Basic earnings from continuing 57.5 62.7 9.0 operations Basic earnings from continuing 66.1 71.3 7.9 and discontinued operations Headline earnings 2 69.9 75.2 7.6 Diluted underlying earnings 1 67.3 72.5 7.7 Diluted earnings from 56.8 62.0 9.2 continuing operations Diluted earnings from 65.3 70.5 8.0 continuing and discontinued operations Diluted headline earnings 2 69.1 74.3 7.5 Net asset value 6.30 5.69 (9.7) Tangible net asset value 5.80 5.19 (10.5) Notes: 1. Underlying earnings per share excludes the impact of special items. 2. 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. 3. The Group financial information has been extracted, without adjustment, from the Group`s audited results for the year ended 31 December 2011. 4. The adjustments to earnings, on the basis that the acquisition had occurred on 1 January 2011 for income statement purposes and 31 December 2011 for statement of financial position purposes, include the following main items: - The exclusion of the non-controlling interest charge in respect of Mondi Swiecie - The estimated finance charges associated with the financing of the consideration - Assumed taxation rate of 26.25% Net asset value and tangible net asset value, on the basis that the acquisition had occurred on 1 January 2011 for income statement purposes and 31 December 2011 for statement of financial position purposes, are reduced by the estimated consideration of EUR295 million. /ends Contact: Mondi Group Lora Rossler Group Corporate Affairs Manager Tel: +27 (0)31 451 2111 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 or +27 (0)82 870 8100 E-mail: andrew.king@mondigroup.com Editors` notes About Mondi: Mondi is an international paper and packaging Group, with production operations across 28 countries and revenues of Euro5.7 billion in 2011. The Group`s key operations are located in central Europe, Russia and South Africa and as at the end of 2011, Mondi employed 23,400 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 company 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. The Group has been recognised for its sustainability through its inclusion in the FTSE4Good Global, European and UK Index Series (since 2008) and the JSE`s Socially Responsible Investment (SRI) Index since 2007. Mondi was also included in the FTSE350 Carbon Disclosure Leadership Index for the second year. Sponsor: UBS South Africa (Pty) Ltd Date: 02/04/2012 16:15:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or 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.

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