Wrap Text
Posting of integrated report and notice of AGM, and proposed odd-lot offer
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)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI
As part of the dual listed company structure, Mondi Limited and Mondi plc (together
‘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 and Transparency and Listing Rules of the United Kingdom Listing Authority.
Capitalised terms not defined in this announcement shall bear the meanings ascribed to
such terms in the Notices of the Annual General Meetings of Mondi Limited and Mondi
plc that have been issued and posted to Mondi Group shareholders today, 26 March
2013.
26 March 2013
POSTING OF INTEGRATED REPORT AND NOTICE OF ANNUAL GENERAL
MEETINGS OF MONDI LIMITED AND MONDI plc AND PROPOSED ODD-LOT
OFFER
The Annual General Meeting of Mondi Limited will be held at 11:30 (SA time) on Friday 3
May 2013 at the Hyatt Regency, 191 Oxford Road, Rosebank, Johannesburg 2132,
South Africa. Pursuant to the dual listed company structure, the parallel Annual General
Meeting of Mondi plc will be held at 10:30 (UK time) on Friday 3 May 2013 at
Haberdashers’ Hall, 18 West Smithfield, London EC1A 9HQ, United Kingdom.
The Mondi Group Integrated report and financial statements 2012 and the Notices of the
Annual General Meetings of Mondi Limited and Mondi plc have been issued and posted
to Mondi Group shareholders today, 26 March 2013. The audited combined and
consolidated financial statements reported in the Integrated report and financial
statements 2012 do not contain any material changes from the results published in the
Mondi Group’s preliminary statement (which were audited by Deloitte & Touche and
Deloitte LLP) issued on 21 February 2013.
The combined and consolidated financial statements reported in the Mondi Group
Integrated report and financial statements 2012 for the year ended 31 December 2012
were audited by Deloitte & Touche and Deloitte LLP. Their unqualified audit reports are
included in the integrated report and financial statements 2012 and are available for
inspection at the registered offices of Mondi Limited and Mondi plc.
The following documents have been submitted to the National Storage Mechanism and
will shortly be available for inspection at: www.Hemscott.com/nsm.do
- Mondi Group Integrated report and financial statements 2012
- Mondi plc Notice of Annual General Meeting 2013
- Mondi plc Form of Proxy for 2013 Annual General Meeting
The Mondi Group Integrated report and financial statements 2012 and the Notices of the
Annual General Meetings of Mondi Limited and Mondi plc are also available on the
Mondi Group web site at: www.mondigroup.com
PROPOSED ODD-LOT OFFER
1. Introduction
As part of the business of the Annual General Meetings of Mondi Limited and Mondi
plc, the board of directors of each of Mondi Limited and Mondi plc (the Directors) are
seeking authority from the holders of the issued ordinary share capital of Mondi
Limited and of Mondi plc (Ordinary Shares)(Shareholders), to grant them authority
to implement an odd-lot offer (Odd-lot Offer) at any time within 18 months from the
date of the Annual General Meetings.
The actual timing for, and implementation of, the proposed Odd-lot Offer will be
decided by the Directors and will be at their sole discretion.
2. Rationale for the Odd-lot Offer
Pursuant to the Odd-lot Offer, holders of less than 100 Ordinary Shares in Mondi plc
and holders of less than 100 Ordinary Shares in Mondi Limited (collectively, Odd-lot
Holders) will be given the option to sell their holdings (Odd-lots) to Mondi plc or, in
the case of Mondi Limited, to Mondi Limited, the Mondi Share Incentive Schemes Trust Trustees or a subsidiary of Mondi Limited (as determined by Mondi Limited),
as appropriate. Odd-lot Holders who do not expressly elect to retain their Odd-lots
will participate in the Odd-lot Offer and their Odd-lots will be sold to Mondi plc or, in
the case of Mondi Limited, to Mondi Limited, the Mondi Incentive Schemes Trust
Trustees or a subsidiary of Mondi Limited (as determined by Mondi Limited), as
appropriate.
The rationale for seeking the authority to implement an Odd-lot Offer is that Mondi
has an unusually large number of Shareholders for a group of its size, with a total of
more than 67,800 Shareholders across the Mondi Limited and Mondi plc share
registers. Of this number approximately 77.5% hold fewer than 100 Ordinary
Shares, which represents 0.14% of the total number of Ordinary Shares in issue.
The Directors attribute the relatively large number of Shareholders to Mondi’s
history, which includes a demerger from Anglo American plc in 2007. The recurring
costs of administration resulting from the relatively large number of Shareholders
(for example, the costs of printing and distributing financial statements, circulars and
notices) affect Shareholders of the Mondi Group as a whole. The Odd-lot Offer will
enable Mondi to identify active Shareholders and to repurchase the holdings of
those Shareholders who hold less than 100 Ordinary Shares and who do not
expressly elect to retain their Ordinary Shares, and thereby reduce overall
administration costs. The Odd-lot Offer will also enable holders of relatively small
numbers of Ordinary Shares in Mondi to exit their shareholding in a cost-effective
manner, without incurring transaction costs such as transfer fees, brokerage fees
and securities transfer tax, and at a 5% premium to the volume weighted average
market price for the five trading days prior to the date on which the Odd-lot Offer is
announced.
3. Effect on share capital
If Mondi were to implement an Odd-lot Offer immediately after the Annual General
Meeting, based on the holdings of Odd-lots as at 4 March 2013, the maximum
number of Ordinary Shares that could be purchased pursuant to such an Odd-lot
Offer would be 257,798 (0.22%) of the Mondi Limited Ordinary Shares and 440,796
(0.12%) of the Mondi plc Ordinary Shares.
Mondi Limited
Any Mondi Limited Ordinary Shares acquired by the Mondi Incentive Schemes Trust
Trustees or a subsidiary of Mondi Limited, as determined by Mondi Limited,
pursuant to the Odd-lot Offer will not be cancelled in respect of the Mondi Limited
share register. Accordingly, any acquisition of Mondi Limited Ordinary Shares
pursuant to the Odd-lot Offer, if effected by the Mondi Incentive Schemes Trust
Trustees or a subsidiary of Mondi Limited, as determined by Mondi Limited, will
have no effect on the issued Ordinary Share capital of Mondi Limited.
Mondi plc
Any Mondi plc Ordinary Shares acquired by Mondi plc pursuant to the Odd-lot Offer
will not be cancelled and will instead be held in treasury by Mondi plc. The current
proposal is that, following the Odd-lot Offer, these treasury shares may then be
acquired by the Mondi Employee Share Trust Trustees in respect of the Mondi plc
share register and the Mondi plc South African branch share register. Accordingly,
any buyback of Mondi plc Ordinary Shares by Mondi plc pursuant to the Odd-lot
Offer will have no effect on the issued Ordinary Share capital of Mondi plc.
4. Financial effects
It is anticipated that any Odd-lot Offer that is announced by the Directors and any
potential acquisition of Ordinary Shares pursuant to such Odd-lot Offer will not have
a significant effect on earnings, headline earnings per Ordinary Share, net asset
value or tangible net asset value per Ordinary Share of either Mondi Limited or
Mondi plc.
5. Salient terms of the proposed Odd-lot Offer
Shareholders who are Odd-lot Holders on the First Record Date (being 12 April
2013) and who remain Odd-lot Holders on the Second Record Date (being the
record date announced by the Directors when the Odd-lot Offer is declared) will be
entitled to participate in the Odd-lot Offer in respect of their Odd-lots. Shareholders
who become Odd-lot Holders between the First Record Date and the Second
Record Date will not be entitled to participate in the Odd-lot Offer.
Odd-lot Holders will be those Shareholders who:
(i) are recorded on either the Mondi Limited share register, Mondi plc share
register or the Mondi plc South African branch share register as holding, in
aggregate, less than 100 Ordinary Shares in each of Mondi Limited and/or
Mondi plc on the First Record Date and the Second Record Date; or
(ii) in relation to the Mondi Limited share register and Mondi plc South African
branch share register only, hold a beneficial interest in less than 100 Ordinary
Shares through a member where such member holds such Ordinary Shares as
a nominee in accordance with the rules and procedures of Strate (and that
holding is recorded as such in the relevant beneficial Shareholder records
maintained by a CSDP or broker) on the First Record Date and the Second
Record Date.
Holdings of Ordinary Shares either (i) in certificated and uncertificated form or (ii) on
different registers will be treated as separate holdings for the purposes of
determining whether Shareholders will be entitled to participate in the Odd-lot Offer.
Therefore, Shareholders that hold less than 100 Mondi plc Ordinary Shares and less
than 100 Mondi Limited Ordinary Shares may participate in both the Mondi plc and
Mondi Limited portion of the Odd-lot Offer.
Persons who are direct clients of CSDPs or brokers and are either registered
Shareholders or hold their Ordinary Share interests directly through a Strate
approved nominee and are recorded as holding less than 100 Ordinary Shares on
the records maintained by such CSDPs or brokers will be entitled to participate in
the Odd-lot Offer. Persons who are not recorded directly on the records maintained
by such CSDPs or brokers and are neither registered Shareholders nor hold their
Ordinary Share interests directly through a Strate approved nominee, but who may
otherwise hold a beneficial interest in Ordinary Shares indirectly through such
CSDPs or brokers, will not be entitled to participate in the Odd-lot Offer.
Under the terms of the Odd-lot Offer Mondi Limited Odd-lot Holders will be able:
(i) by making no election, to have their Ordinary Shares acquired by Mondi
Limited, or the Mondi Incentive Schemes Trust Trustees or a subsidiary of
Mondi Limited, as determined by Mondi Limited, at the Offer Price (this being
the default election for those Odd-lot Holders that do not respond to the Odd-lot
Offer); or
(ii) to expressly elect to retain their shareholding.
Under the terms of the Odd-lot Offer Mondi plc Odd-lot Holders will be able:
(i) by making no election, to have their Ordinary Shares bought back by Mondi plc
under the terms of section 694 of the UK Companies Act at the Offer Price (this
being the default election for those Odd-lot Holders that do not respond to the
Odd-lot Offer); or
(ii) to expressly elect to retain their shareholding.
However, for Shareholders who are recorded on the Mondi plc share register, due to
the constraints of the CREST system, Odd-lot Holders who hold their Ordinary
Shares, either directly or via a nominee, in CREST will not have their Ordinary
Shares acquired unless they rematerialise their Ordinary Shares by the Second
Record Date and do not elect to retain their holding of Odd-lots.
Repurchases of Odd-lots from Shareholders in Mondi plc will be made pursuant to a
specific shareholder authority.
6. Offer Price
If an Odd-lot Offer is made by Mondi Limited, the Offer Price will in the case of
Mondi Limited Ordinary Shares held on the Mondi Limited share register, be at a 5%
premium to the volume weighted average price of Mondi Limited Ordinary Shares
traded on the JSE over the five trading days prior to the date on which the Offer
Price is finalised, as determined by the Directors.
If an Odd-lot Offer is made by Mondi plc, the Offer Price will:
(i) in the case of Mondi plc Ordinary Shares held on the Mondi plc share register,
be at a 5% premium to the volume weighted average price of Mondi plc
Ordinary Shares traded on the London Stock Exchange over the five trading
days prior to the date on which the Offer Price is finalised; and
(ii) in the case of Mondi plc Ordinary Shares held on the Mondi plc South African
branch share register, be at a 5% premium to the volume weighted average
price of Mondi plc Ordinary Shares traded on the JSE over the five trading days
prior to the date on which the Offer Price is finalised,
in each case as determined by the Directors.
Mondi plc Odd-lot Holders recorded on the UK share register will be paid in Pounds
Sterling or Euros, dependent upon any currency election already made. Mondi
Limited Odd-lot Holders and Mondi plc Odd-lot Holders recorded on the South
African branch register will be paid in Rand.
The Offer Price will be published on SENS and on a RIS on the day it is finalised.
7. Salient Dates and Times
The salient dates and times in respect of the Annual General Meetings and for the
purposes of participation in the proposed Odd-lot Offer are as follows:
Event 2013
Posting of circulars and Notices of Annual General Tuesday 26 March
Meetings of Mondi Limited and Mondi plc, on
First last day to trade in Mondi Limited Ordinary Friday 5 April
Shares and Mondi plc Ordinary Shares on the JSE in
order to participate in the proposed Odd-lot Offer, on
First last day to trade in Mondi plc Ordinary Shares on Tuesday 9 April
the LSE in order to participate in the proposed Odd-lot
Offer, on
First Record Date in order to participate in the Friday 12 April
proposed Odd-lot Offer, on
Last day for the submission of proxy forms for the Tuesday 30 April
Mondi Limited Annual General Meeting at 11:30am
(SA time) on
Last day for the submission of proxy forms for the Wednesday 1 May
Mondi plc Annual General Meeting at 10:30am (UK
time) on
Annual General Meeting of Mondi Limited at 11:30am Friday 3 May
(SA time) on
Annual General Meeting of Mondi plc at 10:30am (UK Friday 3 May
time)
Notes:
(i) These dates and times are subject to change. Any material changes will be
published on SENS and a RIS.
(ii) Mondi Limited Shareholders and Mondi plc South African branch share
register Shareholders should note that share certificates may not be
dematerialised or rematerialised between Monday 8 April 2013 and Friday 12
April 2013, both days inclusive.
A detailed timetable, including the date of the Second Record Date, for the
implementation of the proposed Odd-lot Offer will be communicated to Shareholders
in the event that the proposed Odd-lot Offer is made. The Directors shall be able to
determine the details of such timetable at their sole discretion.
8. Conditions Precedent
The implementation of the proposed Odd-lot Offer is subject to the passing of
relevant resolutions to be proposed at the Annual General Meetings of Mondi
Limited and of Mondi plc, including resolutions to:
(i) authorise the Directors of Mondi Limited to make and implement the Odd-lot
Offer at any time during the 18 month period after the date of the Annual
General Meeting;
(ii) specifically authorise Mondi Limited, or the Mondi Incentive Schemes Trust
Trustees or a subsidiary of Mondi Limited, as determined by Mondi Limited, to
acquire the Ordinary Shares of Shareholders holding less than 100 Mondi
Limited Ordinary Shares pursuant to the Odd-lot Offer, who do not make an
express election to retain such Ordinary Shares;
(iii) approve the amendments to the Mondi plc Articles of Association to give Mondi
plc the ability to facilitate an Odd-lot Offer in respect of Mondi plc Ordinary
Shares subject to the Mondi plc shareholders passing an ordinary resolution to
give specific authority of any Odd-lot Offer;
(iv) authorise the Directors of Mondi plc to make and implement the Odd-lot Offer at
any time during the 18 month period after the date of the Annual General
Meeting; and
(v) authorise Mondi plc to make an off-market repurchase of Ordinary Shares in
Mondi plc on the terms of the Purchase Contract in accordance with section
694 of the UK Companies Act in order to implement the Odd-lot Offer.
9. Directors’ Recommendation
The boards of Mondi Limited and Mondi plc consider that the Odd-lot Offer would be
in the best interests of Mondi Limited and Mondi plc and Shareholders of Mondi
Limited and Mondi plc as a whole and unanimously recommend that Shareholders
of Mondi plc vote in favour of resolutions 24, 25, 35, 36 and 37 to be proposed at
the Annual General Meetings of Mondi Limited and Mondi plc to be held on Friday 3
May 2013.
Carol Hunt
Company Secretary, Mondi plc
Tel: +44 (0)1932 826300
Philip Laubscher
Company Secretary, Mondi Limited
Ends
About Mondi
Mondi is an international packaging and paper Group, with production operations across
30 countries and revenue of €5.8 billion in 2012. The Group’s key operations are located
in central Europe, Russia and South Africa and as at the end of 2012, Mondi employed
25,700 people.
Mondi Group is fully integrated across the packaging and paper value chain, from the
growing of wood and the production of pulp and paper (packaging paper and uncoated
fine paper), to the conversion of packaging paper into corrugated packaging, industrial
bags, extrusion coatings and release liner. Mondi is also a supplier of innovative
consumer packaging solutions, advanced films and hygiene products components.
Mondi Group 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. The Group was also included in the Carbon
Disclosure Project’s (CDP) FTSE 350 Carbon Disclosure Leadership Index (CDLI) for
the third year and in CDP’s FTSE 350 Carbon Performance Leadership Index (CPLI) for
the first time in 2012.
Sponsor in South Africa: UBS South Africa (Pty) Ltd
Date: 26/03/2013 04:40:00 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.
Sharenet Sites 
