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
11 July 2019
Update on Simplification: Finalisation
Date announcement and revised timetable
Mondi is pleased to confirm that all of the Scheme Conditions in
relation to the Simplification of its corporate structure have been
fulfilled. As such, the Scheme became unconditional with effect
from Thursday, 11 July 2019.
Pursuant to the Scheme, Mondi Limited Shareholders will receive
one New Mondi plc Share in exchange for each Mondi Limited Ordinary
Share held. The Scheme will become effective at 5:00 p.m. (SA time) on Friday, 26 July 2019. Admission to and commencement of
dealings of 118,312,975 New Mondi plc Shares will follow on Monday,
29 July 2019 at 8:00 a.m. (UK time) on the LSE and 9:00 a.m. (SA time) on the JSE, in accordance
with the relevant listing application processes.
A timetable to completion, which replaces the indicative
timetable set out in the Mondi Limited Scheme Circular, the Mondi
plc Circular and the Prospectus, each published on 26 March 2019, is set out below.
Unless otherwise indicated, capitalised words and terms
contained in this announcement shall bear the meanings ascribed to
them in the Mondi Limited Scheme Circular.
Shareholders are referred to:
- the circular issued and posted by Mondi Limited to shareholders
of Mondi Limited dated 26 March 2019
(the "Mondi Limited Scheme Circular") regarding, amongst other
things, a scheme of arrangement in terms of section 114(1) of
the Companies Act 71 of 2008, proposed by the Mondi Limited Board
between Mondi Limited and the Mondi Limited Shareholders (the
"Scheme") and the circular issued and posted by Mondi plc to
shareholders of Mondi plc dated 26 March
2019 (the “Mondi plc Circular”); and
- the regulatory announcements made on 9 and 10 May 2019 pursuant to the Annual General
Meetings of Mondi Limited and Mondi plc held on 9 May 2019, at which the resolutions relating to
the Simplification (including the Scheme) were passed by the
requisite majorities.
Timetable to completion
As announced on 7 June 2019, the
timetable relating to the Simplification was extended, and differs
from that set out in the Mondi Limited Scheme Circular, the Mondi
plc Circular and the Prospectus. Following the fulfilment of the
Scheme Conditions, the principal dates and times are now finalised
and are as follows:
TIMETABLE OF PRINCIPAL EVENTS
Finalisation Date announcement
published in the South African press |
|
Friday, 12 July
2019 |
Scheme Last Day to Trade for Mondi
Limited Shareholders |
|
Tuesday, 23 July
2019 |
QIB Notification Time |
|
5:00 p.m. (SA time) on
Tuesday, 23 July 2019 |
Suspension of listing of Mondi
Limited Ordinary Shares on the JSE |
|
9:00 a.m. (SA time) on
Wednesday, 24 July 2019 |
Commencement of dealings in the
anticipated holdings of New Mondi plc Shares on the JSE |
|
9:00 a.m. (SA time) on
Wednesday, 24 July 2019 |
Election Record Time |
|
12:00 p.m. (SA time)
on Friday, 26 July 2019 |
Scheme Record Time |
|
5:00 p.m. (SA time) on
Friday, 26 July 2019 |
Scheme Effective Time |
|
5:00 p.m. (SA time) on
Friday, 26 July 2019 |
Admission of the New Mondi plc
Shares to the LSE and commencement of dealings in the New Mondi plc
Shares on the LSE |
|
8:00 a.m. (UK time) on
Monday, 29 July 2019 |
Admission of the New Mondi plc
Shares to the JSE and commencement of dealings in the New Mondi plc
Shares on the JSE |
|
9:00 a.m. (SA time) on
Monday, 29 July 2019 |
Crediting of New Mondi plc Shares to
accounts in the Strate System |
|
As soon as possible
after 9:00 a.m. (SA time) on Monday, 29 July 2019 |
Commencement of rematerialisation of
New Mondi plc Shares and posting of share certificates to
Certificated Shareholders |
|
Monday, 29 July
2019 |
Termination of listing of Mondi
Limited Ordinary Shares on the JSE |
|
9:00 a.m. (SA time) on
Tuesday, 30 July 2019 |
Notes:
- Mondi Limited Ordinary Shares may not be Dematerialised or
rematerialised after the Scheme Last Day to Trade.
- From the first Trading Day after the Scheme Last Day to Trade
and until Admission of the New Mondi plc Shares to the JSE on the
first Trading Day after the Scheme Effective Time (being Monday,
29 July 2019), the permitted dealings
reflect the expectation of the New Mondi plc Shares to be received
pursuant to the Scheme, which will be issued on the Mondi plc SA
Register. During this period, there cannot be any transfers of
Mondi plc Ordinary Shares between the Mondi plc SA Register and the
Mondi plc UK Register. Such dealings may also be limited or
restricted by the rules of Strate, and the applicable mandate
between a Mondi Limited Shareholder and its CSDP or Broker, as
applicable from time to time, and are effected entirely at the
Mondi Limited Shareholders' risk. Temporary Documents of Title will
not be issued.
South African securities transfer
tax
No South African securities transfer tax will be payable by
Mondi Limited Shareholders on the transfer of, or in respect of the
buyback of, the Mondi Limited Ordinary Shares or the issue of the
New Mondi plc Shares, in each case pursuant to either the Transfer
Option or the Buyback Option.
South African dividends withholdings
tax on the Buyback Option
Where a Scheme Participant is not exempt from SA Dividends Tax
("DWT") and elects the Buyback Option, DWT will arise on the Scheme
Consideration. Unless a Scheme Participant is subject to DWT at a
reduced rate, the applicable DWT withholding rate is presently 20%.
The DWT is required to be paid to SARS by the regulated
intermediary (being the Mondi Limited Shareholder's CSDP or Broker,
for Dematerialised Shareholders, and Mondi Limited for Certificated
Shareholders). In order to prevent (or reduce) such withholding,
Scheme Participants electing the Buyback Option who are exempt from
DWT (or subject to DWT at a reduced rate) must provide their
regulated intermediary with the requisite SARS declaration and
undertaking as soon as possible, but in any event before the
Election Record Time (being 12:00
p.m. (SA time) on Friday, 26 July
2019 (or such earlier date and/or time as may be required in
terms of their mandate with their CSDP or Broker).
Where a DWT withholding applies, the regulated intermediary will
or may, amongst other things, (i) debit a Scheme Participant's
account with the amount of the DWT, (ii) and/or withhold (and
dispose of), from the Scheme Consideration due to a Scheme
Participant, New Mondi plc Shares (or a beneficial entitlement
thereto) to settle the DWT (and all taxes, withholdings, expenses,
fees and commissions incurred in connection with such sale), in
accordance with the agreements governing the relationship between a
Scheme Participant and its CSDP or Broker. For the purposes of such
withholding and disposal of the New Mondi plc Shares (or a
beneficial entitlement thereto) forming part of the Scheme
Consideration, for a Certificated Shareholder the number of New
Mondi plc Shares (or a beneficial entitlement thereto) withheld
from the Scheme Consideration due will be equal to such DWT rate
percentage plus an additional 5% and for Dematerialised
Shareholders will be a number (which may exceed 20%) of the
aggregate number of New Mondi plc Shares (or a beneficial
entitlement thereto) to which such Dematerialised Shareholder is
entitled, depending on the relevant CSDP and/or Broker. The
withheld New Mondi plc Shares (or a beneficial entitlement thereto)
may in whole or in part be sold together with other New Mondi plc
Shares (or a beneficial entitlement thereto) withheld by the CSDP
and/or Broker, and/or other CSDPs and/or Brokers and/or Mondi
Limited and/or Mondi plc, in connection with DWT under the Scheme
and, in such instance, the average price realised on such
aggregated sale/s (less all taxes, withholdings, expenses, fees and
commissions incurred in connection with such sale) will be applied
to settle the DWT and the balance (if any) credited to the relevant
Scheme Participant (it being anticipated that such sales and
crediting will be complete within 10 Business Days after the
admission of the New Mondi plc Shares to the JSE and commencement
of dealings in the New Mondi plc Shares on the JSE).
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.
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
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
Mondi Limited Scheme Circular or the Mondi plc 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 Scheme
Circular and the 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 Scheme Circular and the Mondi
plc Circular may be obtained, without charge, from the Group’s
website at www.mondigroup.com.