Mondi
plc
(Incorporated in England and
Wales)
(Registered
number:
6209386)
LEI: 213800LOZA69QFDC9N34
JSE share
code: MNP ISIN:
GB00B1CRLC47
LSE share
code: MNDI
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR
IMMEDIATE RELEASE.
Sunday
17 September 2023
Mondi
announces agreement to sell Mondi Syktyvkar
Mondi plc
(“Mondi” or the “Group”) today announces that it has entered into
an agreement to sell its last remaining facility in Russia, Joint Stock Company Mondi Syktyvkar,
together with two affiliated entities (together “Mondi Syktyvkar”
or the “Business”) to Sezar Invest LLC (“Sezar Invest”) for a total
cash consideration of RUB 80 billion
(approximately €775 million at the current exchange
rate)1 to
be paid in a series of instalments as set out below (the
“Disposal”).
Mondi
confirms that both the Russian Federation’s Federal Anti-Monopoly
Service and Government Sub-Commission for the Control of Foreign
Investments have approved the Disposal on the terms agreed between
Mondi and Sezar Invest. Mondi also confirms that it has been
informed that there are no further outstanding regulatory
conditions in respect of the Disposal.
The total
cash consideration of RUB 80 billion
will be paid to Mondi in RUB and in six monthly
instalments.
The first
four monthly payments will be for RUB 13.5
billion each, with the first payment made by the end of
September 2023.
Once the
first four monthly instalments have been paid to Mondi, expected to
be by the end of December 2023, the
Disposal will complete and ownership of Mondi Syktyvkar will
transfer to Sezar Invest and, accordingly, Mondi will have
completed its exit from Russia.
The final
RUB 26 billion will be paid in two
equal instalments in each of the two months post
completion.
These
payments will be secured by a letter of credit issued to Mondi
prior to completion.
It is
intended that the net proceeds from the Disposal will be
distributed to Mondi shareholders in a timely manner once all
instalments of the consideration are received.
The
Disposal constitutes a Class 2 transaction under the Listing Rules
and it is therefore not conditional on the approval of Mondi’s
shareholders.
Sezar
Invest is a subsidiary of Moscow
based real estate development company Sezar Group.
Mondi
Syktyvkar is a wholly owned integrated pulp, packaging paper and
uncoated fine paper mill located in Syktyvkar (Komi Republic). The
Business employs approximately 4,500 people and is a leading
provider of uncoated fine paper and containerboard to the domestic
Russian market. For the year ended 31
December 2022, Mondi Syktyvkar reported revenues of €1,085
million, EBITDA of €481 million and profit before tax of €453
million. As at 30 June 2023, the
gross assets of the Business were €1,107 million and its net assets
were €856 million.
1 Converted
at FX rate of 103
RUB/EUR
Enquiries
Investors/analysts:
Fiona Lawrence
+44
7425 878 683
Mondi
Group Head of Investor Relations
Media:
Kerry Cooper
+44
7881 455 806
Mondi
Group Communication Director
Richard Mountain (FTI Consulting) +44
7909 684 466
Rothschild
& Co (Financial Adviser to Mondi):
John Deans +44
207 280 5000
Neil Thwaites
Important
Notice
This
announcement is for information purposes only and does not
constitute a prospectus or prospectus equivalent document. Nothing
in this announcement shall constitute an offer or invitation to
underwrite, buy, subscribe, sell or issue of the solicitation of an
offer to buy, sell, acquire, dispose or subscribe for shares of any
other securities. Nothing in this announcement should be
interpreted as a term or condition of the Disposal.
The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. The
information in this announcement is subject to change.
N.M.
Rothschild & Sons Limited ("Rothschild & Co") is authorised
and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA") and
is acting exclusively for the Group and no one else in connection
with the contents of this document and any other matters referred
to in this document and will not regard any other person (whether
or not a recipient of this document) as a client in relation to any
other matters referred to in this document and will not be
responsible to anyone other than the Group for providing the
protections afforded to its clients, or for providing advice, in
relation to the contents of this document or any other matter or
arrangement referred to in this document.
Rothschild
& Co does not accept any responsibility whatsoever for the
contents of this document, including its accuracy, completeness or
verification, or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Group and/or
any other transaction or arrangement referred to herein. Rothschild
& Co accordingly disclaims, to the fullest extent permitted by
applicable law, all and any duty, liability, or responsibility
whatsoever whether arising in tort, contract or otherwise, which it
might otherwise have in respect of this document or any such
statement. No representation or warranty, express or implied, is
made by Rothschild & Co or any of its affiliates as to the
accuracy, completeness, verification or sufficiency of the
information set out in this document, and nothing in this document
will be relied upon as a promise or representation in this respect,
whether or not to the past or future, provided that nothing in this
paragraph shall seek to exclude or limit any responsibilities or
liabilities which may arise under the FSMA or the regulatory regime
established thereunder.
Forward-Looking
Statements
This
document includes forward-looking statements. All statements other
than statements of historical facts included herein, including,
without limitation, those regarding Mondi’s financial position,
business strategy, market growth and developments, expectations of
growth and profitability and plans and objectives of management for
future operations, 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 Mondi, 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 document regarding matters that
are not historical facts involve predictions and are based on
numerous assumptions regarding Mondi’s present and future business
strategies and the environment in which Mondi will operate in the
future. These forward looking statements speak only as of the date
on which they are made.
No
assurance can be given that such future results will be achieved;
various factors could cause actual future results, performance or
events to differ materially from those described in these
statements. Such factors include in particular but without any
limitation: (1) 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 Mondi’s
patents and other intellectual property rights and the availability
of capital on acceptable terms; (2) industry conditions, such as
strength of product demand, intensity of competition, prevailing
and future global market prices for Mondi’s products and raw
materials and the pricing pressures thereto, financial condition of
the customers, suppliers and the competitors of Mondi and potential
introduction of competing products and technologies by competitors;
and (3) general economic conditions, such as rates of economic
growth in Mondi’s principal geographical markets or fluctuations of
exchange rates and interest rates.
Mondi
expressly disclaims a) any warranty or liability as to accuracy or
completeness of the information provided herein; and b) any
obligation or undertaking to review or confirm analysts’
expectations or estimates or to update any forward-looking
statements to reflect any change in Mondi’s expectations or any
events that occur or circumstances that arise after the date of
making any forward-looking statements, unless required to do so by
the Disclosure Guidance and Transparency Rules, the UK Market Abuse
Regulation or applicable law or any regulatory body applicable to
Mondi, including the JSE Limited, the FCA and the LSE.
Any
reference to future financial performance included in this
announcement has not been reviewed or reported on by the Group’s
auditors.
Editor’s
notes
Mondi is a
global leader in packaging and paper, contributing to a better
world by making innovative solutions that are sustainable by
design. Our business is integrated across the value chain – from
managing forests and producing pulp, paper and films, to developing
and manufacturing sustainable consumer and industrial packaging
solutions using paper where possible, plastic when useful.
Sustainability is at the centre of our strategy, with our ambitious
commitments to 2030 focused on circular driven solutions, created
by empowered people, taking action on climate.
In 2022,
Mondi had revenues of €8.9 billion and underlying EBITDA of €1.8
billion from continuing operations, and employed 22,000 people
worldwide. Mondi has a premium listing on the London Stock Exchange
(MNDI), where the Group is a FTSE100 constituent, and also has a
secondary listing on the JSE Limited (MNP).
Sponsor in
South Africa: Merrill Lynch South
Africa Proprietary Limited t/a BofA Securities.