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.
FOR
IMMEDIATE RELEASE.
19 December 2023
Publication
of Circular and Notice of General Meeting relating to a proposed
Special Dividend and associated Share
Consolidation
Mondi plc
("Mondi"
or the "Company")
is pleased to announce that, following the announcement made on
7 December 2023 that it intended to
return the net proceeds from the sale of all the Group's Russian
assets, which include both Mondi Syktyvkar sold in October 2023 and the three converting operations
sold in June 2023, amounting to
approximately €775 million, by way of a special dividend, a
circular setting out the full details of the proposed Special
Dividend and associated Share Consolidation and related matters
(the "Circular")
has been published today.
The
Circular outlines that, in line with previous announcements, the
Company intends to return approximately €775 million to
Shareholders by way of a proposed Special Dividend of €1.60 per
Existing Ordinary Share in the capital of the Company. In addition,
in order to maintain the comparability, so far as possible, of the
Company's share price before and after the Special Dividend, it is
proposed that the Special Dividend be accompanied by a Share
Consolidation resulting in Shareholders receiving 10 New Ordinary
Shares for every 11 Existing Ordinary Shares that they
hold.
The
Special Dividend and the Share Consolidation require the approval
of Shareholders to be implemented by the Company. Accordingly, the
Circular contains further details of these matters and incorporates
a notice convening a General Meeting of Shareholders to be held at
Mercedes-Benz World, Brooklands Drive, Weybridge, KT13 0SL,
United Kingdom at 12:00 p.m. (UK time) on 15
January 2024, with the option to participate (but not vote)
electronically, where the Resolutions pertaining to the Special
Dividend and Share Consolidation will be proposed to Shareholders
for consideration and vote.
Capitalised
terms used but not otherwise defined in this announcement have the
same meaning given to them in the Circular.
Special
Dividend
Assuming
that the conditions described below are satisfied, the Board is
proposing to pay the Special Dividend in euro to Shareholders on
the Register as at 5:00 p.m. (SA
time) on 26 January 2024 (in respect
of Shareholders on the South African Branch Register) and as at
6:00 p.m. (UK time) on 26 January 2024 (in respect of Shareholders on
the UK Register), subject to the exceptions below (as described in
the Circular).
An
equivalent amount in pound sterling will be paid to Shareholders on
the UK Register as at 6:00 p.m. (UK
time) on 26 January 2024 that are
resident in the UK, except that:
-
any such
Shareholder resident in the UK may elect to receive their Special
Dividend in euro; and
-
any such
Shareholder resident outside the UK may elect to receive their
Special Dividend in pound sterling.
An
equivalent amount in South African rand will be paid to
Shareholders appearing on the South African Branch Register as at
5:00 p.m. (SA time) on 26 January 2024.
As the
Company operates a Dividend Reinvestment Plan ("DRIP"),
eligible Shareholders may have their Special Dividend reinvested in
additional Ordinary Shares in the Company. The eligibility
requirements, election periods and other pertinent details
regarding the DRIP are set out in the Circular.
The
Special Dividend is subject to the approval of the Shareholders at
the General Meeting. It is also conditional on: (i) the approval by
the Shareholders of the Share Consolidation; and (ii) Admission in
respect of the New Ordinary Shares taking place by or as soon as
practicable after 8:00 a.m. (UK time)
on 29 January 2024 on the premium
segment of the Official List and the main market of the London
Stock Exchange and by or as soon as practicable after 9:00 a.m. (SA time) on 29
January 2024 on the main board of the JSE.
Share
Consolidation
Assuming
that the conditions described below are satisfied, the effect of
the Share Consolidation will be to reduce the number of Ordinary
Shares in issue by approximately the same percentage of the market
capitalisation as is proposed to be returned via the Special
Dividend. Therefore, the market price of each Ordinary Share in the
Company is intended to remain at a broadly similar level following
the Special Dividend and the Share Consolidation.
As all
Existing Ordinary Shares will be consolidated, while each
Shareholder will hold fewer Ordinary Shares following the Share
Consolidation, each Shareholder will still hold the same proportion
of the Company's Ordinary Share capital (i.e. the total number of
Ordinary Shares in issue) after the Share Consolidation as
immediately before (subject to any fractional entitlements, which
will be dealt with in the manner described in the Circular).
Although the New Ordinary Shares will have a different nominal
value (being €0.22 each) to the Existing Ordinary Shares, they will
be traded on the London Stock Exchange and the JSE in the same way
as the Existing Ordinary Shares and will carry the same rights
under the Articles to the Existing Ordinary Shares. The Share
Consolidation will apply to Shareholders on the Register as at
5:00 p.m. (SA time) on 26 January 2024 (in respect of Shareholders on
the South African Branch Register) and as at 6:00 p.m. (UK time) on 26
January 2024 (in respect of Shareholders on the UK
Register).
The Share
Consolidation is subject to the approval of Shareholders at the
General Meeting. It is also conditional on: (i) the approval of the
Shareholders of the Special Dividend; and (ii) it becoming
unconditional that Admission in respect of the New Ordinary Shares
will take place by or as soon as practicable after 8:00 a.m. (UK time) on 29
January 2024 on the premium segment of the Official List and
main market of the London Stock Exchange and by or as soon as
practicable after 9:00 a.m. (SA time)
on 29 January 2024 on the main board
of the JSE.
Additional
resolutions
At the
General Meeting, approval by Shareholders will also be sought to
amend the annual authorities to enable the Company to make market
purchases of its own shares, as well as to allot New Ordinary
Shares and to disapply pre-emption rights, to cover the period
between the date of the General Meeting and the 2024 AGM. These
additional authorisations are conditional on the approval by
Shareholders of the Special Dividend and the Share Consolidation,
as well as Admission in respect of the New Ordinary Shares taking
place by or as soon as practicable after 8:00 a.m. (UK time) on 29
January 2024 on the premium segment of the Official List and
main market of the London Stock Exchange and by or as soon as
practicable after 9:00 a.m. (SA time)
on 29 January 2024 on the main board
of the JSE. Further details of these additional Resolutions are set
out in the Circular.
Expected
timetable
The
expected timetable for the General Meeting, the Special Dividend
and Share Consolidation is set out below:
Publication, mailing and General
Meeting
|
|
Publication
of the Circular, including the Notice of General Meeting
|
19
December 2023
|
Latest
time and date for receipt of Forms of Proxy and CREST Proxy
Instructions and proxy appointments via the Proxymity platform from
Shareholders
|
12:00 p.m.
on 11 January 2024
|
Record
time and date for entitlement of Shareholders on South African
Branch Register to vote at the General Meeting
|
5:00 p.m.
(SA time) on 11 January 2024
|
Record
time and date for entitlement of Shareholders on UK Register to
vote at the General Meeting
|
6:30 p.m.
on 11 January 2024
|
General
Meeting
|
12:00 p.m.
on 15 January 2024
|
Last date
for transfers between the UK Register and South African Branch
Register
|
19 January
2024
|
|
|
Principal events for Shareholders on the UK
Register
|
|
Latest
time for dealings in Existing Ordinary Shares on the London Stock
Exchange
|
4:30 p.m.
on 26 January 2024
|
Record
time and date for Shareholders on the UK Register for entitlement
to the Special Dividend and for the Share Consolidation
|
6:00 p.m.
on 26 January 2024
|
Deadline
for currency elections in respect of Special Dividend
|
26 January
2024
|
Effective
date for the Share Consolidation
|
29 January
2024
|
Ordinary
Shares marked ex-Special Dividend on the London Stock
Exchange
|
8:00 a.m.
on 29 January 2024
|
Commencement
of dealings in New Ordinary Shares on the London Stock Exchange
(after the Share Consolidation)
|
8:00 a.m.
on 29 January 2024
|
CREST
accounts credited with New Ordinary Shares (after the Share
Consolidation)
|
29 January
2024
|
Exchange
rate set (EUR/GBP) in respect of Special Dividend
|
1 February
2024
|
Despatch
of share certificates in respect of New Ordinary Shares by the UK
Registrar
|
As soon as
practicable after 29 January and no later than 12 February
2024
|
Despatch
of cheques in respect of fractional entitlements and crediting of
CREST in respect of fractional entitlements
|
12
February 2024
|
Payment of
the Special Dividend to Shareholders (by CREST payment, bank
account transfer or by cheque)
|
13
February 2024
|
|
|
|
|
Principal events for Shareholders on the South African
Branch Register
|
Exchange
rate set (EUR/ZAR) in respect of Special Dividend
|
11:00 a.m.
(SA time) on 19 December 2023
|
Last date
to trade for Shareholders on the South African Branch Register for
entitlement to vote at the General Meeting
|
8 January
2024
|
Finalisation
Date
|
11:00 a.m.
(SA time) on 16 January 2024
|
Last day
to trade in Existing Ordinary Shares on the JSE
|
5:00 p.m.
(SA time) on 23 January 2024
|
Ordinary
Shares marked ex-Special Dividend and Share Consolidation on the
JSE, listing and commencement of trading of Ordinary Shares under
the new consolidated share capital structure with new ISIN
GB00BMWC6P49 on the JSE
|
9:00 a.m.
(SA time) on 24 January 2024
|
Publication
of SENS announcement on the cash value of fractional entitlements
to New Ordinary Shares pursuant to the Share
Consolidation
|
Before
11:00 a.m. (SA time) on 25 January 2024
|
Record
time and date for Shareholders on the South African Branch Register
for entitlement to the Special Dividend and for the Share
Consolidation
|
5:00 p.m.
(SA time) on 26 January 2024
|
Commencement
of dealings in New Ordinary Shares on the JSE under ISIN
GB00BMWC6P49
(after the Share Consolidation)
|
9:00 a.m.
(SA time) on 29 January 2024
|
CSDP
accounts credited with New Ordinary Shares through the Strate
System (after the Share Consolidation)
|
29 January
2024
|
Despatch
of share certificates in respect of New Ordinary Shares by the SA
Registrar
|
As soon as
practicable after 29 January and no later than 12 February
2024
|
Payment of
the Special Dividend to Shareholders (by bank account transfer) and
CSDP accounts credited in respect of Special Dividend
|
13
February 2024
|
|
|
Dividend
Reinvestment Plan
|
Record
date for participation in the Dividend Reinvestment Plan for the
Special Dividend and deadline for receipt of Dividend Reinvestment
Plan elections
|
26 January
2024
|
Commencement
of purchases of New Ordinary Shares for Dividend Reinvestment Plan
participants
|
From 13
February 2024
|
All
references to time in this announcement are to UK time unless
stated otherwise. If any of the times or dates above change, the
Company will give notice of the change by issuing an announcement
through a Regulatory Information Service and a Stock Exchange News
Service. Share certificates on the South African Branch Register
may not be dematerialised or rematerialised between 24 January 2024 and 26
January 2024, both dates inclusive, nor may transfers
between the UK Register and South African Branch Register take
place between 22 January 2024 and
26 January 2024, both dates
inclusive.
Unless the
counterparties specifically agree otherwise, in respect of trades
executed on the London Stock Exchange, a buyer of the Company's
Existing Ordinary Shares ahead of the date on which the Ordinary
Shares are marked ex-Special Dividend will assume the benefit to
the Special Dividend, and the relevant seller would need to pass
the benefit to the buyer, even if the seller is the recorded owner
at the relevant record time.
Availability
of the Circular
Printed
copies of the Circular will be posted as soon as reasonably
practicable after publication of this announcement to Shareholders
and any other person entitled to receive a copy (other than those
who have elected for, or who have been deemed to have elected for,
notification by electronic communication).
A copy of
the Circular and certain other documents in relation to the Share
Consolidation and Special Dividend are available for
inspection:
-
on the
"Investors" section of the Company's website at
www.mondigroup.com/investors; and
-
in
South Africa, at the registered
offices of the JSE Sponsor, during normal South African business
hours, and can be made available through a secure electronic manner
at the election of the person requesting inspection by emailing the
Company Secretary at GM.questions@mondigroup.com.
A copy of
the Circular (containing the Notice of General Meeting) has been
submitted to the National Storage Mechanism, where it will shortly
be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
-
END
-
Enquiries
Investors/analysts:
Fiona Lawrence
+44
7425 878 683
Mondi
Group Head of Investor Relations
Media:
Chris Gurney +44
7990 043 764
Mondi
Group Head of Corporate Communication
Richard Mountain (FTI Consulting) +44
7909 684 466
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.
Important
notices
Merrill
Lynch International, which is authorised in the UK by the
Prudential Regulation Authority and regulated in the UK by the FCA
and the Prudential Regulation Authority, is acting as financial
adviser and corporate broker, and Merrill Lynch South Africa
(Proprietary) Limited t/a BofA Securities ("MLSA")
is acting as JSE sponsor for the Company and for no one else in
connection with the Special Dividend and the Share Consolidation,
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Merrill Lynch
International or MLSA nor for providing advice in connection with
the Special Dividend, the Share Consolidation and/or any other
matters referred to in this announcement. None of Merrill Lynch
International, MLSA nor any of their affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of Merrill Lynch International or MLSA
in connection with this announcement, any statement contained
herein, the Special Dividend, the Share Consolidation or
otherwise.
This
announcement is not intended to, and does not constitute or form
part of, and should not be construed as, any offer, invitation,
solicitation or recommendation of an offer to purchase, sell,
subscribe for or otherwise dispose of or acquire any securities or
the solicitation of any vote or approval in any jurisdiction and
neither the issue of the information nor anything contained herein
shall form the basis of or be relied upon in connection with, or
act as an inducement to enter into, any investment activity. No
shares are being offered to the public by means of this
announcement. This announcement does not constitute either advice
or a recommendation regarding any securities, or purport to contain
all of the information that may be required to evaluate any
investment in the Company or any of its securities and should not
be relied upon to form the basis of, or be relied on in connection
with, any contract or commitment or investment decision whatsoever.
Past performance is not an indication of future results and past
performance should not be taken as a representation that trends or
activities underlying past performance will continue in the
future.
Shareholders
are advised to read the Circular and the Notice of General Meeting
(to be made available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism), which
contains the terms and conditions of the matters dealt with in this
announcement, with care and in full. Any decision to approve the
Special Dividend, the Share Consolidation and/or other matters
dealt with herein should be made only on the basis of the
information included in the Circular and the Notice of General
Meeting.
Any
Shareholder that is in doubt as to its position, including, without
limitation, any action required of them or their position in
connection with the Share Consolidation and Special Dividend
(including the DRIP), should consult an appropriate professional
adviser without delay.
The
Company does not accept any responsibility, and will not be held
liable, for any action of, or omission by, any CSDP, agent, broker,
legal adviser, accountant, banker, other financial intermediary or
other professional adviser including, without limitation, any
failure on the part of any CSDP, agent, broker, legal adviser,
accountant, banker, other financial intermediary or other
professional adviser of any beneficial owner of Ordinary Shares to
notify such beneficial owner of the matters dealt with in this
announcement or the Circular or to take any action on behalf of
such beneficial owner.
Shareholders
are advised to carefully read the Circular. Any response to the
Share Consolidation and Special Dividend (including the DRIP)
should be made only on the basis of the information in the
Circular. If you are in any doubt as to the action you should take,
you should consult your stockbroker, bank manager, solicitor,
accountant or other professional adviser authorised under the
Financial Services and Markets Act 2000 immediately, if you are in
the United Kingdom, or another
appropriately authorised independent professional adviser if you
are taking advice in a territory outside the United Kingdom.
The
release, publication or distribution of this announcement in
jurisdictions other than the United
Kingdom and South Africa
may be restricted by law and, therefore, any persons who are
subject to the laws of any jurisdiction other than the United Kingdom or South Africa should inform themselves about,
and observe, any applicable requirements. This announcement has
been prepared for the purposes of complying with English law, the
Listing Rules and the JSE Listings Requirements, and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of the
United Kingdom or South Africa.
This
announcement is being distributed to all Shareholders. A copy of
this announcement can be found on the "Investors" section of the
Company's website at www.mondigroup.com/investors.
Forward-looking
statements
This
announcement may include certain forward-looking statements,
beliefs or opinions, including statements with respect to the
Group's business, financial condition and results of operations.
These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
various or comparable terminology or by discussions of strategy,
plans, objectives, goals, future events or intentions. These
statements are made by the Directors in good faith based on the
information available to them at the date of this announcement and
reflect the Directors' beliefs and expectations. By their nature,
these statements involve risk and uncertainty because they relate
to events and depend on circumstances that may or may not occur in
the future. A number of factors could cause actual results and
developments to differ materially from those expressed or implied
by the forward-looking statements, including, without limitation,
developments in the global economy, changes in regulation and
government policies, spending and procurement methodologies,
currency fluctuations, or a failure in the Group's health, safety
or environmental policies.
No
representation or warranty is made that any of these statements or
forecasts will come to pass or that any forecast results will be
achieved. Forward-looking statements may, and often do, differ
materially from actual results. Any forward-looking statements in
this announcement speak only as of their respective dates, reflect
the Directors' current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations
and growth strategy. You should specifically consider the factors
identified in this announcement which could cause actual results to
differ before making any decision in relation to the Special
Dividend (including the DRIP) and the Share Consolidation. Subject
to the requirements of the FCA, the London Stock Exchange, the
Listing Rules, the Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation, the JSE, the JSE Listings Requirements
(and/or any regulatory requirements) or applicable law, the Company
explicitly disclaims any obligation or undertaking publicly to
release the result of any revisions to any forward-looking
statements in this announcement that may occur due to any change in
the Company's expectations or to reflect events or circumstances
after the date of this announcement.
No
statement in this announcement is or is intended to be a profit
forecast or to imply that the earnings of the Group for the current
or future financial years will necessarily match or exceed the
historical or published earnings of the Group.
Any
information contained in this announcement on the price at which
shares or other securities in the Group have been bought or sold in
the past, or on the yield on such shares or other securities,
should not be relied upon as a guide to future
performance.
None of
the forward-looking statements contained in this announcement have
been reviewed or reported on by external auditors or other experts
of the Company.