Mondi
plc
Incorporated in England and
Wales
Registered
number:
6209386
LEI: 213800LOZA69QFDC9N34
LSE share code: MNDI
ISIN:
GB00B1CRLC47
JSE share
code: MNP
15 January 2024
General Meeting results & finalisation
announcement
General
Meeting Results
The
purpose of this announcement is to advise shareholders of the
results of a General Meeting of Mondi plc held earlier today and,
in accordance with the JSE Listings Requirements, to provide
shareholders with finalisation information in relation to the
implementation of the Special Dividend and associated Share
Consolidation in accordance with the Circular.
All
resolutions were passed by shareholders by way of a poll and all
valid proxy votes were included in the poll. The Company's issued
share capital on 11 January 2024 (the
voting record date) was 485,553,780 ordinary shares of €0.20 each.
Overall in excess of 73% of shares were voted. The total
number of votes received on each resolution is as
follows:
Resolution
|
Votes
For
|
%
|
Votes
Against
|
%
|
Votes
Total
|
% of ISC
Voted
|
Votes
Withheld **
|
|
|
|
|
|
|
|
|
1. To
declare a special dividend
|
356,833,073
|
100.00
|
15,653
|
0.00
|
356,848,726
|
73.49%
|
87,271
|
2. To
approve the share
consolidation
|
354,747,912
|
99.83
|
594,687
|
0.17
|
355,342,599
|
73.18%
|
1,593,398
|
3. To
authorise the directors to
allot
relevant securities
|
328,823,596
|
92.17
|
27,951,594
|
7.83
|
356,775,190
|
73.48%
|
160,807
|
4. To
authorise the directors to disapply pre-emption rights*
|
325,253,231
|
91.15
|
31,576,014
|
8.85
|
356,829,245
|
73.49%
|
106,752
|
5. To
authorise Mondi plc
to
purchase its own shares*
|
313,016,563
|
87.79
|
43,536,250
|
12.21
|
356,552,813
|
73.43%
|
383,184
|
* Special
Resolutions
** A vote
withheld is not a vote in law and is not counted in the calculation
of the proportion of votes for or against a resolution.
All
resolutions have been submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Finalisation
Announcement
Following
the approval of the Special Dividend and the Share Consolidation by
Shareholders at the General Meeting, all conditions required to be
fulfilled to proceed to implementation of the Special Dividend and
Share Consolidation have been fulfilled.
Unless
otherwise defined, all capitalised terms have the same meanings as
defined in the circular published by the Company on 19 December 2023 (the "Circular").
The terms
and conditions and salient dates and times in relation to the
Special Dividend and Share Consolidation as set out in the Circular
and the announcements published by the Company on 19 December 2023 remain unchanged. The tax
considerations relating to the Special Dividend and the Share
Consolidation are included on pages 22 to 26 of the
Circular.
Shareholders
are advised to read the Circular (available on Mondi's
website
www.mondigroup.com/investors) which
contains the terms and conditions of the Special Dividend and Share
Consolidation, with care and in full. An electronic copy of the
Circular is available on the Company's website at
www.mondigroup.com/investors and can be
made available through a secure electronic manner at the election
of the person requesting inspection.
Fractional
Entitlements
The Share
Consolidation will replace every 11 Existing Ordinary Shares with
10 New Ordinary Shares. If an individual shareholding is not
exactly divisible by 11, the Shareholder in question will be left
with a fractional entitlement. Fractional entitlements arising from
the Share Consolidation will not be delivered to Shareholders but
will instead be aggregated and sold in the market, the proceeds of
which will be dealt with as outlined below:
(A)
Shareholders
on the UK Register
-
The net
proceeds of the sale, after the deduction of any expenses and/or
commission associated with such sale (including any related VAT),
will be paid in due proportion to the relevant
Shareholders.
-
Payment of
fractional entitlements (where applicable) is expected to be
effected on 12 February 2024. CREST
members will receive their fractional entitlement payment via their
CREST accounts. Shareholders on the UK Register who are not CREST
members will receive their payment by cheque.
(B)
Shareholders
on the South African Branch Register
-
In
South Africa, the cash sum equal
to its fractional entitlement will be calculated in accordance with
South African market requirements. The cash value in respect of
fractional entitlements to New Ordinary Shares shall be determined
by reference to the weighted average price of the New Ordinary
Shares on the JSE on 24 January 2024,
less 10 per cent. in accordance with the Listings
Requirements.
-
Details
regarding the payment of cash proceeds in respect of fractional
entitlements to New Ordinary Shares will be announced on SENS by
the Company before 11:00 a.m. (SA
time) on 25 January 2024.
Issuance
of shares
As stated
in the Circular, in order to effect the Share Consolidation, it is
necessary for the Company to issue three additional Ordinary Shares
of €0.20 each, so that the number of Existing Ordinary Shares is
exactly divisible by 11 and to ensure the Share Consolidation
results in a whole number of New Ordinary Shares following the
Share Consolidation.
The
Company confirms that applications will be made on or around
16 January 2024 for the admission of
three new Ordinary Shares to: (i) the premium listing segment of
the Official List of the Financial Conduct Authority of the
United Kingdom and to trading on
the London Stock Exchange's main market for listed securities; and
(ii) listing and trading on the main board of the JSE
("Admission").
These
three additional Ordinary Shares will be issued to the Company's
employee benefit trust, the Employee Share Trust, and will rank
equally with the existing issued Ordinary Shares of the
Company.
It is
expected that Admission will become effective on or around
19 January 2024 and that trading will
commence on the same day.
Following
the issue of the three additional Ordinary Shares, the total number
of Existing Ordinary Shares in issue will be 485,553,783. The
Company does not hold any shares in treasury. Therefore, the total
number of votes exercisable following the issue of the three
additional Ordinary Shares will be 485,553,783.
Jenny Hampshire
Company
Secretary
Mondi
plc
About
Mondi
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.
Legal
Notice
The
disclaimers, forward looking statements and important notices set
out in the long-form announcement published by the Company on
19 December 2023, in relation to the
publication of the Circular relating to a proposed Special Dividend
and associated Share Consolidation, are specifically incorporated
by reference into this announcement as if restated and repeated in
this announcement in full.