Further re Mondi offer for minority interest in...
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)
(Registration number: 6209386)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI
2 April 2012
As part of the dual listed company structure, Mondi Limited and Mondi plc
(together "Mondi Group") notify both the JSE Limited ("JSE") and the London
Stock Exchange of matters required to be disclosed under the JSE Listings
Requirements and/or the Disclosure Rules and Transparency Rules and/
or the Listing Rules of the United Kingdom Listing Authority.
Mondi Group increases its offer price for the minority interest in Mondi
Swiecie S.A. to PLN72 per share
Mondi Group today announced that it has increased the price of its all cash
public tender offer ("Offer") for the 17 million shares representing 34% of the
share capital of Mondi Swiecie S.A. ("Mondi Swiecie") that it does not already
own to PLN72.00 (EUR17.34) per share, from its initial offer ("Initial Offer")
made on 16 February 2012 of PLN69.00 (EUR16.62) per share.
The Offer represents a premium of 4.3% over the Initial Offer and a premium of
2.9% over the closing price on 30 March. Under the Offer, the implied equity
value of the whole of Mondi Swiecie is PLN3.6bn (EUR867m) and represents an EV/
EBITDA multiple of approximately 5.8x and a P/E multiple of approximately 9.1x
for 2011.
The Offer is expected to be concluded in mid April 2012. Full acceptance of the
Offer would result in an aggregate cash consideration payable by the Mondi
Group on closing of PLN1.2bn (EUR295m).
Except as described above, there has been no change concerning the terms of the
Initial Offer and no other new matter has arisen in relation to this
transaction since announcement of the Initial Offer.
In accordance with the provisions of the JSE Listings Requirements, the
unaudited pro forma financial effects set out below are included for the
purpose of illustrating the effects of a full acceptance of the Offer on Mondi
Group's underlying earnings, basic earnings from continuing operations, basic
earnings from continuing and discontinued operations, headline earnings, net
asset value and tangible net asset value per ordinary share, for the year ended
31 December 2011 as if such transaction had occurred on 1 January 2011 for
income statement purposes and 31 December 2011 for statement of financial
position purposes. These unaudited pro forma financial effects are the
responsibility of the directors and have been prepared in accordance with the
guidelines issued by the South African Institute of Chartered Accountants.
These unaudited pro forma financial effects are presented for illustrative
purposes only and because of their nature, may not give a fair reflection of
Mondi Group's financial position nor the effect on future earnings following
the acquisition:
Per Mondi Ordinary Share Before After Percentage
(Euro cents) Acquisition 3 Acquisition 4 Change
Underlying earnings 1 68.1 73.3 7.6
Basic earnings from continuing 57.5 62.7 9.0
operations
Basic earnings from continuing and 66.1 71.3 7.9
discontinued operations
Headline earnings 2 69.9 75.2 7.6
Diluted underlying earnings 1 67.3 72.5 7.7
Diluted earnings from continuing 56.8 62.0 9.2
operations
Diluted earnings from continuing and 65.3 70.5 8.0
discontinued operations
Diluted headline earnings 2 69.1 74.3 7.5
Net asset value 6.30 5.69 (9.7)
Tangible net asset value 5.80 5.19 (10.5)
Notes:
1. Underlying earnings per share excludes the impact of special items.
2. The presentation of headline earnings per share is mandated under JSE
listings requirements. Headline earnings has been calculated in accordance with
Circular 3/2009, "Headline Earnings", as issued by the South African Institute
of Chartered Accountants.
3. The Group financial information has been extracted, without adjustment, from
the Group's audited results for the year ended 31 December 2011.
4. The adjustments to earnings, on the basis that the acquisition had occurred
on 1 January 2011 for income statement purposes and 31 December 2011 for
statement of financial position purposes, include the following main items:
- The exclusion of the non-controlling interest charge in respect of Mondi
Swiecie
- The estimated finance charges associated with the financing of the
consideration
- Assumed taxation rate of 26.25%
Net asset value and tangible net asset value, on the basis that the acquisition
had occurred on 1 January 2011 for income statement purposes and 31 December
2011 for statement of financial position purposes, are reduced by the estimated
consideration of EUR295 million.
/ends
Contact:
Mondi Group
Lora Rossler
Group Corporate Affairs Manager
Tel: +27 (0)31 451 2111 or +27 (0)83 627 0292
E-mail: lora.rossler@mondigroup.co.za
Kerry Crandon
Group Communications Manager
Tel: +27 (0)11 994 5425 or +27 (0)83 389 3738
E-mail: kerry.crandon@mondigroup.com
Andrew King
Group CFO
Tel: +27 (0)11 994 5415 or +27 (0)82 870 8100
E-mail: andrew.king@mondigroup.com
Editors' notes
About Mondi:
Mondi is an international paper and packaging Group, with production operations
across 28 countries and revenues of €5.7 billion in 2011. The Group's key
operations are located in central Europe, Russia and South Africa and as at the
end of 2011, Mondi employed 23,400 people.
Mondi is fully integrated across the paper and packaging process, from the
growing of wood and the manufacture of pulp and paper (including recycled
paper), to the conversion of packaging papers into corrugated packaging,
industrial bags and coatings.
The Group is principally involved in the manufacture of packaging paper,
converted packaging products and uncoated fine paper (UFP).
Mondi 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. Mondi was also included
in the FTSE350 Carbon Disclosure Leadership Index for the second year.
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