MONDI PLC: Annual Financial Report

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)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI 
As part of the dual listed company structure, Mondi Limited and Mondi plc
(together `Mondi Group') notify both the JSE Limited and the London Stock
Exchange of matters required to be disclosed under the Listings Requirements of
the JSE Limited and/or the Disclosure and Transparency and Listing Rules of the
United Kingdom Listing Authority. 
Capitalised terms not defined in this announcement shall bear the meanings
ascribed to such terms in the Notices of the Annual General Meetings of Mondi
Limited and Mondi plc that have been issued and posted to Mondi Group
shareholders today, 26 March 2013. 
26 March 2013 
POSTING OF INTEGRATED REPORT AND NOTICE OF ANNUAL GENERAL MEETINGS OF MONDI
LIMITED AND MONDI plc AND PROPOSED ODD-LOT OFFER 
The Annual General Meeting of Mondi Limited will be held at 11:30 (SA time) on
Friday 3 May 2013 at the Hyatt Regency, 191 Oxford Road, Rosebank, Johannesburg
2132, South Africa. Pursuant to the dual listed company structure, the parallel
Annual General Meeting of Mondi plc will be held at 10:30 (UK time) on Friday 3
May 2013 at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ, United
Kingdom. 
The Mondi Group Integrated report and financial statements 2012 and the Notices
of the Annual General Meetings of Mondi Limited and Mondi plc have been issued
and posted to Mondi Group shareholders today, 26 March 2013. The audited
combined and consolidated financial statements reported in the Integrated
report and financial statements 2012 do not contain any material changes from
the results published in the Mondi Group's preliminary statement (which were
audited by Deloitte & Touche and Deloitte LLP) issued on 21 February 2013. 
The combined and consolidated financial statements reported in the Mondi Group
Integrated report and financial statements 2012 for the year ended 31 December
2012 were audited by Deloitte & Touche and Deloitte LLP. Their unqualified
audit reports are included in the integrated report and financial statements
2012 and are available for inspection at the registered offices of Mondi
Limited and Mondi plc. 
The following documents have been submitted to the National Storage Mechanism
and will shortly be available for inspection at: www.Hemscott.com/nsm.do 
* Mondi Group Integrated report and financial statements 2012 


      * Mondi plc Notice of Annual General Meeting 2013
      * Mondi plc Form of Proxy for 2013 Annual General Meeting


The Mondi Group Integrated report and financial statements 2012 and the Notices
of the Annual General Meetings of Mondi Limited and Mondi plc are also
available on the Mondi Group web site at: www.mondigroup.com 
PROPOSED ODD-LOT OFFER 
 1. Introduction 
As part of the business of the Annual General Meetings of Mondi Limited and
Mondi plc, the board of directors of each of Mondi Limited and Mondi plc (the
Directors) are seeking authority from the holders of the issued ordinary share
capital of Mondi Limited and of Mondi plc (Ordinary Shares)(Shareholders), to
grant them authority to implement an odd-lot offer (Odd-lot Offer) at any time
within 18 months from the date of the Annual General Meetings. 
The actual timing for, and implementation of, the proposed Odd-lot Offer will
be decided by the Directors and will be at their sole discretion. 
 2. Rationale for the Odd-lot Offer 
Pursuant to the Odd-lot Offer, holders of less than 100 Ordinary Shares in
Mondi plc and holders of less than 100 Ordinary Shares in Mondi Limited
(collectively, Odd-lot Holders) will be given the option to sell their holdings
(Odd-lots) to Mondi plc or, in the case of Mondi Limited, to Mondi Limited, the
Mondi Share Incentive Schemes Trust Trustees or a subsidiary of Mondi Limited
(as determined by Mondi Limited), as appropriate. Odd-lot Holders who do not
expressly elect to retain their Odd-lots will participate in the Odd-lot Offer
and their Odd-lots will be sold to Mondi plc or, in the case of Mondi Limited,
to Mondi Limited, the Mondi Incentive Schemes Trust Trustees or a subsidiary of
Mondi Limited (as determined by Mondi Limited), as appropriate. 
The rationale for seeking the authority to implement an Odd-lot Offer is that
Mondi has an unusually large number of Shareholders for a group of its size,
with a total of more than 67,800 Shareholders across the Mondi Limited and
Mondi plc share registers. Of this number approximately 77.5% hold fewer than
100 Ordinary Shares, which represents 0.14% of the total number of Ordinary
Shares in issue. The Directors attribute the relatively large number of
Shareholders to Mondi's history, which includes a demerger from Anglo American
plc in 2007. The recurring costs of administration resulting from the
relatively large number of Shareholders (for example, the costs of printing and
distributing financial statements, circulars and notices) affect Shareholders
of the Mondi Group as a whole. The Odd-lot Offer will enable Mondi to identify
active Shareholders and to repurchase the holdings of those Shareholders who
hold less than 100 Ordinary Shares and who do not expressly elect to retain
their Ordinary Shares, and thereby reduce overall administration costs. The
Odd-lot Offer will also enable holders of relatively small numbers of Ordinary
Shares in Mondi to exit their shareholding in a cost-effective manner, without
incurring transaction costs such as transfer fees, brokerage fees and
securities transfer tax, and at a 5% premium to the volume weighted average
market price for the five trading days prior to the date on which the Odd-lot
Offer is announced. 
 3. Effect on share capital 
If Mondi were to implement an Odd-lot Offer immediately after the Annual
General Meeting, based on the holdings of Odd-lots as at 4 March 2013, the
maximum number of Ordinary Shares that could be purchased pursuant to such an
Odd-lot Offer would be 257,798 (0.22%) of the Mondi Limited Ordinary Shares and
440,796 (0.12%) of the Mondi plc Ordinary Shares. 
Mondi Limited 
Any Mondi Limited Ordinary Shares acquired by the Mondi Incentive Schemes Trust
Trustees or a subsidiary of Mondi Limited, as determined by Mondi Limited,
pursuant to the Odd-lot Offer will not be cancelled in respect of the Mondi
Limited share register. Accordingly, any acquisition of Mondi Limited Ordinary
Shares pursuant to the Odd-lot Offer, if effected by the Mondi Incentive
Schemes Trust Trustees or a subsidiary of Mondi Limited, as determined by Mondi
Limited, will have no effect on the issued Ordinary Share capital of Mondi
Limited. 
Mondi plc 
Any Mondi plc Ordinary Shares acquired by Mondi plc pursuant to the Odd-lot
Offer will not be cancelled and will instead be held in treasury by Mondi plc.
The current proposal is that, following the Odd-lot Offer, these treasury
shares may then be acquired by the Mondi Employee Share Trust Trustees in
respect of the Mondi plc share register and the Mondi plc South African branch
share register. Accordingly, any buyback of Mondi plc Ordinary Shares by Mondi
plc pursuant to the Odd-lot Offer will have no effect on the issued Ordinary
Share capital of Mondi plc. 
 4. Financial effects 
It is anticipated that any Odd-lot Offer that is announced by the Directors and
any potential acquisition of Ordinary Shares pursuant to such Odd-lot Offer
will not have a significant effect on earnings, headline earnings per Ordinary
Share, net asset value or tangible net asset value per Ordinary Share of either
Mondi Limited or Mondi plc. 
 5. Salient terms of the proposed Odd-lot Offer 
Shareholders who are Odd-lot Holders on the First Record Date (being 12 April
2013) and who remain Odd-lot Holders on the Second Record Date (being the
record date announced by the Directors when the Odd-lot Offer is declared) will
be entitled to participate in the Odd-lot Offer in respect of their Odd-lots.
Shareholders who become Odd-lot Holders between the First Record Date and the
Second Record Date will not be entitled to participate in the Odd-lot Offer. 
Odd-lot Holders will be those Shareholders who: 
 i. are recorded on either the Mondi Limited share register, Mondi plc share 


    register or the Mondi plc South African branch share register as holding,
    in aggregate, less than 100 Ordinary Shares in each of Mondi Limited and/or
    Mondi plc on the First Record Date and the Second Record Date; or
    ii. in relation to the Mondi Limited share register and Mondi plc South African
    branch share register only, hold a beneficial interest in less than 100
    Ordinary Shares through a member where such member holds such Ordinary
    Shares as a nominee in accordance with the rules and procedures of Strate
    (and that holding is recorded as such in the relevant beneficial
    Shareholder records maintained by a CSDP or broker) on the First Record
    Date and the Second Record Date.


Holdings of Ordinary Shares either (i) in certificated and uncertificated form
or (ii) on different registers will be treated as separate holdings for the
purposes of determining whether Shareholders will be entitled to participate in
the Odd-lot Offer. Therefore, Shareholders that hold less than 100 Mondi plc
Ordinary Shares and less than 100 Mondi Limited Ordinary Shares may participate
in both the Mondi plc and Mondi Limited portion of the Odd-lot Offer. 
Persons who are direct clients of CSDPs or brokers and are either registered
Shareholders or hold their Ordinary Share interests directly through a Strate
approved nominee and are recorded as holding less than 100 Ordinary Shares on
the records maintained by such CSDPs or brokers will be entitled to participate
in the Odd-lot Offer. Persons who are not recorded directly on the records
maintained by such CSDPs or brokers and are neither registered Shareholders nor
hold their Ordinary Share interests directly through a Strate approved nominee,
but who may otherwise hold a beneficial interest in Ordinary Shares indirectly
through such CSDPs or brokers, will not be entitled to participate in the
Odd-lot Offer. 
Under the terms of the Odd-lot Offer Mondi Limited Odd-lot Holders will be
able: 
 i. by making no election, to have their Ordinary Shares acquired by Mondi 


    Limited, or the Mondi Incentive Schemes Trust Trustees or a subsidiary of
    Mondi Limited, as determined by Mondi Limited, at the Offer Price (this
    being the default election for those Odd-lot Holders that do not respond to
    the Odd-lot Offer); or
    ii. to expressly elect to retain their shareholding.
    Under the terms of the Odd-lot Offer Mondi plc Odd-lot Holders will be able:

 i. by making no election, to have their Ordinary Shares bought back by Mondi
    plc under the terms of section 694 of the UK Companies Act at the Offer
    Price (this being the default election for those Odd-lot Holders that do
    not respond to the Odd-lot Offer); or
    ii. to expressly elect to retain their shareholding.


However, for Shareholders who are recorded on the Mondi plc share register, due
to the constraints of the CREST system, Odd-lot Holders who hold their Ordinary
Shares, either directly or via a nominee, in CREST will not have their Ordinary
Shares acquired unless they rematerialise their Ordinary Shares by the Second
Record Date and do not elect to retain their holding of Odd-lots. 
Repurchases of Odd-lots from Shareholders in Mondi plc will be made pursuant to
a specific shareholder authority. 
6. Offer Price 
If an Odd-lot Offer is made by Mondi Limited, the Offer Price will in the case
of Mondi Limited Ordinary Shares held on the Mondi Limited share register, be
at a 5% premium to the volume weighted average price of Mondi Limited Ordinary
Shares traded on the JSE over the five trading days prior to the date on which
the Offer Price is finalised, as determined by the Directors. 
If an Odd-lot Offer is made by Mondi plc, the Offer Price will: 
 i. in the case of Mondi plc Ordinary Shares held on the Mondi plc share 


    register, be at a 5% premium to the volume weighted average price of Mondi
    plc Ordinary Shares traded on the London Stock Exchange over the five
    trading days prior to the date on which the Offer Price is finalised; and
    ii. in the case of Mondi plc Ordinary Shares held on the Mondi plc South
    African branch share register, be at a 5% premium to the volume weighted
    average price of Mondi plc Ordinary Shares traded on the JSE over the five
    trading days prior to the date on which the Offer Price is finalised,
    in each case as determined by the Directors.

Mondi plc Odd-lot Holders recorded on the UK share register will be paid in
Pounds Sterling or Euros, dependent upon any currency election already made.
Mondi Limited Odd-lot Holders and Mondi plc Odd-lot Holders recorded on the
South African branch register will be paid in Rand.

The Offer Price will be published on SENS and on a RIS on the day it is
finalised.

 7. Salient Dates and Times


The salient dates and times in respect of the Annual General Meetings and for
the purposes of participation in the proposed Odd-lot Offer are as follows: 
Event                                                                 2013 
                                                                      
Posting of circulars and Notices of Annual                Tuesday 26 March
General Meetings of Mondi Limited and Mondi plc,                          
on                                                                         
                                                                      
First last day to trade in Mondi Limited Ordinary           Friday 5 April
Shares and Mondi plc Ordinary Shares on the JSE                           
in order to participate in the proposed Odd-lot                           
Offer, on                                                                  
                                                                      
First last day to trade in Mondi plc Ordinary              Tuesday 9 April
Shares on the LSE in order to participate in the                          
proposed Odd-lot Offer, on                                                 
                                                                      
First Record Date in order to participate in the           Friday 12 April
proposed Odd-lot Offer, on                                                 
                                                                      
Last day for the submission of proxy forms for            Tuesday 30 April
the Mondi Limited Annual General Meeting at 11:                           
30am (SA time) on                                                          
                                                                      
Last day for the submission of proxy forms for             Wednesday 1 May
the Mondi plc Annual General Meeting at 10:30am                           
(UK time) on                                                               
                                                                      
Annual General Meeting of Mondi Limited at 11:                Friday 3 May
30am (SA time) on                                                          
                                                                      
Annual General Meeting of Mondi plc at 10:30am                Friday 3 May
(UK time)                                                                  
Notes: 
 i. These dates and times are subject to change. Any material changes will be 


    published on SENS and a RIS.
    ii. Mondi Limited Shareholders and Mondi plc South African branch share
    register Shareholders should note that share certificates may not be
    dematerialised or rematerialised between Monday 8 April 2013 and Friday 12
    April 2013, both days inclusive.


A detailed timetable, including the date of the Second Record Date, for the
implementation of the proposed Odd-lot Offer will be communicated to
Shareholders in the event that the proposed Odd-lot Offer is made. The
Directors shall be able to determine the details of such timetable at their
sole discretion. 
 8. Conditions Precedent 
The implementation of the proposed Odd-lot Offer is subject to the passing of
relevant resolutions to be proposed at the Annual General Meetings of Mondi
Limited and of Mondi plc, including resolutions to: 
 i. authorise the Directors of Mondi Limited to make and implement the Odd-lot 


    Offer at any time during the 18 month period after the date of the Annual
    General Meeting;
    ii. specifically authorise Mondi Limited, or the Mondi Incentive Schemes Trust
    Trustees or a subsidiary of Mondi Limited, as determined by Mondi Limited,
    to acquire the Ordinary Shares of Shareholders holding less than 100 Mondi
    Limited Ordinary Shares pursuant to the Odd-lot Offer, who do not make an
    express election to retain such Ordinary Shares;
    iii. approve the amendments to the Mondi plc Articles of Association to give
    Mondi plc the ability to facilitate an Odd-lot Offer in respect of Mondi
    plc Ordinary Shares subject to the Mondi plc shareholders passing an
    ordinary resolution to give specific authority of any Odd-lot Offer;
    iv. authorise the Directors of Mondi plc to make and implement the Odd-lot
    Offer at any time during the 18 month period after the date of the Annual
    General Meeting; and
     v. authorise Mondi plc to make an off-market repurchase of Ordinary Shares in
    Mondi plc on the terms of the Purchase Contract in accordance with section
    694 of the UK Companies Act in order to implement the Odd-lot Offer.
     9. Directors' Recommendation


The boards of Mondi Limited and Mondi plc consider that the Odd-lot Offer would
be in the best interests of Mondi Limited and Mondi plc and Shareholders of
Mondi Limited and Mondi plc as a whole and unanimously recommend that
Shareholders of Mondi plc vote in favour of resolutions 24, 25, 35, 36 and 37
to be proposed at the Annual General Meetings of Mondi Limited and Mondi plc to
be held on Friday 3 May 2013. 
Carol Hunt 
Company Secretary, Mondi plc 
Tel: +44 (0)1932 826300 
Philip Laubscher 
Company Secretary, Mondi Limited 
Ends 
About Mondi 
Mondi is an international packaging and paper Group, with production operations
across 30 countries and revenue of €5.8 billion in 2012. The Group's key
operations are located in central Europe, Russia and South Africa and as at the
end of 2012, Mondi employed 25,700 people. 
Mondi Group is fully integrated across the packaging and paper value chain,
from the growing of wood and the production of pulp and paper (packaging paper
and uncoated fine paper), to the conversion of packaging paper into corrugated
packaging, industrial bags, extrusion coatings and release liner. Mondi is also
a supplier of innovative consumer packaging solutions, advanced films and
hygiene products components. 
Mondi Group 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. The Group was also
included in the Carbon Disclosure Project's (CDP) FTSE 350 Carbon Disclosure
Leadership Index (CDLI) for the third year and in CDP's FTSE 350 Carbon
Performance Leadership Index (CPLI) for the first time in 2012. 
Sponsor in South Africa: UBS South Africa (Pty) Ltd 
END 
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