Half-yearly 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
8 August 2013
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 JSE Listings
Requirements and/or the Disclosure and Transparency and Listing Rules of the
United Kingdom Listing Authority.
Half-yearly results for the six months ended 30 June 2013
Financial highlights
* Underlying operating profit of €366 million, up 35%
* Underlying earnings of 49.4 euro cents per share, up 60%
* Cash generated from operations of €431 million, up 21%
* Interim dividend of 9.55 euro cents per share, up 7%
* ROCE of 14.8%, well in excess of through-the-cycle hurdle rate of 13%
Operational highlights
* Integration of acquisitions and related synergy targets on track
* Major capital projects on time and within budget
Financial summary
€ million, except for percentages and per share Six months Six months Six months
measures ended 30 ended 30 ended 31
June 2013 June 2012 December
(Restated) 2012
4 (Restated)
4
Group revenue 3,342 2,819 2,971
Underlying EBITDA1 554 437 490
Underlying operating profit1 366 272 302
Underlying profit before tax1 310 216 243
Operating profit 285 272 275
Profit before tax 229 222 146
Per share measures
Basic underlying earnings per share (€ cents) 49.4 30.9 38.3
Basic earnings per share (€ cents) 35.3 31.7 18.4
Interim dividend per share (€ cents) 9.55 8.90
Free cash flow per share2 (€ cents) 14.7 10.3 42.4
Cash generated from operations 431 355 494
Net debt 1,844 1,257 1,872
Group Return on Capital Employed (ROCE)3 (%) 14.8 13.4 13.6
Notes:
1 The Group presents underlying EBITDA, operating profit and profit before tax
as measures which exclude special items in order to provide a more effective
comparison of the underlying financial performance between reporting periods.
2 Free cash flow per share is net increase in cash and cash equivalents before
the effects of acquisitions and disposals of businesses and changes in net debt
and dividends paid divided by the net number of shares in issue at the end of
the reporting period.
3 ROCE is the 12 month rolling average underlying operating profit expressed as
a percentage of the average rolling 12 month capital employed, adjusted for
impairments and spend on strategic projects which are not yet in operation.
4 The Group has restated comparative information following the adoption of
revised IFRS standards relating to consolidations, joint ventures and employee
benefits. Full details of the restatements are set out in note 2 of the
half-yearly financial statements.
David Hathorn, Mondi Group chief executive, said:
"A strong operating performance and benefits derived from our strategic
acquisitions completed towards the end of the previous year have enabled Mondi
to deliver record financial results despite what remains a challenging economic
backdrop.
The strong profitability and relentless focus on performance is reflected in a
return on capital employed of 14.8%, which remains well above our
through-the-cycle hurdle rate of 13%.
A focus over the past six months has been on integrating and optimising the
significant acquisitions made towards the end of 2012 and executing the major
expansion projects initiated over the past eighteen months. I am pleased to
report that we continue to make good progress in this regard. The Group's major
expansion projects are progressing according to plan and remain within budget.
Some of the synergies identified at the time of the acquisitions have already
been achieved, and we remain on track to meet the previously announced synergy
targets. Just as important, we have made good progress in aligning
organisational culture, which sets the platform for the future success of the
combined business.
Looking forward, new industry capacity in the uncoated fine paper segment,
coupled with prevailing demand softness in Europe, may impact the supply/demand
balance in the short term. Furthermore, the second half will be impacted by the
Group's regular annual mill maintenance programmes.However, with the momentum
from the strong first half performance and the expected continuation of a good
pricing environment in the packaging grades, management remains confident of
delivering in line with its expectations."
Contact details
Mondi Group
David Hathorn +27 11 994 5418
Andrew King +27 11 994 5415
Lora Rossler +27 83 627 0292
Kerry Crandon +27 83 389 3738
FTI Consulting
Richard Mountain +44 20 7269 7186
Sophie McMillan +44 20 7909 684 466
Lerato Matsaneng +27 11 214 2421
Conference call dial-in and audio cast details
Please see below details of our dial-in conference call and audio cast that
will be held at 10:00 (UK) and 11:00 (SA).
The conference call dial-in numbers are:
South Africa 0800 200 648 (toll-free)
UK 0808 162 4061 (toll-free)
Europe & Other +800 246 78 700 (toll-free) or +27 11 535 3600
An online audio cast facility will be available via: www.mondigroup.com/
HYResults13.
The presentation will be available online via the above website address an hour
before the audio cast commences. Questions can be submitted via the dial-in
conference call or by e-mail via the audio cast.
Should you have any issues on the day with accessing the dial-in conference
call, please call +27 11 535 3600.
Should you have any issues on the day with accessing the audio cast, please
e-mail mondi@kraftwerk.co.at and you will be contacted immediately.
An audio recording of the presentation will be available on Mondi's website
during the afternoon of 8 August 2013.
Capital Markets Day
On 2 September 2013 Mondi will host a Capital Markets Day for investors and
analysts in London, where executive directors David Hathorn, Andrew King and
Peter Oswald, together with other key senior management, including business
unit heads and innovation managers, will share insights into the Mondi
business.
Editors' notes
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 Group employed 25,700 people.
Mondi Group is fully integrated across the paper and packaging process, from
the growing of wood and the manufacture 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) FTSE350 Carbon Disclosure
Leadership Index for the third year and in CDP's FTSE350 Carbon Performance
Leadership Index for the first time in 2012.
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, plans and
objectives of management for future operations, are forward-looking statements.
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 are based on
numerous assumptions regarding Mondi's present and future business strategies
and the environment in which Mondi will operate in the future. Among the
important factors that could cause Mondi's actual results, performance or
achievements to differ materially from those in the forward-looking statements
include, but are not limited to, those discussed under `Principal risks and
uncertainties'. These forward-looking statements speak only as of the date on
which they are made. Mondi expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in Mondi's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.
Any reference to future financial performance included in this announcement has
not been reviewed or reported on by the Group's auditors.
Group performance review
The positive momentum from the end of the previous year, with good sales
volumes and reasonable price levels in Europe, continued into the first half of
the year. The Group's underlying operating profit of €366 million, a record
result for the Group, was 21% above that of the second half of 2012 and 35%
above that of the comparable prior year period. This reflects both the strong
operating performance and reasonable trading environment, particularly in
Packaging Paper and the South Africa Division, and the benefit of the Group's
strategic acquisitions completed in the latter part of the previous year.
Excluding the impact of the major strategic acquisitions, underlying operating
profit increased by 12% compared to the second half of 2012 and 24% on the
comparable prior year period. The period under review also benefited from the
absence of any major mill maintenance shuts.
Compared to the first half of 2012, sales volumes increased across all major
paper grades. While European demand remains generally sluggish, this was
compensated by market share gains, and in the case of kraft paper, strong gains
in export markets. A reasonable industry supply/demand dynamic, supported by
some supply side rationalisation, enabled the Group to maintain or increase
selling prices in most key paper grades during the period.
The Group's annual major maintenance shuts will all take place in the second
half of the year, the impact of which, at prevailing profit margins, is
estimated to be in the range of €50 million to €60 million on underlying
operating profit when compared to the first half of the year.
At the underlying earnings per share level, in addition to the strong
underlying operating profit, the Group benefited from a lower effective tax
rate and a lower non-controlling interest charge, the latter positively
impacted by the acquisition of the remaining minority interest in Mondi Swiecie
in the first half of 2012. Underlying earnings per share in the six months
ended 30 June 2013 was 49.4 euro cents per share, a 60% increase on the
comparable prior year period and 29% better than that achieved in the second
half of 2012.
The Group remains strongly cash generative with cash generated from operations
of €431 million. Working capital as a percentage of turnover was 13%,
reflecting the normal seasonal pick-up in the first half of the year as well as
the changing business mix following the acquisition of Nordenia in the fourth
quarter of 2012.
Capital expenditure of €167 million represents 89% of the Group's depreciation
charge. Good progress is being made on the major strategic projects, which
should see the rate of capital expenditure increase in the second half as
planned.
Net debt of €1,844 million at 30 June 2013 decreased from €1,872 million at 31
December 2012. The bias of the Group's financing related outflows towards the
first half, coupled with the increase in working capital levels negatively
impacted net debt. This was offset by exchange gains of around €41 million from
the devaluation of certain currencies in which the Group's net debt is held,
most notably the South African rand and Russian rouble.
An interim dividend of 9.55 euro cents per share, up 7% on the prior year
interim dividend of 8.90 euro cents per share, has been declared.
Europe & International - Packaging Paper
€ million, unless otherwise stated Six Six Six
months months months
ended 30 ended 30 ended 31
June June December
2013 2012 2012
Segment revenue 1,043 960 936
- of which inter-segment revenue 267 249 220
EBITDA 195 150 171
Underlying operating profit 148 104 123
Capital expenditure 55 34 55
Net segment assets 1,441 1,373 1,466
ROCE % 20.1 18.5 17.9
Packaging Paper benefited from increased sales volumes and higher average
selling prices compared to both the comparable prior year period, and the
previous six months. These positive trading conditions resulted in an
underlying operating profit of €148 million, 42% above the comparable prior
year period, delivering a very strong ROCE of 20.1%.
Sales volumes increased for all grades despite a generally soft demand
environment in Europe. The business benefited from market share gains and good
demand in export markets for kraft paper. Selling price increases were achieved
across all containerboard grades during the second quarter. In recycled
containerboard, increased competitor capacity in Poland has to date only had a
muted effect on markets, while the recently announced capacity closures in the
UK have served to improve market fundamentals. Nonetheless, industry
profitability in the recycled containerboard grades remains unsatisfactory.
During July, the Group announced price increases of €50/tonne for recycled
containerboard, to take effect from August 2013. In kraft paper, the pricing
environment remained stable, with Europe remaining under pressure but offset by
continued good export markets.
Except for paper for recycling costs, which were lower than the comparable
prior year period, input costs per tonne were largely unchanged. Average
benchmark paper for recycling costs were 4% higher than the second half of the
previous year. Synergy benefits, in the form of reduced transport and logistics
costs from the acquisition of the corrugated box plants in Germany and the
Czech Republic in the latter half of 2012, were realised during the period.
Production and productivity were strong in all mills, with the white-top
kraftliner mill in Syktyvkar showing a notable improvement.
The market price of green energy credits in Poland remained below prevailing
levels of the previous year as a consequence of ongoing uncertainty created by
proposed changes to the regulatory environment surrounding renewable energy in
Poland. As previously reported, the carrying value of green energy credits was
written down by €11 million in the first quarter of the year. In addition, the
benefits from green energy credits in Poland in the first half of 2013 were
more than 50% lower than the comparable prior year period.
Europe & International - Fibre Packaging
€ million, unless otherwise stated Six Six Six
months months months
ended 30 ended 30 ended 31
June June December
2013 2012 2012
Segment revenue 1,002 946 914
- of which inter-segment revenue 17 19 23
EBITDA 83 80 88
Underlying operating profit 48 47 54
Capital expenditure 35 28 48
Net segment assets 982 916 958
ROCE % 12.0 10.9 12.5
Underlying operating profit of €48 million was in line with the comparable
prior year period, but below that of the second half of the previous year as
the business was impacted by higher input costs, primarily due to rising paper
prices.
The acquisition of the corrugated box plants in Germany and the Czech Republic
in the last quarter of 2012 contributed positively to underlying operating
profit in the corrugated business. However, paper input price increases put
pressure on margins, offsetting in large part the gains from the acquisitions.
Industrial bags benefited from good demand from the US and Middle East,
offsetting reduced sales volumes in central and western Europe. Margins were at
similar levels to the comparable prior year period, supported by strong cost
reduction initiatives.
Weak demand, particularly for automotive and building applications, and
increasing raw material costs, coupled with increased competitor capacity have
impacted on margins in the coatings business.
Europe & International - Consumer Packaging
€ million, unless otherwise stated Six Six Six
months months months
ended 30 ended 30 ended 31
June June December
2013 2012 2012
Segment revenue 582 150 352
- of which inter-segment revenue 2 1 3
EBITDA 66 15 30
Underlying operating profit 39 10 9
Capital expenditure 24 7 21
Net segment assets 875 145 872
ROCE % - adjusted* 10.1 14.6 10.8
* Adjusted to exclude €14 million of one-off costs in the second half of 2012
relating to the acquisition of Nordenia
Consumer Packaging generated underlying operating profit of €39 million with an
adjusted ROCE of 10.1%. The significant increase in underlying operating profit
versus both the comparable prior year period and the second half of the
previous year is due to the acquisition of Nordenia, completed on 1 October
2012. The comparability of the results for the second half of 2012 were further
impacted by one-off effects associated with the acquisition of €14 million. On
a pro-forma basis, assuming Nordenia was acquired at the beginning of 2012, and
excluding the effects of acquisition accounting, the underlying operating
profit of the combined business increased by around 11% versus the comparable
prior year period.
Sales volumes were marginally down on the comparable prior year period, driven
by weakness in the films business. This was more than compensated by the
delivery of net synergy gains and other cost reduction initiatives.
Integration activities remain well on track, with delivery of synergies in line
with expectations. The previously announced closure of the Lindlar operation in
Germany and resulting transfer of production to plants in Germany, Hungary and
the Czech Republic is progressing according to plan.
Europe & International - Uncoated Fine Paper
€ million, unless otherwise stated Six Six Six
months months months
ended 30 ended 30 ended 31
June June December
2013 2012 2012
Segment revenue 740 749 717
- of which inter-segment revenue 8 8 5
EBITDA 157 154 146
Underlying operating profit 102 100 91
Capital expenditure 36 24 34
Net segment assets 1,176 1,270 1,248
ROCE % 17.4 15.7 16.7
Uncoated Fine Paper generated underlying operating profit of €102 million,
marginally above the comparable prior year period. Sales volumes were slightly
above that of the comparable prior year period, mainly due to the timing of the
annual maintenance shut in Syktyvkar which took place in June of the previous
year and will take place in the third quarter of 2013. Average net selling
prices were lower than the comparable prior year period and the second half of
the previous year. The stronger Russian rouble in the early part of the year
resulted in increased competition from importers, impacting margins in that
region. This was partly compensated by further cost reduction initiatives.
Sales volumes into western Europe continue to be affected by the structural
decline in those markets whilst central and eastern Europe remain largely
unchanged. Sales volumes into Russia and overseas markets increased. To date
there has been little market impact from the new capacity coming on stream from
competitors in Russia and France.
In May 2013, Mondi announced plans to restructure the non-integrated Neusiedler
operation to improve the competitiveness of the mill. Negotiations with
employee unions are currently in progress. An impairment charge of €42 million
and related restructuring costs of €8 million were recognised as a special item
in the period.
Input costs remain well controlled. Unit wood costs at both the Syktyvkar and
Ruzomberok mills decreased, with the benefits from improved forestry management
practices at Syktyvkar offsetting inflationary cost pressures. Higher pulp
prices negatively impacted margins at the non-integrated Neusiedler mill. Fixed
cost increases continue to be well controlled with increases below inflation.
South Africa Division
€ million, unless otherwise stated Six Six Six
months months months
ended 30 ended 30 ended 31
June June December
2013 2012 2012
(restated)(restated)
Segment revenue 325 348 354
- of which inter-segment revenue 56 57 51
EBITDA 67 56 69
Underlying operating profit 44 29 40
Capital expenditure 14 17 26
Net segment assets 687 903 821
ROCE % 12.8 9.1 9.6
Comparative information has been restated with Mondi Shanduka Newsprint now
consolidated as a subsidiary for all periods presented.
South Africa Division delivered a strong performance, with underlying operating
profit of €44 million, a 52% increase on the comparable prior year period, and
ROCE of 12.8%. This reflects the impact of higher domestic selling prices, good
domestic containerboard volume growth, and improved export margins due to the
weaker South African rand coupled with higher average export pulp and
containerboard prices.
South Africa Division continues to focus on cost containment, in particular on
reducing forestry costs through increased mechanisation in the current year.
Comparison with the previous six months is distorted by a large fair value gain
on the revaluation of forestry assets of €27 million recognised in the six
months to end 2012. The comparable amount for the first half of 2013 was €10
million.
In May 2013, Mondi announced the proposed closure of one of the two newsprint
machines located in Merebank. The machine stopped production with effect from 1
July 2013. The business will continue to operate the remaining 120,000 tonne
per annum newsprint machine. Further restructuring activities in the Merebank
mill as a result of the closure of the newsprint machine were also implemented.
In total, a special item charge of €18 million was recognised.
Financial review
Input costs
Wood costs were, on average, lower than the comparable prior period and reflect
a steady downward trend over the last three half-year periods.
Average benchmark hardwood pulp prices increased by 7% from the comparable
prior year period and by 1% over the second half of 2012, largely as a
consequence of price increases in the second quarter. Softwood pulp prices
increased by 3% over the second half of 2012, but remained 1% below the average
in the comparable prior year period.
Average benchmark paper for recycling prices were 15% lower than the comparable
prior year period but 4% higher than the prices of the second half of 2012.
The average benchmark low density polyethylene price, an indicator of the key
raw material input cost in Consumer Packaging, was at similar levels to the
comparable prior year period and 1% above that of the second half of 2012.
Average prices decreased by approximately 6% in the second quarter from the
levels experienced at the beginning of the year.
Currencies
With the exception of the South African rand, the currencies in which the Group
operates continue to trade within a relatively narrow range and the impact on
underlying operating profit remains muted. The South African rand weakened by a
further 12% against the euro from the average rate in the second half of the
prior year and has weakened by more than 25% from levels at June 2012. This
devaluation provided a net benefit to the Group due to South Africa Division's
large export position (accounting for approximately 40% of sales) and
predominantly rand-denominated cost base.
Non-controlling interests
The reduction in earnings attributable to non-controlling interests is largely
as a result of the acquisition of the remaining minority interest in Mondi
Swiecie in the second quarter of 2012, offset in part by higher net earnings at
the 51% owned Ruzomberok mill.
Tax
The Group's underlying effective tax rate of 18% is lower than the comparable
prior year period primarily due to a favourable underlying profit mix as well
as the continued benefit of investment incentives in eastern Europe,
principally in Poland.
Special items
The net special item charge of €81 million before tax, the cash component of
which amounts to €26 million, is attributable to:
* the closure of Consumer Packaging's Lindlar operation in Germany
(€13 million)
* the closure of the newsprint machine in Merebank, South Africa and related
restructuring activities (€18 million), and
* impairment of Uncoated Fine Paper's Neusiedler mill and related
restructuring costs (€50 million)
Cash flow
Cash generated from operations of €431 million, including the impact of the
increase in working capital of €129 million, reflects the continued strong cash
generating capacity of the Group.
Net cash outflows from financing activities of €178 million include the payment
of dividends to holders of non-controlling interests, the payment of the final
2012 dividend in May 2013 and payment of the 5.75% coupon on the €500 million
Eurobond, reflecting the bias of financing activities towards the first half of
the year.
Capital expenditure
Capital expenditure for the period amounted to €167 million, 89% of
depreciation.
The energy investments in the Group's Frantschach, Richards Bay and
Stambolijski mills are progressing in line with expectations and are expected
to be completed towards the end of the second half of the year. These projects
will significantly improve the energy efficiency and self-sufficiency at those
mills. Good progress is being made on the other major projects announced
earlier in the year, with the bleached kraft paper machine in Steti expected to
start up in the first half of 2014 and the recovery boiler in Ruzomberok in the
latter part of 2014.
The Group's capital expenditure is expected to remain around the previously
envisaged range of approximately 125% of depreciation on average over the 2013/
2014 period, with 2014 being the peak spend year.
Treasury and borrowings
Net debt at 30 June 2013 was €1,844 million, a decrease of €28 million from 31
December 2012. The net debt to 12 month trailing EBITDA ratio was 1.8 times and
gearing at 30 June 2013 was 40%.
At the end of June 2013, the €100 million European Investment Bank facility put
in place in December 2011 was fully drawn down. The amortising loan matures in
2025 and incurs interest based on Euribor. The South African bilateral
facilities that matured in the first half of 2013 have been extended for an
additional year on similar terms. At 30 June 2013, the Group had €2.6 billion
of committed facilities of which €743 million were undrawn. The weighted
average maturity of the Eurobonds and committed debt facilities was 4.0 years
at 30 June 2013.
The Group's long-term investment grade credit ratings of Baa3 (Moody's Investor
Services) and BBB- (Standard and Poor's) were reaffirmed during the period.
Finance charges of €57 million were similar to those of the comparable prior
year notwithstanding the significant increase in average net debt from the
levels at 30 June 2012. The lower effective interest rate of 5.5% (first half
of 2012: 9.4%) is due to the effect of the €500 million Eurobond issued in
October 2012 with a coupon of 3.375% and the unwinding of various fixed rate
swaps during 2012.
Dividend
An interim dividend of 9.55 euro cents per share has been declared by the
directors and will be paid on 17 September 2013 to those shareholders on the
register of Mondi plc on 23 August 2013. An equivalent South African rand
interim dividend will be paid on 17 September 2013 to shareholders on the
register of Mondi Limited on 23 August 2013. The dividend will be paid from
distributable reserves of Mondi Limited and of Mondi plc, as presented in the
respective company annual financial statements for the year ended 31 December
2012.
Outlook
New industry capacity in the uncoated fine paper segment, coupled with
prevailing demand softness in Europe, may impact the supply/demand balance in
the short term. Furthermore, the second half will be impacted by the Group's
regular annual mill maintenance programmes. However, with the momentum from the
strong first half performance and the expected continuation of a good pricing
environment in the packaging grades, management remains confident of delivering
in line with its expectations.
Supplementary information
Principal risks and uncertainties
It is in the nature of Mondi's business that the Group is exposed to risks and
uncertainties which may have an impact on future performance and financial
results, as well as on its ability to meet certain social and environmental
objectives.
On an annual basis, the DLC executive committee and Boards conduct a formal
systematic review of the most significant risks and uncertainties and the
Group's responses to those risks. These risks are assessed against
pre-determined risk tolerance limits, established by the Boards. In addition,
the DLC audit committee reviews each of the principal risks in detail over the
course of the year. Additional risk reviews are undertaken on an ad-hoc basis
for significant investment decisions and when changing business conditions
dictate.
The Boards' risk management framework addresses all significant strategic,
sustainability, financial, operational and compliance-related risks which could
undermine the Group's ability to achieve its business objectives in a
sustainable manner. The risk management framework is designed to be flexible,
to ensure that it remains relevant at all levels of the business given the
diversity of the Group's locations, markets and production processes; and
dynamic, to ensure that it remains current and responsive to changing business
conditions.
The Group believes that it has effective systems and controls in place to
manage the key risks identified below within the risk tolerance levels
established by the Boards.
Competitive environment in which Mondi operates
The industry in which Mondi operates is highly competitive and subject to
significant volatility. New capacity additions are usually in large increments
which, combined with product substitution towards lighter weight products and
alternative packaging solutions and increasing environmental considerations,
have an impact on the supply/demand balance and hence on market prices.
Mondi monitors industry developments in terms of changes in capacity as well as
trends and developments in its own product range and potential substitutes. A
flexible and responsive approach to market and operating conditions and the
Group's strategic focus on low-cost production in growing markets, with
consistent investment in its operating capacity serve to mitigate this risk.
In 2012, the acquisitions of Nordenia and the corrugated packaging plants in
Germany and the Czech Republic, as well as the disposal of Aylesford Newsprint,
further position the Group in its selected strategic growth areas.
Cost and availability of a sustainable supply of raw materials
Fibre (wood, pulp and paper for recycling) and resins account for approximately
one-third of the Group's input costs. It is the Group's objective to acquire
fibre from sustainable sources and to avoid the use of any illegal or
controversial supply.
All plantations in South Africa and leased/managed forests in Russia are FSCâ„¢
certified. With the exception of Stambolijski, Bulgaria, all mills have
chain-of-custody certificates in place, ensuring that the wood procured in 2012
was from non-controversial sources. Stambolijski will be certified to FSCâ„¢
chain-of-custody standards in 2013 and currently wood supplies meet Mondi's
minimum wood standards that ensure legality and non-controversial wood sources.
Mondi constantly monitors international market prices for its other raw
materials (paper for recycling and resins) and, where possible, has cost
pass-through mechanisms in place with customers to mitigate the risk of input
cost increases. The Group's focus on high-quality, low-cost operations,
relatively high levels of integration and access to its own fibre in Russia and
South Africa further mitigate this risk.
Cost of energy and related input costs
Non-fibre input costs comprise approximately a third of the Group's total
variable costs. Increasing energy costs, and the consequential impact thereof
on both chemical and transport costs, may impact the Group's operating profit
margins.
Active investment in energy-related projects have significantly improved energy
self-sufficiency and efficiency in the Group.
Capital intensive operations
Mondi operates large facilities, often in remote locations. The ongoing safety
and sustainable operation of such sites is critical to the success of the
Group.
Mondi's management system ensures ongoing monitoring of all operations to
ensure they meet the requisite standards and performance requirements. The
Group has adequate insurance in place to cover material property damage,
business interruption and liability risks. A structured maintenance programme
is in place under the auspices of the Group technical director. Emergency
preparedness and response procedures are in place and subject to periodic
drills.
The locations in which the Group operates
Mondi operates in a number of countries with differing political, economic and
legal systems. In some countries, such systems are less predictable than in
countries with more developed institutional structures. In addition, economic
risks in certain regions are heightened following the macroeconomic
uncertainties experienced in recent years.
Mondi is invested in a number of geographical locations, with a strategic focus
on low-cost high-growth markets. This geographical diversity and decentralised
management structure, utilising local resources in countries in which the Group
operates reduces its exposure to any specific jurisdiction. Mondi continues to
actively monitor and adapt to changes in the environments in which it operates.
Attraction and retention of key skills and talent
The complexity of operations and geographic diversity of the Group is such that
high-quality, experienced employees are required in all locations.
Appropriate reward and retention strategies are in place to attract and retain
talent across the organisation. At more senior levels, these include a
share-based incentive scheme.
Employee and contractor safety
Mondi's employees work in potentially dangerous environments where hazards are
ever-present and must be managed. Mondi's objective is a zero harm environment.
The Group engages in extensive safety training sessions, involving employees
and contractors, at all its operations. The Nine Safety Rules to Live By,
applied across the Group, are integral to the safety strategy. Operations
conduct statutory safety committee meetings where management and employees are
represented. A risk-based approach underpins safety and health programmes. All
business units and operations are required to have safety improvement plans in
place. Mondi's Total Recordable Case Rate (TRCR per 200,000 hours worked) at 30
June 2013 was 0.76 (31 December 2012: 0.79). Regrettably, there were two
fatalities at our Syktyvkar operations in the first half of the year.
Environmental footprint
Maintaining the Group's socio-economic licence to trade is a strategic
imperative. This encompasses continued access to credible sources of fibre as
described above, protection of High Conservation Value (HCV) areas and
bio-diversity, eco-efficiency of products throughout their life cycle and the
Group's carbon and energy footprint.
Mondi's approach to product stewardship is based on the Life-Cycle Initiative
set out in the United Nations Environmental Programme (UNEP). The Group's
certified products carry clear and informative labelling to ensure that its
customers are aware of the environmental process controls and health and safety
assessments conducted throughout the life cycles of Mondi's products. In 2012,
no incidents of non-compliance relating to the regulation and voluntary codes,
to which the Group subscribes, concerning product and service information and
labelling were recorded. Mondi does not convert natural forests, riparian
areas, wetlands or protected areas into plantations. HCV areas are identified
and preserved or enhanced, as is biological diversity. In Russia 522,260
hectares have been set aside for conservation (24.8% of our landholding) and
76,398 hectares in South Africa (25% of our landholding). Mondi uses biomass
energy sources such as black liquor as an alternative to fossil fuels at all of
its mills. Some 58% of Mondi's fuel consumption comes from biomass and a number
of operations are completely energy self-sufficient.
Governance risks
The Group operates in a number of legal jurisdictions and non-compliance with
legal and governance requirements in these jurisdictions could expose the Group
to significant risk if not adequately managed.
The Group's legal and governance risk management and compliance were set out in
the Corporate governance report in the integrated report and financial
statements 2012.
Financial risks
Mondi's trading and financing activities expose the Group to financial risks
that, if left unmanaged, could adversely impact current or future earnings.
These risks relate to the currencies in which the Group conducts its
activities, interest rate and liquidity risks as well as exposure to customer
credit risk.
Mondi's approach to financial risk management is described in notes 37 and 38
of the annual financial statements for the year ended 31 December 2012.
Going concern
The Group's business activities, together with the factors likely to affect its
future development, performance and position are set out above. The financial
position of the Group, its cash flows, liquidity position and borrowing
facilities are described in the financial statements.
Mondi's geographical spread, product diversity and large customer base mitigate
potential risks of customer or supplier liquidity issues. Ongoing initiatives
by management in implementing profit improvement initiatives which include
plant optimisation, cost-cutting, and restructuring and rationalisation
activities have consolidated the Group's leading cost position in its chosen
markets. Working capital levels and capital expenditure programmes are strictly
monitored and controlled.
The Group meets its funding requirements from a variety of sources. The
availability of some of these facilities is dependent on the Group meeting
certain financial covenants, all of which have been complied with. Mondi had
€743 million of undrawn committed debt facilities as at 30 June 2013 which
should provide sufficient liquidity in the medium term.
The Group's forecasts and projections, taking account of reasonably possible
changes in trading performance, including an assessment of the current
macroeconomic environment, particularly in Europe, indicate that the Group
should be able to operate well within the level of its current facilities and
related covenants.
The directors have reviewed the Group's strategy and latest financial
forecasts, considered the assumptions in the forecast and reviewed the critical
risks which may impact the Group's performance. After making such enquiries,
the directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, the going concern basis continues to be adopted in preparing the
half-yearly financial statements.
Directors' responsibility statement
The directors confirm that to the best of their knowledge:
* the condensed set of combined and consolidated financial statements has
been prepared in accordance with International Financial Reporting
Standards and in particular with International Accounting Standard 34,
`Interim Financial Reporting';
* the half-yearly report includes a fair review of the important events
during the six months ended 30 June 2013 and a description of the principal
risks and uncertainties for the remaining six months of the year ending 31
December 2013;
* there have been no significant individual related party transactions during
the first six months of the financial year;
* with effect from 3 May 2013, Cyril Ramaphosa ceased to be a director of
Mondi Limited and Mondi plc. As a result, all transactions with the
Shanduka Group Proprietary Limited, in which Mr Ramaphosa held a 29.6%
interest, and its subsidiaries, are no longer classified as related party
transactions from that date; and
* there have been no other significant changes in the Group's related party
relationships.
David Hathorn Andrew King
Director Director
7 August 2013
Independent auditor's review report on interim financial information of Mondi
Limited
We have reviewed the accompanying interim financial information of Mondi
Limited, comprising the condensed statement of financial position as of 30 June
2013 and the condensed statement of comprehensive income, condensed statement
of changes in equity, condensed statement of cash flows and selected
explanatory notes for the six months then ended.
Directors' responsibility for the Interim Financial Statements
The directors are responsible for the preparation and presentation of this
interim financial information in accordance with International Financial
Reporting Standard (IAS 34),`Interim Financial Reporting', the SAICA Financial
Reporting Guides as issued by the Accounting Practices Committee and the
requirements of the Companies Act of South Africa, and for such internal
control as the directors determine is necessary to enable the preparation of
interim financial statements that are free from material misstatement, whether
due to fraud or error.
Auditor's responsibility
Our responsibility is to express a conclusion on these interim financial
statements based on our review. We conducted our review in accordance with
International Standard on Review Engagements (ISRE) 2410, `Review of Interim
Financial Information Performed by the Independent Auditor of the Entity'. This
standard requires us to conclude whether anything has come to our attention
that causes us to believe that the interim financial statements are not
prepared in all material respects in accordance with the applicable financial
reporting framework. This standard also requires us to comply with relevant
ethical requirements.
A review of interim financial statements in accordance with this standard
consists of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing and consequently does not enable the
auditor to obtain assurance that the auditor would become aware of all
significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
We believe that the evidence we have obtained in our review is sufficient and
appropriate to provide a basis for our conclusion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the accompanying interim financial information of Mondi Limited
for the six months ended 30 June 2013 are not prepared, in all material
respects, in accordance with International Financial Reporting Standards (IAS
34),'Interim Financial Reporting', the SAICA Financial Reporting Guides as
issued by the Accounting Practices Committee and the requirements of the
Companies Act of South Africa.
Deloitte & Touche
Registered Auditor
Per: Bronwyn Kilpatrick
Partner
7 August 2013
Buildings 1 and 2, Deloitte Place, The Woodlands,
Woodlands Drive, Woodmead, Sandton, Republic of South Africa
National Executive: LL Bam Chief Executive AE Swiegers Chief Operating Officer
GM Pinnock Audit DL Kennedy Risk Advisory NB Kader Tax TP Pillay Consulting K
Black Clients & Industries JK Mazzocco Talent & Transformation CR Beukman
Finance M Jordan Strategy S Gwala Special Projects TJ Brown Chairman of the
Board MJ Comber Deputy Chairman of the Board.
A full list of partners and directors is available on request.
B-BBEE rating: Level 2 contributor in terms of the Chartered Accountancy
Profession Sector Code
Member of Deloitte Touche Tohmatsu Limited
Independent review report to Mondi plc
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30 June
2013, which comprises the condensed combined and consolidated income statement,
the condensed combined and consolidated statement of comprehensive income, the
condensed combined and consolidated statement of financial position, the
condensed combined and consolidated statement of cash flows, the condensed
combined and consolidated statement of changes in equity and the related notes
1 to 22. We have read the other information contained in the half-yearly
financial report and considered whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed set of
financial statements.
This report is made solely to the company in accordance with International
Standard on Review Engagements (UK and Ireland) 2410,'Review of Interim
Financial Information Performed by the Independent Auditor of the Entity',
issued by the Auditing Practices Board. Our work has been undertaken so that we
might state to the company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company, for our review work, for this report, or for the conclusions
we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure and Transparency
Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union. The condensed set of financial statements
included in this half-yearly financial report has been prepared in accordance
with International Accounting Standard 34,`Interim Financial Reporting', as
adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review.
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410,'Review of Interim Financial Information
Performed by the Independent Auditor of the Entity', issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2013 is not prepared, in all
material respects, in accordance with International Accounting Standard 34 as
adopted by the European Union and the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
7 August 2013
Condensed combined and consolidated income statement
for the six months ended 30 June 2013
(Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months ended Six months ended Year ended
30 June 2013 30 June 2012 31 December 2012
€ million Notes Before Special After Before Special After Before Special After
special items special special items special special items special
items (note 6) items items (note 6) items items (note 6) items
Group revenue 4 3,342 - 3,342 2,819 - 2,819 5,790 - 5,790
Materials, (1,758) - (1,758) (1,478) - (1,478) (3,024) - (3,024)
energy and
consumables
used
Variable (282) - (282) (266) - (266) (527) - (527)
selling
expenses
Gross margin 1,302 - 1,302 1,075 - 1,075 2,239 - 2,239
Maintenance and (122) - (122) (123) - (123) (279) - (279)
other indirect
expenses
Personnel costs (484) (16) (500) (409) - (409) (834) (16) (850)
Other net (142) (10) (152) (106) - (106) (199) (10) (209)
operating
expenses
Depreciation, (188) (55) (243) (165) - (165) (353) (1) (354)
amortisation
and impairments
Operating 4;5 366 (81) 285 272 - 272 574 (27) 547
profit/(loss)
Non-operating 6 - - - - 6 6 - (64) (64)
special items
Net income/ 1 - 1 (1) - (1) (5) - (5)
(loss) from
associates
Total profit/ 367 (81) 286 271 6 277 569 (91) 478
(loss) from
operations and
associates
Net finance (57) - (57) (55) - (55) (110) - (110)
costs
Investment 2 - 2 - - - 4 - 4
income
Foreign (1) - (1) (3) - (3) (2) - (2)
currency losses
Finance costs 7 (58) - (58) (52) - (52) (112) - (112)
Profit/(loss) 310 (81) 229 216 6 222 459 (91) 368
before tax
Tax (charge)/ 8 (56) 13 (43) (43) (2) (45) (90) (1) (91)
credit
Profit/(loss) 254 (68) 186 173 4 177 369 (92) 277
for the
financial period
Attributable
to:
Non-controlling 15 24 35
interests
Equity holders 171 153 242
of the parent
companies
Earnings per
share (EPS) for
profit
attributable to
equity holders
of the parent
companies
Basic EPS (€ 9 35.3 31.7 50.1
cents)
Diluted EPS (€ 9 35.3 31.6 49.9
cents)
Basic 9 49.4 30.9 69.2
underlying EPS
(€ cents)
Diluted 9 49.3 30.8 68.9
underlying EPS
(€ cents)
Basic headline 9 45.7 30.9 62.9
EPS (€ cents)
Diluted 9 45.6 30.8 62.7
headline EPS (€
cents)
Condensed combined and consolidated statement of comprehensive income
for the six months ended 30 June 2013
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Profit for the financial period 186 177 277
Other comprehensive (expense)/income:
Items that may subsequently be reclassified to
the combined and consolidated income statement:
Effect of cash flow hedges - 3 2
Gains on available-for-sale investments - - 1
Exchange differences on translation of foreign (145) 48 49
operations
Share of other comprehensive income of (1) - -
associates
Tax effect thereof - - -
Items that will not subsequently be reclassified
to the combined and consolidated income
statement:
Remeasurement of post-retirement benefit schemes 18 (35) (61)
Effect of asset ceiling on post-retirement (1) 24 28
benefit schemes
Tax effect thereof (4) - 8
Other comprehensive (expense)/income for the (133) 40 27
financial period, net of tax
Total comprehensive income for the financial 53 217 304
period
Attributable to:
Non-controlling interests 9 35 42
Equity holders of the parent companies 44 182 262
Condensed combined and consolidated statement of financial position
as at 30 June 2013
€ million Notes (Restated)
(Restated) (Audited)
(Reviewed) (Reviewed) As at
As at As at 31
30 June 30 June December
2013 2012 2012
Intangible assets 684 243 695
Property, plant and equipment 3,446 3,431 3,709
Forestry assets 11 257 318 311
Investments in associates 6 18 6
Financial asset investments 25 24 26
Deferred tax assets 8 5 10
Retirement benefits surplus 12 2 6 -
Derivative financial instruments - 2 -
Total non-current assets 4,428 4,047 4,757
Inventories 767 663 783
Trade and other receivables 1,112 927 1,010
Current tax assets 17 5 10
Financial asset investments 1 - 1
Cash and cash equivalents 17b 84 60 56
Derivative financial instruments 9 5 4
Assets held for sale - - 2
Total current assets 1,990 1,660 1,866
Total assets 6,418 5,707 6,623
Short-term borrowings 17b-c (265) (294) (281)
Trade and other payables (1,008) (874) (1,029)
Current tax liabilities (69) (81) (66)
Provisions (75) (34) (67)
Derivative financial instruments (4) (5) (4)
Total current liabilities (1,421) (1,288) (1,447)
Medium and long-term borrowings 17c (1,664) (1,023) (1,648)
Retirement benefits obligation 12 (225) (217) (253)
Deferred tax liabilities (291) (319) (344)
Provisions (33) (29) (33)
Derivative financial instruments (1) (1) (1)
Other non-current liabilities (19) (19) (24)
Total non-current liabilities (2,233) (1,608) (2,303)
Total liabilities (3,654) (2,896) (3,750)
Net assets 2,764 2,811 2,873
Equity
Share capital and stated capital 542 542 542
Retained earnings and other reserves 1,963 1,973 2,030
Total attributable to equity holders of 2,505 2,515 2,572
the parent companies
Non-controlling interests in equity 259 296 301
Total equity 2,764 2,811 2,873
Condensed combined and consolidated statement of financial position
as at 30 June 2013 (continued)
The Group's condensed combined and consolidated financial statements, and
related notes 1 to 22, were approved by the Boards and authorised for issue on
7 August 2013 and were signed on its behalf by:
David Hathorn Andrew King
Director Director
Mondi Limited company registration number: 1967/013038/06
Mondi plc company registered number: 6209386
Condensed combined and consolidated statement of cash flows
for the six months ended 30 June 2013
€ million Notes (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Cash generated from operations 17a 431 355 849
Dividends from associates - - 1
Dividends from other investments - - 1
Income tax paid (75) (45) (109)
Net cash generated from operating 356 310 742
activities
Cash flows from investing activities
Investment in property, plant and (164) (110) (294)
equipment
Investment in intangible assets (3) (3) (9)
Investment in forestry assets (20) (30) (51)
Investment in financial asset investments (4) (4) (7)
Proceeds from the disposal of property, 21 5 15
plant and equipment and intangible assets
Proceeds from the disposal of financial 4 4 4
asset investments
Acquisition of subsidiaries, net of cash 14 - (34) (381)
and cash equivalents
Investment in associates - - (43)
Proceeds from the disposal of businesses, 3 1 1
net of cash and cash equivalents
Loan (advances to)/repayments from related - (3) 1
parties
Loan repayments from external parties - - 16
Interest received 2 1 3
Other investing activities - - (1)
Net cash used in investing activities (161) (173) (746)
Cash flows from financing activities
Repayment of short-term borrowings 17c (19) (59) (114)
Proceeds from medium and long-term 17c 108 291 613
borrowings
Repayment of medium and long-term 17c (52) (51) (65)
borrowings
Interest paid (68) (59) (92)
Dividends paid to equity holders of the 10 (92) (85) (128)
parent companies
Purchases of treasury shares (23) (34) (34)
Dividends paid to non-controlling 10 (50) (29) (29)
interests
Non-controlling interests bought out 13 (2) (296) (298)
Net realised gain/(loss) on held for 16 2 (9)
trading derivatives
Government grants received 2 - -
Other financing activities 2 - -
Net cash used in financing activities (178) (320) (156)
Net increase/(decrease) in cash and cash 17 (183) (160)
equivalents
Cash and cash equivalents at beginning of 17c (37) 119 119
financial period1
Cash movement in the financial period 17c 17 (183) (160)
Effects of changes in foreign exchange 17c 11 (1) 4
rates
Cash and cash equivalents at end of (9) (65) (37)
financial period1
Note:
1 Cash and cash equivalents include overdrafts and cash flows from disposal
groups and are reconciled to the condensed combined and consolidated statement
of financial position in note 17b.
Condensed combined and consolidated statement of changes in equity
for the six months ended 30 June 2013
€ million Combined Total
share attributable
capital to equity
and holders of Non-
stated Retained Other the parent controlling Total
capital earnings reserves companies interests equity
At 31 December 2011, 542 2,041 3 2,586 449 3,035
as previously reported
Effect of restatement - - - - (3) (3)
At 1 January 2012 542 2,041 3 2,586 446 3,032
(Restated)
Total comprehensive - 153 29 182 35 217
income for the
financial period
Dividends paid - (85) - (85) (29) (114)
Issue of shares under - 9 (9) - - -
employee share schemes
Purchases of treasury - (34) - (34) - (34)
shares
Non-controlling - (140) - (140) (156) (296)
interests bought out
Other - - 6 6 - 6
At 30 June 2012 542 1,944 29 2,515 296 2,811
(Restated)
Total comprehensive - 89 (9) 80 7 87
income for the
financial period
Dividends paid - (43) - (43) - (43)
Disposal of businesses - - 15 15 - 15
(see note 16)
Non-controlling - (1) - (1) (1) (2)
interests bought out
Reclassification - (12) 12 - - -
Other - 2 4 6 (1) 5
At 31 December 2012 542 1,979 51 2,572 301 2,873
(Restated)
Total comprehensive - 171 (127) 44 9 53
income for the
financial period
Dividends paid - (92) - (92) (50) (142)
Issue of shares under - 10 (10) - - -
employee share schemes
Purchases of treasury - (23) - (23) - (23)
shares
Non-controlling - (1) - (1) (1) (2)
interests bought out
Other - - 5 5 - 5
At 30 June 2013 542 2,044 (81) 2,505 259 2,764
Other reserves
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Share-based payment reserve 13 14 18
Cumulative translation adjustment reserve (291) (171) (151)
Cash flow hedge reserve - 1 -
Post-retirement benefit reserve (56) (66) (69)
Merger reserve 259 259 259
Other sundry reserves (6) (8) (6)
Group total (81) 29 51
Notes to the condensed combined and consolidated financial statements for the
six months ended 30 June 2013
1 Basis of preparation
The Group has two separate legal parent entities, Mondi Limited and Mondi plc,
which operate under a dual listed company (DLC) structure. The substance of the
DLC structure is such that Mondi Limited and its subsidiaries, and Mondi plc
and its subsidiaries, operate together as a single economic entity through a
sharing agreement, with neither parent entity assuming a dominant role.
Accordingly, Mondi Limited and Mondi plc are reported on a combined and
consolidated basis as a single reporting entity under International Financial
Reporting Standards (IFRS).
The condensed combined and consolidated half-yearly financial information for
the six months ended 30 June 2013 has been prepared in accordance with IAS 34,
`Interim Financial Reporting'. It should be read in conjunction with the
Group's annual financial statements for the year ended 31 December 2012,
prepared in accordance with IFRS as issued by the International Accounting
Standards Board (IASB).
There are no differences for the Group in applying IFRS as issued by the IASB
and IFRS as adopted by the European Union (EU) and therefore the Group also
complies with Article 4 of the EU IAS Regulation. The Group has also complied
with the South African Institute of Chartered Accountants Financial Reporting
Guides as issued by the Accounting Practices Committee and Financial Reporting
Pronouncements as issued by the Reporting Standards Council of South Africa.
The condensed combined and consolidated financial statements have been prepared
on a going concern basis as discussed in the Group performance review, under
the heading `Going concern'.
The information for the year ended 31 December 2012 does not constitute
statutory accounts as defined by section 434 of the UK Companies Act 2006. A
copy of the statutory accounts for that year has been delivered to the
Registrar of Companies. The auditor's report on those accounts was unqualified,
did not draw attention to any matters by way of emphasis and did not contain a
statement under section 498(2) or (3) of the UK Companies Act 2006.
The condensed combined and consolidated financial statements have been prepared
on the historical cost basis, except for the revaluation of certain properties
and financial instruments. Historical cost is generally based on the fair value
of the consideration given in exchange for assets.
These financial statements have been prepared under the supervision of the
Group chief financial officer, Andrew King CA (SA), as required in terms of
Section 29(1)(e)(ii) of the Companies Act of South Africa 2008.
2a Accounting policies
The same accounting policies, methods of computation and presentation have been
followed in the preparation of the condensed combined and consolidated
financial statements as were applied in the preparation of the Group's annual
financial statements for the year ended 31 December 2012, except as set out
below.
The Group has adopted the following Standards and amendments to published
Standards during the current year, and their impact on the Group's results were
as follows:
* IFRS 10 - Consolidated Financial Statements
* IFRS 11 - Joint Arrangements
* IAS 19 (revised) - Employee Benefits
IFRS 10 and IFRS 11 broadened the concept of control and eliminated the option
of proportionate consolidation for joint ventures, except in certain
circumstances. The impact of these Standards has been that Mondi Shanduka
Newsprint Proprietary Limited has been consolidated whilst Aylesford Newsprint
has been accounted for using the equity method up to the date of sale in 2012.
Comparative information has been restated as set out in note 2b.
IAS 19 (revised) impacted the measurement of the various components
representing movements in the defined benefit pension obligation and associated
disclosures. As the Group has always recognised actuarial gains and losses
immediately, the Group's total obligation was unchanged. This Standard has been
adopted with effect from 1 January 2012 as it was impractical to complete
revised actuarial valuations prior to that date. Following the replacement of
expected returns on plan assets with a net finance cost in the combined and
consolidated income statement, the profit for the period was reduced and
accordingly other comprehensive income increased in 2012. Comparative
information for the year ended 31 December 2012 has been restated as set out in
note 2b.
The following Standards and amendments to published Standards which the Group
has adopted during the current year, had no significant impact on the Group's
results except for the addition of certain disclosures:
* IFRS 7 - Financial Instruments: Disclosure
* IFRS 13 - Fair Value Measurement
* IFRS 12 - Disclosure of Interests in Other Entities
* IAS 1 - Presentation of Financial Statements
* IAS 16 - Property, Plant and Equipment
* IAS 27 - Separate Financial Statements
* IAS 28 - Investments in Associates and Joint Ventures
* IAS 32 - Financial Instruments: Presentation
* IAS 34 - Interim Financial Reporting
2b Restatement of comparative information
The following tables summarise the material impacts resulting from the changes
in accounting policies on the Group's financial position, comprehensive income
and cash flows.
Income statement
Six months ended 30 June 2012 Year ended 31 December 2012
€ million As Effect As Effect
previously of As previously of As
reported restatement restated reported restatement restated
Group revenue 2,840 (21) 2,819 5,807 (17) 5,790
Gross margin 1,076 (1) 1,075 2,235 4 2,239
Operating profit 269 3 272 541 6 547
Non-operating special 6 - 6 (64) - (64)
items
Net income/(loss) from 1 (2) (1) 1 (6) (5)
associates
Total profit from 276 1 277 478 - 478
operations and
associates
Net finance costs (53) (2) (55) (107) (3) (110)
Investment income 6 (6) - 10 (6) 4
Foreign currency losses (3) - (3) (2) - (2)
Finance costs (56) 4 (52) (115) 3 (112)
Profit before tax 223 (1) 222 371 (3) 368
Tax charge (45) - (45) (92) 1 (91)
Profit for the 178 (1) 177 279 (2) 277
financial period
Attributable to:
Non-controlling 25 (1) 24 35 - 35
interests
Equity holders of the 153 - 153 244 (2) 242
parent companies
The restatement had no impact on special items.
Earnings per share As Effect As Effect
(EPS) for profit previously of As previously of As
attributable to equity reported restatement restated reported restatement restated
holders of the parent
companies
Basic EPS (€ cents) 31.7 - 31.7 50.5 (0.4) 50.1
Diluted EPS (€ cents) 31.6 - 31.6 50.3 (0.4) 49.9
Basic underlying EPS 30.9 - 30.9 69.6 (0.4) 69.2
(€ cents)
Diluted underlying EPS 30.8 - 30.8 69.3 (0.4) 68.9
(€ cents)
Basic headline EPS (€ 30.9 - 30.9 63.4 (0.5) 62.9
cents)
Diluted headline EPS 30.8 - 30.8 63.1 (0.4) 62.7
(€ cents)
Statement of comprehensive income
Six months ended 30 June 2012 Year ended 31 December 2012
€ million As Effect As Effect
previously of As previously of As
reported restatement restated reported restatement restated
Profit for the 178 (1) 177 279 (2) 277
financial period
Other comprehensive
income/(expense):
Items that may 51 - 51 52 - 52
subsequently be
reclassified to the
combined and
consolidated income
statement
Items that will not (11) - (11) (27) 2 (25)
subsequently be
reclassified to the
combined and
consolidated income
statement
Other comprehensive 40 - 40 25 2 27
income for the
financial period, net
of tax
Total comprehensive 218 (1) 217 304 - 304
income for the
financial period
Attributable to:
Non-controlling 36 (1) 35 42 - 42
interests
Equity holders of the 182 - 182 262 - 262
parent companies
Statement of financial position
As at 30 June 2012 As at 31 December 2012
€ million As Effect As Effect
previously of As previously of As
reported restatement restated reported restatement restated
Non-current assets 4,068 (21) 4,047 4,755 2 4,757
Current assets 1,672 (12) 1,660 1,859 7 1,866
Total assets 5,740 (33) 5,707 6,614 9 6,623
Current liabilities (1,323) 35 (1,288) (1,443) (4) (1,447)
Non-current liabilities (1,602) (6) (1,608) (2,295) (8) (2,303)
Total liabilities (2,925) 29 (2,896) (3,738) (12) (3,750)
Net assets 2,815 (4) 2,811 2,876 (3) 2,873
Equity
Share capital and 542 - 542 542 - 542
stated capital
Retained earnings and 1,973 - 1,973 2,030 - 2,030
other reserves
Total attributable to 2,515 - 2,515 2,572 - 2,572
equity holders of the
parent companies
Non-controlling 300 (4) 296 304 (3) 301
interests in equity
Total equity 2,815 (4) 2,811 2,876 (3) 2,873
Net debt (1,273) 16 (1,257) (1,864) (8) (1,872)
Statement of cash flows
Six months ended 30 June 2012 Year ended 31 December 2012
€ million As Effect As Effect
previously of As previously of As
reported restatement restated reported restatement restated
Net cash generated from 308 2 310 740 2 742
operating activities
Net cash used in (175) 2 (173) (725) (21) (746)
investing activities
Net cash used in (314) (6) (320) (173) 17 (156)
financing activities
Net decrease in cash (181) (2) (183) (158) (2) (160)
and cash equivalents
Cash and cash 117 2 119 117 2 119
equivalents at
beginning of financial
period
Cash movement in the (181) (2) (183) (158) (2) (160)
financial period
Effects of changes in (1) - (1) 4 - 4
foreign exchange rates
Cash and cash (65) - (65) (37) - (37)
equivalents at end of
financial period
3 Seasonality
The seasonality of the Group's operations has no significant impact on the
condensed combined and consolidated financial statements.
4 Operating segments
The newsprint joint venture, Mondi Shanduka Newsprint, was incorporated into
the South Africa Division during 2012 due to similarities in geographical
location, production processes and the integrated nature of the production
facilities. Mondi Shanduka Newsprint Proprietary Limited is now consolidated as
a subsidiary. The effects of this change on the comparative periods are set out
in note 2b. The Group's segmental information for the comparative periods has
been restated to reflect this change in accounting policy.
Six months ended 30 June 2013 (Reviewed)
Europe & International SA Corporate Intersegment Segments
Division & other elimination Total
€ million, unless Uncoated
otherwise stated Packaging Fibre Consumer Fine
Paper Packaging Packaging Paper
Segment revenue 1,043 1,002 582 740 325 - (350) 3,342
Internal revenue (267) (17) (2) (8) (56) - 350 -
External revenue 776 985 580 732 269 - - 3,342
EBITDA 195 83 66 157 67 (14) - 554
Operating profit/ 148 48 39 102 44 (15) - 366
(loss) from
operations before
special items
Special items - - (13) (50) (18) - - (81)
Operating segment 1,793 1,239 1,018 1,366 810 7 (129) 6,104
assets
Operating net 1,441 982 875 1,176 687 7 - 5,168
segment assets
Additions to 57 25 25 33 34 - - 174
non-current
non-financial assets
Capital expenditure 55 35 24 36 14 - - 164
cash payments
Operating margin (%) 14.2 4.8 6.7 13.8 13.5 - - 11.0
Return on capital 20.1 12.0 7.8 17.4 12.8 - - 14.8
employed (%)
Six months ended 30 June 2012 (Restated) (Reviewed)
Europe & International SA Corporate Intersegment Segments
Division & other elimination Total
€ million, unless Uncoated
otherwise stated Packaging Fibre Consumer Fine
Paper Packaging Packaging Paper
Segment revenue 960 946 150 749 348 - (334) 2,819
Internal revenue (249) (19) (1) (8) (57) - 334 -
External revenue 711 927 149 741 291 - - 2,819
EBITDA 150 80 15 154 56 (18) - 437
Operating profit/ 104 47 10 100 29 (18) - 272
(loss) from
operations before
special items
Special items - - - - 6 - - 6
Operating segment 1,709 1,207 189 1,469 1,053 7 (170) 5,464
assets
Operating net segment 1,373 916 145 1,270 903 9 - 4,616
assets
Additions to 125 29 8 21 46 - - 229
non-current
non-financial assets
Capital expenditure 34 28 7 24 17 - - 110
cash payments
Operating margin (%) 10.8 5.0 6.7 13.4 8.3 - - 9.6
Return on capital 18.5 10.9 14.6 15.7 9.1 - - 13.4
employed (%)
Year ended 31 (Restated) (Audited)
December 2012
Europe & International SA Corporate Intersegment Segments
Division & other elimination Total
€ million, unless Uncoated
otherwise stated Packaging Fibre Consumer Fine
Paper Packaging Packaging Paper
Segment revenue 1,896 1,860 502 1,466 702 - (636) 5,790
Internal revenue (469) (42) (4) (13) (108) - 636 -
External revenue 1,427 1,818 498 1,453 594 - - 5,790
EBITDA 321 168 45 300 125 (32) - 927
Operating profit/ 227 101 19 191 69 (33) - 574
(loss) from
operations before
special items
Special items - (16) (11) - 6 (70) - (91)
Operating segment 1,829 1,229 1,019 1,450 975 5 (150) 6,357
assets
Operating net segment 1,466 958 872 1,248 821 1 - 5,366
assets
Additions to 249 144 621 60 93 - - 1,167
non-current
non-financial assets
Capital expenditure 89 76 28 58 43 - - 294
cash payments
Operating margin (%) 12.0 5.4 3.8 13.0 9.8 - - 9.9
Return on capital 17.9 12.5 6.2 16.7 9.6 - - 13.6
employed (%)
The description of each business segment reflects the nature of the main
products they sell. In certain instances the business segments sell minor
volumes of other products and due to this reason the external segment revenues
will not necessarily reconcile to the external revenues by product type
presented below.
External revenue by product type
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Products
Fibre packaging 963 909 1,785
Packaging paper 766 689 1,393
Uncoated fine paper 669 687 1,355
Consumer packaging 580 149 498
Pulp 133 140 276
Newsprint 97 108 215
Other 134 137 268
Group total 3,342 2,819 5,790
External revenue by location of External revenue by location of
customer production
€ million (Restated) (Restated) (Restated) (Restated)
(Reviewed) (Reviewed) (Audited) (Reviewed) (Reviewed) (Audited)
Six months Six months Year ended Six months Six months Year ended
ended ended 31 ended ended 31
30 June 30 June December 30 June 30 June December
2013 2012 2012 2013 2012 2012
Revenue
Africa
South Africa 217 219 448 325 348 702
Rest of Africa 129 125 242 5 5 8
Africa total 346 344 690 330 353 710
Western Europe
Austria 83 75 145 506 526 1,025
Germany 509 378 783 496 171 486
United Kingdom 137 108 230 28 29 53
Rest of western 730 648 1,287 372 349 693
Europe
Western Europe total 1,459 1,209 2,445 1,402 1,075 2,257
Emerging Europe
Poland 227 175 364 448 382 766
Rest of emerging 457 394 816 595 544 1,086
Europe
Emerging Europe total 684 569 1,180 1,043 926 1,852
Russia 314 291 592 389 359 729
North America 181 124 270 143 89 196
South America 29 21 41 - - -
Asia and Australia 329 261 572 35 17 46
Group total 3,342 2,819 5,790 3,342 2,819 5,790
There are no external customers which account for more than 10% of the Group's
total external revenue.
Reconciliation of operating profit before special items
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Operating profit before special items 366 272 574
Special items (see note 6) (81) 6 (91)
Net income/(loss) from associates 1 (1) (5)
Net finance costs (57) (55) (110)
Group profit before tax 229 222 368
Reconciliation of operating segment assets
(Restated) (Restated) (Restated) (Restated)
(Reviewed) (Reviewed) (Reviewed) (Reviewed) (Audited) (Audited)
As at 30 June 2013 As at 30 June 2012 As at 31 December
2012
€ million Net Net Net
Segment segment Segment segment Segment segment
assets assets assets assets assets assets
Segments total 6,104 5,168 5,464 4,616 6,357 5,366
Unallocated:
Investments in 6 6 18 18 6 6
associates
Deferred tax assets/ 8 (283) 5 (314) 10 (334)
(liabilities)
Other non-operating 190 (308) 136 (276) 167 (319)
assets/(liabilities)
Group trading 6,308 4,583 5,623 4,044 6,540 4,719
capital employed
Financial asset 25 25 24 24 26 26
investments
Net debt 85 (1,844) 60 (1,257) 57 (1,872)
Group 6,418 2,764 5,707 2,811 6,623 2,873
5 Write-down of inventories to net realisable value
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Condensed combined and consolidated income
statement
Write-down of inventories to net realisable (12) (9) (19)
value
Aggregate reversal of previous write-down of 4 3 13
inventories
6 Special items
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Operating special items
Asset impairments (55) - (1)
Restructuring and closure costs:
Restructuring and closure costs excluding (10) - (4)
related personnel costs
Personnel costs relating to restructuring (16) - (16)
Transaction costs incurred on the acquisition of - - (11)
Nordenia
Gain on insurance settlement - - 5
Total operating special items (81) - (27)
Non-operating special items
Loss on disposals (see note 16) - - (70)
Profit on sale of land - 6 6
Total non-operating special items - 6 (64)
Total special items from continuing operations (81) 6 (91)
before tax and non-controlling interests
Tax 13 (2) (1)
Non-controlling interests - - -
Total special items attributable to equity (68) 4 (92)
holders of the parent companies
During the first quarter of the year a decision was taken to close the Lindlar
operation in Germany and redirect production to existing plants in Germany,
Hungary and the Czech Republic. Restructuring and closure costs amounting to €
13 million were recognised.
In May 2013, Mondi announced the closure of one of the two newsprint machines
located in Merebank. Further restructuring activities in the Merebank mill as a
result of the closure of the newsprint machine have also been implemented. An
impairment charge of €13 million and associated closure and restructuring costs
of €5 million were recognised.
In May 2013, Mondi announced plans to restructure the Neusiedler operation to
improve the cost base of this mill. An impairment charge of €42 million and
restructuring costs of €8 million were recognised.
7 Finance costs
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Interest on bank overdrafts and loans (54) (46) (98)
Net interest on defined benefit arrangements (5) (6) (15)
Total interest expense (59) (52) (113)
Less: interest capitalised 1 - 1
Total finance costs (58) (52) (112)
8 Tax charge
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
UK corporation tax at 23.25% (2012: 24.5%) 1 - -
SA corporation tax at 28% (2012: 28%) 13 10 19
Overseas tax 65 38 66
Current tax 79 48 85
Deferred tax (23) (5) 5
Total tax charge before special items 56 43 90
Current tax on special items (6) 1 2
Deferred tax on special items (7) 1 (1)
Total tax (credit)/charge on special items (13) 2 1
Total tax charge 43 45 91
The Group's effective rate of tax before special items for the six months ended
30 June 2013, calculated on profit before tax before special items and
including net income from associates, is 18% (six months ended 30 June 2012:
20%; year ended 31 December 2012: 20%). The Group continues to benefit from tax
incentives granted in certain countries in which the Group operates, most
notably Poland.
9 Earnings per share
€ cents per share (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Profit for the financial period attributable to
equity holders of the parent companies
Basic EPS 35.3 31.7 50.1
Diluted EPS 35.3 31.6 49.9
Underlying earnings for the financial period
Basic EPS 49.4 30.9 69.2
Diluted EPS 49.3 30.8 68.9
Headline earnings for the financial period
Basic EPS 45.7 30.9 62.9
Diluted EPS 45.6 30.8 62.7
The calculation of basic and diluted EPS, basic and diluted underlying EPS and
basic and diluted headline EPS is based on the following data:
Weighted average number of shares
million (Audited)
(Reviewed) (Reviewed) As at
As at As at 31
30 June 30 June December
2013 2012 2012
Basic number of ordinary shares outstanding 484 483 483
Effect of dilutive potential ordinary shares 1 1 2
Diluted number of ordinary shares outstanding 485 484 485
Earnings
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Profit for the financial period attributable to 171 153 242
equity holders of the parent companies
Special items 81 (6) 91
Related tax (13) 2 1
Underlying earnings for the financial period 239 149 334
Special items: restructuring and closure costs (26) - (20)
Transaction costs incurred on the acquisition - - (11)
of Nordenia
Profit on disposal of tangible and intangible - - (4)
assets
Impairments not included in special items 1 - 4
Related tax 7 - 1
Headline earnings for the financial period 221 149 304
10 Dividends
The interim dividend for the year ending 31 December 2013 of 9.55 euro cents
per ordinary share will be paid on 17 September 2013 to those shareholders on
the register of Mondi plc on 23 August 2013. An equivalent South African rand
interim dividend will be paid on 17 September 2013 to shareholders on the
register of Mondi Limited on 23 August 2013. The dividend will be paid from
distributable reserves of Mondi Limited and of Mondi plc, as presented in the
respective company annual financial statements for the year ended 31 December
2012.
The interim dividend for the year ending 31 December 2013 will be paid in
accordance with the following timetable:
Mondi Limited Mondi plc
Last date to trade shares cum-dividend
JSE Limited 16 August 2013 16 August 2013
London Stock Exchange Not applicable 20 August 2013
Shares commence trading ex-dividend
JSE Limited 19 August 2013 19 August 2013
London Stock Exchange Not applicable 21 August 2013
Record date
JSE Limited 23 August 2013 23 August 2013
London Stock Exchange Not applicable 23 August 2013
Last date for receipt of Dividend 29 August 2013 29 August 2013
Reinvestment Plan (DRIP) elections by
Central Securities Depository Participants
Last date for DRIP elections to UK Registrar 30 August 2013 23 August 2013*
and South African Transfer Secretaries by
shareholders of Mondi Limited and Mondi plc
Payment Date
South African Register 17 September 2013 17 September
2013
UK Register Not applicable 17 September
2013
DRIP purchase settlement dates 26 September 2013 20 September
2013**
Currency conversion dates
ZAR/euro 8 August 2013 8 August 2013
Euro/sterling Not applicable 30 August 2013
* 30 August 2013 for Mondi plc South African branch register shareholders
** 26 September 2013 for Mondi plc South African branch register shareholders
Share certificates on the South African registers of Mondi Limited and Mondi
plc may not be dematerialised or rematerialised between 19 August 2013 and 25
August 2013, both dates inclusive, nor may transfers between the UK and South
African registers of Mondi plc take place between 14 August 2013 and 25 August
2013, both dates inclusive.
Information relating to the dividend tax to be withheld from Mondi Limited
shareholders and Mondi plc shareholders on the South African branch register
will be announced separately, together with the ZAR/euro exchange rate to be
applied, on or shortly after 8 August 2013.
11 Forestry assets
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
At 31 December, as previously reported 297 297
Effect of restatement 12 12
At 1 January (Restated) 311 309 309
Capitalised expenditure 19 22 42
Acquisition of assets 1 8 9
Fair value gains 10 13 40
Disposal of assets (9) (3) (3)
Felling costs (30) (34) (66)
Currency movements (45) 3 (20)
Closing balance 257 318 311
The fair value of forestry assets is a level 3 measure in terms of the fair
value measurement hierarchy (see note 21). The fair value of forestry assets is
calculated on the basis of future expected cash flows discounted using a
discount rate relevant in the local country, based on a pre tax real yield on
long-term bonds over the last five years. All fair value gains originate from
South Africa.
12 Retirement benefits
All assumptions related to the Group's material defined benefit schemes and
post-retirement medical plan liabilities were re-assessed individually and the
remaining Group defined benefit schemes and unfunded statutory retirement
obligations were re-assessed in aggregate for the six months ended 30 June
2013. The net retirement benefit obligation decreased by €30 million mainly due
to changes in assumptions and an exchange rate impact of €14 million. The
assets backing the defined benefit scheme liabilities reflect their market
values as at 30 June 2013. Any movements in the assumptions have been
recognised as a remeasurement in the condensed combined and consolidated
statement of comprehensive income.
13 Non-controlling interests bought out
On 18 April 2012, Mondi concluded an all cash public tender offer for the share
in Mondi Åšwiecie S.A. that it did not already own, increasing its shareholding
to 93.2% from 66%. On 18 May 2012, Mondi acquired the remaining shares it did
not already own. The total consideration paid by Mondi was €296 million
including transaction costs of approximately €1 million which were expensed.
These acquisitions are reflected in the condensed combined and consolidated
statement of changes in equity as transactions between shareholders with the
premium over the carrying value of the non-controlling interests being
reflected as a reduction in retained earnings.
14 Business combinations
There were no significant acquisitions made during the period ended 30 June
2013.
Acquisitions during 2012
On 2 May 2012, Mondi Åšwiecie S.A. acquired the entire share capital of Saturn
Management Sp. Z o.o. (Saturn) from Polish Energy Partners S.A. for a net cash
consideration of €31 million and the assumption of debt of €57 million.
On 1 October 2012 Mondi acquired 99.93% of the outstanding share capital of
Nordenia from Oaktree Capital Management L.P. and certain other minority
shareholders for a cash consideration of €259 million.
On 5 November 2012, Mondi acquired two corrugated box plants in Germany and the
Czech Republic and a 105,000 tonne recycled containerboard mill in the Czech
Republic from Duropack GmbH (Duropack) for a cash consideration of €133
million. The recycled containerboard mill was subsequently closed in December
2012. Subsequent to 31 December 2012, the fair value of the property, plant and
equipment attributable to the assets acquired from Duropack was increased by €3
million and goodwill adjusted accordingly.
Details of the aggregate net assets acquired, as adjusted from book to fair
value, are:
€ million Book Revaluation Fair
value value
Net assets acquired:
Intangible assets 2 103 105
Property, plant and equipment 324 22 346
Financial asset investments 17 - 17
Deferred tax assets 4 - 4
Inventories 123 5 128
Trade and other receivables 143 - 143
Cash and cash equivalents 53 - 53
Other current assets 1 - 1
Short-term borrowings (67) - (67)
Trade and other payables (156) - (156)
Current tax liabilities (7) - (7)
Provisions (28) (1) (29)
Medium and long-term borrowings (348) (45) (393)
Retirement benefits obligation (21) - (21)
Deferred tax liabilities (15) (26) (41)
Other non-current liabilities (16) - (16)
Net assets acquired 9 58 67
Goodwill arising on acquisitions 356
Total cost of acquisitions 423
Transaction costs expensed 11
Cash acquired net of overdrafts (53)
Net cash paid per condensed combined and 381
consolidated statement of cash flows
€ million Net Goodwill Net cash
assets paid
Nordenia (9) 268 237
Saturn 27 4 29
Duropack 49 84 115
Group total 67 356 381
15 Disposal groups and assets held for sale
There were no significant disposal groups or assets held for sale as at 30 June
2013.
16 Disposal of businesses
There were no significant disposals in the six months ended 30 June 2013 or the
six months ended 30 June 2012.
Disposals during 2012
On 2 October 2012, Mondi and Svenska Cellulosa Aktiebolaget (SCA) sold their
100% interest in the jointly owned Aylesford Newsprint to The Martland Holdings
for a nominal consideration. The loss on disposal of €70 million was recognised
as a special item in the combined and consolidated income statement.
Transaction costs were insignificant and were expensed.
€ million (Restated)
(Audited)
Year ended
31
December
2012
Net investment in equity accounted investee 48
Guarantee liability retained 7
Cumulative translation adjustment reserve realised 15
Loss on disposal of investment in equity accounted investee (70)
Disposal proceeds -
Deferred consideration received in respect of the sale of Mondi 1
Frohnleiten in 2010
Net cash inflow from disposal of businesses 1
17 Consolidatedcash flow analysis
(a) Reconciliation of profit before tax to cash generated from operations
€ million (Restated) (Restated)
(Reviewed) (Reviewed) (Audited)
Six months Six months Year ended
ended ended 31
30 June 30 June December
2013 2012 2012
Profit before tax 229 222 368
Depreciation and amortisation 187 165 349
Impairment of tangible and intangible assets 1 - 4
(not included in special items)
Share-based payments 5 6 10
Non-cash effect of special items 71 (4) 91
Net finance costs 57 55 110
Net (income)/loss from associates (1) 1 5
Decrease in provisions and post-employment (12) (6) (22)
benefits
Increase in inventories (9) (21) (16)
Increase in operating receivables (138) (91) (38)
Increase/(decrease) in operating payables 18 7 (29)
Fair value gains on forestry assets (10) (13) (40)
Felling costs 30 34 66
Profit on disposal of tangible and intangible - - (4)
assets
Other adjustments 3 - (5)
Cash generated from operations 431 355 849
(b) Cash and cash equivalents
€ million (Restated)
(Restated) (Audited)
(Reviewed) (Reviewed) As at
As at As at 31
30 June 30 June December
2013 2012 2012
Cash and cash equivalents per condensed combined 84 60 56
and consolidated statement of financial position
Bank overdrafts included in short-term (93) (125) (93)
borrowings (see note 17c)
Net cash and cash equivalents per condensed (9) (65) (37)
combined and consolidated statement of cash
flows
(c) Movement in net debt (Restated)
The Group's net debt position, excluding disposal groups is as follows:
€ million Cash and Debt due Debt due Current Total
cash within after financial net
equivalents1 one year one year asset debt
investments
At 31 December 2011 117 (212) (737) 1 (831)
Effect of restatement 2 18 (9) - 11
At 1 January 2012 (Restated) 119 (194) (746) 1 (820)
Cash flow (183) 59 (240) (1) (365)
Business combinations - (11) (49) - (60)
Movement in unamortised loan - - (2) - (2)
costs
Reclassification - (19) 19 - -
Currency movements (1) (4) (5) - (10)
At 30 June 2012 (Restated) (65) (169) (1,023) - (1,257)
Cash flow 23 55 (308) 1 (229)
Business combinations - (56) (344) - (400)
Movement in unamortised loan - - 5 - 5
costs
Reclassification - (27) 27 - -
Currency movements 5 9 (5) - 9
At 31 December 2012 (Restated) (37) (188) (1,648) 1 (1,872)
Cash flow 17 19 (56) - (20)
Movement in unamortised loan - - 7 - 7
costs
Reclassification - (20) 20 - -
Currency movements 11 17 13 - 41
At 30 June 2013 (9) (172) (1,664) 1 (1,844)
Note:
1 The Group operates in certain countries (principally South Africa) where the
existence of exchange controls may restrict the use of certain cash balances.
These restrictions are not expected to have any material effect on the Group's
ability to meet its ongoing obligations.
The following table shows the amounts available to draw down on the Group's
committed loan facilities:
€ million (Audited)
(Reviewed) (Reviewed) As at
As at As at 31
30 June 30 June December
2013 2012 2012
Expiry date
In one year or less 56 26 27
In more than one year 687 558 735
Total credit available 743 584 762
18 Capital commitments
€ million (Restated)
(Restated) (Audited)
(Reviewed) (Reviewed) As at
As at As at 31
30 June 30 June December
2013 2012 2012
Contracted for but not provided 271 177 129
Approved, not yet contracted for 361 228 589
These capital commitments relate to the following categories of non-current
non-financial assets:
€ million (Restated)
(Restated) (Audited)
(Reviewed) (Reviewed) As at
As at As at 31
30 June 30 June December
2013 2012 2012
Intangible assets 6 11 9
Property, plant and equipment 626 394 709
Total capital commitments 632 405 718
The expected maturity of these capital commitments is:
€ million (Restated)
(Restated) (Audited)
(Reviewed) (Reviewed) As at
As at As at 31
30 June 30 June December
2013 2012 2012
Within one year 438 269 445
One to two years 146 120 263
Two to five years 48 16 10
Total capital commitments 632 405 718
Capital commitments are based on capital projects approved to date and the
budget approved by the Boards.
Major capital projects still require further approval before they commence.
These capital commitments are expected to be financed by existing cash
resources and borrowing facilities.
19 Contingent liabilities and contingent assets
Contingent liabilities comprise aggregate amounts as at 30 June 2013 of €14
million (as at 30 June 2012: €13 million; as at 31 December 2012: €15 million)
in respect of loans and guarantees given to banks and other third parties. No
acquired contingent liabilities have been recorded in the Group's condensed
combined and consolidated statement of financial position for all periods
presented.
There are a number of legal and tax claims against the Group. Provision is made
for all liabilities that are expected to materialise.
There were no contingent assets for all periods presented.
20 Related party transactions
The Group has a related party relationship with its equity accounted investees.
Transactions between Mondi Limited, Mondi plc and their respective
subsidiaries, which are related parties, have been eliminated on consolidation
and are not disclosed in this note.
The Group and its subsidiaries, in the ordinary course of business, enter into
various sale, purchase and service transactions with equity accounted investees
and others in which the Group has a material interest. These transactions are
under terms that are no less favourable than those arranged with third parties.
These transactions, in total, are not considered to be significant.
With effect from 3 May 2013, Cyril Ramaphosa ceased to be a director of Mondi
Limited and Mondi plc. As a result, all transactions with the Shanduka Group
Proprietary Limited, in which Mr Ramaphosa held a 29.6% interest, and its
subsidiaries are no longer classified as related party transactions from that
date.
Other than the paragraph above, there have been no significant changes to the
related parties as disclosed in note 39 of the Group's annual financial
statements for the year ended 31 December 2012.
21 Financial instruments' fair value disclosures
Financial instruments that are measured in the condensed combined and
consolidated statement of financial position at fair value require disclosure
of fair value measurements by level based on the following fair value
measurement hierarchy:
* level 1 - quoted prices (unadjusted) in active markets for identical assets
or liabilities;
* level 2 - inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as prices)
or indirectly (that is, derived from prices); and
* level 3 - inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs).
The fair values of financial instruments that are not traded in an active
market (for example, over-the-counter derivatives) are determined using
standard valuation techniques. These valuation techniques maximise the use of
observable market data where available and rely as little as possible on Group
specific estimates.
The significant inputs required to fair value all of the Group's financial
instruments are observable. The Group only holds level 2 financial instruments
and therefore does not hold any financial instruments categorised as either
level 1 or level 3 financial instruments. There have also been no transfers of
assets or liabilities between levels of the fair value hierarchy.
Specific valuation methodologies used to value financial instruments include:
* the fair values of interest rate swaps and foreign exchange contracts are
calculated as the present value of expected future cash flows based on
observable yield curves and exchange rates;
* the Group's commodity price derivatives are fair valued by independent
third parties, who in turn calculate the fair values as the present value
of expected future cash flows based on observable market data; and
* other techniques, including discounted cash flow analysis, are used to
determine the fair values of other financial instruments.
Except as detailed in the following table, the directors consider that the
carrying value amounts of financial assets and financial liabilities recorded
at amortised cost in the condensed combined and consolidated financial
statements are approximately equal to their fair values.
Carrying amount Fair value
(Reviewed) (Restated) (Restated) (Reviewed) (Restated) (Restated)
(Reviewed) (Audited) (Reviewed) (Audited)
€ million As at 30 As at 30 As at 31 As at 30 As at 30 As at 31
June 2013 June 2012 December June 2013 June 2012 December
2012 2012
Financial
liabilities
Borrowings 1,929 1,317 1,929 2,013 1,372 2,040
22 Events occurring after 30 June 2013
The directors declared an interim dividend of 9.55 euro cents per share as set
out in note 10.
Production statistics
Six Six Year
months months ended
ended ended 31
30 June 30 June December
2013 2012 2012
Europe & International
Containerboard Tonnes 1,077,702 1,042,937 2,079,005
Kraft paper Tonnes 515,822 489,279 980,637
Softwood pulp Tonnes 1,014,483 992,772 1,978,583
Internal consumption Tonnes 942,445 907,194 1,825,916
External Tonnes 72,038 85,578 152,667
Corrugated board and boxes Mm² 678 606 1,213
Industrial bags M units 2,017 2,005 3,829
Coating and release liners Mm² 1,718 1,758 3,352
Consumer packaging1 Tonnes 146,763 36,706 121,127
Uncoated fine paper Tonnes 708,880 715,575 1,417,709
Newsprint Tonnes 103,620 98,936 201,278
Hardwood pulp Tonnes 547,819 527,310 1,059,140
Internal consumption Tonnes 513,366 483,642 972,883
External Tonnes 34,453 43,668 86,257
South Africa Division
Containerboard Tonnes 132,077 132,251 263,468
Uncoated fine paper Tonnes 131,741 129,337 257,747
Hardwood pulp Tonnes 326,981 330,963 658,368
Internal consumption Tonnes 169,935 169,584 320,772
External Tonnes 157,046 161,379 337,596
Softwood pulp2 - internal consumption Tonnes 102,987 108,126 215,828
Newsprint2 Tonnes 87,088 101,328 198,024
Notes:
1 Includes Nordenia from October 2012.
2 Restated to include 100% of the Mondi Shanduka Newsprint production.
Exchange rates
Six Six Year
months months ended
ended ended 31
30 June 30 June December
2013 2012 2012
Closing rates against the euro
South African rand 13.07 10.37 11.17
Czech koruna 25.95 25.64 25.15
Polish zloty 4.34 4.25 4.07
Pounds sterling 0.86 0.81 0.82
Russian rouble 42.84 41.37 40.33
Turkish lira 2.52 2.28 2.36
US dollar 1.31 1.26 1.32
Average rates for the period against the euro
South African rand 12.10 10.29 10.55
Czech koruna 25.70 25.16 25.14
Polish zloty 4.18 4.24 4.18
Pounds sterling 0.85 0.82 0.81
Russian rouble 40.73 39.69 39.91
Turkish lira 2.38 2.34 2.31
US dollar 1.31 1.30 1.29
Sponsor in South Africa: UBS South Africa (Pty) Ltd