Mondi Demerger

Anglo American PLC 26 June 2007 News Release 26 June 2007 Anglo American plc Shareholder approval for demerger of the Mondi Group Anglo American plc ("Anglo American") announces that at an Extraordinary General Meeting of holders of its existing ordinary shares ("Existing Anglo American Ordinary Shares") held yesterday to approve the demerger and public listing of its paper and packaging subsidiary, Mondi Group ("Mondi") (the "Demerger") and a share consolidation of Existing Anglo American Ordinary Shares, all of the proposed resolutions were duly passed by the requisite majorities. Following the receipt of shareholder approval, if the reduction of capital of Mondi plc (the "MPLC Reduction of Capital") is approved by the High Court of Justice of England and Wales (the "Court") on 2 July 2007, Mondi will be demerged as a dual-listed company structure, comprising Mondi Limited ("MLTD"), a South African incorporated company holding Mondi's African assets, and Mondi plc ("MPLC"), a UK incorporated company holding Mondi's non-African assets. If the Demerger becomes effective, holders of ordinary shares in Anglo American will receive both ordinary shares in MLTD ("MLTD Ordinary Shares") and ordinary shares in MPLC ("MPLC Ordinary Shares") in proportion to their holdings of Existing Anglo American Ordinary Shares. Immediately following the Demerger, there will be a consolidation of Existing Anglo American Ordinary Shares (the "Anglo American Share Consolidation"). Following the Demerger and Anglo American Share Consolidation, for every 100 Existing Anglo American Ordinary Shares held, Shareholders will receive: • 25 MPLC Ordinary Shares; • 10 MLTD Ordinary Shares or MLTD depository interests; and • 91 New Anglo American Ordinary Shares. For information, the results of the voting were as follows: Resolution Total votes Votes in favour (as Votes against (as a Abstentions (as a cast a percentage of the percentage of the percentage of the votes cast) votes cast) votes cast) 1. To amend clauses in 951,140,246 949,892,477 (99.87%) 21,034 (0.00%) 1,226,735 (0.13%) the Articles of Association to allow a dividend in specie, closure of the branch register and suspension of transfers between the principal register and branch register 2. To approve the 951,139,178 949,867,298 37,331 (0.00%) 1,234,549 (0.13%) Demerger (including (99.87%) authorising the payment of a dividend in specie; approving the Demerger Agreement, the Indemnity Agreement and the Tax Agreement and generally authorising the directors of Anglo American in connection with the Demerger) 3. To approve the Anglo 951,140,246 949,887,725 (99.87%) 36,508 (0.00%) 1,216,013 (0.13%) American Share Consolidation 4. To approve the MPLC 951,140,246 949,881,756 (99.87%) 38,122 (0.00%) 1,220,368 (0.13%) Reduction of Capital 5. To approve the 951,140,246 949,885,139 (99.87%) 38,108 (0.00%) 1,216,999 (0.13%) consolidation of MPLC's share capital (the "MPLC Share Consolidation") 6. To authorise Anglo 951,140,246 936,447,331 (98.46%) 14,531,996 (1.53%) 160,919 American to make market purchases of its shares (0.02%) Copies of the resolutions passed at the Anglo American Extraordinary General Meeting have been submitted to the UKLA and will shortly be available for inspection by the public during normal business hours any weekday (public holidays excepted) at the UKLA's Viewing Facility, which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS The expected timetable to achieve the Demerger is as below: 29 June 2007 - Last day of dealings in Existing Anglo American Ordinary Shares cum entitlement to the Demerger Dividend 12.01 a.m. on 2 July 2007 - Record Time for entitlement to the Demerger Dividend and Anglo American Share Consolidation 12.30 a.m. on 2 July 2007- Effective time and date of Demerger Dividend 8.00 a.m. (9.00 a.m. South African time) on 2 July 2007 - Listing of and commencement of dealings in the New Anglo American Ordinary Shares on the LSE and JSE (ex entitlement to the Demerger Dividend) 8.00 a.m. (9.00 a.m. South African time) on 2 July 2007- Commencement of conditional dealings in MPLC Ordinary Shares on the LSE and of MPLC Ordinary Shares and MLTD Ordinary Shares on the JSE 10.00 a.m. on 2 July 2007 - Court hearing to confirm MPLC Reduction of Capital 4.00 p.m. on 2 July 2007 - Effective time and date of MPLC Share Consolidation 8.00 a.m. (9.00 a.m. South African time) on 3 July 2007 - Listing of and commencement of dealings in MPLC Ordinary Shares on the LSE and MPLC Ordinary Shares and MLTD Ordinary Shares on the JSE (together, "Admission") 5.00 p.m. (South African time) on 6 July 2007 - JSE Record Time for holders of Existing Anglo American Ordinary Shares held in uncertificated form via the Strate system. Conditional dealings in MPLC Ordinary Shares and MLTD Ordinary Shares will commence at 8.00 a.m. (9.00 a.m. South African time) on Monday, 2 July 2007 until Admission. If the Court approves the MPLC Reduction of Capital on Monday 2 July, all MPLC and MLTD conditional trades executed on Monday 2 July will be settled on a normal basis. If the MPLC Reduction of Capital and Admission does not occur by 8.00 a.m. (9.00 a.m. South African time) on Tuesday, 3 July 2007, all conditional dealings will be suspended. If, at 4.00 p.m. (5.00 p.m. South African time) on Tuesday, 3 July 2007, it cannot be confirmed that the MPLC Reduction of Capital and Admission will become effective by 8.01 a.m. (9.01 a.m. South African time) on Wednesday, 4 July 2007, all conditional dealings on Monday, 2 July 2007 will be of no effect and will be unwound. In the event that Admission does not occur on Tuesday, 3 July, but the MPLC Reduction of Capital subsequently becomes effective, MPLC Ordinary Shares and MLTD Ordinary Shares will be admitted to trading and commence dealing on the day following the MPLC Reduction of Capital becoming effective. In the event that the MPLC Reduction of Capital and Admission does not become effective by 8.01 a.m. (9.01 a.m. South African time) on Friday, 6 July 2007, Anglo American will acquire all the MPLC Ordinary Shares and allot on Monday, 9 July 2007 New Anglo American Ordinary Shares to the MPLC Ordinary Shareholders as consideration. Shareholders are therefore advised that if the Court does not approve the MPLC Reduction of Capital, it is possible that Shareholders would be unable to trade MLTD Ordinary Shares and MPLC Ordinary Shares (or any New Anglo American Ordinary Shares issued by Anglo American to acquire MPLC Ordinary Shares pursuant to the arrangements set out above) for up to four days. Anglo American +44 20 7968 8888 Charles Gordon Mondi +44 1932 826300 Paul Hollingworth Mervyn Walker Goldman Sachs International +44 (0)20 7774 1000 Simon Dingemans Dominic Lee UBS +44 (0)20 7567 8000 James Hartop Nimesh Patel Financial Dynamics Richard Mountain +44 (0)20 7269 7121 Louise Brugman +27 11 214 2415 / +23 83 504 1186 Notes to the Editors 1. Upon the Demerger becoming effective, the Mondi Group will be held by way of a dual listed company structure comprising MLTD and MPLC. 2. The JSE has granted a primary listing to MLTD by way of an introduction of the entire issued ordinary share capital of MLTD, in the "Basic Resources - Forestry and Paper" sector of the JSE List. The JSE has also granted a secondary listing by way of introduction of the entire issued ordinary share capital of MPLC in the "Basic Resources - Forestry and Paper" sector of the JSE List. Application has been made to the FSA for the MPLC Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange. MPLC will be included in the "Forestry and Paper" sector of the London Stock Exchange. 3. The Demerger remains conditional upon the approval of the MPLC Reduction of Capital by the Court at the hearing at 10.00 a.m. on Monday, 2 July 2007. (As mentioned in the Circular, another of the conditions is the giving of clearances by HM Revenue and Customs. At the time of printing the Circular, the clearances already given on the basis of advanced proposals for the Demerger were in the process of being refreshed to reflect minor changes to the proposals. Updated clearances have now been obtained.) The information in this announcement should be read in conjunction with the full text of the Prospectus and Circular. Terms used in this press release but not defined herein have the meaning given to them in the circular to Shareholders published on 1 June 2007 (the "Circular"). This press release has been issued by and is the sole responsibility of Anglo American. Goldman Sachs International which is regulated in the United Kingdom by the FSA, UBS Limited and UBS South Africa (Proprietary) Limited are acting exclusively for Anglo American plc and the Mondi Group and no one else in connection with the proposed Demerger and Admission and will not be responsible to anyone else for providing the protections afforded to respective customers of Goldman Sachs International, UBS Limited and UBS South Africa (Proprietary) Limited or for providing advice in relation to the proposed Demerger and Admission or the contents of this announcement. This press release does not comprise listing particulars or a prospectus relating to Anglo American, MLTD or MPLC and does not constitute an offer or invitation to purchase or subscribe for any securities of Anglo American, MLTD or MPLC and should not be relied on in connection with a decision to purchase or subscribe for any such securities. This press release does not constitute a recommendation regarding the securities of Anglo American or MLTD or MPLC. This announcement does not constitute a recommendation concerning the Demerger, and should not be construed as legal, business, tax or investment advice. The value of shares can go down as well as up. Past performance is not a guide to future performance. Shareholders should consult a professional adviser as to the suitability of the Demerger for the individual concerned. None of the MPLC Ordinary Shares, the MLTD Ordinary Shares or the New Anglo American Ordinary Shares will be, or is required to be, registered under the US Securities Act of 1933, as amended. None of the MPLC Ordinary Shares, the MLTD Ordinary Shares or the New Anglo American Ordinary Shares referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. Certain statements made in this announcement are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results referred to in these forward looking statements. The distribution of this document in jurisdictions other than the United Kingdom or the Republic of South Africa may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. Shareholders receiving MLTD Ordinary Shares and/or MPLC Ordinary Shares do so on the basis that they expressly acknowledge, agree and represent to Mondi that they receive those Mondi Ordinary Shares for their own account and not with the intention to resell or distribute those shares within Australia within 12 months from the date of their issue, unless the sale is pursuant to an offer that does not need disclosure in accordance with the requirements of section 708 or 708A of the Australian Corporations Act 2001 (Cth). This document and its distribution and the offering and receiving of the MLTD Ordinary Shares and/or MPLC Ordinary Shares do not constitute an offering of securities to the public in the Republic of Italy. This information is provided by RNS The company news service from the London Stock Exchange
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