Mondi Share Capital

Anglo American PLC 29 June 2007 News Release 29 June 2007 Anglo American plc Demerger of Mondi Share capital information Anglo American plc ("Anglo American") and the Mondi Group ("Mondi") announce the following information in relation to the share capital of Anglo American plc, Mondi Limited ("MLTD") and Mondi plc ("MPLC") in connection with the proposed demerger of Mondi from Anglo American (the "Demerger") and establishment of Mondi as a dual-listed company structure, comprising MLTD, a South African incorporated company holding Mondi's African assets, and MPLC, a UK incorporated company holding Mondi's non-African assets. As at 29 June 2007, the issued ordinary share capital of Anglo American consisted of 1,541,657,700 ordinary shares of US$0.50 each, ("Anglo American Ordinary Shares") of which 72,694,480 such shares were held as treasury shares. No change in the number of such issued Anglo American Ordinary Shares is expected prior to the record time (12.01 a.m. on 2 July 2007 (the "Record Time ")) for the Demerger and the proposed consolidation of Anglo American Ordinary Shares (the "Anglo American Share Consolidation") described in the circular to holders of Anglo American Ordinary Shares dated 1 June 2007 (the "Circular") and the prospectus for the Mondi Group dated 1 June 2007 (the "Prospectus"). As described in the Circular and the Prospectus, following the passing of the resolutions at the Extraordinary General Meeting of Anglo American held on 25 June 2007, it is expected that the dividend in specie proposed to be paid to the holders of Anglo American Ordinary Shares at the Record Time to effect the distribution to shareholders of MPLC Ordinary Shares as the first step in the Demerger, and which is more fully described in the Circular and the Prospectus (the "Demerger Dividend"), will be paid at 12.30 a.m. on 2 July 2007. Following payment of the Demerger Dividend, and admission to the Official List of the UKLA and to trading on the London Stock Exchange and the JSE of the new ordinary shares in Anglo American which will arise from the Anglo American Share Consolidation, which is expected to be at 8.00 a.m. (London time) on 2 July 2007, the Anglo American Share Consolidation will become effective with the result that for every 100 existing Anglo American Ordinary Shares held at the Record Time, shareholders will receive 91 new Anglo American ordinary shares of 5486/91 US cents each (the "New Anglo American Ordinary Shares"). Accordingly, following the Anglo American Share Consolidation, the issued ordinary share capital of Anglo American will consist of 1,402,908,507 New Anglo American Ordinary Shares of which 66,151,976 will be held as treasury shares and 70,608,463, in aggregate, will be held by Tarl Investments Holdings Limited (" Tarl"), Epoch Investments Holdings Limited ("Epoch") and Epoch Two Investment Holdings Limited ("Epoch 2"), subject to the agreements in relation to such shares referred to below. In addition, the employee benefit trust will hold 12,840,276 New Anglo American Ordinary Shares. Calculations of earnings per share for Anglo American exclude the shares held by Anglo American, Tarl, Epoch and Epoch 2, as well as the employee benefit trust. As described in the Circular and the Prospectus, the Demerger of Mondi involves a proposed reduction of capital of MPLC, which is intended to be effected following payment of the Demerger Dividend (the "MPLC Reduction of Capital"). The Court hearing to confirm the MPLC Reduction of Capital will take place at 10.00 a.m. on 2 July 2007. On the assumption that the Demerger Dividend is paid, the MPLC Reduction of Capital becomes effective, and accordingly the Demerger is implemented, on the basis of the number of Anglo American Ordinary Shares which will be in issue at the Record Time as set out above, the authorised and issued share capital of MPLC immediately following the Demerger (including the proposed consolidations and subdivisions of the share capital of MPLC to be effected in connection with the Demerger, and the implementation of the dual-listed company structure, as described in the Circular and the Prospectus) will be as follows: Authorised Issued (number) Amount (number) Amount MPLC Ordinary Shares of €0.20 each 3,177,608,605 €635,521,721.00 367,240,805 €73,448,161.00 MPLC Preference Shares of £1 each 50,000 £50,000 50,000 £50,000 MPLC Special Converting Shares of €0.20 each 250,000,000 €50,000,000 146,896,322 €29,379,264.40 UK DAN Share 1 €1 1 €1 UK DAS Share 1 €1 1 €1 MPLC Special Voting Share 1 €1 1 €1 MPLC Special Rights Share 1 €1 1 €1 and the authorised and issued share capital of MLTD immediately following the Demerger will be as follows: Authorised Issued (number) Amount (number) Amount MLTD Ordinary Shares of R0.20 each 250,000,000 R50,000,000 146,896,322 R29,379,264.40 SA DAS Share 1 R1 1 R1 SA DAN Share 1 R1 1 R1 MLTD Special Converting Shares of R0.20 each 650,000,000 R130,000,000 367,240,805 R73,448,161.00 MLTD Special Rights Share at R1.00 1 R1 1 R1 Upon the Demerger becoming effective, by virtue of their holdings of Anglo American Ordinary Shares at the Record Time, Tarl and Epoch will hold in aggregate 19,267,429 MPLC Ordinary Shares and 7,706,971 MLTD Ordinary Shares, representing approximately 5.25 per cent of each of the issued ordinary share capital of MPLC and MLTD. As referred to in the Prospectus, pursuant to agreements entered into between Tarl, Epoch and Tenon Investment Holdings (Pty) Limited, ("Tenon"), a wholly owned subsidiary of Anglo American South Africa Limited, Tenon has the right to nominate a third party to take a transfer of such shares and the intention is that Tenon will exercise such rights in connection with Tenon's intended sale of such shares. Following publication of the Circular and the Prospectus, Tenon entered into a similar agreement with Epoch 2 and the intention is that Tenon will also exercise equivalent transfer rights in connection with Tenon's intended sale of MPLC Ordinary Shares or MLTD Ordinary Shares which will be held by Epoch 2. Anglo American wishes to clarify that it is not expected that any such sales of MPLC Ordinary Shares or MLTD Ordinary Shares referred to above will take place in the shorter term. An announcement will be made when such sales have been completed. The timing and manner of all such sales, which may be effected in one or more separate transactions, will be determined by Tenon with regard to a number of factors, including market conditions. 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 and are expected to continue until admission of the MPLC Ordinary Shares to the Official List of the UKLA and to trading on the London Stock Exchange and the admission of the MPLC Ordinary Shares and the MLTD Ordinary Shares to the JSE (together "Admission") which is expected to take place on Tuesday, 3 July 2007. If the Court approves the MPLC Reduction of Capital on Monday 2 July, all MPLC and MLTD conditional trades executed on Monday, 2 July 2007 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 2007, 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 compensation 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 Mondi 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. Assuming the Demerger becomes effective, settlement in respect of the New Anglo American Ordinary Shares and the MPLC Ordinary Shares and MLTD Ordinary Shares to which shareholders will become entitled is expected to be effected on the basis described in the Circular and the Prospectus. Anglo American +44 (0)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 / +27 83 504 1186 Notes Further information in relation to the holdings of ordinary shares in Anglo American of Tarl and Epoch, and the arrangements pursuant to which such shares were acquired and are held, is contained in Note 28 of the Notes to the published financial statements of Anglo American for the year ended 31 December 2006. 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. Terms used in this press release but not defined herein have the meaning given to them in the Circular. The information in this announcement should be read in conjunction with the full text of the Prospectus and 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 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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