Mondi Group makes offer to acquire additional 34% stake, or 17 million shares, of Polish Group member Mondi Swiecie; cash public tender offer would provide 69 Polish Zloty per share, bring Mondi Swiecie under full ownership of Mondi
Kendall Sinclair
JOHANNESBURG
,
February 16, 2012
(press release)
–
As part of the dual listed company structure, Mondi Limited and Mondi plc (together “Mondi Group”) notify both the JSE Limited (“JSE”) and the London Stock Exchange of matters required to be disclosed under the JSE Listings Requirements and/or the Disclosure Rules and Transparency Rules and/or the Listing Rules of the United Kingdom Listing Authority.
Reviewed Unaudited Percentage Underlying earnings 1 38.2 41.8 9.4 Basic earnings from continuing operations 39.0 42.5 9.0 Basic earnings from continuing and discontinued operations 41.6 45.1 8.4 Headline earnings 2 39.4 42.9 8.9 Diluted underlying earnings 1 37.7 41.2 9.3 Diluted earnings from continuing operations 38.5 42.0 9.1 Diluted earnings from continuing and discontinued operations 41.0 44.5 8.5 Diluted headline earnings 2 38.9 42.4 9.0 Net asset value 6.40 5.86 (8.4) Tangible net asset value 5.93 5.39 (9.1)
Mondi Group has made an all cash public tender offer of PLN69.00 (EUR16.48) per share (“Offer”) for 17 million shares representing 34% of the share capital of Mondi Świecie S.A. (“Mondi Świecie”) that it does not already own. Mondi Świecie is listed on the Warsaw Stock Exchange. The Offer represents a premium of 15.6% over the last three months average price of PLN59.71 (EUR14.26) and a premium of 4.1% over the last six months average price of PLN66.26 (EUR15.82).
Mondi Świecie is a leading integrated manufacturer of virgin and recycled containerboard in Central Eastern Europe (CEE). In 2011 it produced 1,333 thousand tonnes of containerboard at its operations in Swiecie, Poland. Mondi Świecie presently employs approximately 1,020 people under its Managing Director Maciej Kunda. This acquisition would bring into full ownership an asset of the Mondi Group, further streamlining its corporate structure.
Mondi Świecie today announced its results for the year ended 31 December 2011. The company generated EBITDA of PLN610m (EUR148m), operating profit of PLN457m (EUR111m) and net earnings of PLN396m (EUR96m). As of 31 December 2011 it had net cash of PLN70m (EUR16m), gross assets of PLN2,729m (EUR612m) and shareholders’ equity of PLN1,830m (EUR410m). A translation of the company’s announced Consolidated Financial Statements and Report on Business Activities for the year ended 31 December 2011 is set out below. Under the Offer, the implied equity value of the whole of Mondi Świecie is PLN3.5bn (EUR824m) and represents an EV/EBITDA multiple of approximately 5.5x and a P/E multiple of approximately 8.7x for 2011.
The Offer is expected to be concluded in mid April 2012. Full acceptance of the Offer would result in an aggregate cash consideration payable by the Mondi Group on closing of PLN1.2bn (EUR280m). The Offer is conditional on Mondi Group achieving minimum acceptances of 14% of Mondi Świecie shares (to bring the Mondi Group’s total interest in the company to not less than 80%). After completion of the Offer, Mondi intends to delist Mondi Świecie from the Warsaw Stock Exchange. The Offer will be funded by Mondi Group’s existing cash resources and from existing committed bank facilities available to it.
In accordance with the provisions of the JSE Listings Requirements, the unaudited pro forma financial effects set out below are included for the purpose of illustrating the effects of a full acceptance of the Offer on Mondi Group’s underlying earnings, basic earnings from continuing operations, basic earnings from continuing and discontinued operations, headline earnings, net asset value and tangible net asset value per ordinary share, for the half year ended 30 June 2011 as if such transaction had occurred on 1 January 2011 for income statement purposes and 30 June 2011 for statement of financial position purposes. These unaudited pro forma financial effects are the responsibility of the directors and have been prepared in accordance with the guidelines issued by the South African Institute of Chartered Accountants.
These unaudited pro forma financial effects are presented for illustrative purposes only and because of their nature, may not give a fair reflection of Mondi Group’s financial position nor the effect on future earnings following the acquisition:
Per Mondi Ordinary Share
(Euro cents)
before
Acquisition 3
after
Acquisition 4
Change
Notes:
1. Underlying earnings per share excludes the impact of special items.
2. The presentation of headline earnings per share is mandated under JSE listings requirements. Headline earnings has been calculated in accordance with Circular 3/2009, "Headline Earnings", as issued by the South African Institute of Chartered Accountants.
3. The Group financial information has been extracted, without adjustment, from the Group's reviewed results for the six months ended 30 June 2011.
4. The adjustments to earnings, on the basis that the acquisition had occurred on 1 January 2011 for income statement purposes and 30 June 2011 for statement of financial position purposes, include the following main items:
The exclusion of the non-controlling interest charge in respect of Mondi Swiecie
The estimated finance charges associated with the financing of the consideration
Assumed taxation rate of 26.25%
Net asset value and tangible net asset value, on the basis that the acquisition had occurred on 1 January 2011 for income statement purposes and 30 June 2011 for statement of financial position purposes,are reduced by the estimated consideration of EUR280 million.
About Mondi:
Mondi is an international paper and packaging Group, with production operations across 31 countries and revenues of EUR 6.2 billion in 2010. The Group's key operations are located in central Europe, Russia and South Africa and as at the end of 2010, Mondi employed approximately 29,000 people.
Mondi is fully integrated across the paper and packaging process, from the growing of wood and the manufacture of pulp and paper (including recycled paper), to the conversion of packaging papers into corrugated packaging, industrial bags and coatings. The Group is principally involved in the manufacture of packaging paper, converted packaging products and uncoated fine paper (UFP).
Mondi has a dual listed company structure, with a primary listing on the JSE Limited for Mondi Limited under the ticker code MND and a premium listing on the London Stock Exchange for Mondi plc, under the ticker code MNDI. The Group has been recognised for its sustainability through its inclusion in the FTSE4Good UK, Europe and Global indices in 2008, 2009 and 2010 and the JSE's Socially Responsible Investment (SRI) Index in 2007, 2008, 2009 and 2010.
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