August 12, 2022
(press release)
–
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THE GROUP EXPECTS TO PUBLISH IN DUE COURSE A CIRCULAR IN CONNECTION WITH THE TRANSACTION, ANY VOTING DECISIONS BY SHAREHOLDERS IN CONNECTION WITH THE TRANSACTION SHOULD BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THAT CIRCULAR. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR IMMEDIATE RELEASE. 12 August 2022 Proposed disposal of Mondi Syktyvkar Mondi plc (“Mondi” or the “Group”) today announces that it has entered into an agreement to sell its most significant facility in Russia, Joint Stock Company Mondi Syktyvkar, together with two affiliated entities (together “Syktyvkar” or the “Business”) to Augment Investments Limited (“Augment”) for a consideration of RUB 95 billion (around €1.5 billion at current exchange rate)1, payable in cash on completion (the “Disposal”). The Disposal is conditional on the approval of the Russian Federation’s Government Sub- Commission for the Control of Foreign Investments and customary antitrust approvals. The Disposal is also subject to the approval of Mondi’s shareholders at a General Meeting. The Syktyvkar assets to be transferred to Augment as part of the proposed Disposal exclude a cash balance of RUB 16 billion (around €255 million at current exchange rate). The cash balance is planned to be distributed by form of dividend to Mondi before completion. Remittance of this dividend requires the approval of the Ministry of Finance of the Russian Federation. The net proceeds from the Disposal and the RUB 16 billion dividend will be distributed to Mondi’s shareholders as soon as reasonably practicable following receipt. The proposed Disposal follows Mondi’s announcement on 4 May 2022 that, having assessed all options for the Group’s interests in Russia, it had decided to divest its Russian assets. Accordingly, Mondi launched a competitive auction process to find a suitable new owner for Syktyvkar. Syktyvkar is a wholly owned integrated pulp, packaging paper and uncoated fine paper mill located in Syktyvkar (Komi Republic). The Business employs approximately 4,500 people and it is a leading provider of uncoated fine paper and containerboard to the domestic Russian market. For the year ended 31 December 2021, Syktyvkar reported revenues of €821 million, EBITDA of €334 million and profit before tax of €271 million. For the six months ended 30 1 Converted at FX rate of 61.7 RUB/EUR June 2022, Syktyvkar reported EBITDA of €225 million and as of 30 June 2022, the gross assets of the Business were €1,590 million while its net asset value was €1,203 million. Mondi operates three converting plants in Russia, which are much smaller in size, not affiliated with Syktyvkar and not part of the Disposal. An update will be provided on the divestment of these plants in due course. Augment is an investment vehicle majority owned by Viktor Kharitonin, comprising assets in the pharmaceutical and other sectors across Russia, Europe and the United Kingdom. The Disposal is expected to complete in the second half of 2022. However, the divestment process for these significant assets is operationally and structurally complex and is being undertaken in an evolving political and regulatory environment. Therefore, there can be no certainty as to when the proposed Disposal will be completed. Further information regarding conditions of the disposal As set out above, the Disposal is subject to the approval of the Russian Federation’s Government Sub-Commission for the Control of Foreign Investments as well as customary antitrust approvals. The Disposal is a Class 1 transaction under the Listing Rules and it is therefore conditional upon the approval of Mondi’s shareholders at a General Meeting. The date of the General Meeting will be confirmed in a Circular and notice of General Meeting to be published following receipt of approval from the Russian Federation’s Government Sub- Commission for the Control of Foreign Investments. Enquiries Media: Kerry Cooper Richard Mountain (FTI Consulting) +44 193 282 6357 +44 788 145 5806 +44 790 968 4466 Rothschild & Co (Financial Adviser and Sponsor to Mondi): John Deans +44 207 280 5000 Neil Thwaites Important Notice This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement shall constitute an offer or invitation to underwrite, buy, subscribe, sell or issue of the solicitation of an offer to buy, sell, acquire, dispose or subscribe for shares of any other securities. Nothing in this announcement should be interpreted as a term or condition of the Disposal. A circular is expected to be published in due course in connection with the Disposal (the "Circular"). Copies of the Circular will, following publication, be available through the website of Mondi at www.mondigroup.com. Neither the content of Mondi’s website nor any website accessible by hyperlinks on the Group’s website is incorporated in, or forms part of, this announcement. Mondi urges its shareholders to read the Circular once published carefully as it contains important information in relation to the Disposal. Any vote in respect of resolutions to be proposed at the General Meeting to approve the Disposal and related matters should be made only on the basis of the information contained in the Circular. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. N.M. Rothschild & Sons Limited ("Rothschild & Co") is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and is acting exclusively for the Group and no one else in connection with the contents of this document and any other matters referred to in this document and will not regard any other person (whether or not a recipient of this document) as a client in relation to any other matters referred to in this document and will not be responsible to anyone other than the Group for providing the protections afforded to its clients, or for providing advice, in relation to the contents of this document or any other matter or arrangement referred to in this document. Rothschild & Co does not accept any responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Group and/or any other transaction or arrangement referred to herein. Rothschild & Co accordingly disclaims, to the fullest extent permitted by applicable law, all and any duty, liability, or responsibility whatsoever whether arising in tort, contract or otherwise, which it might otherwise have in respect of this document or any such statement. No representation or warranty, express or implied, is made by Rothschild & Co or any of its affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this document, and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future, provided that nothing in this paragraph shall seek to exclude or limit any responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder. 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, market growth and developments, expectations of growth and profitability and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements are sometimes identified by the use of forward- looking terminology such as “believe”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology. 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 and other statements contained in this document regarding matters that are not historical facts involve predictions and are based on numerous assumptions regarding Mondi’s present and future business strategies and the environment in which Mondi will operate in the future. These forward looking statements speak only as of the date on which they are made. No assurance can be given that such future results will be achieved; various factors could cause actual future results, performance or events to differ materially from those described in these statements. Such factors include in particular but without any limitation: (1) operating factors, such as continued success of manufacturing activities and the achievement of efficiencies therein, continued success of product development plans and targets, changes in the degree of protection created by Mondi’s patents and other intellectual property rights and the availability of capital on acceptable terms; (2) industry conditions, such as strength of product demand, intensity of competition, prevailing and future global market prices for Mondi’s products and raw materials and the pricing pressures thereto, financial condition of the customers, suppliers and the competitors of Mondi and potential introduction of competing products and technologies by competitors; and (3) general economic conditions, such as rates of economic growth in Mondi’s principal geographical markets or fluctuations of exchange rates and interest rates. Mondi expressly disclaims a) any warranty or liability as to accuracy or completeness of the information provided herein; and b) any obligation or undertaking to review or confirm analysts’ expectations or estimates or to update any forward-looking statements to reflect any change in Mondi’s expectations or any events that occur or circumstances that arise after the date of making any forward-looking statements, unless required to do so by the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation or applicable law or any regulatory body applicable to Mondi, including the JSE Limited, the FCA and the LSE. Any reference to future financial performance included in this announcement has not been reviewed or reported on by the Group’s auditors. Editor’s notes Mondi is a global leader in packaging and paper, contributing to a better world by making innovative solutions that are sustainable by design. Our business is integrated across the value chain – from managing forests and producing pulp, paper and films, to developing and manufacturing sustainable consumer and industrial packaging solutions using paper where possible, plastic when useful. Sustainability is at the centre of our strategy, with our ambitious commitments to 2030 focused on circular driven solutions, created by empowered people, taking action on climate. In 2021, Mondi had revenues of €7.0 billion and underlying EBITDA of €1.2 billion from continuing operations, and employed 21,000 people worldwide. Mondi has a premium listing on the London Stock Exchange (MNDI), where the Group is a FTSE100 constituent, and also has a secondary listing on the JSE Limited (MNP).
Investors/analysts:
Clara Valera
Mondi Group Head of Strategy and Investor Relations
Mondi Group Communication Director
* All content is copyrighted by Industry Intelligence, or the original respective author or source. You may not recirculate, redistrubte or publish the analysis and presentation included in the service without Industry Intelligence's prior written consent. Please review our terms of use.
