Results of General Meeting and finalisation announcement

Mondi plc

Incorporated in England and Wales

Registered number: 6209386

LEI: 213800LOZA69QFDC9N34

LSE share code: MNDI   ISIN: GB00B1CRLC47

JSE share code: MNP

 

15 January 2024

 

General Meeting results & finalisation announcement

 

General Meeting Results

 

The purpose of this announcement is to advise shareholders of the results of a General Meeting of Mondi plc held earlier today and, in accordance with the JSE Listings Requirements, to provide shareholders with finalisation information in relation to the implementation of the Special Dividend and associated Share Consolidation in accordance with the Circular.

 

All resolutions were passed by shareholders by way of a poll and all valid proxy votes were included in the poll. The Company's issued share capital on 11 January 2024 (the voting record date) was 485,553,780 ordinary shares of €0.20 each. Overall in excess of 73% of shares were voted. The total number of votes received on each resolution is as follows:

 

Resolution	Votes For	%	Votes Against	%	Votes Total	% of ISC Voted	Votes Withheld **
1. To declare a special dividend	356,833,073	100.00	15,653	0.00	356,848,726	73.49%	87,271
2. To approve the share consolidation	354,747,912	99.83	594,687	0.17	355,342,599	73.18%	1,593,398
3. To authorise the directors to allot relevant securities	328,823,596	92.17	27,951,594	7.83	356,775,190	73.48%	160,807
4. To authorise the directors to disapply pre-emption rights*	325,253,231	91.15	31,576,014	8.85	356,829,245	73.49%	106,752
5. To authorise Mondi plc to purchase its own shares*	313,016,563	87.79	43,536,250	12.21	356,552,813	73.43%	383,184

 

 

* Special Resolutions

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

All resolutions have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Finalisation Announcement

 

Following the approval of the Special Dividend and the Share Consolidation by Shareholders at the General Meeting, all conditions required to be fulfilled to proceed to implementation of the Special Dividend and Share Consolidation have been fulfilled.

 

Unless otherwise defined, all capitalised terms have the same meanings as defined in the circular published by the Company on 19 December 2023 (the "Circular").

 

The terms and conditions and salient dates and times in relation to the Special Dividend and Share Consolidation as set out in the Circular and the announcements published by the Company on 19 December 2023 remain unchanged. The tax considerations relating to the Special Dividend and the Share Consolidation are included on pages 22 to 26 of the Circular.

 

Shareholders are advised to read the Circular (available on Mondi's website www.mondigroup.com/investors) which contains the terms and conditions of the Special Dividend and Share Consolidation, with care and in full. An electronic copy of the Circular is available on the Company's website at www.mondigroup.com/investors and can be made available through a secure electronic manner at the election of the person requesting inspection.

 

Fractional Entitlements

 

The Share Consolidation will replace every 11 Existing Ordinary Shares with 10 New Ordinary Shares. If an individual shareholding is not exactly divisible by 11, the Shareholder in question will be left with a fractional entitlement. Fractional entitlements arising from the Share Consolidation will not be delivered to Shareholders but will instead be aggregated and sold in the market, the proceeds of which will be dealt with as outlined below:

 

(A)     Shareholders on the UK Register

 

-          The net proceeds of the sale, after the deduction of any expenses and/or commission associated with such sale (including any related VAT), will be paid in due proportion to the relevant Shareholders.

-          Payment of fractional entitlements (where applicable) is expected to be effected on 12 February 2024. CREST members will receive their fractional entitlement payment via their CREST accounts. Shareholders on the UK Register who are not CREST members will receive their payment by cheque.

 

(B)     Shareholders on the South African Branch Register

 

-          In South Africa, the cash sum equal to its fractional entitlement will be calculated in accordance with South African market requirements. The cash value in respect of fractional entitlements to New Ordinary Shares shall be determined by reference to the weighted average price of the New Ordinary Shares on the JSE on 24 January 2024, less 10 per cent. in accordance with the Listings Requirements.

-          Details regarding the payment of cash proceeds in respect of fractional entitlements to New Ordinary Shares will be announced on SENS by the Company before 11:00 a.m. (SA time) on 25 January 2024.

 

Issuance of shares

As stated in the Circular, in order to effect the Share Consolidation, it is necessary for the Company to issue three additional Ordinary Shares of €0.20 each, so that the number of Existing Ordinary Shares is exactly divisible by 11 and to ensure the Share Consolidation results in a whole number of New Ordinary Shares following the Share Consolidation.  

The Company confirms that applications will be made on or around 16 January 2024 for the admission of three new Ordinary Shares to: (i) the premium listing segment of the Official List of the Financial Conduct Authority of the United Kingdom and to trading on the London Stock Exchange's main market for listed securities; and (ii) listing and trading on the main board of the JSE ("Admission").

These three additional Ordinary Shares will be issued to the Company's employee benefit trust, the Employee Share Trust, and will rank equally with the existing issued Ordinary Shares of the Company.

It is expected that Admission will become effective on or around 19 January 2024 and that trading will commence on the same day.

Following the issue of the three additional Ordinary Shares, the total number of Existing Ordinary Shares in issue will be 485,553,783. The Company does not hold any shares in treasury. Therefore, the total number of votes exercisable following the issue of the three additional Ordinary Shares will be 485,553,783.

 

 

Jenny Hampshire

Company Secretary 

Mondi plc

 

 

About Mondi

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 2022, Mondi had revenues of €8.9 billion and underlying EBITDA of €1.8 billion from continuing operations, and employed 22,000 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).

 

Sponsor in South Africa: Merrill Lynch South Africa Proprietary Limited t/a BofA Securities.

 

 

Legal Notice

 

The disclaimers, forward looking statements and important notices set out in the long-form announcement published by the Company on 19 December 2023, in relation to the publication of the Circular relating to a proposed Special Dividend and associated Share Consolidation, are specifically incorporated by reference into this announcement as if restated and repeated in this announcement in full.