Pre-Listing Statement
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M pact Limited ( the proposed new name for Mondi Packaging South Africa Limited) (incorporated in the Republic of South Africa) (Registration number 2004/025229/06) JSE share code: MPT ISIN: ZAE000156501 PRE-LISTING STATEMENT This pre-listing statement is not an invitation to subscribe for shares in Mpact Limited (the “Company”), but is issued in compliance with the Listings Requirements of the JSE Limited (the “JSE”) for the purposes of providing information to the public with regard to the business and affairs of the Company and its subsidiaries as at the Date of Listing. The Demerger of the Group by Mondi Limited and the listing of the Company are subject to the conditions set out in Part VIII: (Particulars of the Demerger ) of this pre-listing statement. The JSE has granted the Company a listing in respect of 164 ,046 ,476 ordinary shares of no par value (“Shares”), being the entire issued ordinary share capital of the Company as at the Date of Listing, in the “Containers & Packaging” sector under the abbreviated name “Mpact”, symbol “ MPT” and ISIN: ZAE000156501. This pre-listing statement has been prepared on the assumption that: (i) the ordinar y and special resolutions proposed in the notice of general meeting forming part of the Mondi Limited Circular with which this pre-listing statement is enclosed will be passed at the general meeting of Mondi Limited to be held on Thursday, 30 June 2011; (ii) the ordinary resolutions proposed in the notice of general meeting forming part of the Mondi plc Circular will be passed at the general meeting of Mondi plc to be held on Thursday, 30 June 2011; and (iii) the Demerger (as defined) will be implemented. The Directors, whose names are given in paragraph 1 on page 3 6 of this pre-listing statement, collectively and individually, accept full responsibility for the accuracy of the information contained herein and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this pre-listing statement contains all information required by the Listings Requirements. The authorised share capital of the Company, as at the date of this pre-listing statement, is 217 ,500 ,000 ordinary shares with no par value and the Company has a stated capital of R244 million, divided into 23 ,192 ,750 ordinary shares with no par value. At the Date of Listing, the authorised share capital of the Company will comprise 217 ,500 ,000 Shares and the Company will have a stated capital of R2 ,334 million, divided into 164 ,046 ,476 fully paid Shares. All Shares rank pari passu in all respects, there being no conversion or exchange rights attaching thereto, and have equal rights to participate in capital, dividend and profit distributions by the Company. There will be no other class of shares in issue by the Company as at the Date of Listing. As at the Date of Listing, no Shares will be held by the Company or any of its subsidiaries as treasury shares. The auditors and reporting accountants, whose reports are contained in this pre-listing statement, have given and have not withdrawn their written consent to the inclusion of their reports in the form and context in which they appear herein. Each of the sponsor, financial advisers, legal advisers, transfer secretaries and commercial bankers named in this pre-listing statement has consented in writing to act in those capacities as stated in this pre-listing statement and has not withdrawn its consent prior to the publication of this pre-listing statement. Sponsor and financial adviser to M pact Financial adviser to Mondi Group Legal advisers to Mpact Legal adviser to Mondi Group as as to South African Law to English and US Law Reporting accountants and International legal adviser auditors to Mpact Transfer secretaries DATE OF ISSUE: 31 MAY 2011 Expected Date of Listing: 09:00 am on Monday, 11 Ju ly 2011. All times referred to in this pre-listing statement are times in South Africa. Any changes to the foregoing dates and times will be released on SENS and published in the South African press. Subject to certain exceptions, this pre-listing statement does not constitute an offer to sell nor a solicitation to buy securities as such terms are defined under the US Securities Act of 1933 (the “US Securities Act”). The Demerged Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up or renounced, directly or indirectly, within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Demerged Shares in the United States. The Demerged Shares have not been and will not be registered under the securities laws of any Excluded Territory and may not be offered, sold, taken up or renounced, directly or indirectly, within such jurisdictions, except pursuant to an applicable exemption from and in compliance with any applicable securities laws. This document is only available in English and copies hereof may be obtained during normal business hours from Tuesday, 31 May 2011 until Thursday, 30 June 2011 from the Company at its registered office, the Mondi Group website at www.mondigroup.com, Rand Merchant Bank, a division of First Rand Bank Limited and the transfer secretaries at their respective physical addresses which appear in the Corporate Information section on page 4 of this pre-listing statement. The whole of this pre-listing statement should be read. In particular, investors are referred to in Part VII (Risk Factors) of this pre-listing statement. This pre-listing statement has been prepared on the basis that the Demerger Conditions Precedent, including that: (i) the Resolutions are passed at the Mondi General Meetings, as proposed in the Mondi Circulars ; and (ii) the Demerger is implemented by Mondi Group, are fulfilled. For details on the Demerger, please see the Mondi Circulars. The definitions, interpretation and glossary commencing on page 14 of this pre-listing statement apply to this pre-listing mutatis mutandis statement, including these cover pages. Certain definitions For purposes of this pre-listing statement, references to the “Company” and “Mpact” are to Mondi Packaging South Africa Limited (formerly Mondi Packaging South Africa (Proprietary) Limited and being renamed Mpact Limited) and references to the “Group” is to Mondi Packaging South Africa Limited (formerly Mondi Packaging South Africa (Proprietary) Limited and being renamed Mpact Limited) and its subsidiaries or its predecessor or successor companies from time to time, unless the context otherwise requires. Last Practicable Date Unless the context clearly indicates otherwise, all information provided in this pre-listing statement is provided at the Last Practicable Date. Special note in regard to this pre-listing statement and the Demerged Shares To the extent that this pre-listing statement is provided to persons outside South Africa, the following is noted: The release, publication or distribution of this pre-listing statement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this pre-listing statement is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the laws of any such jurisdiction. This pre-listing statement does not constitute an offer to purchase or to subscribe for shares or other securities or a solicitation of any vote or approval in any jurisdiction. The Demerged Shares have not been approved or disapproved by the US Securities and Exchange Commission (the “SEC”), any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Demerged Shares or the accuracy or adequacy of this pre-listing statement. Any representation to the contrary is a criminal offence in the United States. TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. Restricted Mondi Limited Shareholders and, subject to certain exceptions, US Mondi Limited Shareholders will not receive any Demerged Shares pursuant to the Demerger. A mechanism will be put in place so that the Demerged Shares due to such Restricted Mondi Limited Shareholders and, subject to certain exceptions, the US Mondi Limited Shareholders will not be delivered to such shareholders personally, but rather will be delivered, following the Demerger, to a third party in South Africa nominated by Mondi Group, which will hold such Demerged Shares on behalf of such Restricted Mondi Limited Shareholders and US Mondi Limited Shareholders.