Printmgr File

Prospectus dated 1 June 2007 This document comprises a prospectus relating to Mondi plc (“MPLC”) and a prelisting statement relating to Mondi Limited (“MLTD”) and has been prepared in accordance with the Prospectus Rules made under Section 73A of the Financial Services and Markets Act 2000 and the Listing Requirements (the “JSE Listings Requirements”) of JSE Limited (the “JSE”), has been filed with the Financial Services Authority (“FSA”) and has been made available to the public as required by section 3.2 of the Prospectus Rules and the JSE Listings Requirements. This document is not an invitation to the public to subscribe for Mondi Ordinary Shares but is issued for the purpose of providing information to the public with regard to the Mondi Group (“Mondi”). This document has been prepared in connection with the demerger of Mondi from Anglo American plc (“Anglo American”) and, unless the context otherwise requires, assumes that the special resolutions proposed in connection with the Demerger which are set out in the Circular accompanying this document will be passed at the Anglo American Extraordinary General Meeting to be held on Monday 25 June 2007 and that the Demerger is effected. A more detailed description of the Demerger is set out in Part X: “Further Details of the Demerger Documents, the Demerger Dividend, the Reduction of Capital and the MPLC Share Consolidation”. Application has been made to the FSA for the MPLC Ordinary Shares to be admitted to the Official List and to the London Stock Exchange and for all of the MPLC Ordinary Shares to be admitted to trading on the London Stock Exchange’s market for listed securities. The JSE has granted a secondary listing by way of introduction of the MPLC Ordinary Shares in the “Basic Resources – Forestry and Paper” sector of the JSE List under the abbreviated name “MONDIPLC”, symbol “MNP” and ISIN GB00B1CRLC47. The JSE is also granting a primary listing to MLTD by way of an introduction of the MLTD Ordinary Shares, in the “Basic Resources – Forestry and Paper”, sector of the JSE List under the abbreviated name “MONDILTD”, symbol “MND” and ISIN ZAE000097051. If the Demerger proceeds as presently envisaged, it is expected that Admission will become effective and that unconditional dealings in the MPLC Ordinary Shares on the London Stock Exchange and the JSE, and in the MLTD Ordinary Shares on the JSE, will commence at 8.00 a.m. (UK time) and 9.00 a.m. (South African) time on Tuesday, 3 July 2007. All dealings in the Mondi Ordinary Shares before the commencement of unconditional dealings will be of no effect if Admission does not take place and will be at the sole risk of the parties concerned. MPLC Ordinary Shares and MLTD Ordinary Shares (together the “Mondi Ordinary Shares”) will only be traded on the JSE as dematerialised shares and accordingly all Mondi Ordinary Shareholders who elect to hold certificated Mondi Ordinary Shares will have to dematerialise their certificated Mondi Ordinary Shares should they wish to trade on the JSE. 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 document 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. MPLC, MLTD and the Directors of each of MPLC and MLTD, whose names appear on page 19 of this document, collectively and individually accept responsibility for the information contained in this document. To the best of the knowledge and belief of MPLC, MLTD and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information and contains all information required by law and the JSE Listings Requirements. No Mondi Ordinary Shares have been marketed to, nor are any available for purchase, in whole or in part, by the public in the United Kingdom, the Republic of South Africa or elsewhere in connection with Admission to the Official List of the FSA or to the JSE List. This document does not constitute an offer or invitation to any person to subscribe for or purchase any securities in Mondi. A list of the risk factors relating to Mondi and the Mondi Ordinary Shares is set out in Part II: “Risk Factors”. Mondi plc Mondi Limited (incorporated and registered in England and Wales under (incorporated and registered in the Republic of South Africa the Companies Act with registered number 6209386 and with registration number 1967/013038/06 Share Code: MND registered as an external company in South Africa on ISIN: ZAE000097051) 22 May 2007 under registration number 2007/014903/10) Prospectus Introduction of up to: (i) 369,627,980 MPLC Ordinary Shares of €0.20 each and admission to the Official List and the JSE List and to trading on the London Stock Exchange and the JSE; and (ii) 147,851,192 MLTD Ordinary Shares of R0.20 each and admission to the JSE List and to trading on the JSE Mondi Ordinary Share Capital upon Admission* Expected maximum issued and fully Authorised paid or credited as fully paid Number Amount Number Amount MPLC Ordinary Shares of €0.20 each ............. 3,084,508,780 €616,901,756.00 369,627,980 €73,925,596.00 MLTD Ordinary Shares of R0.20 each ............. 250,000,000 R50,000,000.00 147,851,192 R29,570,238.40 * This is an estimate based on the number of Anglo American Ordinary Shares in issue as at 25 May 2007. This document is only available in English and copies thereof may be obtained during normal business hours from Friday, 1 June 2007 until Tuesday, 3 July 2007 from Mondi, Goldman Sachs International (“Goldman Sachs”), UBS Limited (“UBS”) and UBS South Africa (Proprietary) Limited (“UBS South Africa”) at their respective physical addresses which appear on page 19 of this document in the section entitled: “Directors, Secretaries, Registered and Head Offices and Advisers”. Registrar Lloyds TSB Registrars South African Transfer Secretaries Link Market Services South Africa (Pty) Limited Goldman Sachs and UBS are acting exclusively for Anglo American and Mondi and no one else in connection with the listing of the MPLC Ordinary Shares on the Official List of the FSA and on the London Stock Exchange and UBS South Africa is acting exclusively for Anglo American and Mondi and no one else in connection with the listing of the Mondi Ordinary Shares on the JSE List and they will not be responsible to anyone other than Anglo American and Mondi for providing the protections afforded to their respective clients or for providing advice in connection with the listing of the Mondi Ordinary Shares or the contents of this document. 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. Joint UK Sponsors Goldman Sachs International UBS Limited JSE Sponsor UBS South Africa (Proprietary) Limited TABLE OF CONTENTS PART I: Summary ............................................................................. 2 PART II: Risk Factors ......................................................................... 9 Directors, Secretaries, Registered and Head Offices and Advisers ................................. 19 Expected Timetable of Principal Events ............................................................ 21 Presentation of Financial Information, Statistical Data and Other Information ...................... 23 PART III: Selected Financial Information ..................................................... 26 PART IV: Industry Overview ................................................................... 29 PART V: Information on the Group ........................................................... 36 PART VI: Directors, Senior Management and Corporate Governance ...................... 72 PART VII: Operating and Financial Review .................................................... 78 PART VIII: Financial Information ............................................................... 99 PART IX: Pro Forma Financial Information ................................................... 182 PART X: Further Details of the Demerger Documents, the Demerger Dividend, the Reduction of Capital and the MPLC Share Consolidation ........................ 187 PART XI: South African Exchange Control ................................................... 202 PART XII: Details of the DLC Structure ........................................................ 208 PART XIII: Taxation .............................................................................. 234 PART XIV: Additional Information .............................................................

Load more