OREANDA-NEWS. March 02, 2012. 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.

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 Swiecie S.A. (“Mondi Swiecie”) that it does not already own. Mondi Swiecie 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 Swiecie 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 Swiecie 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 Swiecie 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 Swiecie 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 Swiecie 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 Swiecie 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.