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Mondi announces agreement to sell Mondi Syktyvkar

Published: 2023-09-18 09:00:37 ET
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Mondi plc
(Incorporated in England and Wales)
(Registered number: 6209386)
LEI: 213800LOZA69QFDC9N34
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI


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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.


Sunday 17 September 2023
Mondi announces agreement to sell Mondi Syktyvkar
Mondi plc (“Mondi” or the “Group”) today announces that it has entered into an agreement to
sell its last remaining facility in Russia, Joint Stock Company Mondi Syktyvkar, together with
two affiliated entities (together “Mondi Syktyvkar” or the “Business”) to Sezar Invest LLC
(“Sezar Invest”) for a total cash consideration of RUB 80 billion (approximately €775 million at
the current exchange rate) 1 to be paid in a series of instalments as set out below (the
“Disposal”).
Mondi confirms that both the Russian Federation’s Federal Anti-Monopoly Service and
Government Sub-Commission for the Control of Foreign Investments have approved the
Disposal on the terms agreed between Mondi and Sezar Invest. Mondi also confirms that it
has been informed that there are no further outstanding regulatory conditions in respect of the
Disposal.
The total cash consideration of RUB 80 billion will be paid to Mondi in RUB and in six monthly
instalments. The first four monthly payments will be for RUB 13.5 billion each, with the first
payment made by the end of September 2023. Once the first four monthly instalments have
been paid to Mondi, expected to be by the end of December 2023, the Disposal will complete
and ownership of Mondi Syktyvkar will transfer to Sezar Invest and, accordingly, Mondi will
have completed its exit from Russia.
The final RUB 26 billion will be paid in two equal instalments in each of the two months post
completion. These payments will be secured by a letter of credit issued to Mondi prior to
completion.
It is intended that the net proceeds from the Disposal will be distributed to Mondi shareholders
in a timely manner once all instalments of the consideration are received.
The Disposal constitutes a Class 2 transaction under the Listing Rules and it is therefore not
conditional on the approval of Mondi’s shareholders.
Sezar Invest is a subsidiary of Moscow based real estate development company Sezar Group.
Mondi 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

1
    Converted at FX rate of 103 RUB/EUR
and is a leading provider of uncoated fine paper and containerboard to the domestic Russian
market. For the year ended 31 December 2022, Mondi Syktyvkar reported revenues of €1,085
million, EBITDA of €481 million and profit before tax of €453 million. As at 30 June 2023, the
gross assets of the Business were €1,107 million and its net assets were €856 million.
Enquiries

Investors/analysts:
Fiona Lawrence                                             +44 7425 878 683
Mondi Group Head of Investor Relations

Media:
Kerry Cooper                                               +44 7881 455 806
Mondi Group Communication Director

Richard Mountain (FTI Consulting)                          +44 7909 684 466

Rothschild & Co (Financial Adviser 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.
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 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.