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Proposed disposal of Mondi Syktyvkar
Mondi plc
(Incorporated in England and Wales)
(Registered number: 6209386)
LEI: 213800LOZA69QFDC9N34
LSE share code: MNDI ISIN: GB00B1CRLC47
JSE share code: MNP
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.
THE GROUP EXPECTS TO PUBLISH IN DUE COURSE A CIRCULAR IN CONNECTION WITH THE
TRANSACTION, ANY VOTING DECISIONS BY SHAREHOLDERS IN CONNECTION WITH THE
TRANSACTION SHOULD BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THAT
CIRCULAR.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
12 August 2022
Proposed disposal of Mondi Syktyvkar
Mondi plc (“Mondi” or the “Group”) today announces that it has entered into an agreement to
sell its most significant facility in Russia, Joint Stock Company Mondi Syktyvkar, together with
two affiliated entities (together “Syktyvkar” or the “Business”) to Augment Investments Limited
(“Augment”) for a consideration of RUB 95 billion (around €1.5 billion at current exchange
rate)1, payable in cash on completion (the “Disposal”).
The Disposal is conditional on the approval of the Russian Federation’s Government Sub-
Commission for the Control of Foreign Investments and customary antitrust approvals. The
Disposal is also subject to the approval of Mondi’s shareholders at a General Meeting.
The Syktyvkar assets to be transferred to Augment as part of the proposed Disposal exclude
a cash balance of RUB 16 billion (around €255 million at current exchange rate). The cash
balance is planned to be distributed by form of dividend to Mondi before completion.
Remittance of this dividend requires the approval of the Ministry of Finance of the Russian
Federation. The net proceeds from the Disposal and the RUB 16 billion dividend will be
distributed to Mondi’s shareholders as soon as reasonably practicable following receipt.
The proposed Disposal follows Mondi’s announcement on 4 May 2022 that, having assessed
all options for the Group’s interests in Russia, it had decided to divest its Russian assets.
Accordingly, Mondi launched a competitive auction process to find a suitable new owner for
Syktyvkar.
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 and
it is a leading provider of uncoated fine paper and containerboard to the domestic Russian
market. For the year ended 31 December 2021, Syktyvkar reported revenues of €821 million,
EBITDA of €334 million and profit before tax of €271 million. For the six months ended 30
June 2022, Syktyvkar reported EBITDA of €225 million and as of 30 June 2022, the gross
assets of the Business were €1,590 million while its net asset value was €1,203 million. Mondi
operates three converting plants in Russia, which are much smaller in size, not affiliated with
Syktyvkar and not part of the Disposal. An update will be provided on the divestment of these
plants in due course.
1 Converted at FX rate of 61.7 RUB/EUR
Augment is an investment vehicle majority owned by Viktor Kharitonin, comprising assets in
the pharmaceutical and other sectors across Russia, Europe and the United Kingdom.
The Disposal is expected to complete in the second half of 2022. However, the divestment
process for these significant assets is operationally and structurally complex and is being
undertaken in an evolving political and regulatory environment. Therefore, there can be no
certainty as to when the proposed Disposal will be completed.
Further information regarding conditions of the disposal
As set out above, the Disposal is subject to the approval of the Russian Federation’s
Government Sub-Commission for the Control of Foreign Investments as well as customary
antitrust approvals.
The Disposal is a Class 1 transaction under the Listing Rules and it is therefore conditional
upon the approval of Mondi’s shareholders at a General Meeting.
The date of the General Meeting will be confirmed in a Circular and notice of General Meeting
to be published following receipt of approval from the Russian Federation’s Government Sub-
Commission for the Control of Foreign Investments.
Enquiries
Investors/analysts:
Clara Valera +44 193 282 6357
Mondi Group Head of Strategy and Investor Relations
Media:
Kerry Cooper +44 788 145 5806
Mondi Group Communication Director
Richard Mountain (FTI Consulting) +44 790 968 4466
Rothschild & Co (Financial Adviser and Sponsor 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.
A circular is expected to be published in due course in connection with the Disposal (the
"Circular"). Copies of the Circular will, following publication, be available through the website
of Mondi at www.mondigroup.com. Neither the content of Mondi’s website nor any website
accessible by hyperlinks on the Group’s website is incorporated in, or forms part of, this
announcement.
Mondi urges its shareholders to read the Circular once published carefully as it contains
important information in relation to the Disposal. Any vote in respect of resolutions to be
proposed at the General Meeting to approve the Disposal and related matters should be made
only on the basis of the information contained in the Circular.
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 2021, Mondi had revenues of €7.0 billion and underlying EBITDA of €1.2 billion from
continuing operations, and employed 21,000 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).
Date: 12-08-2022 12:45:00
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