Mondi’s Simplification Of Corporate Structure

Davis Polk is advising UBS AG London Branch as financial adviser and sponsor in connection with the simplification of the existing Mondi Group dual listed company structure from two legal entities, Mondi plc and Mondi Limited, into a single holding company structure under Mondi plc.

Pursuant to the simplification, the key terms of which were announced on November 19, 2018 and set out in the prospectus and shareholder and related documentation published on March 26, 2019, Mondi plc will acquire Mondi Limited through a scheme of arrangement under the South African Companies Act. Existing shareholders in Mondi Limited will receive one new share in Mondi plc for every Mondi Limited share currently held. Mondi plc will continue to have a premium listing on the London Stock Exchange and will have an inward secondary listing on the Johannesburg Stock Exchange quoted in rand. Subject to certain conditions, including shareholder approval, the simplification is expected to complete at the beginning of July 2019. Mondi plc shares will continue to be included in the FTSE 100 index following completion of the simplification.

Mondi is a global leader in packaging and paper. The group is fully integrated across the packaging and paper value chain – from managing forests and producing pulp, paper and plastic films, to developing and manufacturing effective industrial and consumer packaging solutions. Since its formation in 2007, Mondi has had a dual listed company structure, operating as a combined group governed by complex arrangements to maintain parity between the economic and voting rights of the Mondi plc and Mondi Limited shareholders. Mondi plc has a premium listing on the London Stock Exchange and Mondi Limited has a primary listing on the Johannesburg Stock Exchange.

The Davis Polk corporate team includes partner Will Pearce (Picture) and associate Fiona Tregeagle. Partner Reuven B. Young and associate Maxim Van de moortel are providing U.S. securities law advice. Partner Jonathan Cooklin and associate Rosie Upstill are providing tax advice.

Involved fees earner: Jonathan Cooklin – Davis Polk & Wardwell; Will Pearce – Davis Polk & Wardwell; Fiona Tregeagle – Davis Polk & Wardwell; Rosie Upstill – Davis Polk & Wardwell; Maxim Van de moortel – Davis Polk & Wardwell; Reuven Young – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: UBS AG;