The competition Tribunal on Friday said that the merged group comprising Mondi Plc and Mondi Ltd would have to invest R8 billion in its domestic operations in the next five years as part of the conditions it has set for the group's plans to restructure its complex dual-listing structure.
The tribunal also said Mondi must not shed jobs in the next three years.
“The tribunal has approved a merger entailing an internal restructure of the Mondi Group (consisting of Mondi Plc and Mondi Ltd). Mondi Plc seeks to acquire the entire share capital of Mondi Ltd,” the tribunal said.
“Once the merger is implemented, Mondi Ltd will be a wholly owned subsidiary of Mondi plc. The merger serves to dismantle the dual-listed company structure of the merging parties.”
Mondi has roots in South Africa, but has evolved to more than 100 sites in more than 30 countries, with 90 percent of its underlying earnings now generated outside of South Africa.
Mondi last year said it would move its primary listing to London, but would retain a secondary listing on the JSE as part of a move to simplify its business. It said the move was part of a process to simplify its cash and dividend flows that it has had since it was established in 1967, when former owners Anglo American built the Merebank mill in South Africa.
The company has for years operated under a dual-listed structure comprising Mondi Ltd, a South African-incorporated company holding its African assets, and Mondi plc, a UK-incorporated company holding its non-African assets.
However, investors have for many years pleaded with the group to unify its two listings, saying they were hamstrung by Treasury restrictions on South African institutions.
The Mondi Group was, until 2007, part of the Anglo American group, when Anglo decided to demerge Mondi in order to concentrate on its core mining interests.
Other key conditions given to the group for it to go ahead with its plans to move its primary listing to London is that its investment in sub-Saharan Africa will continue to be held under Mondi Limited, or another South African holding company, that will remain the investment headquarter company of the Mondi Group for the region.
The group must also ensure that at least one South African citizen is appointed as a director on the Mondi Plc board at all times. The tribunal also wants the packaging and paper group to continue to invest “over and above current investment plans” for five years towards community programmes and small business development.
Mondi Plc stock closed Friday at 2.92 percent higher at R310.17 on the JSE, while Mondi Ltd was 2.83 percent higher at R309.