RNS Number : 1383K
Sappi Ld
15 December 2008
Not for distribution in the United States, Japan, Australia or Canada
Sappi Limited
Incorporated in the Republic of South Africa
Registration Number: 1936/008963/06)
ISIN Number: ZAE000006284
JSE Share Code: SAP
("Sappi", "the Company")
This announcement is not for distribution in the United States, Australia, Canada or Japan. This announcement does not constitute or
form part of any offer or solicitation to purchase or subscribe for securities in the United States. The rights offer described herein has
not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), or under any relevant
securities laws of any state or other jurisdiction of the United States. The securities described herein (the "Securities") may not be
offered, sold, taken up, resold, renounced, exercised, pledged, transferred or delivered, directly or indirectly, in or into the United
States at any time except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state and other securities laws of the United States. The Securities may be offered, sold, taken up, resold,
renounced, exercised, pledged, transferred or delivered, by persons outside the United States in accordance with Regulation S under the U.S. Securities Act.
SAPPI ANNOUNCES RESULTS OF RIGHTS OFFER
Results of rights offer
Further to the announcement dated 7 November 2008, Sappi shareholders are advised that the results of the renounceable rights offer of
286,886,270 new ordinary shares in the issued share capital of Sappi of nominal value ZAR1 each ("rights offer shares") to Sappi ordinary
shareholders ("Sappi shareholders") at a subscription price of ZAR20.27 per rights offer share and in the ratio of 6 rights offer shares for
every 5 Sappi shares held on the record date of the rights offer, which renounceable rights offer closed on Friday, 12 December 2008 ("the
rights offer"), are as follows:
Sappi shareholders and their renouncees subscribed for 285 621 333 rights offer shares, equivalent to 99.56 % of the total number of
rights offer shares.
Applications were also received for 42 485 200 rights offer shares equivalent to 14.81% of the total rights offer shares, from holders
of rights wishing to acquire rights offer shares in addition to their rights entitlements ("excess applications").
Sappi's Board of Directors has determined that the 1 264 937 rights offer shares in respect of excess applications will be allocated in
an equitable manner and cognisance has been taken of the number of Sappi shares held by each applicant prior to such allocation and the
number of rights offer shares for which application was made by such applicant.
As the rights offer was fully subscribed after taking into account the excess applications received, the underwriters will not be
allocated any rights offer shares.
The custody accounts of dematerialised shareholders and their renouncees, who have followed their rights, will be updated and their
accounts credited at their CSDP or broker and share certificates will be posted to certificated shareholders and their renouncees on Monday,
15 December 2008.
The excess applications are expected to be allocated to shareholders or their renouncees on Friday, 19 December 2008, (previously
announced as Thursday, 18 December 2008), in the case of dematerialised shareholders, and Monday, 22 December 2008, (previously announced as
Friday, 19 December 2008) in the case of certificated shareholders.
Cheques refunding monies in respect of unsuccessful excess applications are expected to be posted to the relevant applicants, at their
risk, on or about Monday, 22 December 2008 (previously announced as Friday, 19 December 2008). No interest will be paid on monies received
in respect of unsuccessful applications.
Johannesburg
15 December 2008
Joint Bookrunners and Underwriters:
Citigroup Global Markets Limited and J.P. Morgan Securities Ltd
Financial adviser:
Morgan Stanley & Co. Limited
Transaction sponsor:
Morgan Stanley South Africa (Proprietary) Limited
Sappi's South African legal advisers:
Bowman Gilfillan Inc.
Sappi's United States of America legal advisers:
Cravath, Swaine & Moore LLP
Sappi's United Kingdom legal advisers:
Linklaters LLP
Underwriters' South African legal advisers:
Werksmans Attorneys
Underwriters' United States of America and United Kingdom legal advisers:
Latham and Watkins LLP
Reporting accountants and auditors:
Deloitte - Registered Auditors
JSE sponsor:
UBS South Africa (Proprietary) Limited
Notice
This notice sets out the restrictions applicable to shareholders and renouncees who have registered addresses outside South Africa, who
are nationals, citizens or residents of countries, other than South Africa, or who are persons (including, without limitation, custodians,
nominees and trustees) who have a contractual or legal obligation to forward this announcement, the Rights Offer Circular dated 10 November
2008 issued in connection with the rights offer, the Offering Memorandum dated 11 November 2008, as supplemented on 4 December 2008 issued
in connection with the rights offer; any subscription form or any other document concerning the rights offer (each an "Offering Document")
to a jurisdiction outside South Africa or who hold Sappi shares for the account or benefit of any such person.
No action has been taken that would permit a public offering of the letters of allocation and rights offer shares or the possession,
distribution or transmission of any Offering Document in any jurisdiction where action for that purpose is required, other than South
Africa.
The distribution of any Offering Document or the offer of letters of allocation and rights offer shares to, or the exercise or transfer
of letters of allocation by, persons resident in, or who are nationals or citizens of, countries other than South Africa may be restricted
by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any
governmental or other consent or need to observe any other formalities to enable them to distribute any such documents or take up their
rights. Any failure to comply with applicable restrictions may constitute a violation of the securities laws of such jurisdictions.
It is the responsibility of any person outside South Africa (including, without limitation, nominees, agents and trustees for such
persons) receiving any Offering Document and wishing to take up rights under the rights offer to satisfy himself as to full observance of
the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other
requisite formalities and paying any issue, transfer or other taxes due in such territories.
Receipt of any Offering Document will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and,
in those circumstances, any Offering Document, if sent, will be sent for information only and should not be copied or redistributed. No
person receiving a copy of any Offering Document in any territory, other than South Africa, may treat the same as constituting an invitation
or offer to such person unless, in the relevant territory, such an invitation or offer could lawfully be made to him without contravention
of any registration or other legal requirements.
Accordingly, persons (including, without limitation, nominees, agents and trustees) receiving a copy of any Offering Document should
not, in connection with the rights offer, distribute or send the same to any person in, or citizen or resident of, or otherwise into any
jurisdiction where to do so would or might contravene local securities laws or regulations. Any person who does forward any Offering
Document into any such territory (whether under a contractual or legal obligation or otherwise) should draw the recipient's attention to the
contents of this notice.
Sappi reserves the right, but shall not be obliged, to treat as invalid any acceptance or purported acceptance of the offer of letters
of allocation and rights offer shares which appears to Sappi or its agents to have been executed, effected or despatched in a manner which
may involve a breach of the securities laws or regulations of any jurisdiction or if Sappi believes or its agents believe that the same may
violate applicable legal or regulatory requirements.
Despite any other provision of any Offering Document, Sappi reserves the right to permit any shareholder or renouncee to take up his
rights if Sappi in its sole and absolute discretion is satisfied that the transaction in question is exempt from, or not subject to, the
legislation or regulations giving rise to the restrictions in question.
To ensure compliance with applicable provisions of the laws of the United States and other countries, the procedures described in this
notice must be followed anywhere in the world.
United States
The Offering Documents are intended only for use in connection with the rights offer to persons outside the United States and are not to
be given or sent, in whole or in part, to any person within the United States in accordance with Regulation S under the U.S. Securities Act.
No Offering Document constitutes or forms part of any offer or solicitation to purchase or subscribe for securities in the United States.
The rights offer has not been and will not be registered under the U.S. Securities Act, or under any relevant securities laws of any
state or other jurisdiction of the United States. The letters of allocation and rights offer shares may not be offered, sold, taken up,
resold, renounced, exercised, pledged, transferred or delivered, directly or indirectly, in or into the United States at any time except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable
state and other securities laws of the United States. The letters of allocation and the rights offer shares may be offered, sold, taken up,
resold, renounced, exercised, pledged, transferred or delivered, by persons outside the United States in accordance with Regulation S under
the U.S. Securities Act.
No communication regarding the rights offer nor any public announcement regarding the offer, sale, renunciation, exercise, transfer or
delivery of letters of allocation or the acquisition or subscription for the rights offer shares may be made into the United States or be
directed to persons residing or present in the United States. In particular, no Offering Document may be distributed by any intermediary or
any other person within the United States.
When offering, selling, renouncing, exercising, transferring or delivering the letters of allocation, each person must confirm that (a)
it has not received, in the United States, any prospectus or other Offering Document, (b) at the time it transacts with its letters of
allocation it is located outside of the United States, (c) it is not acting on behalf of any person in the United States and (d) its
acquisition or subscription for the rights offer shares or transaction with the letters of allocation is by persons outside the United
States in accordance with Regulation S under the U.S. Securities Act.
United Kingdom and European Economic Area
The Offering Documents and the rights offer are only addressed to and directed at persons in member states of the European Economic Area
who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified
Investors"). In addition, in the United Kingdom, the Offering Documents are being distributed only to, and are directed only at, Qualified
Investors who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or who are high net worth entities falling within Article 49 of
the Order, and to other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant
Persons"). The Offering Documents must not be acted on or relied upon (i) in the United Kingdom, by persons who are not Relevant Persons,
and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which the Offering
Documents relate are available only (i) in the United Kingdom to Relevant Persons, and (ii) in any member state of the European Economic
Area other than to Qualified Investors, and will be engaged in only with such persons.
No other person should seek to participate in the rights offer or rely on any Offering Document concerning the rights offer. Persons
distributing the Offering Documents must satisfy themselves that it is lawful to do so.
Persons located in the United Kingdom and in any member state of the European Economic Area other than the United Kingdom that satisfy
such requirements will be able to exercise their letters of allocation under the rights offer provided that any such person, by subscribing
for all or some of their letters of allocation and entitlements to new rights offer shares, will be deemed to represent, warrant, agree and
confirm that such person is a Relevant Person or a Qualified Investor, as the case may be.
Australia, Canada and Japan
No Offering Document will be sent to or should be forwarded to holders of shares with registered addresses in, and no rights offer
entitlement and rights offer shares should be transferred, sold or delivered in or into any of Australia, Canada or Japan. In addition, due
to restrictions under the securities laws of Australia, Canada and Japan no offer of the letters of allocation and the rights offer shares
being offered in the rights offer is being made under any Offering Document to holders of shares with registered addresses in, or to
residents of Australia, Canada or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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