OCTOBER 14, 1999.
GLOBAL PULP AND PAPER GROUP SAPPI ANNOUNCED TODAY THAT IT IS MAKING AN OFFER TO BUY OUT THE MINORITY SHAREHOLDERS IN LEYKAM MURZTALER, THE 74 PERCENT OWNED AUSTRIAN HOLDING COMPANY, AND HAS ALSO AGREED IN PRINCIPLE TO ACQUIRE THE MINORITY INTERESTS IN USUTU PULP COMPANY IN SWAZILAND. BOTH TRANSACTIONS ARE SUBJECT TO FINAL REGULATORY APPROVAL.
EXECUTIVE CHAIRMAN EUGENE VAN AS SAID THAT SAPPI WAS REORGANISING ITS
INTERNATIONAL STRUCTURE TO CONSOLIDATE THE CASH FLOWS OF ALL ITS SUBSIDIARIES INTO A WHOLLY-OWNED GROUP, TO RESTRUCTURE ITS OFFSHORE HOLDING COMPANIES FOR GREATER TAX EFFICIENCY, AND TO REMOVE THE RESTRICTIONS ON THE MOVEMENT OF FUNDS WITHIN SAPPI.
SAPPI INTENDS TO FUND THE BUYOUTS WITH THE PROCEEDS OF A GLOBAL EQUITY OFFERING AND ANY SURPLUS WILL BE USED TO REDUCE HIGH COST DEBT. SAPPI EXPECTS TO RAISE APPROXIMATELY $200 MILLION.
VAN AS SAID THE TIMING OF THE EQUITY RAISING WAS APPROPRIATE AND THAT BURHMANN, SAPPI'S LARGEST SHAREHOLDER (19,9 PERCENT) AND FROM WHOM SAPPI ACQUIRED KNP LEYKAM IN JANUARY 1998, INTENDED TO PARTICIPATE IN THE OFFERING BY PLACING A THIRD OF ITS SAPPI SHARES FOR ITS OWN BENEFIT.
SAPPI FINANCE DIRECTOR DON WILSON SAID THAT HAD THE EQUITY OFFERING AND THE MINORITY TAKE OUT BEEN IN PLACE IN THE PAST FINANCIAL YEAR, IT WOULD HAVE ENHANCED EARNINGS MATERIALLY.
TWO SAPPI PRESENTATION TEAMS EMBARK ON A TWO-WEEK ROAD SHOW AT THE END OF THE MONTH COVERING EUROPE, SOUTH AFRICA AND THE UNITED STATES. THE OFFERING IS EXPECTED TO CLOSE IN NOVEMBER.
THE OFFERING IS EXPECTED TO RESULT IN A MUCH WIDER SPREAD OF SHAREHOLDERS, A FURTHER INTERNATIONALISATION OF THE SHAREHOLDER BASE AND INCREASED LIQUIDITY OF THE SHARES. LIQUIDITY HAS ALSO IMPROVED SUBSTANTIALLY SINCE THE GROUP LISTED ON THE NEW YORK STOCK EXCHANGE LAST YEAR.
VAN AS ADDED THAT THE TIMING WAS ALSO APPROPRIATE AS PROSPECTS IN THE PULP AND PAPER SECTORS WERE EXPECTED TO IMPROVE IN THE COMING YEAR.
SAPPI HAS FILED A REGISTRATION STATEMENT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION REGARDING THE OFFER, WHICH IS EXPECTED TO BE UNDERWRITTEN BY A SYNDICATE LED BY MORGAN STANLEY DEAN WITTER.
THE ISSUING OF NEW SHARES FOR CASH IS SUBJECT TO SHAREHOLDER APPROVAL AT A MEETING EXPECTED TO BE HELD IN JOHANNESBURG ON NOVEMBER 5. ENDS
RELEASED ON BEHALF OF SAPPI BY WESTCOM. FOR FURTHER INFORMATION PLEASE CONTACT ROBERT HOPE: DIRECTOR: STRATEGIC DEVELOPMENT AT SAPPI ON +27 (0LL) 407 8492. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN THE UNITED STATES. THESE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY PUBLIC OFFERING OF THESE SECURITIES IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS. THE PRELIMINARY PROSPECTUS WILL BE AVAILABLE FROM SAPPI LIMITED AT 40 AMESHOFF STREET, BRAAMFONTEIN, JOHANNESBURG, 2001, REPUBLIC OF SOUTH AFRICA. THE PRELIMINARY PROSPECTUS WILL CONTAIN DETAILED INFORMATION ABOUT SAPPI LIMITED, ITS MANAGEMENT TEAM AND ITS FINANCIAL STATEMENT.
CERTAIN STATEMENTS IN THIS PRESS RELEASE THAT ARE NEITHER REPORTED FINANCIAL RESULTS NOR OTHER HISTORICAL INFORMATION, ARE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS THAT ARE PREDICTIONS OF OR INDICATE FUTURE EVENTS, TRENDS, PLANS OR OBJECTIVES. UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS BECAUSE, BY THEIR NATURE, THEY ARE SUBJECT TO KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES AND CAN BE AFFECTED BY OTHER FACTORS, THAT COULD CAUSE ACTUAL RESULTS AND COMPANY PLANS AND OBJECTIVES TO DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS (OR FROM PAST RESULTS). SUCH RISKS, UNCERTAINTIES AND FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE HIGHLY CYCLICAL NATURE OF THE PULP AND PAPER INDUSTRY (AND THE FACTORS THAT CONTRIBUTE TO SUCH CYCLICALITY, SUCH AS LEVELS OF DEMAND, PRODUCTION CAPACITY, PRODUCTION AND PRICING), ADVERSE CHANGES IN THE MARKETS FOR THE GROUP'S PRODUCTS, CONSEQUENCES OF SUBSTANTIAL LEVERAGE, CHANGING REGULATORY REQUIREMENTS, UNANTICIPATED PRODUCTION DISRUPTIONS, ECONOMIC AND POLITICAL CONDITIONS IN ACQUISITIONS AND DISPOSITIONS (INCLUDING RELATING FINANCING), CURRENCY FLUCTUATIONS AND THE CONSEQUENCES OF YEAR 2000
NON-COMPLIANCE AND INTRODUCTION OF THE EURO. SAPPI UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY OF THESE FORWARD-LOOKING STATEMENTS, WHETHER TO REFLECT NEW INFORMATION OR FUTURE EVENTS OR CIRCUMSTANCES OR OTHERWISE. THIS PRESS RELEASE SHALL NOT BE ISSUED IN THE UNITED STATES.