SAPPI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1936/008963/06)
("Sappi")
PURCHASE OF SAPPI SHARES BY A SAPPI SUBSIDIARY
INTRODUCTION
Through a wholly-owned subsidiary the Sappi group has acquired a total of
9,724,700 Sappi shares on the open market of the JSE Securities Exchange South
Africa ("the JSE") for a total consideration of R541,134,975 (approximately
US$70.2 million)("the general purchase"). This accords with Sappi's stated
intention, announced on 9 November 2000, for a wholly owned Sappi subsidiary to
acquire Sappi shares in the light of the prevailing Sappi share price and the
strengthening group balance sheet. Sappi intends to continue with this policy
in accordance with the authority referred to below unless the group has better
use for its funds.
AUTHORISED REPURCHASE LIMIT
In terms of a special resolution passed on Friday, 15 December 2000, Sappi may
facilitate the purchase by Sappi subsidiaries from time to time of Sappi
shares, provided that, inter alia -
- purchases of Sappi shares are implemented on the open market of the JSE
and/or, subject, inter alia, to the approval of the JSE, the open market of any
other stock exchange on which Sappi shares are listed;
- purchases in any one financial year by subsidiaries are limited to a maximum
of 10% of Sappi's issued share capital; and
- a purchase may not be made at a price more than 10% above the weighted
average of the market value of Sappi shares for the five business days
immediately preceding the date on which the terms of the purchase are agreed.
The general purchase has been made within these limits and constraints.
IMPLEMENTATION
During the period 15 December 2000 to 1 February 2001, a wholly-owned
subsidiary of Sappi acquired a total of 9,724,700 Sappi shares (constituting
approximately 4.1% of Sap's issued share capital) for a total consideration of
R541,134,975 (approximately US$70.2 million). The highest and lowest prices
paid were R59.50 and R48.10 per share.
SOURCE OF FUNDS
The general purchase has been funded from existing resources. Future purchases
will be funded in the same manner.
OPINION OF DIRECTORS
Having considered the impact of the general purchase, the directors of Sappi
are of the opinion that -
- the Sappi group will be able to pay its debts in the ordinary course of
business;
- the consolidated assets of the Sappi group will be in excess of its
consolidated liabilities measured in accordance with the accounting policies
used in the consolidated audited annual financial statements for the financial
year ended 30 September 2000; and
- the ordinary share capital, consolidated reserves and working capital of the
Sappi group will be adequate,
for a period of 12 months from the date of this announcement.
FINANCIAL EFFECTS
Based on Sappi's audited financial statements as at and for the year ended 30
September 2000 and on the assumption that the general purchase had been
completed on 1 October 1999, the financial effects of the general purchase on
the earnings, net asset value and net tangible asset value per Sappi share
would have been as follows -
Prior to the After the Increase/ Increase/
general general (decrease) (decrease)
purchase purchase (US cents) (%)
(US cents) (US cents)
Earnings per share 153 160 7 4.6
Net asset value
per share* 884 890 6 0.7
Net tangible asset
value per share* 884 890 6 0.7
* Excluding deferred tax assets and liabilities.
TREATMENT OF SAPPI SHARES ACQUIRED
The Sappi shares acquired in terms of the general purchase will be treated as
treasury shares. As such, they will have no voting rights and will be
disregarded in calculating earnings and net asset value per share. It is
Sappi's current intention to transfer some of the Sappi shares acquired to The
Sappi Limited Share Incentive Trust at such future times as the trust requires
Sappi shares for the purpose of meeting its obligations to participants at
which time the relevant shares will be released from treasury and will again be
taken into account in calculating earnings and net asset value per share.
STOCK EXCHANGE LISTINGS
As the shares acquired in terms of the general purchase were acquired by a
Sappi subsidiary (and not by Sappi itself), application will not be made to any
of the stock exchanges on which Sappi shares are listed for the reduction in
the number of Sappi shares listed.
Management Services (Proprietary) Limited
Secretaries
Per: D J O'Connor
Johannesburg
1 February 2001