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SAPPI - RESULT OF GLOBAL SHARE OFFERING

Release Date: 19/11/1999 17:33
Code(s): SAP
Wrap Text
SAPPI LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/08963/06)
("SAPPI")
RESULT OF GLOBAL SHARE OFFERING
1. RESULT OF GLOBAL SHARE OFFERING

ON 15 NOVEMBER 1999, SAPPI SUCCESSFULLY COMPLETED ITS INTERNATIONAL ROADSHOW AND GLOBAL EQUITY OFFERING ("THE OFFERING"). THE ORDER BOOK WAS SUBSTANTIALLY OVER-SUBSCRIBED (APPROXIMATELY THREE-TIMES); THEREFORE, THE DEAL SIZE WAS INCREASED TO 40 MILLION SHARES AND THE UNDERWRITERS HAVE ALSO EXERCISED THEIR OPTION TO SELL AN ADDITIONAL SIX MILLION SHARES THROUGH A GREENSHOE MECHANISM TO MEET ADDITIONAL DEMAND. THE OFFER WAS PRICED AT R51,20 (US$8,34) PER SHARE, BEING THE CLOSING MARKET PRICE ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") ON 15 NOVEMBER 1999. NO FAIRNESS OPINION HAS BEEN PROVIDED IN TERMS OF PARAGRAPH 5.83(F) OF THE JSE LISTINGS REQUIREMENTS AS THE PRICE DID NOT REPRESENT A DISCOUNT OF GREATER THAN 10% OF THE WEIGHTED AVERAGE TRADED PRICE OVER THE 30 DAYS PRIOR TO PRICING.
SAPPI AND BUHRMANN NV AGREED THAT BUHRMANN NV WOULD INCREASE ITS PROPORTION OF THE OFFERING. SAPPI WILL ISSUE 14,5 MILLION NEW SHARES ("NEW SAPPI SHARES") AND BUHRMANN NV WILL SELL 31,5 MILLION (INCLUDING THE GREENSHOE) OF ITS SAPPI SHARES. AS A RESULT OF THE OFFERING, BUHRMANN NV'S HOLDING IN SAPPI WILL DECREASE FROM 19,9% TO 5,5%.
SAPPI WILL USE THE NET PROCEEDS OF APPROXIMATELY US$120 MILLION TO ACQUIRE THE MINORITY INTERESTS IN LEYKAM MYRZTALER IN AUSTRIA AND USUTU PULP COMPANY IN SWAZILAND UPON COMPLETION OF THESE TRANSACTIONS.
THE ISSUE OF NEW SAPPI SHARES INCREASES SAPPI'S ISSUED SHARE CAPITAL BY 8% FROM APPROXIMATELY 225 MILLION SHARES TO APPROXIMATELY 239 MILLION SHARES. 2. LISTING OF NEW SAPPI SHARES
THE NEW SAPPI SHARES WILL BE ISSUED PRIOR TO THE COMMENCEMENT OF TRADING ON THE JSE ON MONDAY, 22 NOVEMBER 1999, AND WILL BE LISTED WITH EFFECT FROM THE COMMENCEMENT OF BUSINESS ON THAT DATE.
3. EFFECT ON EARNINGS AND NET ASSET VALUE PER SHARE
SET OUT BELOW ARE THE FINANCIAL EFFECTS OF THE ISSUE OF NEW SAPPI SHARES ON THE NET ASSET VALUE AND EARNINGS PER SHARE OF SAPPI ON THE ASSUMPTIONS THAT: * THE NEW SAPPI SHARES HAD BEEN ISSUED ON 30 JUNE 1999 (THE DATE OF SAPPI'S LATEST QUARTERLY REPORTING PERIOD);
* 14,5 MILLION SAPPI SHARES WERE ISSUED AT AN ISSUE PRICE OF R51,20 ($8,34) PER SHARE;
* AN AMOUNT OF R565 MILLION ($92 MILLION) WAS USED TO ACQUIRE THE 25,6% MINORITY INTERESTS IN LEYKAM MYRZTALER AG;
* AN AMOUNT OF R65 MILLION ($10 MILLION) WAS USED TO ACQUIRE THE MINORITY INTERESTS IN THE USUTU PULP COMPANY, WHICH IS SUBJECT TO VARIOUS BOARD, REGULATORY AND GOVERNMENT APPROVALS; AND
* THE BALANCE OF THE PROCEEDS WAS USED TO REPAY DEBT, INCLUDING CERTAIN SUBORDINATED LOANS OF THE USUTU PULP COMPANY AND TO MEET THE COSTS OF THIS SHARE ISSUE. EARNINGS PER SHARE
IT IS ESTIMATED THAT THIS TRANSACTION WOULD HAVE INCREASED ANNUALISED EARNINGS PER SHARE FOR THE NINE MONTHS ENDED 30 JUNE 1999 BY 3 CENTS PER SHARE, EVEN THOUGH THE USUTU PULP COMPANY MADE AN OPERATING LOSS DURING THIS PERIOD. IT IS NOW OPERATING PROFITABLY AND IS EXPECTED TO IMPROVE ITS EARNINGS NEXT YEAR. NET ASSET VALUE PER SHARE
IT IS ESTIMATED THAT THIS TRANSACTION WOULD HAVE DECREASED NET ASSET VALUE PER SHARE AS AT 31 MARCH 1999 FROM R51,23 TO R51,10 PER SHARE, CALCULATED USING SHAREHOLDERS' EQUITY INCLUDING DEFERRED TAX.
NOTE: THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ANY PERSON TO SUBSCRIBE FOR OR PURCHASE ANY SAPPI SHARES. JOHANNESBURG 19 NOVEMBER 1999 FINANCIAL ADVISER MORGAN STANLEY DEAN WITTER MORGAN STANLEY SOUTH AFRICA (PROPRIETARY) LIMITED (REGISTRATION NUMBER 94/00261/07) LEGAL ADVISER WERKSMANS ATTORNEYS SPONSORING BROKER FLEMING MARTIN SECURITIES LTD REGISTRATION NUMBER 95/11815/06 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE AUDITORS DELOITTE & TOUCHE CHARTERED ACCOUNTANTS (SA)