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)