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SAP - Sappi Limited - Registration Of Rights Offer Circular
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" or "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.
REGISTRATION OF RIGHTS OFFER CIRCULAR
Shareholders of Sappi are referred to the announcement released by Sappi on
SENS on Friday, 7 November 2008 regarding the final terms of the rights
offer and withdrawal of cautionary. The JSE formally approved the circular
to shareholders on Friday, 7 November 2008 and the circular was lodged with
CIPRO on Monday, 10 November 2008. Sappi has received confirmation of
registration of the circular from CIPRO today. The salient dates and times
for the rights offer as previously announced remain unchanged.
Johannesburg
11 November 2008
Joint Bookrunners and underwriters:
Citigroup Global Markets Limited and J.P. Morgan Securities Limited
Financial adviser:
Morgan Stanley & Co Ltd.
Transaction sponsor:
Morgan Stanley South Africa (Proprietary) Limited
South African legal advisers:
Bowman Gilfillan Inc.
United States of America legal advisers:
Cravath, Swaine & Moore LLP
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 circular referred to herein, the international offering
memorandum referred to herein, 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.
Authorised Intermediaries
Authorised intermediaries will not accept notifications for the sale,
exercise, transfer or renunciation of letters of allocation or the
subscription for or acquisition of rights offer shares if they reasonably
believe that such transaction is not made in accordance with the terms
described herein.
Any subscription that is incomplete or does not comply with the required
procedures will be void.
We recommend that financial intermediaries include the following legend
regarding United States restrictions in their subscription forms sent to
persons under the rights offer:
I confirm that I have not received, within the United States, any circular,
prospectus, other offering document or any other document regarding the
rights offer, nor any subscription form or information document, and that at
the time I exercise, transfer, sell, resell, take up, pledge, renounce,
transfer or deliver my letters of allocation I am located outside of the
United States, I am not an agent or intermediary acting for a principal
other than a principal who has given instructions outside of the United
States, and that I acquire the rights offer shares, or renounce, sell,
resell, transfer or deliver the letters of allocation, in a transaction by
persons outside the United States in accordance with Regulation S under the
United States Securities Act of 1933, as amended.
We recommend that financial intermediaries include the following legend
regarding United States restrictions in information forms sent to persons
about exercising their letters of allocation:
The rights offer described herein has not been and will not be registered
under the U.S. Securities Act of 1933, as amended (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 (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. Accordingly, intermediaries may not
send any information to persons located in the United States, and no
envelope containing forms concerning the Securities may, except if
authorized by Sappi Limited, be posted or sent in any manner from the United
States. No action has been taken that would permit an offer of the
Securities or the possession, distribution or transmission of this or any
other document concerning the rights offer in any jurisdiction where action
for that purpose is required, other than South Africa. This notice may not
be distributed into, and does not constitute an offer of, or the
solicitation of an offer to subscribe for or buy, any of the Securities to
any person in any jurisdiction to whom or in which such offer or
solicitation is unlawful.
Date: 11/11/2008 13:34:13 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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