SAP - Sappi Limited - Sappi announces pricing and results of its cash tender offer SAPPI LIMITED Registration Number 1936/008963/06 (Incorporated in the Republic of South Africa) JSE Code: SAP ISIN: ZAE000006284 NYSE Code: SPP NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY ("ITALY") OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS BEING MADE IN THE REPUBLIC OF SOUTH AFRICA ("SOUTH AFRICA") FOR INFORMATION PURPOSES ONLY. THE OFFER WAS NOT MADE TO ANY PERSON RESIDENT OR LOCATED IN SOUTH AFRICA. SAPPI ANNOUNCES PRICING AND RESULTS OF ITS CASH TENDER OFFER Luxembourg, 11 March 2011. Sappi Papier Holding GmbH (formerly Sappi Papier Holding AG, the "Company") hereby announces pricing and results of its offer to purchase for cash (the "Offer") up to US$150 million principal amount of its outstanding US$500 million 6.75% Guaranteed Notes due 2012 (the "Securities") from each registered holder of Securities (a "Holder"). The Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated 9 February 2011 (the "Offer to Purchase") and the related Letter of Transmittal. Capitalised terms used in this announcement have the meanings ascribed to them in the Offer to Purchase. As of 5:00 p.m., New York City time, on 10 March 2011 (the "Expiration Date"), an aggregate principal amount of Securities equal to US$304,946,000 was validly tendered in the Offer. The Company is pleased to announce (i) it has accepted for purchase an aggregate principal amount of Securities of US$150 million; and (ii) the Total Consideration has been set at US$1,055.00 per US$1,000 principal amount pursuant to the modified "Dutch Auction" procedure described in the Offer to Purchase. All Securities tendered at Offer Prices below the Total Consideration have been accepted in full. The Securities tendered at Offer Prices equal to the Total Consideration have been accepted on a pro rata basis, using a Proration Factor of approximately 23.8 per cent. Holders who validly tendered and did not validly withdraw their Securities at or before 5:00 p.m., New York City time, on 23 February 2011 (the "Early Tender Date") and whose Securities have been accepted for purchase will receive the Total Consideration, which includes the Early Tender Premium of US$20 per US$1,000 principal amount. Holders who validly tendered and did not validly withdraw their Securities after the Early Tender Date and at or before the Expiration Date and whose Securities have been accepted for purchase will receive the Tender Consideration of US$1,035.00 per US$1,000 principal amount (which is the Total Consideration minus the Early Tender Premium). In addition to the Total Consideration or the Tender Consideration, as applicable, Holders whose Securities have been accepted for purchase will also receive Accrued Interest in respect of such Securities. The Offer is expected to settle on 15 March 2011. Citigroup Global Markets Limited, J.P. Morgan Securities LLC and J.P. Morgan Securities Ltd. are acting as Dealer Managers. Citibank, N.A. is the Tender and Information Agent. This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Offer was made only by the Offer to Purchase and related Letter of Transmittal, and the information in this news release is qualified by reference to the Offer to Purchase and related Letter of Transmittal. Requests for information in relation to the Offer should be directed to: CITIGROUP GLOBAL MARKETS LIMITED J.P. MORGAN SECURITIES LLC Citigroup Centre 383 Madison Avenue Canada Square New York, NY 10179 Canary Wharf United States of America London E14 5LB Attn: Liability Management United Kingdom Group Attn: Liability Management Group Tel: (212) 270 1200 Toll free: (800) 558 3745 J.P. MORGAN SECURITIES LTD. Collect: (212) 723 6106 10 Aldermanbury London: +44 (0) 20 7986 8969 London EC2V 7RF E-mail: United Kingdom liabilitymanagement.europe@citi.com Attn: Liability Management Group Tel: +44 (0) 20 7325 9633
This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Securities. The Offer was made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase and the accompanying Letter of Transmittal. Date: 11/03/2011 16:03:23 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.