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Sappi Limited
(Registration number 1936/008963/06)
(Incorporated in the Republic of South Africa)
Share code: SAP
NYSE code: SPP
ISIN: ZAE000006284)
('Sappi' or the 'Company')
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
PE PAPER ANNOUNCES RESULTS OF ITS CASH TENDER OFFER
Vienna, Austria ' July 19, 2012 ' PE Paper Escrow GmbH ('PE Paper', 'we', 'us', or the 'Company'), a
wholly-owned subsidiary of Sappi Limited, announces the results of its offer to purchase for cash (the
'Offer') up to $700 million principal amount of its outstanding U.S. dollar-denominated 12.00% Senior
Secured Notes due 2014 (the 'Dollar Notes') and euro-denominated 11.75% Senior Secured Notes due
2014 (the 'Euro Notes' and, together with the Dollar Notes, the 'Notes'). The Offer was made upon the
terms and subject to the conditions set forth in the offer to purchase dated June 20, 2012, as amended (the
'Offer to Purchase') and the related Letter of Transmittal also dated June 20, 2012. Capitalised terms used
in this announcement have the meanings ascribed to them in the Offer to Purchase and the related Letter of
Transmittal.
As of 5:00pm New York City time, on July 3, 2012 (the 'Early Tender Deadline'), Dollar Notes in an
aggregate principal amount of $167,342,000 and Euro Notes in an aggregate principal amount of
'178,045,000 were validly tendered in the Offer. As of midnight New York City time, on July 18, 2012
(the 'Expiration Time'), additional Euro Notes in an aggregate principal amount of '950,000 were validly
tendered in the Offer. No Dollar Notes were tendered after the Early Tender Deadline.
On July 6, 2012 (the 'Early Settlement Time') the Company accepted and purchased all Dollar Notes
validly tendered and not validly withdrawn on or before the Early Tender Deadline for a purchase price
equal to $1,067.50 (which includes an Early Tender Payment of $20.00) per $1,000.00 principal amount of
Dollar Notes, plus accrued and unpaid interest up to, but not including, the Early Settlement Time.
On July 19, 2012, the Company accepted all Euro Notes validly tendered and not validly withdrawn. The
Company will pay a purchase price equal to '1,066.25 (which includes an Early Tender Payment of
'20.00) per '1,000.00 principal amount of Euro Notes, for Euro Notes tendered before the Early Tender
Deadline, and a purchase price equal to '1,046.25 per '1,000.00 principal amount of Euro Notes, for Euro
Notes tendered after the Early Tender Deadline, in each case plus accrued and unpaid interest up to, but not
including, the Settlement Time (defined below). The payment for all Euro Notes accepted for purchase is
expected to be made on July 20, 2012 ('Settlement Time').
The Company has also exercised its right to redeem on August 6, 2012, all outstanding Dollar Notes not
tendered in the Tender Offer, at a redemption price of 106.000% of the principal amount thereof plus
accrued and unpaid interest, and Euro Notes in an aggregate principal amount of '140,000,000, at a
redemption price of 105.875% of the principal amount thereof plus accrued and unpaid interest.
The Royal Bank of Scotland plc, Citigroup Global Markets Limited, J.P. Morgan Securities LLC and J.P.
Morgan Securities plc acted as Dealer Managers. The Bank of New York Mellon 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, as amended, 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 Tender Offer should be directed to:
THE ROYAL BANK OF SCOTLAND PLC RBS SECURITIES INC
(acting on behalf of The Royal Bank of Scotland
plc)
135 Bishopsgate 600 Washington Boulevard
London EC2M 3UR Stamford, CT 06901
United Kingdom USA
Attn: Liability Management Group Attn: Liability Management Group
Tel: +44 (0)20 7085 4634 Toll free: +1 877 297 9832
Email: liabilitymanagement@rbs.com Collect: +1 203 897 4825
CITIGROUP GLOBAL MARKETS LIMITED
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
Attn: Liability Management Group
London: +44 (0)20 7986 8969
Toll Free: +1 800 558 3745
Collect: +1 212 723 6106
Email: liabilitymanagement.europe@citi.com
J.P. MORGAN SECURITIES PLC J.P. MORGAN SECURITIES LLC
25 Bank Street, Canary Wharf 383 Madison Avenue, 3rd floor
London E14 5JP New York, NY 10179
United Kingdom USA
Attn: Liability Management Group Attn: Liability Management Group
Tel: +44 (0)20 7325 9633 U.S. Toll Free: (800) 245-8812
Call Collect: (212) 270-1200
Requests for information in relation to the procedures for participating in the Tender Offer should be
directed to:
For Holders of Dollar Notes For Holders of Euro Notes
For Delivery by Overnight Courier or For Delivery by Overnight Courier or
Hand or Certified or Registered Mail: Hand or Certified or Registered Mail:
The Bank of New York Mellon Corporation The Bank of New York Mellon
Corporate Trust Operations Debt Restructuring Services
Reorganization Unit 40th Floor, One Canada Square,
101 Barclays Street -7 East London E14 5AL
New York, N.Y 10286 Attention: Les Cummings
Attention: Diane Amoroso
diane.amoroso@bnymellon.com
By Facsimile Transmission
(for eligible institutions only):
+1 (212) 298 1915
To Confirm by Telephone or for Information Call: To Confirm by Telephone or for Information Call:
+1 (212) 815 2742 +44 (0) 207 964 4958
By email:
debtrestructuring@bnymellon.com
FORWARD LOOKING STATEMENTS
Certain statements in this release that are neither reported financial results nor other historical information,
are forward-looking statements, including but not limited to statements that are predictions of or indicate
future earnings, savings, synergies, events, trends, plans or objectives.
The words 'believe', 'anticipate', 'expect', 'intend', 'estimate', 'plan', 'assume', 'positioned', 'will',
'may', 'should', 'risk' and other similar expressions, which are predictions of or indicate future events
and future trends, which do not relate to historical matters, identify forward-looking statements. You should
not rely on forward-looking statements because they involve known and unknown risks, uncertainties and
other factors which are in some cases beyond our control and may cause our actual results, performance or
achievements to differ materially from anticipated future results, performance or achievements expressed or
implied by such forward-looking statements (and from past results, performance or achievements). Certain
factors that may cause such differences include but are not limited to:
- the highly cyclical nature of the pulp and paper industry (and the factors that contribute to
such cyclicality, such as levels of demand, production capacity, production, input costs
including raw material, energy and employee costs, and pricing);
- the impact on our business of the global economic downturn;
- unanticipated production disruptions (including as a result of planned or unexpected power
outages);
- changes in environmental, tax and other laws and regulations;
- adverse changes in the markets for our products;
- the emergence of new technologies and changes in consumer trends including increased
preferences for digital media;
- consequences of our leverage, including as a result of adverse changes in credit markets that
affect our ability to raise capital when needed;
- adverse changes in the political situation and economy in the countries in which we operate or
the effect of governmental efforts to address present or future economic or social problems;
- the impact of restructurings, investments, acquisitions, dispositions and other strategic
initiatives (including related financing), any delays, unexpected costs or other problems
experienced in connection with dispositions or with integrating acquisitions or implementing
restructurings or other strategic initiatives, and achieving expected savings and synergies; and
- currency fluctuations.
We undertake no obligation to publicly update or revise any of these forward-looking statements, whether
to reflect new information or future events or circumstances or otherwise.
OFFER AND DISTRIBUTION RESTRICTIONS
NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS BEEN FILED
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH
DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY OF AUSTRIA, SOUTH AFRICA, ITALY, THE
UNITED KINGDOM OR ANY OTHER COUNTRY. NO AUTHORITY HAS PASSED UPON THE
ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY RELATED
DOCUMENTS, AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE TO MAKE
ANY REPRESENTATION TO THE CONTRARY.
THE DISTRIBUTION OF THE OFFER TO PURCHASE IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THE OFFER TO
PURCHASE COMES ARE REQUIRED BY THE COMPANY, THE DEALER MANAGERS AND
THE TENDER AND INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.
This announcement, the Offer to Purchase, the Letter of Transmittal and any other materials or
advertisements in connection with the Offer may not be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with the applicable rules and regulations of such
jurisdiction. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made
by a licensed broker or dealer, and any of the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made by such Dealer
Manager or such affiliate (as the case may be) on behalf of PE Paper in such jurisdictions. Persons into
whose possession this document comes are advised to inform themselves about and to observe any
restrictions relating to the Offer and the distribution of this announcement, the Offer to Purchase, the Letter
of Transmittal and any other related materials.
Austria. Neither this announcement, the Offer to Purchase nor any other documents or materials relating to
the Offer are subject to the Austrian Capital Markets Act (Kapitalmarktgesetz) and have not been submitted
to or will be submitted for approval or registration with the Austrian Financial Market Authority
(Finanzmarktaufsichtsbehorde). Accordingly, this announcement and the Offer to Purchase have not been
and will not be approved by the Austrian Financial Market Authority or any other regulatory body in
Austria. The Dealer Managers will not hold any physical meetings in Austria with Holders in connection
with the Offer.
Italy. None of this announcement, the Offer, the Offer to Purchase and any other documents and materials
relating to the Offer have been or will be submitted to the clearance procedure of the Commissione
Nazionale per le Societa e la Borsa ('CONSOB') pursuant to Italian laws and regulations. In Italy, the
Offer is carried out as an exempted offer under Article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the 'Financial Services Act', and Article 35-bis, paragraphs 3
and 4, letter b) of the CONSOB Regulation No. 11971 of May 14, 1999, as amended (the 'Regulation on
Issuers'). The Offer is also being carried out in compliance with article 35-bis, paragraph 7, letter a) of the
Issuers' Regulation. Accordingly, a Holder of Notes that is located in Italy can participate in the Offer only
if (i) the Notes tendered by it have a nominal value or an aggregate nominal amount equal to or greater than
'50,000 or if (ii) it qualifies as qualified investor (investitore qualificato), as defined pursuant to Article
100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Regulation on Issuers
('Eligible Investors'); otherwise Holders of Notes located in Italy may not participate in the Offer and
neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Offer
may be distributed or otherwise made available to them as part of the Offer. The Offer cannot be extended,
nor may copies of this announcement, the Offer to Purchase or any other document relating to the Offer or
the Notes be distributed, mailed or otherwise forwarded, or sent, to the public in Italy, whether by mail or
by any means or other instrument (including, without limitation, telephonically or electronically) or any
facility of a national securities exchange available in Italy, other than to Eligible Investors. Persons
receiving this announcement and the Offer to Purchase must not forward, distribute or send it in or into or
from Italy. Holders or beneficial owners of the Notes that qualify as Eligible Investors can tender the Notes
through authorised persons (such as investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385
of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the
applicable laws and regulations concerning information duties vis-a-vis its clients in connection with the
Notes or the Offer.
South Africa. Pursuant to South African Exchange Control regulations, no Notes were offered or sold to
prospective investors in South Africa. Accordingly, the Offer is not being made to any person resident or
located in South Africa. Holders are hereby notified that, to the extent such Holders are persons resident or
located in South Africa, the Offer is not available to them and they may not tender Notes pursuant to the
Offer and, as such, any acceptance of Notes tendered by such persons shall be ineffective and void, and
neither this announcement, the Offer to Purchase, the Letter of Transmittal nor any other offering material
relating to the Offer or the Notes may be distributed or made available in South Africa.
United Kingdom. The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Offer is not being made, and such documents and materials have not
been approved by, an authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the
United Kingdom or to persons within the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the 'Order')) or within Article 43(2) of the Order, or to other persons to whom it
may lawfully be communicated in accordance with the Order.
This announcement, the Offer to Purchase and the Letter of Transmittal do not constitute an offer or
solicitation to purchase Notes in any jurisdiction in which, or to, or from, any person to, or from,
whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws.
19 July 2012
Sponsor: UBS South Africa (Pty) Ltd
Date: 19/07/2012 02:30:00 Supplied by www.sharenet.co.za
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