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SAP - Sappi - Posting Of The Rights Offer Circular And International Offering
Memorandum
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.
POSTING OF THE RIGHTS OFFER CIRCULAR AND INTERNATIONAL OFFERING MEMORANDUM
Shareholders of Sappi are referred to the announcement released by Sappi on SENS
on Tuesday, 11 November regarding the approval of the rights offer circular and
its registration with CIPRO. Shareholders are further advised that the rights
offer circular was distributed or posted to certificated shareholders and to
dematerialised shareholders (those who have elected to receive a copy) on
Monday, 24 November 2008. Shareholders who have not received copies in due
course may contact the transfer secretary (Computershare), their advisors, their
brokers or the Company. The rights offer circular and offering memorandum is
available on the Company`s website at www.sappi.com
Johannesburg
25 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: 25/11/2008 14:00:02 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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