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SAP - Sappi Limited - Posting Of The Rights Offer Circular
Sappi Limited
(Reg No 1936/008963/06)
(Incorporated in the Republic of South Africa)
JSE Share Code : SAP
ISIN Code: ZAE000006284
("Sappi")
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
Shareholders of Sappi Limited ("Sappi") are referred to the announcement
published by Sappi on SENS dated 3 November 2008 and the press advertisement
dated 4 November 2008 in terms of which shareholders approved the acquisition by
Sappi of the coated graphic paper business of M-real and the proposed rights
offer. Shareholders are advised that the circular in respect of the rights offer
will be posted on 24 November 2008 and is available on Sappi`s website:
www.sappi.com.
Johannesburg
14 November 2008
United States
The Offering Documents (which include
the circular described herein) 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.
Financial adviser to Sappi
Morgan Stanley & Co. Ltd.
Acquisition transaction sponsor
Morgan Stanley South Africa (Proprietary) Limited
Investment bankers
J.P. Morgan & Citigroup
South African legal adviser to Sappi
Bowman Gilfillan
English legal adviser to Sappi
Linklaters LLP
US legal adviser to Sappi
Cravath, Swaine & Moore LLP
Financial adviser to M-real
Goldman Sachs International
South African legal adviser to M-real
Werksmans
English legal adviser to M-real
Slaughter and May
Sponsor to Sappi
UBS South Africa (Proprietary) Limited
Date: 14/11/2008 17:45:01 Supplied by www.sharenet.co.za
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