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SAP - Sappi Limited - Announcement Cash tender offer for secured notes due 2014
Sappi Limited
(Registration number 1936/008963/06)
(Incorporated in the Republic of South Africa)
Share code: SAP ISIN: ZAE000006284); NYSE code SPP
("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 Escrow GmbH Commences Cash Tender Offer for Secured Notes due 2014
Vienna, Austria - June 20, 2012 - PE Paper Escrow GmbH ("PE Paper", "we", "us",
or the "Company"), a wholly-owned subsidiary of Sappi Papier Holding GmbH
("SPH"), announces the commencement of an offer to purchase for cash (the
"Tender Offer") up to $300,000,000 aggregate principal amount (the "Maximum
Tender Amount") of PE Paper`s 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 is being made upon the terms and subject to the conditions set forth
in the offer to purchase statement dated June 20, 2012 (as it may be amended or
supplemented from time to time, the "Offer to Purchase") and in the related
letter of transmittal (as it may be amended or supplemented from time to time,
the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer
Documents"). Capitalised terms used in this announcement have the meanings
ascribed to them in the Offer to Purchase.
The Notes will be purchased according to the Acceptance Priority Level (as
defined below) set forth in the table below. All Notes having a higher
Acceptance Priority Level will be accepted for purchase before any tendered
Notes having a lower Acceptance Priority Level are accepted. The amounts in cash
to be paid for the tender of Notes for each $1,000 principal amount of Dollar
Notes accepted for purchase and for each Euro1,000 principal amount of Euro
Notes accepted for purchase are set forth in the table below. In addition, we
will pay accrued and unpaid interest ("Accrued Interest") up to, but not
including, the Early Settlement Time (as defined below) or the Settlement Time
(as defined below), as applicable.
ISIN CUSIP or Title of PrincipalA Acceptan Tender Early Total
Common Security mountOutst ce Offer Tender Consider
Code anding Priority Considera Paymen ation(1)
Level tion(1) t
Reg S: Reg S: 12.00% $300,000,0 1 $1,047.50 $20.00 $1,067.5
USA6179 A61798AA Senior 00 0
8AA19 1 / Secured
144A: 04336512 Notes due
US69330 6 2014
9AA40 144A:
693309AA
4 /
04336513
4
Reg S: Reg S: 11.75% Euro350,00 2 Euro1,046 Euro20 Euro1,06
XS04423 04423480 Senior 0,000 .25 .00 6.25
48073 7 Secured
144A: 144A: Notes due
XS04423 04423483 2014
48313 1
____________________________________________
(1) Does not include Accrued Interest.
Holders of Notes ("Holders") who validly tender their Notes and do not validly
withdraw their Notes on or prior to 5p.m., New York City time, on July 3, 2012,
unless extended (the "Early Tender Deadline"), and which Notes are accepted for
purchase by us, will be eligible to receive the "Tender Offer Consideration"
(indicated in the table above) and the "Early Tender Payment" (indicated in the
table above, which together with the Tender Offer Consideration, amount to the
"Total Consideration"). Holders who validly tender their Notes after the Early
Tender Deadline and on or before midnight, New York City time, on July 18, 2012,
unless extended (the "Expiration Time"), and which Notes are accepted for
purchase by us, will be eligible to receive the Tender Offer Consideration.
Notes tendered may only be withdrawn prior to the Early Tender Deadline. Notes
tendered after the Early Tender Deadline and prior to the Expiration Time may
not be withdrawn, except as provided by law.
The Tender Offer is not conditioned upon any minimum amount of Notes being
tendered. The aggregate principal amount of Euro Notes being purchased may be
prorated as set forth in the Offer to Purchase, subject to the Maximum Tender
Amount and the Acceptance Priority Level. See "Maximum Tender Amount and
Acceptance Priority Level" in the Offer to Purchase. After we have accepted all
Dollar Notes ("Acceptance Priority Level"), if the aggregate principal amount of
Euro Notes tendered exceeds the difference between (i) the Maximum Tender Amount
and (ii) the aggregate principal amount of all Dollar Notes tendered and not
withdrawn, we will prorate the amount of Euro Notes that we will purchase, based
on the aggregate principal amount of Euro Notes tendered (with appropriate
adjustment to avoid purchases of Euro Notes in a principal amount other than
Euro50,000 and integral multiples of Euro1,000 in excess thereof).
Outstanding Notes may be tendered, and will be accepted for purchase, only in
minimum denominations of $100,000 and integral multiples of $1,000, or minimum
denominations of Euro50,000 and integral multiples of Euro1,000, as applicable,
unless such requirement is waived by PE Paper. See "Terms of the Tender
Offer-General-Tender Offer" in the Offer to Purchase.
We reserve the right, at any time following the Early Tender Deadline and prior
to the Expiration Time, to accept for purchase all the Dollar Notes validly
tendered prior to or at the Early Tender Deadline ("Early Settlement Election").
If we make the Early Settlement Election, we will pay the Total Consideration to
Holders of Dollar Notes on such date (such date, the "Early Settlement Time")
promptly following the Early Settlement Election. If we do not make the Early
Settlement Election, we will accept for purchase all validly tendered Notes at
the Expiration Time, subject to the Maximum Tender Amount and the Acceptance
Priority Level, and payment for all such Notes will be made promptly thereafter
(the "Settlement Time"), except if we terminate the Tender Offer, at our
discretion. The payment of the Total Consideration and the Tender Offer
Consideration, as the case may be, shall include Accrued Interest up to, but not
including, the Early Settlement Time or the Settlement Time, as applicable.
On or about the date on which we make an Early Settlement Election and assuming
the New Financing has been consummated, to the extent that PE Paper has received
valid tenders with respect to Notes having an aggregate principal amount less
than the Maximum Tender Amount, we intend to issue a notice of redemption for
Dollar Notes not accepted for purchase in the Tender Offer, in an aggregate
principal amount corresponding to the Maximum Tender Amount minus the aggregate
principal amount of Notes that have been tendered in the Tender Offer and not
withdrawn as of the Early Tender Deadline, and redeem such Dollar Notes in
accordance with the terms of the Indenture on or about the 30th day following
the issuance of the redemption notice, at a redemption price of 106.000% of the
principal amount of each Dollar Note plus accrued and unpaid interest to the
date of redemption (subject to the rights of Holders of Dollar Notes on the
relevant date to receive interest on the relevant interest payment date). Our
plan with respect to the redemption of Notes may be modified if the terms of the
New Financing are modified, and may include the redemption of Euro Notes at the
applicable redemption price for such notes. In addition, PE Paper and its
affiliates expressly reserve the absolute right, in their sole discretion, from
time to time to purchase any Notes or other indebtedness, including any Notes
that remain outstanding after the consummation of the Tender Offer, through open
market purchases, privately negotiated transactions, one or more additional
tender or exchange offers or otherwise, at prices that may or may not be equal
to the Tender Offer Consideration or the Total Consideration for the Notes.
The Tender Offer is being made in conjunction with the New Financing that is
being undertaken by SPH (together with Sappi Limited and its subsidiaries, the
"Group"). See "Source of Funds" in the Offer to Purchase.
PE Paper`s acceptance for purchase of Notes validly tendered pursuant to the
Tender Offer, and the payment of the applicable Total Consideration or Tender
Offer Consideration, as the case may be, are subject to, and conditioned upon,
the successful completion of the New Financing and the satisfaction or waiver of
certain other conditions. PE Paper reserves the right to waive or modify in
whole or in part any and all conditions to the Offer to Purchase and to
otherwise amend the Tender Offer. PE Paper also has the right to terminate the
Tender Offer at any time and for any reason, and to extend or otherwise amend
the Early Tender Deadline or the Expiration Time. Details of any such extension
or amendment will be announced as provided in the Offer to Purchase as soon as
reasonably practicable after the relevant decision is made. Additionally, PE
Paper reserves the right, in its sole and absolute discretion not to accept any
tender of Notes. In the event of a termination of the Tender Offer, all Notes
tendered pursuant to the Tender Offer will be promptly returned to the tendering
Holders. See "Terms of the Tender Offer" in the Offer to Purchase.
The Total Consideration and the Tender Offer Consideration will be payable in
cash at the Early Settlement Time or the Settlement Time, as applicable. Under
no circumstances will any interest be payable because of any delay in the
transmission of funds to Holders by the Tender and Information Agent (as defined
below), DTC or any Clearing Systems.
The Tender Offer is not conditioned on any minimum amount of Notes being
tendered. Subject to applicable securities laws, if the consideration to be paid
in the Tender Offer or the principal amount of Notes subject to the Tender Offer
is increased or decreased, the Tender Offer will remain open at least ten
business days from the date PE Paper first gives notice to Holders, by public
announcement or otherwise, of such increase or decrease.
The Bank of New York Mellon is acting as the Tender and Information Agent (in
such capacity, the "Tender and Information Agent") for the Tender Offer. The
Trustee for the Notes is The Bank of New York Mellon (the "Trustee"). The Royal
Bank of Scotland plc, Citigroup Global Markets Limited, J.P. Morgan Securities
LLC and J.P. Morgan Securities Ltd. are acting as dealer managers (in such
capacity, the "Dealer Managers" and each a "Dealer Manager").
In accordance with normal and accepted market practice, the Trustee expresses no
opinion as to the merits of the proposals as presented to Holders in the Offer
to Purchase. Furthermore, the Trustee makes no assessment of the impact of the
proposals as presented to Holders on the interests of the Holders either as a
class or as individuals.
NONE OF PE PAPER, ITS BOARD OF DIRECTORS, THE TRUSTEE, THE DEALER MANAGERS OR
ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER
HOLDERS SHOULD TENDER THEIR NOTES PURSUANT TO THE OFFER TO PURCHASE.
THE OFFER TO PURCHASE AND THE ACCOMPANYING LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
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 5LBUnited 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 LTD. J.P. MORGAN SECURITIES LLC
10 Aldermanbury 383 Madison Avenue, 3rd floor
London EC2V 7RF New York, NY 10179
United Kingdom USA
Attn: Liability Management Group Attn: Liability Management
Tel: +44 (0)20 7325 9633 GroupU.S. Toll Free: (800) 245-
8812Call 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 For Delivery by Overnight Courier or
Courier or Hand or Certified or Registered Mail:
Hand or Certified or Registered
Mail: The Bank of New York Mellon
Debt Restructuring Services
The Bank of New York Mellon 40th Floor, One Canada Square,
Corporation London E14 5AL
Corporate Trust Operations Attention: Les Cummings
Reorganization Unit
101 Barclays Street -7 East
New York, N.Y 10286
Attention: Diane Amoroso
diane.amoroso@bnymellon.com
To Confirm by Telephone or for
By Facsimile Transmission Information Call:
(for eligible institutions +44 (0) 207 964 4958
only):
+1 (212) 298 1915
To Confirm by Telephone or for
Information Call:
+1 (212) 815 2742
By email:
debtrestructuring@bnymellon.com
DISCLAIMER
This announcement must be read in conjunction with the Offer Documents. This
announcement and the Offer Documents contain important information which should
be read carefully before any decision is made with respect to the Tender Offer.
If you are in any doubt as to the action you should take, you are recommended to
seek your own financial and legal advice, including as to any tax consequences,
immediately from your stockbroker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company whose Notes
are held on its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes to tender
Notes in the Tender Offer. None of the Dealer Managers, the Tender and
Information Agent or the Company or any of their respective affiliates makes any
recommendation as to whether Holders should participate in the Tender Offer. The
Dealer Managers and their relevant affiliates are acting exclusively for the
Company and for no one else in connection with the Tender Offer and will not be
responsible to anyone other than the Company for providing the protections
afforded to the customers of such Dealer Managers or their affiliates or for
providing advice in relation to the Tender Offer or any transaction or
arrangement referred to herein.
OFFER AND DISTRIBUTION RESTRICTIONS
NEITHER THE ATTACHED 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 ATTACHED
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 Tender 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 Tender 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 Tender 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 Tender 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 Tender 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 Tender Offer.
Italy. None of this announcement, the Tender Offer, the Offer to Purchase and
any other documents and materials relating to the Tender 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 Tender 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 Tender 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 Tender Offer only if (i) the Notes tendered by it have a
nominal value or an aggregate nominal amount equal to or greater than Euro50,000
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 Tender
Offer and neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the Tender Offer may be distributed or
otherwise made available to them as part of the Tender Offer. The Tender Offer
cannot be extended, nor may copies of this announcement, the Offer to Purchase
or any other document relating to the Tender 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 Tender Offer.
South Africa. Pursuant to South African Exchange Control regulations, no Notes
were offered or sold to prospective investors in South Africa. Accordingly, the
Tender 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 Tender 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.
Date: 20/06/2012 14:42:02 Supplied by www.sharenet.co.za
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