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SAP - Sappi Limited - Sappi Announces Upsizing of Pending Tender Offer
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.
Announcement
Immediate release
Sappi Announces Upsizing of Pending Tender Offer
June 20, 2012
PE Paper Escrow GmbH ("PE Paper") is upsizing the Offer to Purchase announced
on June 20, 2012 ("Offer to Purchase"). The Maximum Tender Amount, consisting
of the aggregate principal amount of 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") offered to be purchased by PE Paper is being increased
from US$300,000,000 to US$700,000,000.
PE Paper`s obligation to accept for purchase, and to pay the applicable Total
Consideration or Tender Offer Consideration, as the case may be, for Notes
validly tendered pursuant to the Tender Offer is conditioned upon the
successful completion by Sappi Papier Holding GmbH ("SPH") of the New
Financing (defined below) and the satisfaction or waiver of certain other
conditions. In connection with the Tender Offer, SPH intends to issue
indebtedness in the capital markets in an aggregate principal amount of
$700,000,000 ("New Financing") and use the proceeds thereof, in addition to
cash on hand, to repay part of the amounts outstanding under the PE Paper
Proceeds Loan and provide PE Paper with the funds required to consummate the
Tender Offer.
On or about the date on which PE Paper makes 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, PE Paper intends to
issue a notice of redemption for 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tendered in the Tender Offer and not withdrawn as of the Early Tender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 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
and at a redemption price of 105.875% of the principal amount of each Euro
Note, in each case plus accrued and unpaid interest to the date of redemption
(subject to the rights of Holders of Notes on the relevant date to receive
interest on the relevant interest payment date), with Dollar Notes redeemed
in priority to any Euro Notes.
All other terms of the Offer, as previously announced, remain unchanged. The
Offer is being made solely pursuant to the Offer to Purchase. The final
results of the Tender Offer will not be available until after the Offer
expires at midnight, New York City time, on July 18, 2012, unless extended
(such date and time, as the same may be extended, the "Expiration Time").
Registered holders of Notes (the "Holders") validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline will be eligible to
receive the "Total Consideration" listed in the table below. Holders who
validly tender Notes after such time but at or prior to the Expiration Time
will be eligible to receive the "Tender Offer Consideration" listed in the
table below. Withdrawal rights for the Offers will expire on July 3, 2012 at
5:00 p.m., New York City time.
Payments for Notes purchased will include accrued and unpaid interest on the
tendered Notes accepted for purchase from and including the last interest
payment date applicable to such Notes to, but not including, the Early
Settlement Time or the Settlement Time, as applicable.
As further explained in the Offer to Purchase, PE Paper will, subject to the
terms and conditions of the Offer to Purchase, accept for purchase Notes in
accordance with the "Acceptance Priority Level" set forth in the table below.
If there are sufficient remaining funds to purchase some, but not all, of the
Euro Notes, the amount of Euro Notes purchased will be prorated as further
described in the Offer to Purchase.
ISIN CUSIP or Title of Prin Accept Tender Early Total
Common Security cipa ance Offer Tender Considera
Code l Priori Considerati Payment tion (1)
Amou ty on (1)
nt Level
Outs
tand
ing
Reg S: Reg S: 12.00% $300 1 $1,047.50 $20.00 $1,067.50
USA6179 A61798AA Senior ,000
8AA19 1 / Secured ,000
144A: 04336512 Notes due
US69330 6 2014
9AA40 144A:
693309AA
4 /
04336513
4
Reg S: Reg S: 11.75% Euro 2 Euro1,046.2 Euro20.00 Euro1,066
XS04423 04423480 Senior 350, 5 .25
48073 7 Secured 000,
144A: 144A: Notes due 000
XS04423 04423483 2014
48313 1
(1) Does Not include Accrued Interest.
The complete terms and conditions of the Offer are set forth in the Offer to
Purchase and related Letter of Transmittal that were previously furnished to
Holders, as those may be amended from time to time. The amendments announced
hereby will be reflected in a supplement to the Offer to Purchase. Holders
are urged to read the tender offer documents carefully. Copies of these
documents may be obtained from the Tender and Information Agent, The Bank of
New York Mellon, at +1 212 815 2742 (Dollar Notes), +44 (0)20 7964 4958 (Euro
Notes) and at debtrestructuring@bnymellon.com or from the Dealer Managers,
The Royal Bank of Scotland plc, at +44 (0)20 7085 4634 or
liabilitymanagement@rbs.com, RBS Securities Inc., at +1 877 297 9832 (toll
free) or +1 203 897 4825 (collect), Citigroup Global Markets Limited, at +1
800 558 3745 (toll free), +1 212 723 6106 (collect) or
liabilitymanagement.europe@citi.com, J.P. Morgan Securities LLC, at +1 800
245 8812 (toll free), +1 212 270 1200 (collect), or J.P. Morgan Securities
Ltd., at +44 (0)20 7325 9633.
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 OFFER TO PURCHASE, THIS ANNOUNCEMENT 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, THIS ANNOUNCEMENT 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 OR THIS ANNOUNCEMENT 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: 21/06/2012 07:06:04 Supplied by www.sharenet.co.za
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