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Sappi Limited’s Subsidiary, PE Paper Escrow GmbH, Announces Early Tender Offer and second indenture execution
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.
Sappi Limited’s Subsidiary, PE Paper Escrow GmbH, Announces Early Tender Offer and Consent
Solicitation Results for Remaining Senior Secured Notes due 2014 and Execution of Second Supplemental
Indenture
Vienna, Austria — November 22, 2012 — PE Paper Escrow GmbH (“PE Paper”, “we, “us”, or the “Company”), a
wholly-owned subsidiary of Sappi Limited, announces that it has received, on or prior to 5:00 p.m., New York City
time, on November 21, 2012 (the “Consent Payment Deadline”), tenders and consents from holders (“Holders”) of
approximately 75.72% of the aggregate principal amount of its outstanding euro-denominated 11.75% Senior
Secured Notes due 2014 (the “Notes”), in connection with its previously announced offer to purchase for cash any
and all of its outstanding Notes (the “Tender Offer”) and solicitation of consents (the “Consents”) from Holders (the
“Consent Solicitation”, and together with the Tender Offer, the “Offer”), pursuant to an Offer to Purchase and
Consent Solicitation Statement dated November 9, 2012 (the “Offer to Purchase”).
Notes with the aggregate principal amount indicated below were validly tendered and not validly withdrawn, and
Consents related to such Notes were validly delivered and not validly revoked, on or prior to the Consent Payment
Deadline, according to information provided by DF King Worldwide, the tender and information agent for the Offer
(in such capacity, the “Tender and Information Agent”):
Principal Amount Principal Amount Percentage of Outstanding
Title of Security Outstanding Tendered Amount Tendered
11.75% Senior Secured Notes due 2014 €31,005,000 €23,476,018.80 75.72%
Holders who validly tendered their Notes and validly delivered their Consents on or prior to the Consent Payment
Deadline, and which Notes are accepted for purchase by us, will be eligible to receive the “Tender Offer
Consideration” of €1,058.75 per €1,000 principal amount of Notes tendered plus the “Consent Payment” of €7.50
per €1,000 principal amount of Notes tendered (which together with the Tender Offer Consideration, amounts to the
“Total Consideration”). We reserve the right, at any time prior to the Expiration Time (as defined below), to accept
for purchase all the Notes validly tendered prior to or at the Consent Payment Deadline (“Early Settlement
Election”). If we make the Early Settlement Election, we will pay the Total Consideration on a 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, and payment for all such
Notes will be made promptly thereafter (the “Settlement Time”), except if we terminate the Tender Offer, at our
discretion. Accrued interest up to, but not including, the Early Settlement Time or the Settlement Time, as
applicable, shall also be paid in respect of Notes validly tendered and accepted for purchase on or prior to the
Consent Payment Deadline. Notes tendered and Consents delivered may not be withdrawn or revoked after the
Consent Payment Deadline, except as provided by law.
As a result of the receipt of a majority in aggregate principal amount of the outstanding Notes, excluding for such
purposes any Notes owned by the Company or any of its affiliates (the “Majority Consent”), PE Paper, the trustee,
the security agent and the other applicable parties under the indenture governing the Notes (the “Indenture”)
executed a supplemental indenture (the “Supplemental Indenture”) with respect to the Indenture, which eliminates or
modifies substantially all of the restrictive covenants and certain events of default and related provisions (the
“Amendments”) contained in the Indenture. Although the Supplemental Indenture became effective upon execution,
the Amendments will not become operative until we accept for purchase a majority in aggregate principal amount of
the Notes outstanding and the Early Settlement Time or the Settlement Time, as applicable, has occurred. Any Notes
not validly tendered and accepted for purchase pursuant to the Offer will remain outstanding and subject to the terms
of the Indenture, as modified by the terms of the Supplemental Indenture, even though Holders of such Notes did not
consent to the Amendments.
The Offer will expire at 12:00 midnight, New York City time, on December 10, 2012, unless extended (the
“Expiration Time”). Holders who validly tender their Notes and validly deliver their Consents after the Consent
Payment Deadline and on or prior to the Expiration Time, and whose Notes are accepted for purchase by us, will be
eligible to receive the Tender Offer Consideration of €1,058.75 per €1,000 principal amount of Notes tendered, plus
accrued and unpaid interest up to, but not including, the Settlement Time. Notes tendered and Consents delivered
after the Consent Payment Deadline and prior to the Expiration Time may not be withdrawn and revoked, except as
provided by law.
The complete terms and conditions of the Offer are set forth in the Offer to Purchase that was previously furnished
to Holders. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the
Offer. Copies of the Offer to Purchase may be obtained from the Tender and Information Agent, DF King
Worldwide, at +44 20 7920 9700 and at sappi@king-worldwide.com or from the dealer manager for the Offer, J.P.
Morgan Securities plc, at +44 20 7134 3166.
DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. This announcement
and the Offer to Purchase contain important information which should be read carefully before any decision
is made with respect to the 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 Offer. None of the Dealer Manager, the Tender and Information Agent, the trustee, the security
agent or the Company or any of their respective affiliates makes any recommendation as to whether
Holders should participate in the Offer. The Dealer Manager and its affiliates are acting exclusively for the
Company and for no one else in connection with the Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to the customers of such Dealer Manager or its
affiliates or for providing advice in relation to the Offer or any transaction or arrangement referred to
herein.
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 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 MANAGER AND
THE TENDER AND INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.
This announcement, the Offer to Purchase, 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 the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such
jurisdictions, the Offer shall be deemed to be made by the 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 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 (Finanzmarktaufsichtsbehörde). 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 Manager 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 Società 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-
à-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 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 and the Offer to Purchase 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.
Sponsor: UBS South Africa (Pty) Ltd
Date: 22/11/2012 12:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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