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SAPPI LIMITED - Acceptance of Tendered Notes due 2014 and Redemption for Outstanding Senior Secured Notes due 2014

Release Date: 23/11/2012 09:00
Code(s): SAP     PDF:  
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Acceptance of Tendered Notes due 2014 and Redemption for Outstanding Senior Secured Notes due 2014

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 Acceptance of Tendered Senior Secured
Notes due 2014 and Issuance of Notice of Redemption for Outstanding Senior Secured Notes due 2014

Vienna, Austria — November 23, 2012 — PE Paper Escrow GmbH, a wholly-owned subsidiary of Sappi Limited,
announces that it has accepted for purchase €23,476,018.80 in aggregate principal amount of its outstanding euro-
denominated 11.75% Senior Secured Notes due 2014 (the “Notes”), validly tendered and not validly withdrawn on
or prior to 5:00 p.m., New York City time, on November 21, 2012 (the “Consent Payment Deadline”), 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 of the Notes (“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”).

Holders of Notes accepted for purchase are 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”), plus
accrued and unpaid interest up to, but not including the date of the Early Settlement Time (as defined below). We
expect to make payment for the Notes accepted for purchase on November 26, 2012 (the “Early Settlement Time”).
Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by
any of the clearing systems.

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”, which is the Total Consideration minus the Consent Payment,
plus accrued and unpaid interest up to, but not including, the date of the Settlement Time (as defined below). We
will accept for purchase all such 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.
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.

PE Paper also announces that it has exercised its option to redeem the remaining outstanding Notes. The Company
has issued a notice announcing the redemption on December 24, 2012 (the “Redemption Date”) of all of the Notes
outstanding as of such Redemption Date (after giving effect to the Offer). The Notes will be redeemed at a
redemption price of 105.875% of the principal amount of each Note redeemed, plus accrued and unpaid interest up
to, but not including, the Redemption Date.

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.

Date: 23/11/2012 09:00:00 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
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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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