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Sappi Ltd's subsidiary, PE Paper Escrow announces final tender offer results for remaining notes due 2014
Sappi Limited
(Incorporated in the Republic of South Africa)
Registration number: 1936/008963/06
JSE share code: SAP
ISIN code: ZAE000006284
NYSE code: SPP
(‘Sappi’ or ‘the company’)
Sappi Limited’s Subsidiary, PE Paper Escrow GmbH, Announces Final Tender Offer Results for
Remaining Senior Secured Notes due 2014
Vienna, Austria – December 11, 2012 – PE Paper Escrow GmbH (“PE Paper”, “we, “us”, or the
“Company”), a wholly-owned subsidiary of Sappi Limited, announces the final results of its offer to
purchase for cash (the “Tender Offer”) any and all of its outstanding euro-denominated 11.75% Senior
Secured Notes due 2014 (the “Notes”) and solicitation of consents to proposed amendments to the
indenture governing the Notes pursuant to an Offer to Purchase and Consent Solicitation Statement dated
November 9, 2012 (the “Offer to Purchase”). The Tender Offer expired at 12:00 midnight, New York City
time on December 10, 2012 (the “Expiration Time”).
As previously announced, as of 5:00 p.m., New York City time, on November 21, 2012 (the “Consent
Payment Deadline”), holders of €23,476,018.80 aggregate principal amount of the Notes had validly
tendered and not validly withdrawn their Notes in the Tender Offer and consented to the proposed
amendments to the indenture governing the Notes as set forth in the Offer to Purchase. As of the Expiration
Time, additional Notes in an aggregate principal amount of €54,393.00 were validly tendered in the Tender
Offer. On November 23, 2012, PE Paper accepted for purchase all Notes that had been validly tendered and
not validly withdrawn prior to the Consent Payment Deadline for a purchase price of €1,058.75 per €1,000
principal amount of Notes plus the consent payment of €7.50 per €1,000 principal amount of Notes.
Payment for such Notes accepted for purchase was made on November 26, 2012 and the proposed
amendments to the indenture governing the Notes became operative on such date.
PE Paper has accepted for purchase €54,393.00 in aggregate principal amount of Notes validly tendered
between the Consent Payment Deadline and the Expiration Time. Such holders whose Notes are accepted
for purchase by us are eligible to receive a tender offer consideration of €1,058.75 per €1,000 principal
amount of Notes, plus accrued and unpaid interest up to, but not including the Settlement Time (as defined
below). We expect to make payment for the Notes accepted for purchase on December 12, 2012 (the
“Settlement Time”). Under no circumstances will any interest be payable because of any delay in the
transmission of funds to holders of Notes by any of the clearing systems.
On November 23, 2012, PE Paper exercised its option to redeem the remaining outstanding Notes not
purchased in the Tender Offer. The remaining outstanding Notes will be redeemed on December 24, 2012
(the “Redemption Date”) 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.
J.P. Morgan Securities plc acted as Dealer Manager. DF King Worldwide acted as the Tender and
Information Agent. This news release is neither an offer to purchase nor a solicitation of an offer to sell any
securities. The offer was made only by the Offer to Purchase and the information in this news release is
qualified by reference to the Offer to Purchase.
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 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 to Sappi in South Africa: UBS South Africa (Pty) Ltd
11 December 2012
Date: 11/12/2012 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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