SAPPI LIMITED - Sappi announces 450 million senior secured notes offering

Sappi announces €450 million senior secured notes offering

Sappi Limited
Reg No 1936/008963/06
(Incorporated in the Republic of South Africa)
JSE Code SAP
ISIN code ZAE000006284
 (“Sappi” or “the Company”)


SAPPI ANNOUNCES €450 MILLION SENIOR SECURED NOTES OFFERING


Sappi Limited today announced the offering of €450 million aggregate principal amount
of senior secured notes due 2022, in an offering that is exempt from the registration
requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The
notes will be issued by Sappi Papier Holding GmbH (“SPH”), a subsidiary of Sappi
Limited. The net proceeds from this offering, together with drawings under credit facilities
and cash on hand, will be used to redeem all of SPH’s outstanding €250 million senior
secured notes due 2018 and US$300 million senior secured notes due 2019.

This press release is for information purposes only and does not constitute any offer to
sell or the solicitation of an offer to buy any security in the United States or in any other
jurisdiction. The notes have not been and will not be registered under the Securities Act
or applicable state or foreign securities laws and may not be offered or sold in the United
States absent registration under federal or applicable state securities laws or an
applicable exemption from such registration requirements.

This press release shall not be considered an “offer of securities to the public” for
purposes of the Luxembourg law on prospectus for public offering dated 10 July 2005.
Furthermore, this press release constitutes neither an offer to sell nor a solicitation to
buy securities nor shall it give rise to or require the publication of a prospectus in any
EU member state which has implemented the Prospectus Directive.

This announcement does not constitute an invitation or offer to underwrite, subscribe for
or otherwise acquire or dispose of any securities nor is it intended to be an inducement
to engage in investment activity for the purpose of Section 21 of the Financial Services
and Markets Act 2000 of the United Kingdom (the “FSMA”).

This announcement is directed only at (i) persons who are outside the United Kingdom;
(ii) persons in the United Kingdom who have professional experience in matters relating
to investments and who are investment professionals within the meaning of Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) of the United Kingdom (the “Financial Promotion Order”); (iii) persons who


                                            
fall within Articles 49(2)(a) to (d) (“high net worth companies, unincorporated
associations etc.”) of the Financial Promotion Order; and (iv) any other person to whom
this announcement may be lawfully directed (all such persons together being referred to
as “relevant persons”). Any investment or investment activity to which this
announcement relates is only available to relevant persons and will be engaged in only
with relevant persons. This announcement must not be acted on or relied on by persons
who are not relevant persons.

The offer of the notes does not, nor is it intended to, constitute an “offer to the public”
(as that term is defined in the South African Companies Act, 2008 (the “SA Companies
Act”)) and does not, nor is it intended to, constitute a prospectus prepared and registered
under the SA Companies Act. No South African resident or offshore subsidiary of a
South African resident may subscribe for or purchase any of the notes or beneficially
own or hold any of the notes unless specific approval has been obtained from the South
African Reserve Bank by such person or such subscription, purchase or beneficial
holding or ownership is otherwise permitted under the South African exchange control
regulations or the rulings promulgated thereunder.

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 and 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 a 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.



10 March 2015
Sponsor: UBS South Africa (Pty) Ltd




                                       
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