Voluntary reminder of the early redemption of the residual ZAR1,164,690,000 5.25% Convertible Bonds due 2025
(Incorporated in the Republic of South Africa)
(Registration No. 1936/008963/06)
JSE share code: SAP
Sappi Southern Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1951/003180/06)
JSE code: SAPCB
("Sappi Southern Africa" or "the Issuer")
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES, ITS TERRITORIES OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD
BE PROHIBITED BY APPLICABLE LAW
VOLUNTARY REMINDER TO BONDHOLDERS OF THE EARLY REDEMPTION OF THE RESIDUAL
ZAR1,164,690,000 5.25% CONVERTIBLE REGISTERED BONDS DUE 2025 ISSUED BY SAPPI
Shareholders and bondholders are referred to the announcement released on the
Stock Exchange News Service ("SENS") of the Johannesburg Stock Exchange ("JSE")
on 18 January 2024 wherein the Issuer gave notice (the Optional Redemption Notice)
in accordance with the terms and conditions of Sappi Southern Africa's 5.25%
senior unsecured convertible registered bonds due 26 November 2025 (the Bonds),
for the early redemption of the Bonds (Bond Redemption) to the Trustee and each
holder of the Bonds (the Bondholders) issued on 25 November 2020 in accordance
with Condition 18 (Notices) of the section headed "Terms and Conditions of the
Bonds" set out in the debt instrument executed by the Issuer dated 18 November
2020 and incorporated into a Listing Document dated 12 February 2021 (the Terms
Capitalised terms used herein which are not otherwise defined shall bear the
meaning ascribed thereto in the Terms and Conditions.
The purpose of the Optional Redemption Notice was to notify the Trustee and the
Bondholders of the early redemption of the Bonds pursuant to Condition 10.2
(Redemption at the Option of the Issuer) of the Terms and Conditions.
The Issuer proposes to redeem all, and not only some, of the Bonds outstanding at
their par value Principal Amount in an amount of ZAR10,000 per Bond, together
with accrued unpaid interest in an amount of ZAR151.03 (15 103 cents) per Bond,
up to but excluding the Optional Redemption Date, being Monday, 11 March 2024.
All redeemed Bonds will be cancelled and will no longer be listed on the Main
Board of the JSE.
The Bond Redemption will be carried out in accordance with applicable laws and
The salient dates relating to the Bond Redemption are as follows:
Last Date to Trade to participate in the Bond Redemption Tuesday, 5 March
Bonds suspended on the JSE trading system Wednesday, 6 March
Record date for the Bond Redemption Friday, 8 March
Bond Redemption Payment together with interest Monday, 11 March
Bonds terminated on the JSE trading system at commencement
of business Tuesday, 12 March
Bondholders who do not want their Bonds to be redeemed in accordance with Condition
10.2 may exercise their Conversion Rights in accordance with Condition 9 of the
Terms and Conditions at any time up to close of business on Tuesday, 5 March 2024.
Any Conversion Notice delivered after this date will not be considered. A
Conversion Notice can be obtained from the Conversion Agent.
For a Bondholder to exercise its option to convert its Bonds into the Shares, it
is required to do one of the following:
1. Contact its JSE approved broker and the broker to complete and forward a
Conversion Notice to the Conversion Agent; or
2 Contact its Central Securities Depository Participant (CSDP) and the CSDP
to complete and forward a Conversion Notice to the Conversion Agent.
3 The Conversion Notice is required to be completed and signed / stamped by
the Bondholder's CSDP/Broker.
4 The completed Conversion Notice must be sent by either SWIFT or e-mail, in
the latter instance accompanied by a list of authorised signatories of the
Broker or the CSDP, to the Conversion Agent during the Conversion Agent's
usual business hours (08:00 to 16h30) on a business day.
Details of the Conversion Agent are as follows:
Rand Merchant Bank, a division of FirstRand Bank Limited
for attention: Emil Govender
e-mail address: IBDOBS@rmb.co.za
If delivery of the Conversion Notice is made after 16h30 (Johannesburg time) or
on a day which is not a Business Day, such delivery will be deemed to be made on
the next following Business Day.
This announcement does not constitute, or form part of, an offer or any
solicitation of an offer for securities in any jurisdiction.
The Listing Document is available at:
https://www.sappi.com/investors and http://www.jse.co.za.
13 February 2024
JSE Debt Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank
JSE Equity Sponsor: Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 13-02-2024 11:33:00
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