FORWARD-LOOKING
STATEMENTS
In order
to utilize the “Safe Harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995 (the “Reform Act”), Sappi Limited (the “Company”)
is providing the following cautionary statement. Except for historical
information contained herein, statements contained in this Report on Form 6-K
may constitute “forward-looking statements” within the meaning of the Reform
Act. 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.
In addition, this Report on Form 6-K may include forward-looking statements
relating to the Company’s potential exposure to various types of market risks,
such as interest rate risk, foreign exchange rate risk and commodity price risk.
Reliance should not be placed on forward-looking statements because they involve
known and unknown risks, uncertainties and other factors which are in some cases
beyond the control of the Company, together with its subsidiaries (the “Group”),
and may cause the actual results, performance or achievements of the Group 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; pulp and paper production, production capacity, input costs including
raw material, energy and employee costs, and pricing levels in North America,
Europe, Asia and southern Africa; any major disruption in production at the
Group’s key facilities; changes in environmental, tax and other laws and
regulations; adverse changes in the markets for the Group’s products; any
delays, unexpected costs or other problems experienced with any business
acquired or to be acquired; consequences of the Group’s leverage; adverse
changes in the South African political situation and economy or the effect of
governmental efforts to address present or future economic or social problems;
and the impact of future investments, acquisitions and dispositions (including
the financing of investments and acquisitions) and any delays, unexpected costs
or other problems experienced in connection with dispositions. These and other
risks, uncertainties and factors are discussed in the Company’s Annual Report on
Form 20-F and other filings with and submissions to the Securities and Exchange
Commission, including this Report on Form 6-K. Shareholders and prospective
investors are cautioned not to place undue reliance on these forward-looking
statements. These forward-looking statements are made as of the date of the
submission of this Report on Form 6-K and are not intended to give any assurance
as to future results. The Company undertakes 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.
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Sappi
Limited
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(Reg
No 1936/008963/06)
(Incorporated
in the Republic of South Africa)
JSE
Share Code : SAP
ISIN Code
: ZAE000006284
(“Sappi”)
This
document is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent
registration with the United States Securities and Exchange Commission or
an exemption from registration. There will be no public offering of any
securities in the United States. This document is not for distribution in
the United States, Japan, Australia or Canada.
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PROPOSED
ACQUISITION BY SAPPI OF M-REAL CORPORATION’S COATED GRAPHIC PAPER BUSINESS
AND ANNOUNCEMENT OF DATE OF GENERAL MEETING
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1.
Introduction
Shareholders
of Sappi Limited ("Sappi", the “Company”) are referred to the announcements
published by Sappi on SENS dated 29 September 2008 and 2 October
2008; and the press advertisements dated 1 October 2008 and 2 October
2008 regarding the proposed acquisition by Sappi of the coated graphic paper
business of M-real (the "Acquisition").
2.
Category 1 circular and general meetings
Shareholders
of Sappi are advised that the circular (the “Circular”) in respect of the
Acquisition (which is a category 1 transaction in terms of the Listings
Requirements of the Johannesburg Stock Exchange), and which contains a notice
convening a general meeting (the “General Meeting”) of Sappi shareholders for
the purposes of proposing, and if deemed fit, passing, inter alia, all resolutions
required to be passed to implement the Acquisition, has been posted to
shareholders on 10 October 2008.
The
Circular has been signed in Johannesburg on 10 October 2008, by Roeloff Jacobus
Boëttger and Mark Richard Thompson in their capacity as directors of Sappi
Limited and on behalf of all of the other directors of Sappi Limited under
powers of attorney granted to them by each other director of the Company. A
signed copy of the Circular is available for inspection by shareholders at the
offices of the Company.
The
Circular will also be available on Sappi’s website: www.sappi.com.
The
General Meeting will be held on Monday, 3 November 2008, at 15:00 (South African
time) at Sappi’s offices, 48 Ameshoff Street, Braamfontein, Johannesburg, South
Africa.
3.
Conditions precedent
Shareholders of Sappi are advised that
the Acquisition remains subject to the fulfilment of a number of conditions
precedent, details of which are set out in the Circular posted to shareholders.
4.
Pro forma financial effects of the Acquisition of Sappi
Shareholders
of Sappi are advised that the pro forma financial effects of the Acquisition,
published in the announcement dated 29 September 2008, have not
changed.
Johannesburg
10
October 2008
Financial
adviser to Sappi
Morgan
Stanley & Co. Ltd.
Acquisition
transaction sponsor
Morgan
Stanley South Africa (Proprietary) Limited
South
African legal adviser to Sappi
Bowman
Gilfillan
English
legal adviser to Sappi
Linklaters
LLP
US
legal adviser to Sappi
Cravath,
Swaine & Moore LLP
Financial
adviser to M-real
Goldman
Sachs International
South
African legal adviser to M-real
Werksmans
English
legal adviser to M-real
Slaughter
and May
Sponsor
to Sappi
UBS South
Africa (Proprietary) Limited
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: October
10, 2008
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SAPPI
LIMITED,
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by
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/s/ D.J.
O’Connor |
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Name: D.J.
O’Connor
Title: Group
Secretary
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