FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report of
Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under the
Securities Exchange Act of 1934
For the
month of November, 2008
Commission
file number: 1-14872
SAPPI
LIMITED
(Translation
of registrant’s name into English)
48
Ameshoff Street
Braamfontein
Johannesburg
2001
REPUBLIC
OF SOUTH AFRICA
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
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Form
20-F
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X
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Form
40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b) (1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b) (7):
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
INCORPORATION
BY REFERENCE
Sappi
Limited’s SENS Announcement dated November 3, 2008, announcing the results of
its general meeting, furnished by the Registrant under this Form 6-K is
incorporated by reference into (i) the Registration Statements on Form S-8 of
the Registrant filed December 23, 1999 and December 15, 2004 in connection with
The Sappi Limited Share Incentive Scheme, (ii) the Section 10(a) Prospectus
relating to the offer and sale of the Registrant’s shares to Participants under
The Sappi Limited Share Incentive Scheme, (iii) the Registration Statements on
Form S-8 of the Registrant filed December 15, 2004 and December 21, 2005 in
connection with The Sappi Limited 2004 Performance Share Incentive Plan and (iv)
the Section 10(a) Prospectus relating to the offer and sale of the Registrant’s
shares to Participants under The Sappi Limited 2004 Performance Share Incentive
Plan.
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”)
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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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RESULTS
OF GENERAL MEETING
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Further to
the circular to the shareholders of Sappi Limited (“Sappi” or the “Company”)
dated 10 October 2008 regarding the proposed acquisition by Sappi of M-real
Corporation’s (“M-real”) coated graphic paper business (the “Proposed
Acquisition”) and the impending rights offer announced on SENS on Friday 31
October 2008 (the “Proposed Rights Offer”), Sappi is pleased to announce that
all the special and ordinary resolutions to approve the Proposed Acquisition and
implement the Proposed Rights Offer proposed at the general meeting of
shareholders held on Monday, 3 November 2008, (the “general meeting”) were
passed by the requisite majority of votes.
The special
resolution passed at the general meeting will be lodged with the Registrar of
Companies for registration. The final terms of the Proposed Rights Offer will be
published on Friday 7 November 2008. Further details on the Proposed Rights
Offer will be contained in a rights offer circular that will be posted to Sappi
shareholders in due course.
Johannesburg
3 November
2008
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: November
6, 2008
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SAPPI
LIMITED,
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by |
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Name: D.J.
O’Connor
Title: Group
Secretary |
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