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.
|
Yes
|
No
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X
-------
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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 1, 2008, announcing approval of its
proposed acquisition of M-real’s graphic paper business by the EU competition
authorities, 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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Press
Release
1 November
2008
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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.”
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EU
clearance for Sappi’s acquisition of M-real’s graphic papers
business
On
29 September 2008, Sappi announced the proposed acquisition of M-real’s Graphic
Paper business for EUR750 million. The acquisition is subject to approvals from
Sappi shareholders at an Extraordinary General Meeting and the competition
authorities, as well as the implementation of Sappi's planned rights
offering.
The EU competition
authorities have yesterday, 31 October 2008, approved the transaction. The Sappi
Extraordinary General Meeting will be held on 03 November 2008 to consider the
transaction.
Commenting on the
positive news, Sappi chief executive Ralph Boëttger said:
“We
are delighted that the European Competition Commission has given its approval
for this transaction. It is a strong stamp of approval for our acquisition and
paves the way for us to drive long awaited consolidation and transformation of
the European coated fine paper sector, while creating significant value for
Sappi shareholders.”
ENDS
Link to
Competition Commission Announcement:
http://europa.eu/rapid/pressReleasesAction.do?reference=IP/08/1616&format=HTML&aged=0&language=EN&guiLanguage=en
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. Undue reliance should
not be placed on such statements because, by their nature, they are subject to
known and unknown risks and uncertainties and can be affected by other factors,
that could cause actual results and company plans and objectives to differ
materially from those expressed or implied in the forward-looking statements (or
from past results). Such risks, uncertainties and factors include,
but are not limited to, the risk that the Acquired Business will not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected, expected revenue synergies and cost
savings from the acquisition may not be fully realized or realized within the
expected time frame, revenues following the acquisition may be lower than
expected, any anticipated benefits from the consolidation of the European paper
business may not be achieved, the ability to obtain governmental or regulatory
approvals of the acquisition on the proposed terms and schedule, the failure of
shareholders of Sappi to approve the acquisition or the related financings, 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), adverse changes in the markets for the group’s products, consequences
of substantial leverage, including as a result of adverse changes in credit
markets that affect our ability to raise capital when needed, changing
regulatory requirements, unanticipated production disruptions (including as a
result of planned or unexpected power outages), economic and political
conditions in international markets, the impact of investments, acquisitions and
dispositions (including related financing), any delays, unexpected costs or
other problems experienced with integrating acquisitions and achieving expected
savings and synergies and currency fluctuations. 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.
Issued
by:
Brunswick South
Africa on behalf of Sappi Limited
Tel + 27 (0)11 502
7300
Fax + 27 (0)11 268
5747
For
further information contact:
Robert
Hope
Group Head
Strategic Development
Sappi
Limited
Tel +27 (0)11 407
8492
Robert.Hope@sappi.com
André F
Oberholzer
Group Head
Corporate Affairs
Sappi
Limited
Mobile +27(0) 83
235 2973
Tel +27 (0) 11 407
8044
Andre.Oberholzer@sappi.com
Media
enquiries
Brunswick
Johannesburg:
Roderick
Cameron
Mobile: +27 82 887
4593
Brunswick
Stockholm
Thomas
Backteman
Mobile: +46 70 31
1166
Brunswick
London
Simon
Sporborg
Mobile: +44 79 74
98 2442
Brunswick
Frankfurt
Christian
Weyand
Mobile: +49 172
6171 677
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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/s/ D.J. O’Connor
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Name: D.J.
O’Connor
Title: Group
Secretary
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