| Fri 10 Oct 2008, 16:22 | | SAP - Sappi Limited - Proposed acquisition by Sappi of M-Real corporation`s |
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SAP
SAVVI
SAP - Sappi Limited - Proposed acquisition by Sappi of M-Real corporation`s
coated graphic paper business and announcement of date of general meeting
Sappi Limited
(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.
PROPOSED ACQUISITION BY SAPPI OF M-REAL CORPORATION`S COATED GRAPHIC PAPER
BUSINESS AND ANNOUNCEMENT OF DATE OF GENERAL MEETING
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 Boettger 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
Date: 10/10/2008 16:22:07 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
