| Wed 9 Feb 2011, 9:01 | | SAP - Sappi Limited - Sappi announces cash tender offer for up to $150 Million |
|
SAP
SAVVI
SAP - Sappi Limited - Sappi announces cash tender offer for up to $150 Million
principal amount of its $500 Million 6.75% guaranteed notes due 2012
Sappi Limited
(Registration number 1936/008963/06)
(Incorporated in the Republic of South Africa)
Share code: SAP ISIN: ZAE000006284); NYSE code SPP
("Sappi" or the "Company")
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF
ITALY ("ITALY") OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS BEING MADE IN THE REPUBLIC
OF SOUTH AFRICA ("SOUTH AFRICA") FOR INFORMATION PURPOSES ONLY. THE OFFER IS
NOT BEING MADE TO ANY PERSON RESIDENT OR LOCATED IN SOUTH AFRICA.
SAPPI ANNOUNCES CASH TENDER OFFER FOR UP TO $150 MILLION
PRINCIPAL AMOUNT OF ITS $500 MILLION 6.75% GUARANTEED NOTES DUE 2012
Luxembourg, 9 February 2011. Sappi Papier Holding GmbH (formerly Sappi Papier
Holding AG, the "Company") hereby announces it is offering to purchase for
cash (the "Offer") up to $150 million principal amount (the "Tender Cap") of
its outstanding $500 million 6.75% Guaranteed Notes due 2012 (the
"Securities") from each registered holder of Securities (a "Holder"). The
purpose of the Offer is to acquire Securities in order to reduce the aggregate
amount of the Company`s outstanding indebtedness.
The Offer is being made upon the terms and subject to the conditions set forth
in the offer to purchase dated 9 February 2011 (the "Offer to Purchase") and
the related Letter of Transmittal. Capitalised terms used in this announcement
have the meanings ascribed to them in the Offer to Purchase.
Title of ISIN / Principal Tender Minimum Maximum Early
Security Common Code Amount Cap Offer Offer Tender
or CUSIP Outstanding Price(1)( Price(1)(
Premium(1
2) 2) )
6.75% Reg S: $500,000,000 $150,000,000 $1,030 $1,060 $20
Guaranteed XS0149605627
Notes due / 014960562
2012 144A:
US803070AA91
/ 803070AA9
(1) Per $1,000 principal amount of Securities validly tendered and not validly
withdrawn prior to the Early Tender Date.
(2) Includes the Early Tender Premium.
The Offer will expire at 5:00 p.m., New York City time, on 10 March 2011,
unless extended (such date and time, as the same may be extended, the
"Expiration Date"). Holders must validly tender and not validly withdraw their
Securities at or before 5:00 p.m., New York City time, on 23 February 2011,
unless extended (such date and time, as the same may be extended, the "Early
Tender Date") to be eligible to receive the Total Consideration (determined
pursuant to the modified "Dutch Auction" procedure described below) which
includes the Early Tender Premium set out in the table above. The deadline for
Holders to validly withdraw tenders of Securities is 5:00 p.m., New York City
time, on 23 February 2011, unless extended (such date and time, as the same
may be extended, the "Withdrawal Deadline"). Holders who validly tender their
Securities after the Early Tender Date and at or before the Expiration Date
will only be eligible to receive the Tender Consideration, which is the Total
Consideration minus the Early Tender Premium.
Holders wishing to participate in the Offer must submit either (i) a
Competitive Offer at an Offer Price that specifies the minimum amount of cash
(which shall be inclusive of the Early Tender Premium, no less than the
Minimum Offer Price, no more than the Maximum Offer Price and in increments of
$2.50 above the Minimum Offer Price) such Holder wishes to receive in respect
of each $1,000 principal amount of Securities tendered; or (ii) a Non-
Competitive Offer, which does not specify an Offer Price and will be deemed to
have been made at the Minimum Offer Price.
Under the modified "Dutch Auction" procedure, the Company will accept
Securities validly tendered in the order of the lowest to the highest Offer
Prices specified (or deemed to have been specified) by tendering Holders and
will select the single lowest price per $1,000 principal amount of Securities
validly tendered that will enable the Company to purchase an aggregate
principal amount of Securities equal to the Tender Cap (or, if the aggregate
principal amount of Securities validly tendered is lower than the Tender Cap,
to purchase all Securities so tendered). Such price will be the Total
Consideration, which includes the Early Tender Premium, and will be no less
than the Minimum Offer Price and no greater than the Maximum Offer Price.
The Company will announce whether it will accept any tenders of Securities
and, if so, the aggregate principal amount to be repurchased, the Proration
Factor (if any), the Total Consideration and the Tender Consideration on the
business day following the Expiration Date, which is expected to be 11 March
2011. Settlement is expected to occur on 15 March 2011 (the "Settlement
Date").
All Holders who validly submit a Non-Competitive Offer or a Competitive Offer
at an Offer Price that is at or below the Total Consideration will have their
Securities accepted in the Offer and will receive the Total Consideration or
Tender Consideration, as applicable, on the Settlement Date, subject to
possible proration as fully described in the Offer to Purchase, together with
Accrued Interest on such Securities accepted for purchase. Holders who submit
a Competitive Offer at an Offer Price that is above the Total Consideration
will not have their Securities accepted for purchase in the Offer.
If the aggregate principal amount of Securities validly tendered (and not
validly withdrawn) at Offer Prices equal to or lower than the Total
Consideration exceeds the Tender Cap, subject to the terms and conditions set
forth in the Offer to Purchase, the Company will then accept for purchase (i)
first, all duly submitted Non-Competitive Offers, subject to possible
proration; (ii) second, all duly submitted Competitive Offers that specify
Offer Prices lower than the Total Consideration; and (iii) third, all duly
submitted Competitive Offers that specify Offer Prices equal to the Total
Consideration, subject to possible proration. Each tender of Securities
reduced on a pro rata basis will be rounded down to the nearest $1,000
principal amount, provided that no tender of Securities shall be accepted in
this manner where the acceptance of prorated Securities under the Offer would
result in a residual amount of Securities held by a tendering Holder totalling
less than $1,000 principal amount.
Subject to applicable law and as provided in the Offer to Purchase, the
Company may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the Offer at any time. Details of any such
extension, re-opening, amendment, waiver or termination will be announced as
soon as reasonably practicable after the relevant decision is made.
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Securities whether such intermediary
would require to receive instructions to participate in or revoke their
instructions to participate in the Offer before the deadlines set out above.
Citigroup Global Markets Limited, J.P. Morgan Securities LLC and J.P. Morgan
Securities Ltd. are acting as Dealer Managers. Citibank, N.A. is the Tender
and Information Agent. This news release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The Offer is made only by the
Offer to Purchase and related Letter of Transmittal dated as of today`s date,
and the information in this news release is qualified by reference to the
Offer to Purchase and related Letter of Transmittal.
Requests for information in relation to the Offer should be directed to:
CITIGROUP GLOBAL MARKETS LIMITED J.P. MORGAN SECURITIES LLC
Citigroup Centre 383 Madison Avenue
Canada Square New York, NY 10179
Canary Wharf United States of America
London E14 5LB Attn: Liability Management Group
United Kingdom Tel: (212) 270 1200
Attn: Liability Management Group J.P. MORGAN SECURITIES LTD.
Toll free: (800) 558 3745 10 Aldermanbury
Collect: (212) 723 6106 London EC2V 7RF
London: +44 (0) 20 7986 8969 United Kingdom
E-mail: Attn: Liability Management Group
liabilitymanagement.europe@citi.com Tel: +44 (0) 20 7325 9633
Requests for information in relation to the procedures for tendering
Securities and participating in the Offer should be directed to:
CITIBANK, N.A.
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attn: Exchange Team
Tel.: +44 (0) 20 7508 3867
Fax: + 44 (0) 20 3320 2405
E-mail: exchange.gats@citi.com
DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect to the
Offer. If you are in any doubt as to the action you should take, you are
recommended to seek your own financial and legal advice, including as to any
tax consequences, immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any individual or
company whose Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must contact such
entity if it wishes to tender Securities in the Offer. None of the Dealer
Managers, the Tender and Information Agent or the Company makes any
recommendation as to whether Holders should participate in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession the Offer to Purchase comes
are required by the Company, the Dealer Managers and the Tender and
Information Agent to inform themselves about, and to observe, any such
restrictions.
NONE OF THE OFFER TO PURCHASE, THIS ANNOUNCEMENT OR ANY RELATED DOCUMENT HAS
BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH
DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION
OR REGULATORY AUTHORITY OF AUSTRIA, BELGIUM, FRANCE, THE UNITED KINGDOM OR ANY
OTHER COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE
OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND MAY BE A
CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
Any materials relating to the Offer do not constitute, and may not be used in
connection with, any form of offer or solicitation in any place where such
offers or solicitations are not permitted by law. If a jurisdiction requires
that the Offer be made by a licensed broker or dealer and the Dealer Managers
or any of their affiliates is such a licensed broker or dealer in that
jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or
the relevant affiliate on behalf of the Company in such jurisdiction where
they are so licensed and the Offer is not being made in any such jurisdiction
where the Dealer Managers or any of their affiliates are not so licensed.
Austria. Neither the Offer to Purchase nor any other documents or materials
relating to the Offer are subject to the Austrian Capital Markets Act
(Kapitalmarktgesetz) and have not been submitted to or will be submitted for
approval or registration with the Austrian Financial Market Authority
(Finanzmarktaufsichtsbehorde). Accordingly, the Offer to Purchase has not been
and will not be approved by the Austrian Financial Market Authority or any
other regulatory body in Austria. The Dealer Managers will not hold any
physical meetings in Austria with Holders in connection with the Offer.
Belgium. None of the Offer to Purchase, this announcement or any other
documents or materials relating to the Offer have been submitted to or will be
submitted for approval or recognition to the Belgian Banking, Finance and
Insurance Commission (Commission bancaire, financiere et des
assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and,
accordingly, the Offer may not be made in Belgium by way of a public offering,
as defined in Article 3 of the Belgian Law of April 1, 2007 on public takeover
bids (as amended or replaced from time to time). Accordingly, the Offer may
not be advertised and will not be extended, and none of the Offer to Purchase,
this announcement or any other documents or materials relating to the Offer
has been or shall be distributed or made available, directly or indirectly, to
any person in Belgium other than "qualified investors" in the sense of Article
10 of the Belgian Law of June 16, 2006 on the public offer of placement
instruments and the admission to trading of placement instruments on regulated
markets (as amended or replaced from time to time) (the Belgian Public Offer
Law), acting on their own account. Insofar as Belgium is concerned, the Offer
to Purchase has been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offer. Accordingly, the
information contained in the Offer to Purchase and this announcement may not
be used for any other purpose or disclosed to any other person in Belgium.
France. None of the Offer to Purchase, this announcement or any other
offering material or information relating to the Offer, has been submitted for
clearance to the Autorite des Marches Financiers and they may not be released,
issued, or distributed or caused to be released, issued, or distributed,
directly or indirectly, to the public in the French Republic, except to (i)
providers of investment services relating to portfolio management for the
account of third parties or (ii) qualified investors ("investisseurs
qualifies"), other than individuals, all as defined in, and in accordance
with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code
Monetaire et Financier.
Italy. The Offer is not being made in Italy. The Offer and the Offer to
Purchase have not been submitted to the clearance procedure of the Commissione
Nazionale per le Societa e la Borsa pursuant to Italian laws and regulations.
Accordingly, Holders are hereby notified that, to the extent such Holders are
persons resident or located in Italy, the Offer is not available to them and
they may not tender Securities pursuant to the Offer and, as such, any
acceptance of Securities tendered by such persons shall be ineffective and
void, and none of the Offer to Purchase, the Letter of Transmittal, this
announcement or any other offering material relating to the Offer or the
Securities may be distributed or made available in Italy.
South Africa. Pursuant to South African Exchange Control regulations, no
Securities were offered or sold to prospective investors in South Africa.
Accordingly, the Offer is not being made to any person resident or located in
South Africa. Holders are hereby notified that, to the extent such Holders are
persons resident or located in South Africa, the Offer is not available to
them and they may not tender Securities pursuant to the Offer and, as such,
any acceptance of Securities tendered by such persons shall be ineffective and
void, and none of the Offer to Purchase, the Letter of Transmittal or any
other offering material relating to the Offer or the Securities may be
distributed or made available in South Africa.
United Kingdom. The communication of the Offer to Purchase, this
announcement and any other documents or materials relating to the Offer is not
being made, and such documents and materials have not been approved by, an
authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom, and are only for circulation to persons outside the United Kingdom or
to persons within the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"))
or within Article 43(2) of the Order, or to other persons to whom it may
lawfully be communicated in accordance with the Order.
Date: 09/02/2011 09:01:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
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.
