| Fri 11 Mar 2011, 16:03 | | SAP - Sappi Limited - Sappi announces pricing and results of its cash tender |
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SAP
SAVVI
SAP - Sappi Limited - Sappi announces pricing and results of its cash tender
offer
SAPPI LIMITED
Registration Number 1936/008963/06
(Incorporated in the Republic of South Africa)
JSE Code: SAP
ISIN: ZAE000006284
NYSE Code: SPP
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 WAS NOT MADE TO ANY
PERSON RESIDENT OR LOCATED IN SOUTH AFRICA.
SAPPI ANNOUNCES PRICING AND RESULTS OF ITS CASH TENDER OFFER
Luxembourg, 11 March 2011. Sappi Papier Holding GmbH (formerly Sappi Papier
Holding AG, the "Company") hereby announces pricing and results of its offer to
purchase for cash (the "Offer") up to US$150 million principal amount of its
outstanding US$500 million 6.75% Guaranteed Notes due 2012 (the "Securities")
from each registered holder of Securities (a "Holder").
The Offer was 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.
As of 5:00 p.m., New York City time, on 10 March 2011 (the "Expiration Date"),
an aggregate principal amount of Securities equal to US$304,946,000 was validly
tendered in the Offer. The Company is pleased to announce (i) it has accepted
for purchase an aggregate principal amount of Securities of US$150 million; and
(ii) the Total Consideration has been set at US$1,055.00 per US$1,000 principal
amount pursuant to the modified "Dutch Auction" procedure described in the Offer
to Purchase. All Securities tendered at Offer Prices below the Total
Consideration have been accepted in full. The Securities tendered at Offer
Prices equal to the Total Consideration have been accepted on a pro rata basis,
using a Proration Factor of approximately 23.8 per cent.
Holders who validly tendered and did not validly withdraw their Securities at or
before 5:00 p.m., New York City time, on 23 February 2011 (the "Early Tender
Date") and whose Securities have been accepted for purchase will receive the
Total Consideration, which includes the Early Tender Premium of US$20 per
US$1,000 principal amount. Holders who validly tendered and did not validly
withdraw their Securities after the Early Tender Date and at or before the
Expiration Date and whose Securities have been accepted for purchase will
receive the Tender Consideration of US$1,035.00 per US$1,000 principal amount
(which is the Total Consideration minus the Early Tender Premium).
In addition to the Total Consideration or the Tender Consideration, as
applicable, Holders whose Securities have been accepted for purchase will also
receive Accrued Interest in respect of such Securities. The Offer is expected to
settle on 15 March 2011.
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 was made only by the
Offer to Purchase and related Letter of Transmittal, 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
United Kingdom Group
Attn: Liability Management Group Tel: (212) 270 1200
Toll free: (800) 558 3745 J.P. MORGAN SECURITIES LTD.
Collect: (212) 723 6106 10 Aldermanbury
London: +44 (0) 20 7986 8969 London EC2V 7RF
E-mail: United Kingdom
liabilitymanagement.europe@citi.com Attn: Liability Management
Group
Tel: +44 (0) 20 7325 9633
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell the Securities. The Offer was made only by, and pursuant to the terms
of, the Offer to Purchase, and the information in this announcement is qualified
by reference to the Offer to Purchase and the accompanying Letter of
Transmittal.
Date: 11/03/2011 16:03:23 Produced by the JSE SENS Department.
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