SAPPI LTD (SAP) 6-K

More documents

Recommendations

Info

TABLE OF CONTENTS Page CORPORATE INFORMATION 4 ACTION REQUIRED BY <strong><strong>SAP</strong>PI</strong> SHAREHOLDERS 9 IMPORTANT DATES AND TIMES 11 DEFINITIONS, INTERPRETATIONS AND OTHER INFORMATION 12 CIRCULAR TO SHAREHOLDERS 1. Introduction 18 2. Rationale for the Transaction 21 3. Principal terms and conditions of the Transaction 23 4. Overview of Industry and the M-real Graphic Paper Market 27 5. Financial Information on the Acquired Business 35 6. Information relating to the Directors of the Acquired Business 35 7. Material borrowings of the Sappi Group and the Acquired Business 36 8. Material contracts entered into by the Acquired Business 36 9. Material changes relating to the Acquired Business 36 10. Litigation Statement relating to the Acquired Business 36 11. Vendors of the Acquired Business 36 12. Pro Forma financial effects of the Transaction 37 13. Share Capital of Sappi 42 14. Directors’ Remuneration and Service Contracts 44 15. Materials Loans to and from the Sappi Group 52 16. Material Contracts entered into by Sappi other than contracts in relation to this Transaction 52 17. Material Changes relating to Sappi 53 18. Litigation Statement relating to Sappi 54 19. Opinions, Recommendations and Undertakings 54 20. Working Capital Statement 54 21. Directors’ Responsibility Statement 55 22. General Meeting 55 23. Consents 55 24. Underwriters’ Waiver To Make A Mandatory Offer 55 7
TABLE OF CONTENTS Page 25. Exchange Control Authority 57 26. Costs 57 27. Documents Available for Inspection 58 Annexure 1: Historical Financial Information relating to the Acquired Business 60 Annexure 2: Independent Reporting Accountants’ report on the Historical Financial Information of the Acquired Business 119 Annexure 3: Pro Forma Balance Sheet and Income Statement of Sappi Group 124 Annexure 4: Independent Reporting Accountants’ Assurance report on Pro Forma Financials 148 Annexure 5: Material Loans made to and from the Sappi Group 151 Annexure 6: Details on the Directors and Senior Management of Sappi and its Major Subsidiaries 158 Annexure 7: Details on the Sappi Share Options 173 Notice of General Meeting 174 Form of Proxy 179 Form of Direction for holders of Depository Interests 181 REVISED LISTINGS PARTICULARS 183 8
Page 1 and 2: SAPPI LTD (SAP) 6-K Current report
Page 3 and 4: INCORPORATION BY REFERENCE Sappi Li
Page 6 and 7: CERTAIN FORWARD-LOOKING STATEMENTS
Page 8 and 9: South African legal advisor to Sapp
Page 12 and 13: ACTION REQUIRED BY SAPPI SHAREHOLDE
Page 14 and 15: IMPORTANT DATES/TIMES SALIENT DATES
Page 16 and 17: “CSDP” “CWF” “Deloitte So
Page 18 and 19: “Sappi Papier Holding” “Sappi
Page 20 and 21: CURRENCY TRANSLATION This Circular
Page 22 and 23: The tables below highlight certain
Page 24 and 25: Reconciliation from profit for the
Page 26 and 27: 3. PRINCIPAL TERMS AND CONDITIONS O
Page 28 and 29: • dispose of any of the Settlemen
Page 30 and 31: There is no accrued taxation, which
Page 32 and 33: (d) all of the know-how, brands, or
Page 34 and 35: The map below sets out the location
Page 36 and 37: Name Age Position Experience Martti
Page 38 and 39: 5. FINANCIAL INFORMATION ON THE ACQ
Page 40 and 41: The registered address of Metsälii
Page 42 and 43: Pro forma financial effects for the
Page 44 and 45: G. Financial information for Sappi
Page 46 and 47: 13.3. Major Shareholders prior to t
Page 48 and 49: Dr D.C Cronje was appointed in Janu
Page 50 and 51: Executive Directors RJ Boëttger (3
Page 52 and 53: 14.2.2. Changes in executive direct
Page 54 and 55: 2007 2006 Direct Interests Indirect
Page 56 and 57: Other than described above, there a
Page 58 and 59: 21. DIRECTORS’ RESPONSIBILITY STA
Page 60 and 61:
25. EXCHANGE CONTROL AUTHORITY Subj
Page 62 and 63:
• Audited Annual Financial Statem
Page 64 and 65:
HISTORIC FINANCIAL INFORMATION RELA
Page 66 and 67:
COMBINED STATEMENTS OF CASH FLOWS F
Page 68 and 69:
Note 1• Background and basis of p
Page 70 and 71:
The translation of foreign currency
Page 72 and 73:
Goodwill that arose prior to 1 Janu
Page 74 and 75:
Revenue recognition Revenue compris
Page 76 and 77:
Application of new and amended IFRS
Page 78 and 79:
Liquidity risk is defined as the ri
Page 80 and 81:
Other operating expenses include al
Page 82 and 83:
Note 7•Personnel data The Company
Page 84 and 85:
Note 9•Financial income and expen
Page 86 and 87:
The Company has offset deferred tax
Page 88 and 89:
Note 12•Property, plant and equip
Page 90 and 91:
Property, plant and equipment inclu
Page 92 and 93:
Note 16•Cash and cash equivalents
Page 94 and 95:
The Company expects to contribute E
Page 96 and 97:
Note 20•Maturity of repayment and
Page 98 and 99:
Maturity of repayment and interest
Page 100 and 101:
Note 22•Other non-current liabili
Page 102 and 103:
2. Interim Condensed Combined Finan
Page 104 and 105:
INTERIM CONDENSED COMBINED CASH FLO
Page 106 and 107:
NOTES TO THE INTERIM CONDENSED COMB
Page 108 and 109:
A reconciliation of income tax expe
Page 110 and 111:
Sales of goods to related parties d
Page 112 and 113:
3. Interim condensed combined finan
Page 114 and 115:
INTERIM CONDENSED COMBINED CASH FLO
Page 116 and 117:
NOTES TO THE INTERIM CONDENSED COMB
Page 118 and 119:
Depreciation of buildings and machi
Page 120 and 121:
As of 31 December 2007 and 2006, cu
Page 122 and 123:
ANNEXURE 2 INDEPENDENT REPORTING AC
Page 124 and 125:
Opinion In our opinion, the combine
Page 126 and 127:
Yours sincerely PRICEWATERHOUSECOOP
Page 128 and 129:
The pro forma adjustments reflect t
Page 130 and 131:
• anticipated synergies and effic
Page 132 and 133:
(A) (B) Financial information for t
Page 134 and 135:
(2) Adjustments to the equity balan
Page 136 and 137:
ASSETS EUR’000 US$’000 Acquired
Page 138 and 139:
UNAUDITED PRO FORMA INCOME STATEMEN
Page 140 and 141:
Pro forma notes (1) Reflects the el
Page 142 and 143:
* The number of shares in issue at
Page 144 and 145:
Notes to the unaudited pro forma co
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
(2) (EUR54,970) has been reallocate
Page 152 and 153:
We do not accept any responsibility
Page 154 and 155:
ANNEXURE 5 MATERIAL LOANS RELATING
Page 156 and 157:
(4) The financial covenant relates
Page 158 and 159:
The fair value of non-current borro
Page 160 and 161:
ADDITIONAL MATERIAL LOANS OF THE GR
Page 162 and 163:
Directorships in the last five year
Page 164 and 165:
David Charles Brink Age 69 Business
Page 166 and 167:
Directorships in last five years Cu
Page 168 and 169:
Directorships in last five years Fo
Page 170 and 171:
Directorships in last five years Cu
Page 172 and 173:
Experience Jan joined Sappi in 1992
Page 174 and 175:
Experience Berry Wiersum joined Sap
Page 176 and 177:
ANNEXURE 7 DETAILS ON THE SAPPI SHA
Page 178 and 179:
SPECIAL RESOLUTION NUMBER 1 Increas
Page 180 and 181:
Explanatory Note to Ordinary Resolu
Page 182 and 183:
This Page Printed On Pink Paper Sap
Page 184 and 185:
FORM OF DIRECTION FOR HOLDERS OF DE
Page 186 and 187:
(Incorporated in the Republic of So
Page 188 and 189:
TABLE OF CONTENTS Page REVISED LIST
Page 190 and 191:
2.2 Background Sappi Limited was fo
Page 192 and 193:
Where shareholders are required to
Page 194 and 195:
6. INFORMATION RELATING TO THE DIRE
Page 196 and 197:
6.4 Additional information pertaini
Page 198 and 199:
No commissions are payable or have
Page 200 and 201:
15. MATERIAL VENDORS There have not
Page 202 and 203:
ANNEXURE A TRADING HISTORY OF SAPPI
Page 204 and 205:
ANNEXURE B PRINCIPAL IMMOVABLE PROP
Page 206 and 207:
ANNEXURE C APPOINTMENT, QUALIFICATI
Page 208 and 209:
If any question arises at any meeti
Page 210 and 211:
As at the termination of each annua
Page 212 and 213:
At every annual general meeting of
Page 214 and 215:
Human Resources committee The respo
Page 216 and 217:
Risk management The Sappi Board rec
Page 218 and 219:
Interest in contracts The Sappi Gro
Page 220 and 221:
ANNEXURE E CAPITAL COMMITMENTS AND
Page 222 and 223:
Westbrook Cogeneration Agreement: I
Page 224:
SIGNATURE Pursuant to the requireme
show all

SAPPI LTD (SAP) 6-K

Create successful ePaper yourself

Delete template?

Save as template?