SAPPI LTD (SAP) 6-K

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INTERIM CONDENSED COMBINED CASH FLOW STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 (Amounts in thousands of Euros, unless otherwise stated) 2007 2006 Result for period 66,453 (20,205) Adjustments to results, total (a) (36,786) 74,342 Interest received 1,143 1,666 Interest paid (8,681) (13,479) Dividends received 10 6,970 Other financial items, net (4,117) (3,315) Income taxes paid/received (154) 402 Corporate overhead costs funded by Parent 8,600 8,000 Income taxes funded by Parent 2,154 7,725 Other Parent funding items - - Changes in working capital (b) 42,523 15,755 Net cash flow arising from operating activities 71,145 77,861 Capital expenditure (45,228) (53,742) Proceeds from sale of property, plant and equipment 159 43 Increase in long-term receivables (3,247) - Net cash flow used in investing activities (48,316) (53,699) Financing with Parent, net (c) (34,891) - Repayment of 3rd party borrowings (11,224) (12,611) Net cash flow used in financing activities (46,115) (12,611) Net change in cash and cash equivalents (23,286) 11,551 Effect of exchange rate changes on cash (199) (437) (Decrease) / increase in cash and cash equivalents (23,485) 11,114 Cash at beginning of year 51,769 40,655 Cash at end of year 28,284 51,769 Notes to the combined statements of cash flow (a) Adjustments to the results Depreciation and amortisation 95,662 59,021 Impairment charges and reversal of impairment charges (151,000) 20,000 Taxes 10,586 (10,794) Finance costs, net 11,644 8,156 Provisions (2,164) 285 Other adjustments (1,514) (2,326) (36,786) 74,342 (b) Changes in working capital Inventories 10,389 18,264 Current receivables 5,376 (8,915) Current non-interest bearing liabilities 26,758 6,406 42,523 15,755 Non-cash transactions (c) In 2007 the Parent converted EUR 166,819 thousand of Related party interest-bearing liabilities to invested equity The accompanying notes are an integral part of the interim condensed combined financial information. 111
INTERIM CONDENSED COMBINED CHANGES IN INVESTED EQUITY FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 (Amounts in thousands of Euros, unless otherwise stated) YEAR ENDED 2006 Balance, 1 January 2006 466,560 Translation differences (2,729) Result for the period (20,205) Related party transactions Corporate overhead costs funded by parent company 8,000 Income taxes funded by parent company 7,725 Other financing with Parent, net 1,030 Related party transactions, total 16,755 Balance, 31 December 2006 460,381 YEAR ENDED 2007 Balance, 1 January 2007 460,381 Translation differences (1,556) Result for the period 66,453 Related party transactions Equity contribution by Parent 181,819 Corporate overhead costs funded by parent company 8,600 Income taxes funded by parent company 2,154 Other financing with Parent, net (44,534) Related party transactions, total 148,039 Balance, 31 December 2007 673,317 The accompanying notes are an integral part of the interim condensed combined financial information. 112
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SAPPI LTD (SAP) 6-K Current report
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INCORPORATION BY REFERENCE Sappi Li
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CERTAIN FORWARD-LOOKING STATEMENTS
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South African legal advisor to Sapp
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TABLE OF CONTENTS Page CORPORATE IN
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ACTION REQUIRED BY SAPPI SHAREHOLDE
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IMPORTANT DATES/TIMES SALIENT DATES
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“CSDP” “CWF” “Deloitte So
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“Sappi Papier Holding” “Sappi
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CURRENCY TRANSLATION This Circular
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The tables below highlight certain
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Reconciliation from profit for the
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3. PRINCIPAL TERMS AND CONDITIONS O
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• dispose of any of the Settlemen
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There is no accrued taxation, which
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(d) all of the know-how, brands, or
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The map below sets out the location
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Name Age Position Experience Martti
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5. FINANCIAL INFORMATION ON THE ACQ
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The registered address of Metsälii
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Pro forma financial effects for the
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G. Financial information for Sappi
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13.3. Major Shareholders prior to t
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Dr D.C Cronje was appointed in Janu
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Executive Directors RJ Boëttger (3
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14.2.2. Changes in executive direct
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2007 2006 Direct Interests Indirect
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Other than described above, there a
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21. DIRECTORS’ RESPONSIBILITY STA
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25. EXCHANGE CONTROL AUTHORITY Subj
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• 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 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 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
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David Charles Brink Age 69 Business
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Directorships in last five years Cu
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Directorships in last five years Fo
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Directorships in last five years Cu
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Experience Jan joined Sappi in 1992
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Experience Berry Wiersum joined Sap
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ANNEXURE 7 DETAILS ON THE SAPPI SHA
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SPECIAL RESOLUTION NUMBER 1 Increas
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Explanatory Note to Ordinary Resolu
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This Page Printed On Pink Paper Sap
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FORM OF DIRECTION FOR HOLDERS OF DE
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(Incorporated in the Republic of So
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TABLE OF CONTENTS Page REVISED LIST
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2.2 Background Sappi Limited was fo
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Where shareholders are required to
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6. INFORMATION RELATING TO THE DIRE
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6.4 Additional information pertaini
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No commissions are payable or have
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15. MATERIAL VENDORS There have not
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ANNEXURE A TRADING HISTORY OF SAPPI
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ANNEXURE B PRINCIPAL IMMOVABLE PROP
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ANNEXURE C APPOINTMENT, QUALIFICATI
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If any question arises at any meeti
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As at the termination of each annua
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At every annual general meeting of
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Human Resources committee The respo
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Risk management The Sappi Board rec
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Interest in contracts The Sappi Gro
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ANNEXURE E CAPITAL COMMITMENTS AND
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Westbrook Cogeneration Agreement: I
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SIGNATURE Pursuant to the requireme
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