SAPPI LTD (SAP) 6-K

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As of 31 December 2007 and 2006, current accounts receivable and non-interest bearing receivables include amounts due from M-real and its subsidiaries in the amount of EUR 33,267 and EUR 40,706, respectively, and accounts payable and other non-interest bearing liabilities include amounts due to M-real in the amount of EUR 21,693 and EUR 17,220, respectively. As of 31 December 2007 and 2006 non-current borrowings include non-current loans due to M-real in the amount of EUR 55,661 and EUR 197,935, respectively, and current borrowings include current loans due to M-real in the amount of EUR 12,000 and EUR 24,444, respectively. Interest expenses on these balances due to M-real have been recognised in other financial expenses. During the first half of the year ended 31 December 2007, M-real converted EUR 166,819 of the Company’s related party interest bearing liabilities to invested equity. During the quarter ended 31 December 2007, M-real contributed an additional EUR 15,000 of the Company’s related party interest bearing liabilities to invested equity. Stockstadt and CWZ participate in a profit and loss transfer arrangement (“PLTA”) with its holding company M-real Deutsche Holding GmbH for all periods presented in the interim financial statements. Under the PLTA, Stockstadt and CWZ are obligated to transfer their entire profits, as determined under the German Commercial Code (HGB), to Deutsche Holding GmbH during the term of the agreement. Conversely, Deutsche Holding GmbH is obliged to compensate any net loss generated by Stockstadt and CWZ as determined under HGB. The Company recognised the right to be compensated for net loss generated by recognizing EUR 15,791 in current accounts receivable as of 31 December 2007 offset with a corresponding increase in invested equity. The Company recognised its obligation to transfer profits under the PLTA by recognizing EUR 1,667 in current accounts payable as of 31 December 2006 offset with a corresponding reduction in invested equity. In the regular course of business, the Company is exposed to certain financial risks which are hedged by either the local business or by Metsä Finance on positions held by the Company. These risks are typically commodity (energy) prices, foreign currency exposure and translation risk of net investments in foreign entities. The Company has elected not to allocate hedging positions of the Company specific risk, held by Metsä Finance, to the interim financial statements. Note 5 - Commitments and contingencies Commitments Operating and finance lease commitments The Company holds operating leases for certain vehicles and equipment. Leasing liabilities for contracts exceeding 12 months and for non-cancellable operating leasing contracts were EUR 1,839 and EUR 819 for the three months ended 31 December 2007 and 2006, respectively. The Company recognised finance lease assets in the amount of EUR 58,242 and EUR 70,796 and corresponding obligations in the amount of EUR 57,004 and EUR 68,107 as of 31 December 2007 and 2006, respectively. Financial expenses recognised in relation to the finance lease arrangements amounted to EUR 707 and EUR 874 for the three months ended 31 December 2007 and 2006 and EUR 3,173 and EUR 3,475 in the years ended 31 December 2007 and 2006, respectively. Non-cancellable purchase commitments The Company has no non-cancellable purchase agreements as of 31 December 2007. 117
Guarantees and indemnifications The Company has not entered into any agreements that would require it, as a guarantor, to recognise a liability for the fair value of obligations it has undertaken in issuing the guarantee. All assets of the Company have been pledged by the Parent. Warranties The Company does not make express warranties on its products other than that such products comply with the Company’s specifications. Based on historical experience, product quality claims are not material, and are charged against net sales when incurred. Contingent liabilities Customer claims and other litigation The Company may be subject to various product liabilities, commercial and employment litigation, and other legal matters that are considered to be in the ordinary course of business. The Company has no legal reserve as of 31 December 2007 and 2006 pertaining to customer claims and other litigation. As of 31 December 2007 and 2006 there are no open legal matters, and management of the Company cannot reasonably estimate the outcome of potential legal proceedings, claims, or litigation. Management believes that any such potential matters will not materially affect the Company’s financial position, results of operations, or cash flows. 118
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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
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HISTORIC FINANCIAL INFORMATION RELA
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COMBINED STATEMENTS OF CASH FLOWS F
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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 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
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
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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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SAPPI LTD (SAP) 6-K

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