SAPPI LTD (SAP) 6-K

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UNAUDITED PRO FORMA INCOME STATEMENT OF THE <strong><strong>SAP</strong>PI</strong> GROUP The unaudited pro forma income statement of the Sappi Group as at September 2007 has been prepared on the assumption that the proposed transactions occurred on 01 October 2006. US$’m Sappi Group Acquired Business Year ended September 2007 Year ended December 2007 (A) (B) Pro forma adjustments Notes Pro forma Sales 5,304 1,833 – 7,137 Cost of sales 4,591 1,722 (29) (1) 6,284 Gross profit 713 111 29 853 Selling, general and administration expenses 362 119 – 481 Share of profit (loss) from associates and joint ventures (10) – – (10) Other operating (income) expenses (22) (133) – (155) Operating profit 383 125 29 537 Net finance costs 134 16 25 175 Finance costs 173 12 25 (2) 210 Finance revenue (21) (2) – (23) Finance costs capitalised (14) – – (14) Net foreign exchange gains (13) 6 – (7) Net fair value loss on financial instruments 9 – – 9 Profit (loss) before taxation 249 109 4 362 Taxation charge (benefit) 47 18 1 (3) 66 Profit (loss) for the year 202 91 3 296 Basic earnings per share (US cents) 89 98 Weighted average number of shares in issue (millions) * 227.8 300.8 Diluted earnings per share (US cents) 88 98 Weighted average number of shares on fully diluted basis (millions) * 230.5 303.5 135
* The number of shares in issue at balance sheet date has been adjusted by 73 million shares representing the estimated number of shares to be issued as consideration for the Acquired Business of EUR50 million (US$79 million) and the proposed rights offering of EUR450 million (US$711 million). The number of Settlement Shares will be determined by reference to the volume weighted average share price of Sappi on the JSE during the 30 trading days prior to the date of the announcement of this acquisition adjusted for issuances of shares by Sappi at a discount to market value and other specified actions taken by Sappi in respect of its capital prior to the Completion Date. The number of rights offering shares was calculated using the Sappi closing share price on 26 September 2008 of ZAR81.50. The actual number of shares will be based on the relevant variable components of the financing and of the relevant agreements and, accordingly, the number of shares will change. (A) (B) The Sappi financial information has been extracted without adjustment from Sappi's published consolidated audited results for the year ended September 2007. The Acquired Business financial information has been extracted from the Acquired Business audited carve-out financials for the year ended December 2007. The Acquired Business income statement was converted from Euros into US Dollars using the average exchange rate for the year ended December 2007 of EUR1 : US$1.3755. Refer to note 1 in the notes to the income statement for the year ended September 2007 for a reconciliation of the Acquired Business income statement information as presented in the carve-out accounts for the year ended December 2007 to the Acquired Business carve-out information presented above. 136
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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
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The translation of foreign currency
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Goodwill that arose prior to 1 Janu
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Revenue recognition Revenue compris
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Application of new and amended IFRS
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Liquidity risk is defined as the ri
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Other operating expenses include al
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Note 7•Personnel data The Company
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Note 9•Financial income and expen
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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 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
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
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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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