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SAPPI LTD (SAP) 6-K

SAPPI LTD (SAP) 6-K

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* 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<br />

consideration for the Acquired Business of EUR50 million (US$79 million) and the proposed rights offering of EUR450 million (US$711 million). The<br />

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<br />

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<br />

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<br />

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<br />

and, accordingly, the number of shares will change.<br />

(A)<br />

(B)<br />

The Sappi financial information has been extracted without adjustment from Sappi's published consolidated audited results for the year ended<br />

September 2007.<br />

The Acquired Business financial information has been extracted from the Acquired Business audited carve-out financials for the year ended December<br />

2007. The Acquired Business income statement was converted from Euros into US Dollars using the average exchange rate for the year ended<br />

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<br />

the Acquired Business income statement information as presented in the carve-out accounts for the year ended December 2007 to the Acquired<br />

Business carve-out information presented above.<br />

136

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