SAPPI LTD (SAP) 6-K

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(2) (EUR54,970) has been reallocated to other operating (income) expenses. Included in this income (expense) function are items of income or expense which are material by nature or amount to the operating results and require separate disclosure. Under Sappi's accounting policies, such items would generally include profit and loss on disposal of property, investments and business, asset impairments, restructuring charges, financial impacts of natural disasters and non-cash gains or losses on the price fair value adjustment of plantations. 147
ANNEXURE 4 INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE SAPPI GROUP “The Directors Sappi Limited 48 Ameshoff Street Braamfontein 2001 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION RELATING TO THE PROPOSED ACQUISITION BY SAPPI LIMITED (“SAPPI”) OF THE GRAPHIC PAPER BUSINESS OF M-real We have performed our limited assurance engagement in respect of the pro forma financial information set out in paragraph 12 and Annexure 3 of the Circular dated on or about 10 October 2008 issued in connection with the acquisition of the graphic paper business by Sappi from M-real Corporation, that is the subject of this Circular of Sappi. The pro forma financial information has been prepared in accordance with the requirements of the JSE Limited (“JSE”) Listings Requirements, for illustrative purposes only, to provide information about how the Transaction and Financing thereof might have affected the reported historical financial information presented, had the corporate action been undertaken at the commencement of the period or at the date of the pro forma balance sheet being reported on. Directors’ responsibility The directors are responsible for the compilation, contents and presentation of the pro forma financial information contained in the Circular and for the financial information from which it has been prepared. Their responsibility includes determining that: the pro forma financial information has been properly compiled on the basis stated; the basis is consistent with the accounting policies of Sappi; and the pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed in terms of the JSE Listings Requirements. Reporting accountants’ responsibility Our responsibility is to express our limited assurance conclusion on the pro forma financial information included in the Circular to Shareholders. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial Information and the Guide on Pro Forma Financial Information issued by SAICA. This standard requires us to obtain sufficient appropriate evidence on which to base our conclusion. 148
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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
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Note 12•Property, plant and equip
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Property, plant and equipment inclu
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Note 16•Cash and cash equivalents
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The Company expects to contribute E
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Note 20•Maturity of repayment and
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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 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
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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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