SAPPI LTD (SAP) 6-K

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Directorships in last five years Current Sappi Limited, Accounting Standards Board, Alexander Forbes Equity Holdings (Pty) Ltd, Automobile Association of South Africa, CIC Energy Corp, Development Bank of Southern Africa, Exxaro Resources Limited (Previously Kumba Resources Ltd), Illovo Sugar Limited, J D Group Limited, Makalani Holdings Limited, Macsteel Service Centres SA 2005 (Pty) Ltd, Mustek Limited, Old Mutual Life Assurance Company (South Africa) Ltd, Old Mutual Life Holdings (South Africa) Ltd, Outsourced Risk and Compliance Assessment (Pty) Ltd, Securities Regulation Panel, Sentech Limited, Steinhoff International Holdings Limited, The National Horseracing Authority Former Mutual and Federal Insurance Company Limited, Kersaf Limited, Sun International Limited, South African Airways (Pty) Ltd Helmut Claus-Jurgen Mamsch Age 63 Business Address Sappi Offices, 48 Ameshoff Street, Braamfontein, Johannesburg, South Africa Occupation Nationality Qualification Experience Directorships in last five years Director of companies German Studied Economics at Deutsche Aussenhandels-und-Verkehrs-Akademie, Bremen Mr. Mamsch studied economics at Deutsche Aussenhandels-und-Verkehrs- Akademie, Bremen and also received training in business administration and shipping in Germany, the United Kingdom and Belgium. He worked for 20 years in international trade and shipping. In 1989 he joined VEBA AG (now E ON AG), Germany’s largest utility-based conglomerate. From 1993 to 2000 he was a VEBA AG management board member and as from 1998 responsible for their US electronic businesses and their Corporate Strategy and Development. In 1997 he joined Logica as a Non-Executive Director and until 2007 was appointed their Deputy Chairman. Current Sappi Limited, Electrocomponents plc, GKN plc Former LogicaCMG plc, K+S Aktiengesellschaft, RMC Group plc 163
John David McKenzie Age 61 Business Address Sappi Offices, 48 Ameshoff Street, Braamfontein, Johannesburg, South Africa Occupation Consultant Nationality South African Qualification BSc Chemical Engineering, MA Experience Mr. McKenzie joined the Sappi Board after having held senior executive positions globally and in South Africa. He is a former President for Asia, Middle East and Africa Downstream of the Chevron Texaco Corporation and also served as the Chairman and Chief Executive Officer of the Caltex Corporation. Directorships in last five years Current Sappi Limited, Accelerate Cape Town Former Sondela (Pty) Ltd Singapore, US-Asean Business Council, Singapore Economic Development Board, Singapore Training and Development Association, INSEAD Singapore, National University of Singapore Business School, Nanyang Technological University Business School, American Chamber of Commerce, RSA-Singapore Business Association, Chevron Trading Pte. Ltd, Chevron Global Energy Inc. GS Caltex Corporation, Texaco Overseas Holdings Inc. Karen Rohn Osar Age 59 Business Address Sappi Offices, 48 Ameshoff Street, Braamfontein, Johannesburg, South Africa Occupation Director of companies Nationality American Qualification MBA, Finance Experience Ms. Osar was Executive Vice President and Chief Financial Officer of speciality chemicals company Chemtura Corporation until her retirement in March 2007. Prior to that, she held various senior management and board positions in her career. She was Vice President and Treasurer for Tenneco Inc and also served as Chief Financial Officer of Westvaco Corporation and as Senior Vice President and Chief Financial Officer of the merged MeadWestvaco Corporation. Prior to those appointments she spent 19 years at JP Morgan & Company, becoming a Managing Director of the Investment Banking Group. Sappi Limited, BNY Hamilton Funds, Webster Financial Corporation, Innophos Inc. 164
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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
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Note 22•Other non-current liabili
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2. Interim Condensed Combined Finan
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INTERIM CONDENSED COMBINED CASH FLO
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NOTES TO THE INTERIM CONDENSED COMB
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A reconciliation of income tax expe
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Sales of goods to related parties d
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3. Interim condensed combined finan
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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 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 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
Page 200 and 201: 15. MATERIAL VENDORS There have not
Page 202 and 203: ANNEXURE A TRADING HISTORY OF SAPPI
Page 204 and 205: ANNEXURE B PRINCIPAL IMMOVABLE PROP
Page 206 and 207: ANNEXURE C APPOINTMENT, QUALIFICATI
Page 208 and 209: If any question arises at any meeti
Page 210 and 211: As at the termination of each annua
Page 212 and 213: At every annual general meeting of
Page 214 and 215: 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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