SAPPI LTD (SAP) 6-K

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Directorships in last five years Former Allergan Inc., AGL Resources Inc., Encore Medical Bridgette Radebe Age 48 Business Address Sappi Offices, 48 Ameshoff Street, Braamfontein, Johannesburg, South Africa Occupation Founder and Executive Chairperson of Mmakau Mining Nationality South African Qualification BA (Pol Sc and Socio) Experience Ms. Radebe was the first black South African deep level hard rock mining entrepreneur in the late 1980s. She has more than a decade of experience in contract mining, mining construction and mergers and acquisitions. Directorships in last five years Current Sappi Limited, Mmakau Mining (Pty) Ltd, Capstone 615 (Pty) Limited, Eureka Gold, Dorstfontein Coal Mines (Pty) Limited, Mmakau Coal (Pty) Limited, Kianga Financial Services and Investments (Pty) Limited, Madibeng Platinum (Pty) Limited, Minerals and Mining Development Board, Mmakau Investments (Pty) Limited, MOTY Capital Partners Consortium (Pty) Limited, New Africa Mining Fund, Sayora Minerals (Pty) Limited, Shaftsinkers (Pty) Limited, South African Mining Development Association, South African Tourism Board, Tumelo Coal Mines (Pty) Limited. Former NIL Sir Anthony Nigel Russell Rudd Age 61 Address Sappi Offices, 48 Ameshoff Street, Braamfontein Johannesburg, South Africa Occupation Director of companies Nationality British Qualification Bachelor’s Degree 165
Experience Directorships in last five years Sir Nigel Rudd joined the Sappi Board in April 2006. He has held various senior management and board positions in a career spanning more than 35 years. He founded Williams plc in 1982 and the Company went on to become one of the largest industrial holding companies in the United Kingdom. He was Non- Executive Chairman of Pilkington plc from August 1994 to June 2006. He was knighted by the Queen for services to the manufacturing industry in 1996 and holds honorary doctorates at both Loughborough and Derby Universities. In 1995 he was awarded the Founding Societies Centenary Award by the Institute of Chartered Accountants. He is a Deputy Lieutenant of Derbyshire and a Freeman of the City of London. Current BAA Limited, BAE Systems plc, Sappi Ltd, Barclays PLC, Barclays Bank PLC, Pendragon PLC, Coleman Investments Limited, Rother House Finance Limited, Former Alliance Boots plc (formerly Boots Group plc),Pilkington Group, Bridgewell, Kidde plc, The Boots Company plc Franklin Abraham Sonn Age 68 Business Address Sappi Offices, 48 Ameshoff Street, Braamfontein, Johannesburg, South Africa Occupation Director of companies Nationality South African Qualification BA Hons, HdipEd Experience Former Rector of Peninsula Technikon for 17 years and was appointed democratic South Africa’s first ambassador to the United States 166
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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
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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 166 and 167: Directorships in last five years Cu
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
Page 216 and 217: 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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