SAPPI LTD (SAP) 6-K

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SPECIAL RESOLUTION NUMBER 1 Increase in authorised share capital “RESOLVED THAT, the authorised ordinary share capital of the Company be and is hereby increased from R325,000,000, comprising 325,000,000 ordinary shares of R1.00 each, to R1,325,000,000, comprising 1,325,000,000 ordinary shares of R1.00 each, by the creation of 1,000,000,000 new ordinary shares of R1.00 each.” The reason for special resolution number 1 is to increase the authorised share capital of the Company so as to provide the Company with sufficient authorised shares to enable it, inter alia, to (a) conduct the Rights Offering (as defined and described in the Circular); and (b) issue the unissued shares required to be issued by Sappi in terms of the Master Agreement. The effect of passing special resolution number 1 will be to increase the authorised share capital of the Company by R1,000,000,000 by the creation of 1,000,000,000 new ordinary shares having a par value of R1.00 each. Explanatory Note to Special Resolution Number 1: Sappi wishes to increase its share capital by such number of shares as the director of Sappi believe is necessary to give the Company sufficient flexibility to make the Rights Offering at a price which will, in the circumstances prevailing at the time at which that price is determined, be appropriate. ORDINARY RESOLUTION NUMBER 2 Resolution placing unissued shares under Directors’ control for Rights Offering “RESOLVED THAT: (a) subject to the passing of ordinary resolution number 1 above, all of the authorised but unissued ordinary shares in the capital of the Company, including those created pursuant to special resolution number 1 above if it is passed and duly registered, and excluding those which will be subject to the directors’ specific authority pursuant to ordinary resolution number 1 above if it is passed, be and are hereby placed under the control of the directors of the Company with a general authority to allot and issue all or part of them, in their discretion, in terms of section 221 of the Companies Act, pursuant to the Rights Offering; and 175
(b) subject always to the provisions of Article 6 of the Company’s Articles of Association, the payment by the Company of commission, whether in the form of cash, Sappi Shares or other equity linked instruments, on such terms and conditions as the directors, in their discretion, may decide, to the underwriters of the Rights Offering, be and is hereby authorised as required in terms of Article 6 of the Company’s Articles of Association.” ORDINARY RESOLUTION NUMBER 3 Waiver of Mandatory Offer “RESOLVED THAT, subject to the passing of ordinary resolution number 1, the passing and registration of special resolution number 1 and the passing of ordinary resolution number 2, a waiver of any obligation, which might otherwise arise on the part of any underwriters appointed by the Company for the Rights Offering (the “Underwriters”) to make a mandatory offer in accordance with the requirements of Rule 8.1 of the Securities Regulation Code on Takeovers and Mergers (the “Code”), if the Underwriters become obliged, in terms of their obligation to underwrite the Rights Offering, to acquire enough Sappi Shares for the acquisition to be an “affected transaction” in terms of the Code, be and is approved.” It is a requirement of the Code that this resolution be passed by a majority of independent votes cast, being the votes cast by persons other than the Underwriters and any person acting in concert (as defined in the Code) with either of the Underwriters. 176
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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
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Depreciation of buildings and machi
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As of 31 December 2007 and 2006, cu
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ANNEXURE 2 INDEPENDENT REPORTING AC
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Opinion In our opinion, the combine
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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 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 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
Page 218 and 219: Interest in contracts The Sappi Gro
Page 220 and 221: ANNEXURE E CAPITAL COMMITMENTS AND
Page 222 and 223: Westbrook Cogeneration Agreement: I
Page 224: SIGNATURE Pursuant to the requireme
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SAPPI LTD (SAP) 6-K

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