SAPPI LTD (SAP) 6-K

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15. MATERIAL VENDORS There have not been any material acquisitions in the last three years. There have not been any cash or securities paid, or benefit given to any promoter, not being a director of Sappi, over the last three years. 16. PRINCIPAL IMMOVABLE PROPERTIES OWNED AND LEASED BY SAPPI Details of the principal immovable properties owned and leased by Sappi are set out in Annexure B to these revised listing particulars. 17. MATERIAL CHANGES RELATING TO SAPPI There have not been any material changes in the financial position of Sappi and its Subsidiaries since the end of the last financial period, other than as set out in the Circular. 18. GOVERNMENT PROTECTION AND ENCOURAGEMENT LAW There is no government protection or investment encouragement laws affecting Sappi and its Subsidiaries nor has there been for the preceding financial year. 19. LITIGATION STATEMENT RELATING TO SAPPI As at the date of this Circular, Sappi does not have, and has not in the previous 12 months had, any legal proceedings against it that would have a material effect on the Sappi Group. Also, refer to Section 18 of the Circular, to which these revised listing particulars are attached. 20. CORPORATE GOVERNANCE OF SAPPI Sappi is committed to the highest standards of corporate governance and continues to seek areas of improvement by measuring itself against international best practice, primarily in South Africa and the United States. Sappi endorses the Code of Corporate Practices and Conduct as contained in the South African King II Report issued in 2002, and continues to apply the principles incorporated therein. The group maintains its primary listing on the JSE as well as secondary listings on the New York and London Stock Exchanges. The Sappi Group complies in all material respects with the regulations and codes of these exchanges as they apply to Sappi. 197
Refer to Annexure D to these revised listing particulars for further information on Corporate Governance. 21. WORKING CAPITAL STATEMENT Refer to Section 20 of the Circular, to which these revised listing particulars are attached. 22. DIRECTORS’ RESPONSIBILITY STATEMENT Refer to Section 21 of the Circular, to which these revised listing particulars are attached. 23. CONSENTS Refer to Section 23 of the Circular, to which these revised listing particulars are attached. 24. COSTS Refer to Section 26 of the Circular, to which these revised listing particulars are attached. 25. DOCUMENTS AVAILABLE FOR INSPECTION Section 27 of the Circular provides details on the documents available for inspection. 198
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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
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The pro forma adjustments reflect t
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• anticipated synergies and effic
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(A) (B) Financial information for t
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(2) Adjustments to the equity balan
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ASSETS EUR’000 US$’000 Acquired
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UNAUDITED PRO FORMA INCOME STATEMEN
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Pro forma notes (1) Reflects the el
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* The number of shares in issue at
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Notes to the unaudited pro forma co
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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 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 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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