SAPPI LTD (SAP) 6-K

• carry on any business contemplated by the Transaction Agreements.
3.4. Completion Date and Effective Date
The effective date for the Transaction will be the Completion Date. The Completion Date shall be no later than 30 April 2009.
3.5. Conditions Precedent and Termination Rights
The Transaction is subject to the satisfaction of, inter alia, the following conditions:
• the Sappi Shareholders, in a General Meeting, approving the ordinary resolution necessary to effect the Transaction, approving a special
resolution to increase the share capital of Sappi and granting the directors the required authority to allot and issue shares for the
Transaction;
• the obtaining of certain regulatory approvals required for implementing the Transaction, including competition law approvals and all
relevant approvals from the Reserve Bank;
• the transfer by M-real of Hallein AG from M-real Stockstadt GmbH to a M-real entity unconnected to the Transaction;
• the approval of the JSE for the listing of the Settlement Shares on the JSE; and
• the Rights Offering having closed and settled in accordance with its terms.
The Transaction will automatically terminate if the Rights Offering has not been announced by midnight on 28 February 2009 or, if announced by that time, if
it has not closed and settled by 30 April 2009. In addition either Sappi or M-real may terminate the Transaction on 31 January 2009 if the condition relating
to EU merger clearance has not been satisfied by 11 January 2009 and the parties having entered into good faith negotiations are unable to reach a mutually
acceptable agreement by 31 January 2009.
In addition, Sappi may terminate the Transaction prior to the anticipated completion if a Significant Adverse Change occurs or is likely to occur prior to
completion.
3.6. Other
There are no guaranteed book debts in the Acquired Business.
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