SAPPI LTD (SAP) 6-K

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G. Financial information for Sappi was extracted from the published consolidated results of Sappi for the year ended September 2007 prepared in accordance with IFRS as issued by the IASB and from the published condensed reviewed results for the nine months ended June 2008 prepared in accordance with International Accounting Standard 34, Interim Financial Reporting . H. The allocation of the Transaction Consideration reflected in the pro forma financial effects is preliminary based on estimated fair values and the estimated Transaction Consideration. It will eventually be adjusted based on a complete assessment of the fair value of the net Assets Acquired and the final Transaction Consideration. The final Transaction Consideration allocation is dependent on, among other things, the finalisation of asset and liability valuations. Any final adjustment will change the allocation of the Transaction Consideration, which will affect the fair value assigned to the assets and liabilities and could result in a material change to the pro forma financial effects, including a change to goodwill. I. Pro forma adjustments include an adjustment to depreciation relating to the preliminary fair value assigned to property, plant and equipment to eliminate estimated historical expense and interest expense to take into account the financing of the Transaction. These adjustments have been tax effected at an estimated statutory tax rate for the combined group of 28.3%. J. The pro forma financial effects are presented for information purposes only, and do not purport to represent what Sappi’s actual results of operations or financial condition would have been had the Transaction and the financing thereof occurred on the dates indicated, nor are they necessarily indicative of future results of operations or financial condition. K. The pro forma headline earnings per share for the nine months ended June 2008 and the twelve months ended September 2007 exclude a net asset impairment reversal of EUR 111 million recorded by the Acquired Business. The impact thereof for the nine months ended June 2008 and the twelve months ended September 2007 is 51 US cents and 54 US cents respectively. 12.1. Goodwill The difference between the preliminary cost of the Transaction and the preliminary estimated fair value of assets and liabilities acquired of €80 million (US $126 million) has provisionally been attributed to goodwill and not amortised. Post completion of the Transaction, Sappi will complete its analysis of the measurement of the cost of the Transaction and the allocation of the purchase price to the Acquired Business’s identifiable assets, liabilities and contingent liabilities as required by IFRS 3: Business Combinations. As a consequence the goodwill amount may change. The goodwill on the Transaction relates to future cash flows that will be realised due to the acquisition and synergies of the combined Sappi and the Acquired Business. 41
13. SHARE CAPITAL OF <strong><strong>SAP</strong>PI</strong> 13.1. Authorised and issued share capital prior to the Transaction R US $(1) Authorised Ordinary shares of R1.00 each 325,000,000 38,201,587 Issued Ordinary shares of R1.00 each 239,071,892 28,101,310 Share premium 6,426,855,567 755,434,095 Total issued share capital 6,665,927,459 783,535,405 Treasury Shares 929,420,671 109,247,214 (1) Converted at closing exchange rate on 2 October 2008 of ZAR/US$ 8.5075 13.2. Authorised and issued share capital after the Transaction but before any share issuance other than the share issuance to M-real R US $(1) Authorised Ordinary shares of R1.00 each 1,325,000,000 155,744,931 Issued Ordinary shares of R1.00 each 246,053,997 28,922,010 Share premium 6,994,475,526 822,154,044 Total issued share capital 7,240,529,523 851,076,054 Treasury shares 929,420,671 109,247,214 (1) Converted at closing exchange rate on 2 October 2008 of ZAR/US$ 8.5075 42
Page 1 and 2: SAPPI LTD (SAP) 6-K Current report
Page 3 and 4: INCORPORATION BY REFERENCE Sappi Li
Page 6 and 7: CERTAIN FORWARD-LOOKING STATEMENTS
Page 8 and 9: South African legal advisor to Sapp
Page 10 and 11: TABLE OF CONTENTS Page CORPORATE IN
Page 12 and 13: ACTION REQUIRED BY SAPPI SHAREHOLDE
Page 14 and 15: IMPORTANT DATES/TIMES SALIENT DATES
Page 16 and 17: “CSDP” “CWF” “Deloitte So
Page 18 and 19: “Sappi Papier Holding” “Sappi
Page 20 and 21: CURRENCY TRANSLATION This Circular
Page 22 and 23: The tables below highlight certain
Page 24 and 25: Reconciliation from profit for the
Page 26 and 27: 3. PRINCIPAL TERMS AND CONDITIONS O
Page 28 and 29: • dispose of any of the Settlemen
Page 30 and 31: There is no accrued taxation, which
Page 32 and 33: (d) all of the know-how, brands, or
Page 34 and 35: The map below sets out the location
Page 36 and 37: Name Age Position Experience Martti
Page 38 and 39: 5. FINANCIAL INFORMATION ON THE ACQ
Page 40 and 41: The registered address of Metsälii
Page 42 and 43: Pro forma financial effects for the
Page 46 and 47: 13.3. Major Shareholders prior to t
Page 48 and 49: Dr D.C Cronje was appointed in Janu
Page 50 and 51: Executive Directors RJ Boëttger (3
Page 52 and 53: 14.2.2. Changes in executive direct
Page 54 and 55: 2007 2006 Direct Interests Indirect
Page 56 and 57: Other than described above, there a
Page 58 and 59: 21. DIRECTORS’ RESPONSIBILITY STA
Page 60 and 61: 25. EXCHANGE CONTROL AUTHORITY Subj
Page 62 and 63: • Audited Annual Financial Statem
Page 64 and 65: HISTORIC FINANCIAL INFORMATION RELA
Page 66 and 67: COMBINED STATEMENTS OF CASH FLOWS F
Page 68 and 69: Note 1• Background and basis of p
Page 70 and 71: The translation of foreign currency
Page 72 and 73: Goodwill that arose prior to 1 Janu
Page 74 and 75: Revenue recognition Revenue compris
Page 76 and 77: Application of new and amended IFRS
Page 78 and 79: Liquidity risk is defined as the ri
Page 80 and 81: Other operating expenses include al
Page 82 and 83: Note 7•Personnel data The Company
Page 84 and 85: Note 9•Financial income and expen
Page 86 and 87: The Company has offset deferred tax
Page 88 and 89: Note 12•Property, plant and equip
Page 90 and 91: Property, plant and equipment inclu
Page 92 and 93: Note 16•Cash and cash equivalents
Page 94 and 95:
The Company expects to contribute E
Page 96 and 97:
Note 20•Maturity of repayment and
Page 98 and 99:
Maturity of repayment and interest
Page 100 and 101:
Note 22•Other non-current liabili
Page 102 and 103:
2. Interim Condensed Combined Finan
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INTERIM CONDENSED COMBINED CASH FLO
Page 106 and 107:
NOTES TO THE INTERIM CONDENSED COMB
Page 108 and 109:
A reconciliation of income tax expe
Page 110 and 111:
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
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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 148 and 149:
Page 150 and 151:
(2) (EUR54,970) has been reallocate
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We do not accept any responsibility
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ANNEXURE 5 MATERIAL LOANS RELATING
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(4) The financial covenant relates
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The fair value of non-current borro
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ADDITIONAL MATERIAL LOANS OF THE GR
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Directorships in the last five year
Page 164 and 165:
David Charles Brink Age 69 Business
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Directorships in last five years Cu
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Directorships in last five years Fo
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Directorships in last five years Cu
Page 172 and 173:
Experience Jan joined Sappi in 1992
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Experience Berry Wiersum joined Sap
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ANNEXURE 7 DETAILS ON THE SAPPI SHA
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SPECIAL RESOLUTION NUMBER 1 Increas
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Explanatory Note to Ordinary Resolu
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This Page Printed On Pink Paper Sap
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FORM OF DIRECTION FOR HOLDERS OF DE
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(Incorporated in the Republic of So
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TABLE OF CONTENTS Page REVISED LIST
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2.2 Background Sappi Limited was fo
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Where shareholders are required to
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6. INFORMATION RELATING TO THE DIRE
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6.4 Additional information pertaini
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No commissions are payable or have
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15. MATERIAL VENDORS There have not
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ANNEXURE A TRADING HISTORY OF SAPPI
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ANNEXURE B PRINCIPAL IMMOVABLE PROP
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ANNEXURE C APPOINTMENT, QUALIFICATI
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If any question arises at any meeti
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As at the termination of each annua
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At every annual general meeting of
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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
Page 222 and 223:
Westbrook Cogeneration Agreement: I
Page 224:
SIGNATURE Pursuant to the requireme
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