SAPPI LTD (SAP) 6-K

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Executive Directors RJ Boëttger (3) W Pfarl (2) MR Thompson (1) E van As (5) Total 2007 Allocated Price (ZAR) No. of Shares Allocated Price (ZAR) No. of Shares Allocated Price (ZAR) No. of Shares Allocated Price (ZAR) No. of Shares No. of Shares Outstanding at September 2006 Number of shares held - - - 219,000 - 164,000 - 250,000 633,000 Issue 24 - - 53.85 50,000 53.85 15,000 53.85 100,000 Issue 25 - - 49.00 25,000 49.00 3,000 49.00 50,000 Issue 26 - - - - 147.20 15,000 147.20 50,000 Issue 27 - - 112.83 30,000 112.83 15,000 112.83 50,000 Issue 28 - - 79.25 30,000 - - - - Issue 28a - - - - 79.25 18,000 - - Issue 29 - - 78.00 30,000 78.00 18,000 - - Performance shares 29(4) - - - 12,000 - 6,000 - - Performance shares 30(4) - - - 42,000 - 24,000 - - Performance shares 30a(4) - - - - - 50,000 - - Offered and accepted Performance shares 30 184,000 Paid for Number of shares - - - 75,000 - 15,000 - - 90,000 Weighted average allocated price - - - 52.23 - 53.85 - - Returned, lapsed and forfeited 324,500 Number of shares Resignation/Retirement as executive director Number of shares - - - 144,000 - - - 250,000 394,000 Weighted average allocated price - - - 56.26 - - - - Appointment as director Number of shares - 100,000 - - - - - - 100,000 Outstanding at September 2007 - 100,000 Retired in June 2007 - 149,000 Executive responsibilities terminated in August 2007 249,000 upon appointment of new chief executive officer Number of shares held Issue 25 - - - - 49.00 3,000 - - Issue 26 - - - - 147.20 15,000 - - Issue 27 - - - - 112.83 15,000 - - Issue 28a - - - - 79.25 18,000 - - Issue 29 - - - - 78.00 18,000 - - Performance shares 29(4) - - 6,000 Performance shares 30(4) - - 24,000 - 47
RJ Boëttger (3) W Pfarl (2) MR Thompson (1) E van As (5) Total 2007 Allocated Price No. of Shares Allocated Price No. of Shares Allocated Price No. of Shares Allocated Price No. of Shares No. of Shares (ZAR) (ZAR) (ZAR) (ZAR) Performance shares 30a(4) - - 50,000 - Performance shares 31(4) - - - - Performance shares 31a(4) 100,000 Expiry dates Issue 24 Issue 25 15-Jan-09 Issue 25a Issue 26 28-Mar-10 Issue 27 13-Feb-11 Issue 28a 30-Dec-11 Issue 29 13-Dec-12 Performance shares 29(5) 13-Dec-08 Performance shares 30(5) 13-Dec-09 Performance shares 30a(5) 08-Aug-10 Performance shares 31a(5) 02-Jul-11 (1) He was appointed an executive director on 08 August 2006. The number of shares held at date of appointment have been brought in as one figure. (2) Retired as a director in June 2007. (3) Appointed in July 2007. (4) Performance shares are issued when all relevant conditions are met. (5) Retired as a director in March 2008. 48
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 44 and 45: G. Financial information for Sappi
Page 46 and 47: 13.3. Major Shareholders prior to t
Page 48 and 49: Dr D.C Cronje was appointed in Janu
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
Page 104 and 105:
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
Page 112 and 113:
3. Interim condensed combined finan
Page 114 and 115:
INTERIM CONDENSED COMBINED CASH FLO
Page 116 and 117:
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
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The pro forma adjustments reflect t
Page 130 and 131:
• anticipated synergies and effic
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(A) (B) Financial information for t
Page 134 and 135:
(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
Page 146 and 147:
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
Page 156 and 157:
(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
Page 162 and 163:
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
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
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(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
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Where shareholders are required to
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6. INFORMATION RELATING TO THE DIRE
Page 196 and 197:
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
Page 204 and 205:
ANNEXURE B PRINCIPAL IMMOVABLE PROP
Page 206 and 207:
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
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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