SAPPI LTD (SAP) 6-K

21. DIRECTORS’ RESPONSIBILITY STATEMENT
The Board, whose names are given on page 4 of this Circular, collectively and individually accept full responsibility for the accuracy of the information given
and certify that to the best of their knowledge and belief, there are no other facts that have been omitted which would make any statement false or misleading,
and that all reasonable enquiries to ascertain such facts have been made and that this Circular contains all information required by law and the JSE Listings
Requirements.
22. GENERAL MEETING
A General Meeting of Shareholders will be held at 15:00 on 3 November 2008 at the registered offices of Sappi (Sappi Offices, 48 Ameshoff Street,
Braamfontein, Johannesburg, 2001, South Africa) to consider and, if deemed fit, pass the proposed resolutions necessary to implement the Transaction and the
financing thereof.
Details of the actions required to be taken by Shareholders are set out on page 9 of this Circular.
23. CONSENTS
Each of Morgan Stanley & Co. Limited, Morgan Stanley South Africa (Pty.) Limited, Bowman Gilfillan Inc, Cravath, Swaine & Moore LLP, Deloitte South
Africa, PricewaterhouseCoopers Inc, Linklaters LLP, UBS, Goldman Sachs International, Werksmans Inc., Slaughter and May and the Transfer Secretaries
have consented in writing to act in the capacities stated and to their names appearing in this Circular and have not withdrawn their consent prior to the
publication of this Circular.
24. UNDERWRITERS’ WAIVER TO MAKE A MANDATORY OFFER
If any underwriter(s) appointed by Sappi to underwrite the Rights Offering (the “Underwriter(s)”) are called upon to take up Sappi Shares in terms of any
underwriting agreement which is concluded by Sappi with such Underwriter(s), with the consequence that such Underwriter(s) acquire that number of Sappi
Shares as will result in an “affected transaction” in terms of the Securities Regulation Panel Code on Takeovers and Mergers (the “SRP Code”), that might
impose on such Underwriter(s) an obligation, in terms of Rule 8.1 of the SRP Code, to make an offer (“Mandatory Offer”) to acquire the Sappi Shares held by
the other Shareholders.
The Securities Regulation Panel (the “SRP”) has advised that it is willing to consider an application to grant a dispensation (“Dispensation”) to
Underwriter(s), in terms of the SRP Code, which would have the effect of releasing the Underwriter(s) from any obligation to make a Mandatory Offer. The
Dispensation would be subject to Shareholders, who are independent from the Underwriter(s), passing a resolution in general meeting approving a waiver of
the Shareholders’ right to require any Underwriter(s) to make a Mandatory Offer. A resolution approving of that waiver is being proposed to be passed by the
Shareholders and is set out as Ordinary Resolution Number 3 in the Notice of General Meeting attached to this Circular. Prior to granting a Dispensation, the
SRP will consider any objections or representations (if any) made by parties as contemplated below in this Section 24.
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