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2008 Annual report - Sappi

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sappi //<br />

Directors’ <strong>report</strong><br />

for the year ended September <strong>2008</strong><br />

Your directors submit their <strong>report</strong> for the year ended<br />

September <strong>2008</strong>.<br />

Business of <strong>Sappi</strong> Limited (<strong>Sappi</strong> or the<br />

company) and its operating companies<br />

mentioned below (the group)<br />

The group manufactures and sells a wide range of pulp, paper<br />

and wood products for use in almost every sphere of economic<br />

activity. The group conducts its business through two business<br />

units, namely:<br />

• <strong>Sappi</strong> Fine Paper; and<br />

• <strong>Sappi</strong> Forest Products.<br />

<strong>Sappi</strong> Fine Paper has manufacturing and marketing facilities<br />

in Europe, North America, Southern Africa and Asia and<br />

produces mainly high quality branded coated fine paper. It also<br />

manufactures uncoated graphic and business paper, coated<br />

and uncoated specialities papers, and casting release paper<br />

used in the manufacture of artificial leather and textured<br />

polyurethane applications. <strong>Sappi</strong> Forest Products, based in<br />

South Africa, produces packaging paper and newsprint, pulp,<br />

chemical cellulose, and forest and timber products for<br />

Southern Africa and export markets. <strong>Sappi</strong> Trading operates a<br />

trading network for the marketing and distribution of chemical<br />

cellulose and market pulp throughout the world and of the<br />

group’s other products in areas outside our core operating<br />

regions of North America, Europe and Southern Africa.<br />

Reporting period<br />

The group’s financial period ends on the Sunday closest to<br />

the year end date and results are <strong>report</strong>ed as if at the year<br />

end date.<br />

International Financial Reporting Standards<br />

(IFRS)<br />

As a South African company and in terms of the requirements<br />

of the JSE Limited (JSE), <strong>Sappi</strong>’s financial <strong>report</strong>ing is based<br />

on IFRS as published by the International Accounting Standards<br />

Board (IASB).<br />

<strong>Sappi</strong> no longer reconciles its <strong>report</strong>ing annually from IFRS to<br />

US GAAP. This follows a release by the US Securities Exchange<br />

Commission (SEC) on 21 December 2007 which allows Foreign<br />

Private Issuers to file <strong>Annual</strong> Financial Statements prepared under<br />

IFRS as issued by the IASB, without reconciliation to US GAAP.<br />

The US Dollar is the major trading currency of the pulp and<br />

paper industry. The group <strong>report</strong>s its results in US Dollars in<br />

order to facilitate the understanding of the results.<br />

Share capital<br />

As at September <strong>2008</strong> the authorised and issued share capital<br />

of <strong>Sappi</strong> were as follows:<br />

Authorised:<br />

325,000,000 ordinary shares of ZAR1 each ZAR325 million<br />

Issued:<br />

239,071,892 ordinary shares of ZAR1 each US$28 million<br />

Share premium<br />

US$679 million<br />

The authorised and issued share capital have been increased<br />

substantially subsequent to year end for purposes of funding the<br />

acquisition of M-real’s coated graphic paper business announced<br />

on 29 September <strong>2008</strong>. Further comprehensive details can be<br />

found in the Rights Offering Circular approved by the directors<br />

on 10 November <strong>2008</strong> and posted to qualifying shareholders on<br />

24 November <strong>2008</strong>.<br />

Purchase of shares by a subsidiary<br />

Through a wholly-owned subsidiary the <strong>Sappi</strong> group has<br />

to date acquired approximately 19.4 million <strong>Sappi</strong> shares –<br />

(treasury shares) on the open market of the JSE Limited for<br />

approximately US$186.7 million. This accords with <strong>Sappi</strong>’s<br />

stated intention, announced on 9 November 2000, and the<br />

approval given at all subsequent annual general meetings of<br />

the company’s shareholders, for a wholly owned <strong>Sappi</strong> subsidiary<br />

to acquire <strong>Sappi</strong> shares, if prevailing circumstances (including<br />

market conditions) so warrant. None of these shares were<br />

acquired during the <strong>2008</strong> financial year. Some of the treasury<br />

shares, have been, and will continue to be, utilised to meet the<br />

requirements of the <strong>Sappi</strong> Limited Share Incentive Trust and the<br />

<strong>Sappi</strong> Limited Performance Share Incentive Trust from time to<br />

time. During the year, approximately 725,950 treasury shares<br />

were issued to participants of the <strong>Sappi</strong> Limited Share Incentive<br />

Trust for a consideration of approximately US$6.2 million. Refer to<br />

note 29 of the group annual financial statements for additional<br />

details relating to these treasury shares.<br />

As the company is currently conducting a rights issue, it is unlikely<br />

that the company will seek approval for the purchase of <strong>Sappi</strong><br />

shares in the foreseeable future.<br />

Significant announcements during the year<br />

under review and subsequent to year end<br />

During August <strong>2008</strong>, <strong>Sappi</strong> announced the planned closures<br />

of the Blackburn mill and the Maastricht Mill’s Paper Machine<br />

No 5. Further details can be found in note 9 of the group annual<br />

financial statements.<br />

// <strong>2008</strong> <strong>Annual</strong> <strong>report</strong><br />

75

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