SAPPI LIMITED

More documents

Recommendations

Info

<strong>SAPPI</strong> NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (Continued) for the year ended September 2010 28. SHARE-BASED PAYMENTS (Continued) options be exercised by the participants, Scheme shares released from the Scheme to participants and Allocation shares delivered to participants. For allocations prior to November 2004, the Share options, Scheme shares and Allocation shares vested in blocks of 20% per annum on the anniversary date of the offer and expired 10 years after the offer date. The Scheme rules provide that appropriate adjustments are to be made to the rights of participants in the event that the company inter alia, undertakes a rights offer, a capitalization issue, or consolidation of ordinary shares or any reduction in its ordinary share capital. The Sappi Limited Performance Share Incentive Trust (‘‘Plan’’) Under the rules of the Plan, participants who are officers and other employees of the company, may be awarded conditional contracts to acquire ordinary shares for no cash consideration. The conditional contracts are subject to performance criteria being met or exceeded after the fourth anniversary date, for ordinary shares to be allotted or transferred to the participants of the Plan. Should the performance criteria not be met, then the number of shares allotted are adjusted downwards from 100% to 75%, or 50%, or none depending on the degree of not meeting the criteria. The performance criteria, which entails a benchmarking of the company’s performance against an appropriate peer group of companies, is set by the board at the offer date, for each conditional share award. The Plan rules provide that appropriate adjustments are to be made to the rights of participants in the event that the company, inter alia, undertakes: a rights offer, or is a party to a scheme of arrangement affecting the structuring of its issued share capital or reduces its share capital. The Plan rules also provide that if: (a) the company undergoes a change in control after an allocation date other than a change in control initiated by the board itself; or (b) the persons who have control of the company as at an allocation date, take any decision, pass any resolution or take any action the effect of which is to delist the company from the JSE Limited and the company becomes aware of such decision, resolution, or action; then the company is obligated to notify every Participant thereof on the basis that such Participant may within a period of one month (or such longer period as the board may permit) take delivery of those shares which they would have been entitled to had the Performance Criteria been achieved. Rights offer Following the December 2008 rights offer and in accordance with the provisions of the Scheme and the Plan, adjustments were made in fiscal 2009 to the rights of the Participants so that they were neither better nor worse off than prior to the rights offer. This resulted in additional offers being made to Participants in respect of all outstanding offers at the time of the rights offer. As in the case of shareholders that exercised their rights, the Participants of the Plan will be required to pay the rights offer price of ZAR20.27 per share should the shares vest. Similarly, the Participants of the Scheme may only F-77
<strong>SAPPI</strong> NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (Continued) for the year ended September 2010 28. SHARE-BASED PAYMENTS (Continued) exercise their additional options, awarded as a result of the rights offer, in conjunction with exercising their pre-rights offer options and upon payment of the rights offer price of ZAR20.27 per share. 2010 2009 2009 2009 Number of shares Allocations During the year, the following offers were made to employees: Total Rights offer Annual Total Share options ..................... 2,889,010 2,192,410 3,847,680 6,040,090 Allocation shares .................. — — 1,345,500 1,345,500 Conditional share awards ............ 2,565,300 1,815,000 4,725,240 6,540,240 Scheme shares .................... — — 1,577,834 1,577,834 Restricted shares .................. Share options and conditional share — — 12,000 12,000 awards declined ................. (65,900) (62,080) (63,840) (125,920) 5,388,410 3,945,330 11,444,414 15,389,744 F-78
Page 1 and 2:
As filed with the Securities and Ex
Page 3 and 4:
Item 7. Major Shareholders and Rela
Page 5 and 6:
References to ‘‘NBSK’’ are
Page 7 and 8:
PART I ITEM 1. IDENTITY OF DIRECTOR
Page 9 and 10:
Risk Factors In addition to other i
Page 11 and 12:
For further information, see ‘‘
Page 13 and 14:
terms of the debt being refinanced.
Page 15 and 16:
The inability to recover increasing
Page 17 and 18:
A large percentage of our employees
Page 19 and 20:
merge or consolidate with other com
Page 21 and 22:
we operate. The transaction was app
Page 23 and 24:
currencies as we can benefit from i
Page 25 and 26:
Major Product Categories Pulp: Desc
Page 27 and 28:
for coated mechanical paper decline
Page 29 and 30:
The chart below represents our oper
Page 31 and 32:
The following table sets out the ap
Page 33 and 34:
The following table sets forth sale
Page 35 and 36:
Kangas. As a direct result of the g
Page 37 and 38:
Customers Sappi Fine Paper sells it
Page 39 and 40:
The following chart sets forth cert
Page 41 and 42:
Construction on the expansion proje
Page 43 and 44:
lease extendable to 2089. The locat
Page 45 and 46:
North America Wood In connection wi
Page 47 and 48:
Pulp Sappi Fine Paper Europe produc
Page 49 and 50:
ENVIRONMENTAL AND SAFETY MATTERS En
Page 51 and 52:
and management of forests are all r
Page 53 and 54:
ORGANIZATIONAL STRUCTURE Sappi Limi
Page 55 and 56:
Approximate Secured / Location Use
Page 57 and 58:
than we use. By region, the South A
Page 59 and 60:
‘‘—Markets’’ for a furthe
Page 61 and 62:
'000 metric tonnes 8,000 7,000 6,00
Page 63 and 64:
The price of NBSK and Bleached Hard
Page 65 and 66:
ZAR/US$ 16.00 14.00 12.00 10.00 8.0
Page 67 and 68:
The fiscal period average three-mon
Page 69 and 70:
employees from the beginning of 200
Page 71 and 72:
The Sappi Southern Africa reportabl
Page 73 and 74:
Movements in operating profit and o
Page 75 and 76:
Operating profit in fiscal 2009 was
Page 77 and 78:
Sappi Southern Africa Key figures:
Page 79 and 80:
Comparing fiscal 2010 with fiscal 2
Page 81 and 82:
This comparison includes the closur
Page 83 and 84:
African operations into the US doll
Page 85 and 86:
Sappi Fine Paper North America Comp
Page 87 and 88:
Taxation 2010 2009 (US$ million) 20
Page 89 and 90:
elation to inventory levels and rec
Page 91 and 92:
Capital expenditure by region is as
Page 93 and 94:
Over the past three years the relat
Page 95 and 96:
Group’s securitization programs,
Page 97 and 98:
Credit Facility terminate on May 31
Page 99 and 100:
quarters ending from January 2012 t
Page 101 and 102:
As no default event has occurred, n
Page 103 and 104:
In addition, Sappi Fine Paper North
Page 105 and 106:
areas where our South African busin
Page 107 and 108:
Recoveries in equity markets couple
Page 109 and 110:
Impairment of assets other than goo
Page 111 and 112:
The gains or losses, which are reco
Page 113 and 114:
The Group’s policy is to recogniz
Page 115 and 116:
ITEM 6. DIRECTORS, SENIOR MANAGEMEN
Page 117 and 118:
Deenadayalen (Len) Konar Sappi boar
Page 119 and 120:
Mohammed Valli (Valli) Moosa Other
Page 121 and 122:
Rudolf Thummer Sappi board committe
Page 123 and 124:
Executive Officers The Executive Di
Page 125 and 126:
companies have to comply with domes
Page 127 and 128:
average more than 45% of the employ
Page 129 and 130:
For a detailed description of the S
Page 131 and 132:
Pursuant to the Companies Amendment
Page 133 and 134:
Post transaction shareholding struc
Page 135 and 136:
Dividends We consider dividends on
Page 137 and 138:
ITEM 9. THE OFFER AND LISTING Offer
Page 139 and 140:
ITEM 10. ADDITIONAL INFORMATION Mem
Page 141 and 142:
holder of the beneficial interest i
Page 143 and 144:
Voting Rights Subject to any rights
Page 145 and 146:
provision of the New Act by any oth
Page 147 and 148:
South African Companies Act, 2008 A
Page 149 and 150:
state securities laws. The securiti
Page 151 and 152:
documents are the agent for the new
Page 153 and 154:
Dividends There are no restrictions
Page 155 and 156:
STC STC is imposed on South African
Page 157 and 158:
with any connected persons) held mo
Page 159 and 160:
of our ordinary shares or ADSs, as
Page 161 and 162:
of gain recognized on a sale or oth
Page 163 and 164:
integrated operations could be adve
Page 165 and 166:
PART II ITEM 13. DEFAULTS, DIVIDEND
Page 167 and 168:
(d) Changes in Internal Control ove
Page 169 and 170:
PART III ITEM 17. FINANCIAL STATEME
Page 171 and 172:
4.13 Credit Agreement, dated August
Page 173 and 174:
SIGNATURES The registrant hereby ce
Page 175 and 176:
REPORT OF THE INDEPENDENT REGISTERE
Page 177 and 178:
SAPPI GROUP STATEMENT OF COMPREHENS
Page 179 and 180:
SAPPI GROUP CASH FLOW STATEMENT for
Page 181 and 182:
SAPPI NOTES TO THE GROUP ANNUAL FIN
Page 183 and 184:
Page 185 and 186:
Page 187 and 188:
Page 189 and 190:
Page 191 and 192:
Page 193 and 194:
Page 195 and 196:
Page 197 and 198:
Page 199 and 200: SAPPI NOTES TO THE GROUP ANNUAL FIN
Page 209 and 210: 10. PLANTATIONS SAPPI NOTES TO THE
Page 231 and 232: 22. PROVISIONS SAPPI NOTES TO THE G
Page 249: SAPPI NOTES TO THE GROUP ANNUAL FIN
Page 293 and 294: SAPPI CONDENSED SAPPI LIMITED COMPA
Page 299: SAPPI NOTES TO THE CONDENSED SAPPI
show all

SAPPI LIMITED

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?