Issue of Debt

 

TIDMSAZ 
 
RNS Number : 9272V 
Sappi Ld 
20 July 2009 
 
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|                                                           | Sappi Limited       | 
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Announcement 
 
 
Immediate release 
 
 
NOT FOR DISTRIBUTION TO U S NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED 
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION 
OF U S SECURITIES LAW. 
 
 
Sappi Announces US$500 Million Senior Secured Notes Offering 
 
 
20 July 2009 
 
 
Sappi Limited today announced the offering of approximately US$500 million 
aggregate principal amount of senior secured notes due 2014 in an offering that 
is exempt from the registration requirements of the U S Securities Act of 1933, 
as amended (the "Securities Act"). The notes will be issued by PE Paper Escrow 
GmbH (the "issuer"), a special purpose Austrian limited liability company. 
 
 
The proceeds of the offering are expected to be immediately placed into escrow 
by the issuer. The conditions to release the proceeds from escrow include the 
refinancing of Sappi's existing revolving credit facility and the establishment 
of a new revolving credit facility, the replacement of Sappi's existing OeKB 
term loan facility with a new OeKB term loan facility, the amendment of certain 
other debt facilities of Sappi, and other customary conditions. Upon 
satisfaction of the escrow conditions, the issuer will become an indirect wholly 
owned subsidiary of Sappi Limited and the notes will be guaranteed by Sappi 
Limited and certain of its subsidiaries and secured with, together with the new 
revolving credit facility, the new OeKB term loan facility and certain other 
indebtedness of Sappi, first-priority security interests over certain assets of 
Sappi Limited and its subsidiaries. 
 
 
This offering is one component of a refinancing that Sappi is undertaking in 
order to improve its debt maturity profile and strengthen its balance sheet. As 
part of the refinancing, Sappi will also enter into a new revolving credit 
facility in an amount of EUR250 million (which may be increased up to EUR400 
million) and a new OeKB term loan facility in an amount of up to EUR400 million. 
Sappi intends to use the proceeds from the offering of the notes, drawings under 
the new OeKB term loan facility and a portion of its available cash to repay all 
drawings under the existing revolving credit facility, all amounts outstanding 
under the existing OeKB term loan facility and other indebtedness. 
 
 
The notes are being offered to qualified institutional buyers in accordance with 
Rule 144A under the Securities Act and outside the United States in accordance 
with Regulation S under the Securities Act. Any offers of the notes will be made 
only by means of a private offering memorandum. The notes have not been 
registered under the Securities Act or the securities laws of any other 
jurisdiction and may not be offered or sold in the United States absent 
registration or an applicable exemption from registration requirements. 
 
 
This notice does not constitute an offer to sell or the solicitation of an offer 
to buy securities. 
 
 
This press release shall not constitute an offer to sell or a solicitation of an 
offer to purchase any securities in the Unites States, and shall not constitute 
an offer, solicitation or sale in any state or jurisdiction in which such an 
offer, solicitation or sale would be unlawful.  The securities may not be 
offered or sold in the United States absent registration under the Securities 
Act of 1933 or an applicable exemption from registration requirements.  Any 
public offering of securities to be made in the United States will be made by 
means of a prospectus that may be obtained from the issuer and that will contain 
detailed information about the company and management, as well as financial 
statements.  This press release is being issued pursuant to and in accordance 
with Rule 135e under the Securities Act. 
 
 
Forward-looking statements 
 
 
Certain statements in this release that are neither reported financial results 
nor other historical information, are forward-looking statements, including but 
not limited to statements that are predictions of or indicate future earnings, 
savings, synergies, events, trends, plans or objectives. Undue reliance should 
not be placed on such statements because, by their nature, they are subject to 
known and unknown risks and uncertainties and can be affected by other factors, 
that could cause actual results and company plans and objectives to differ 
materially from those expressed or implied in the forward-looking statements (or 
from past results). Such risks, uncertainties and factors include, but are not 
limited to, the impact of the global economic downturn, the highly cyclical 
nature of the pulp and paper industry (and the factors that contribute to such 
cyclicality, such as levels of demand, production capacity, production, input 
costs including raw material, energy and employee costs, and pricing), adverse 
changes in the markets for the group's products, consequences of substantial 
leverage, including as a result of adverse changes in credit markets that affect 
our ability to raise capital when needed, changing regulatory requirements, 
unanticipated production disruptions, adverse changes in the political situation 
and economy in the countries in which we operate or the effect of governmental 
efforts to address present or future economic or social problems, the impact of 
investments, acquisitions and dispositions (including related financing), any 
delays, unexpected costs or other problems experienced with integrating 
acquisitions and achieving expected savings and synergies and currency 
fluctuations. The company undertakes no obligation to publicly update or revise 
any of these forward-looking statements, whether to reflect new information or 
future events or circumstances or otherwise. 
 
 
Contact details 
 
 
Brunswick South Africa Tel [phone] 
Robert Hope 
Group Head Strategic Development 
Sappi Limited 
Tel [phone] 
e-Mail [e-mail] 
 
 
André F Oberholzer 
Group Head Corporate Affairs 
Sappi Limited 
Tel [phone] 
Mobile [phone] 
e-Mail [e-mail] 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 IODURUNRKVRBURR