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Sappi Limited
Sappi Limited
(Incorporated in the Republic of South Africa)
Registration number: 1936/008963/06
JSE share code: SAP
ISIN: ZAE000006284
("Sappi" or the "Company")
Sappi Papier Holding GmbH announces cash tender offer for its 3.125% Senior Notes
due 2026
Please refer to the below announcement for further information.
4 October 2022
Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES, THE
REPUBLIC OF SOUTH AFRICA (“SOUTH AFRICA”) OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER
MEMORANDUM OR TO ANY U.S. PERSON. IN PARTICULAR, THIS ANNOUNCEMENT AND
THE TENDER OFFER MEMORANDUM SHALL NOT BE DISTRIBUTED, TRANSMITTED OR
FORWARDED, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM, OR BY USE OF THE MAIL
OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEPHONE, EMAIL AND OTHER FORMS OF ELECTRONIC
COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR OF ANY FACILITY
OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, AND PERSONS
RECEIVING THIS ANNOUNCEMENT MUST NOT DISTRIBUTE, FORWARD, MAIL,
TRANSMIT OR SEND IT OR ANY RELATED DOCUMENTS IN, INTO OR FROM THE UNITED
STATES OR TO ANY U.S. PERSON. FOR THE PURPOSES OF THIS ANNOUNCEMENT, “THE
UNITED STATES” MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA.
PLEASE SEE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO
PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES.
SAPPI PAPIER HOLDING GMBH ANNOUNCES CASH TENDER OFFER FOR A PORTION OF
ITS 3.125% SENIOR NOTES DUE 2026 HELD IN THE REGULATION S GLOBAL NOTE
BEARING ISIN XS1961852750 (COMMON CODE: 196185275)
October 4, 2022. Sappi Papier Holding GmbH (the “Company”) offers to purchase for cash its outstanding
3.125% Senior Notes due 2026 issued by the Company and held pursuant to Regulation S (“Regulation S”)
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) by holders who are not a U.S.
person (as such term is defined by Regulation S) and who are outside the United States (the “Noteholders”),
(bearing ISIN: XS1961852750 and Common Code: 196185275) (such notes, the “Notes”), subject to the
offer restrictions referred to under “Offer and Distribution Restrictions” below, and upon the terms and
subject to the conditions set forth in the tender offer memorandum dated October 4, 2022 (as it may be
amended or supplemented from time to time) (the “Tender Offer Memorandum”), up to the Target
Acceptance Amount, as set out below, which may be increased or decreased at the Company’s sole and
absolute discretion (the “Target Acceptance Amount”), and in accordance with the procedures described in
the Tender Offer Memorandum. The invitations to tender the Notes for purchase for cash are referred to
herein as the “Tender Offer”. Capitalized terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Tender Offer Memorandum.
Outstanding
Description Principal ISIN / Maturity Minimum Purchase Target Acceptance
of the Notes Amount(1) Common Code Date Denomination Benchmark Spread Amount
3.125% €443,128,000 XS1961852750 April 15, €100,000 and Interpolated 250 bps €150,000,000 in
Senior / 196185275 2026 integral Mid-Swap aggregate principal
Notes due multiples of Rate amount (subject to
2026 €1,000 the Company’s
thereafter right, in its sole and
absolute discretion,
to increase or
decrease the
aggregate principal
amount of Notes
accepted for
purchase)
(1) The Outstanding Principal Amount comprises the Notes, which are held pursuant to Regulation S under the U.S. Securities Act (ISIN:
XS1961852750; Common Code: 196185275) as of October 3, 2022, and does not include the notes issued under the indenture, dated as of March 26,
2019, among, inter alios, the Trustee and the Company, and held pursuant to Rule 144A under the U.S. Securities Act (ISIN: XS1961852248;
Common Code: 196185224) (the “Rule 144A Notes”). For the avoidance of doubt, the Tender Offer being made pursuant to the Tender Offer
Memorandum is only being made in respect of the Notes which are held pursuant to Regulation S under the U.S. Securities Act. The outstanding
aggregate principal amount of the Notes together with the Rule 144A Notes is €450,000,000.
The Tender Offer will expire at 4:00 p.m., London time, on October 10, 2022, unless extended, re-opened,
amended or terminated as provided in the Tender Offer Memorandum (such time and date, as the same may
be extended, the “Expiration Deadline”). Noteholders must validly tender their Notes at or prior to the
Expiration Deadline in order to receive the Purchase Price (as defined herein), plus Accrued Interest (as
defined herein). Tenders may, in principle, not be withdrawn or revoked except in limited circumstances
outlined in the Tender Offer Memorandum. Electronic Instructions will be irrevocable and may not be
withdrawn except in the limited circumstances described in the Tender Offer Memorandum.
The Company will pay the Purchase Price for Notes accepted for purchase in the Tender Offer as set forth
more fully below. In addition, the Company will pay accrued and unpaid interest (“Accrued Interest”) from
(and including) October 15, 2022 (the interest payment date with respect to the Notes that is immediately
preceding the Settlement Date (as defined herein)) up to (but excluding) the Settlement Date on the Notes
which are accepted for purchase in the Tender Offer. The aggregate nominal amount (if any) of the Notes
validly tendered pursuant to the Tender Offer that the Company decides, in its sole and absolute discretion,
to accept for purchase may be more than the initial Target Acceptance Amount (decided in the Company’s
sole and absolute discretion) (such aggregate nominal amount, the “Final Acceptance Amount”). No tenders
will be valid if submitted after the Expiration Deadline.
The Company will only accept tenders with respect to the Notes, which are held in the Regulation S global
note bearing ISIN: XS1961852750 (Common Code: 196185275), and will not accept tenders with respect to
the Rule 144A Notes.
If the Company decides to accept valid tenders of Notes pursuant to the Tender Offer, the Company will, on
the Settlement Date, pay for any Notes validly tendered and accepted by it for purchase pursuant to the Tender
Offer, a cash purchase price expressed as a percentage (rounded to the nearest 0.001 per cent. (with 0.0005
per cent. being rounded upwards)) of the principal amount of Notes (the “Purchase Price”) to be determined,
at or around 12:00 p.m. (noon), London time (the “Pricing Time”) on October 11, 2022 (subject to the right
of the Company to extend, re-open, amend and/or terminate the Tender Offer) (the “Pricing Date”), in the
manner described in the Tender Offer Memorandum by reference to the Purchase Yield.
As soon as reasonably practicable, on October 11, 2022, prior to the Pricing Time, the Company expects to
announce a non-binding indication of (i) the aggregate nominal amount of Notes validly tendered for
purchase pursuant to the Tender Offer, (ii) the Final Acceptance Amount, (iii) (if applicable) any Scaling
Factor (as defined herein) that will be applied to any valid tenders of Notes and (iv) the Settlement Date. As
soon as reasonably practicable after the Pricing Time on October 11, 2022, the Company will announce the
final results of the Tender Offer and whether it will accept any valid tenders of Notes pursuant to the Tender
Offer and, if so accepted, (i) the aggregate nominal amount of Notes validly tendered for purchase pursuant
to the Tender Offer, (ii) the Final Acceptance Amount, (iii) the Purchase Price, (iv) (if applicable) any Scaling
Factor that will be applied to any valid tenders of Notes and (v) the Settlement Date. The “Settlement Date”
is expected to be no later than October 17, 2022, unless otherwise extended, amended or terminated.
Consummation of the Tender Offer is subject to the satisfaction in full or waiver of certain Conditions. There
can be no assurance that the Conditions will be satisfied in full or waived. Subject to applicable law, the
Company reserves the right, in its sole and absolute discretion, to waive any and all Conditions to the Tender
Offer.
The Tender Offer is being made as part of the Company’s liability management and to decrease its overall
level of gross debt.
If the Company decides to accept valid tenders of Notes pursuant to the Tender Offer and the aggregate
nominal amount of Notes validly tendered for purchase is greater than the Final Acceptance Amount, the
Company intends to accept such validly tendered Notes on a pro rata basis and, for the purpose of such
acceptance, each such tender of Notes will be scaled by a factor (a “Scaling Factor”) derived from (i) the
Final Acceptance Amount divided by (ii) the aggregate nominal amount of the Notes validly tendered (subject
to adjustment to allow for the aggregate nominal amount of Notes accepted for purchase, following the
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rounding of tenders of Notes described in the Tender Offer Memorandum, to equal exactly the Final
Acceptance Amount).
As provided in the Tender Offer Memorandum, the Company may, in its sole and absolute discretion, extend,
re-open, amend or terminate the Tender Offer as provided in the Tender Offer Memorandum. Furthermore,
the Company may, in its sole and absolute discretion, extend, re-open, amend or terminate the Tender Offer
if any of the Conditions has not been satisfied in full or waived on or prior to the Settlement Date. Details of
any such extension, re-opening, amendment or termination will be announced as provided in the Tender Offer
Memorandum as soon as reasonably practicable after the relevant decision is made. Additionally, the
Company reserves the right, in its sole and absolute discretion, not to accept any tender of Notes.
Each Noteholder is advised to check with any broker, dealer, bank, custodian, trust company or other nominee
or other intermediary through which it holds Notes to confirm whether such intermediary needs to receive
instructions from such Noteholder before the deadlines specified in the Tender Offer Memorandum in order
for that Noteholder to be able to participate in, or (in limited circumstances) withdraw from or revoke its
instruction to participate in, the Tender Offer.
ING Bank N.V. and J.P. Morgan SE are acting as dealer managers (the “Dealer Managers”). Kroll Issuer
Services Limited is the tender agent (the “Tender Agent”). This announcement is neither an offer to purchase
nor a solicitation of an offer to sell any Notes. The Tender Offer is made only pursuant to the Tender Offer
Memorandum, and the information in this announcement is qualified by reference to the Tender Offer
Memorandum.
Requests for information in relation to the Tender Offer should be directed to:
ING Bank N.V. J.P. Morgan SE
Foppingadreef 7 Taunustor 1 (TaunusTurm)
1102 BD Amsterdam 60310 Frankfurt am Main
The Netherlands Germany
Attention: Liability Management Team Attention: EMEA Liability Management Group
Email: liability.management@ing.com Email: liability_management_EMEA@jpmorgan.com
Requests for information in relation to the procedures for tendering Notes and participating in the Tender
Offer should be directed to:
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Jacek Kusion
Telephone: +44 20 7704 0880
Email: sappi@is.kroll.com
DISCLAIMER
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the
securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The Tender Offer is made solely pursuant to
the Tender Offer Memorandum dated October 4, 2022.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement
and the Tender Offer Memorandum contain important information which should be read carefully before any
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decision is made with respect to the Tender Offer. If any holder of Notes is in any doubt as to the action it
should take, it is recommended to immediately seek its own financial advice, including tax advice relating to
the consequences resulting from the Tender Offer, from its stockbroker, bank manager, solicitor, accountant
or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf
by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to
tender such Notes pursuant to the Tender Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum
comes, are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
NONE OF THE TENDER OFFER MEMORANDUM, THIS ANNOUNCEMENT OR ANY RELATED
DOCUMENT HAS BEEN REVIEWED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION
(THE “SEC”), ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY IN ANY
JURISDICTION, NOR HAS THE SEC OR ANY OTHER SUCH COMMISSION OR AUTHORITY
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT OR THE TENDER
OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND
MAY BE A CRIMINAL OFFENCE.
Any materials relating to the Tender Offer do not constitute, and may not be used in connection with, any
form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a
jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and any of the Dealer
Managers or any of their affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offer
shall be deemed to be made by the relevant Dealer Manager or the relevant affiliate on behalf of the Company
in such jurisdiction where they are so licensed and the Tender Offer is not being made in any such jurisdiction
where the Dealer Managers or any of their affiliates are not so licensed.
United States
The Tender Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the
mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and
must not be, directly or indirectly mailed, sent or otherwise transmitted, distributed or forwarded from, within
or into the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported tender of Notes made by a person
located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each person participating in the Tender Offer will represent that it or any beneficial owner of the Notes or
any person on whose behalf such person is acting is not a U.S. person (as defined in Regulation S under the
U.S. Securities Act) or a resident and/or located in the United States and will not be resident and/or located
in the United States at the time of the submission of its Tender pursuant to the Tender Offer. For the purposes
of this and the above paragraph, “United States” means the United States of America, its territories and
possessions, any state of the United States, and the District of Columbia.
Austria
None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to
the Tender Offer are subject to the Austrian Capital Markets Act 2019 (Kapitalmarktgesetz 2019) and have
been submitted to or will be submitted for approval or registration with the Austrian Financial Market
Authority (Finanzmarktaufsichtsbehörde). Accordingly, the Tender Offer Memorandum has not been and
will not be approved by the Austrian Financial Market Authority or any other regulatory body in Austria.
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The Dealer Managers will not hold any physical meetings in Austria with Noteholders in connection with the
Tender Offer.
South Africa
Pursuant to South African Exchange Control regulations, no Notes were offered or sold to prospective
investors in South Africa. Accordingly, the Tender Offer is not being made to any person resident or located
in South Africa. Noteholders are hereby notified that, to the extent such Noteholders are persons resident or
located in South Africa, the Tender Offer is not available to them and they may not tender Notes pursuant to
the Tender Offer and, as such, any acceptance of Notes tendered by such persons shall be ineffective and
void, and none of this announcement, the Tender Offer Memorandum or any other offering material relating
to the Tender Offer or the Notes may be distributed or made available in South Africa.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Tender Offer is not being made and such documents and/or materials have not been
approved by an authorized person for the purposes of Section 21 of the UK Financial Services and Markets
Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of such documents and/or materials as
a financial promotion is only being made to (i) those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the UK Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “UK Financial Promotion Order”)) or persons who are
within Article 43 of the UK Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the UK Financial Promotion Order; (ii) persons who fall within Article 43(2) of the
UK Financial Promotion Order; or (iii) any other persons to whom these documents or materials may lawfully
be made under the UK Financial Promotion Order. Any investment or investment activity to which the Tender
Offer Memorandum relates is available only to such persons or will be engaged only with such persons, and
other persons should not rely on it.
Belgium
None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to
the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian
Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / L’Autorité des
Services et Marchés Financières / Financial Services and Markets Authority) and do not constitute an offer
to the public in Belgium to subscribe for or acquire the Notes. Accordingly, the Tender Offer may not be
advertised and none of this announcement, the Tender Offer Memorandum nor any other documents or
materials relating to the Tender Offer (including any memorandum, information circular, brochure or similar
document) have been or shall be distributed or made available, directly or indirectly, to (i) any person in
Belgium other than “qualified investors” within the meaning of the Belgian law of July 11, 2018 on the public
offering of investment instruments to trading on a regulated market or (ii) any person qualifying as
“consumer” (consument/consommateur) for the purposes of Book VI of the Belgian code of economic law
(Wetboek van economisch recht/Code de droit économique) of February 28, 2013, as amended from time to
time. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been
issued only for the personal use of the above qualified investors and exclusively for the purposes of the
Tender Offer. Accordingly, the information contained in this announcement and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
Italy
None of the Tender Offer, this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
The Tender Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Italian Legislative Decree No. 58 of February 24, 1998, as amended
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(the “Italian Financial Services Act”) and article 35-bis, paragraphs 4 and 7, letter a), number 1) of
CONSOB Regulation No. 11971 of May 14, 1999, as amended. Noteholders or beneficial owners of the
Notes that are located in Italy may tender their Notes in the Tender Offer through authorized persons (such
as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as
amended, and Italian Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB, or any other Italian authority.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”).
This announcement, the Tender Offer Memorandum and any other offering materials relating to the Tender
Offer may not be distributed to the public in France and only to qualified investors as defined in Article 2(e)
of Regulation (EU) 2017/1129. None of this announcement, the Tender Offer Memorandum or any such
other offering materials have been or will be submitted for clearance to the Autorité des marchés financiers.
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