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 extension of cash tender offer for its 3.125%
Senior Notes due 2026

Please refer to the below announcement for further information.




10 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 (AS DEFINED BELOW) 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 EXTENSION OF 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 10, 2022. Sappi Papier Holding GmbH (the “Company”) announces the extension of the expiration
deadline and resulting amendment of announcement date of indicative results, the pricing date and pricing
time and the announcement date of final results of its previously announced offer 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, including by this announcement) (the “Tender
Offer Memorandum”), up to the Target Acceptance Amount, which may be increased or decreased at the
Company’s sole and absolute discretion, 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.

On October 10, 2022, prior to the release of this announcement, Sappi Limited (“Sappi”) provided an updated
outlook for its fourth financial quarter ended September 30, 2022 (the “Outlook”). Please refer to the
announcement entitled “Sappi provides updated outlook for fourth financial quarter ended 30 September
2022” (the “Outlook Announcement”), which is available on the Sappi website, for further information.
Neither the Outlook nor the information on the Sappi website (including, without limitation, the Outlook
Announcement) are, or shall be deemed to be, part of or incorporated by reference into this announcement or
the Tender Offer Memorandum. In connection with the Outlook Announcement, the Company has decided
to extend the Tender Offer by two additional Business Days.

The expiration deadline shall be extended by two Business Days from 4:00 p.m., London time, on October
10, 2022 to 4:00 p.m., London time, on October 12, 2022 (as so extended, and as may be further extended,
the “Expiration Deadline”).

The pricing time and pricing date shall be amended by two Business Days from at or around 12:00 p.m.
(noon), London time, on October 11, 2022 to at or around 12:00 p.m. (noon), London time (as so amended,
and as may be further amended, the “Pricing Time”), on October 13, 2022 (as so amended, and as may be
further amended, the “Pricing Date”).

In connection with the above extension of the Tender Offer, the Company is granting withdrawal rights to
Noteholders who are participating in the Tender Offer. An Electronic Instruction validly submitted may only
be revoked or withdrawn by a Noteholder, or the relevant Direct Participant on its behalf, by submitting a
valid electronic revocation instruction in accordance with the requirements of the relevant Clearing System
prior to the Expiration Deadline (subject to the earlier deadlines required by the Clearing Systems and any
intermediary through which Noteholders hold their Notes). To be valid, such instruction must specify the
Notes to which the original Electronic Instruction related, the securities account to which such Notes are
credited and any other information required by the relevant Clearing System. Beneficial owners of Notes that
are held through an intermediary are advised to check with such entity as to when it would require receipt of
instructions to withdraw Electronic Instructions in order to meet the above deadline. For the avoidance of
doubt, any Noteholder who does not exercise any such right of revocation in the manner specified above shall
be deemed to have waived such right of revocation and its original Electronic Instructions will remain
effective. If a Noteholder withdraws or revokes its tender of Notes prior to the Expiration Deadline, such
Noteholder will have the right to re-tender Notes at or prior to the Expiration Deadline in accordance with
the procedures described in the Tender Offer Memorandum for tendering Notes.

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other
nominee or other intermediary through which they hold Notes whether such intermediary requires receipt
of instructions to participate in, or withdraw their instructions to participate in, the Tender Offer before
the deadline specified in this announcement. The deadlines set by each Clearing System for the submission
and withdrawal of Electronic Instructions will be earlier than the relevant deadlines specified in this
announcement.

As soon as reasonably practicable, on October 13, 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 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 13, 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” shall remain
unchanged and is expected to be no later than October 17, 2022, unless otherwise extended, amended or
terminated.

Except as set forth herein, all other terms and conditions of the Tender Offer described in the Tender Offer
Memorandum remain unchanged.

As provided in the Tender Offer Memorandum, the Company may, in its sole and absolute discretion, further
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.

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 (to the extent it does not amend or supplement
information contained in the Tender Offer Memorandum) is qualified by reference to the Tender Offer
Memorandum.


                                                     -2-
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.

This announcement amends and supplements the Tender Offer Memorandum and must be read in conjunction
therewith. This announcement and the Tender Offer Memorandum contain important information which
should be read carefully before any 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.




                                                     -3-
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.
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



                                                     -4-
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
(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.




                                                     -5-