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

Please refer to the below announcement for further information.




13 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 INDICATIVE RESULTS 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 13, 2022. Sappi Papier Holding GmbH (the “Company”) announces the indicative 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” therein, and upon the terms and subject to the conditions set forth in
the tender offer memorandum dated October 4, 2022 (as amended and supplemented by the Extension Notice
(as defined herein) and as it may be further amended or supplemented from time to time, 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.

The Tender Offer was launched by the Company on October 4, 2022. As set forth in the announcement
published by the Company on October 10, 2022 relating to the extension of the Tender Offer (the “Extension
Notice”), the Tender Offer expired at 4:00 p.m., London time, on October 12, 2022.

The Company hereby announces its non-binding indication that (i) as of 4:00 p.m., London time, on October
12, 2022, Noteholders of €209,605,000 aggregate principal amount of Notes had validly tendered and not
validly withdrawn their Notes pursuant to the Tender Offer, and (ii) the Company expects to accept for
purchase all of the Notes that have been validly tendered and not validly withdrawn (the “Final Acceptance
Amount”).

The following table provides a non-binding indication of certain information relating to the results of the
Tender Offer:
                                 Aggregate nominal                       Indicative
Description of      ISIN /        amount of Notes     Final Acceptance    Scaling                    Purchase
  the Notes      Common Code      validly tendered        Amount           Factor     Benchmark       Spread

3.125% Senior    XS1961852750       €209,605,000        €209,605,000        N/A       Interpolated   250 bps
Notes due 2026    / 196185275                                                          Mid-Swap
                                                                                          Rate
Until the Company announces the final aggregate principal amount of Notes accepted for purchase, no
assurance can be given that any Notes validly tendered for purchase pursuant to the Tender Offer will be
accepted or of the amount of Notes to be accepted for purchase.

As soon as reasonably practicable after the Pricing Time (expected to be at or around 12:00 p.m. (noon),
London 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 Interpolated Mid-Swap Rate, the Purchase Yield and 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 “Final Results Announcement”). The Final Results Announcement will be published as soon as
reasonably practicable following the Pricing Time on the Pricing Date.

The Company expects to make payment for the Notes accepted for purchase on October 17, 2022 (the
“Settlement Date”). Under no circumstances will any interest be payable because of any delay in the
transmission of funds to holders of Notes by any of the clearing systems.

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 was made only pursuant to the Tender Offer
Memorandum, and the information in this announcement is qualified by reference to the Tender Offer
Memorandum.

The Dealer Managers of the Tender Offer are:

                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

The Tender Agent for the Tender Offer is:

                                      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 was made solely pursuant
to the Tender Offer Memorandum.


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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. Please refer to the Tender Offer Memorandum for a description of such
restrictions.




                                                   -3-