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 final 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 FINAL 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 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” 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.

As previously announced, (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 has accepted for purchase all of the Notes that have
been validly tendered and not validly withdrawn.

Pricing of the Tender Offer took place at or around 12:00 p.m. (noon), London time, today. The following
table sets forth certain information relating to the final results and the pricing of the Tender Offer:
                                    Aggregate
                                 nominal amount       Final                  Interpolated
 Description of      ISIN /      of Notes validly   Acceptance     Scaling    Mid-Swap      Purchase   Purchase
   the Notes      Common Code       tendered         Amount        Factor        Rate        Yield      Price
 3.125% Senior    XS1961852750    €209,605,000      €209,605,000    N/A        3.044%       5.544%     92.410%
 Notes due 2026    / 196185275
Such holders whose Notes are accepted for purchase are eligible to receive the Purchase Price (as set out
above) plus accrued and unpaid interest (“Accrued Interest”) from (and including) October 15, 2022 up to
(but excluding) the Settlement 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.

Following cancellation of the Notes accepted for purchase, the aggregate principal amount of 3.125% Senior
Notes due 2026 of the Company remaining outstanding on the Settlement Date under the indenture dated as
of March 26, 2019 among, inter alios, the Trustee and the Company (which, for the avoidance of doubt,
includes the Notes and the notes issued and outstanding and held pursuant to Rule 144A under the U.S.
Securities Act (ISIN: XS1961852248; Common Code: 196185224)) will comprise €240,395,000.

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-