Sappi announces €450 million senior notes offering


Sappi Limited
(Incorporated in the Republic of South Africa)
Registration number: 1936/008963/06
JSE share code: SAP
ISIN code: ZAE000006284
LEI Number: 549300SSI7XQH8ESJG95
("Sappi" or the "Company")

Sappi Limited today announced the offering of €450 million aggregate principal amount of senior notes due 2026, 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 Sappi Papier Holding GmbH (“SPH”), a subsidiary of Sappi Limited. The net proceeds from this offering will be used to redeem all of SPH’s outstanding €450 million senior notes due 2022.

This press release is for information purposes only and does not constitute any offer to sell or the solicitation of an offer to buy any security in the United States or in any other jurisdiction. The notes have not been and will not be registered under the Securities Act or applicable state or foreign securities laws and may not be offered or sold in the United States absent registration under federal or applicable state securities laws or an applicable exemption from such registration requirements.

This press release shall not be considered an “offer of securities to the public” for purposes of the Luxembourg law on prospectus for public offering dated 10 July 2005. Furthermore, this press release constitutes neither an offer to sell nor a solicitation to buy securities nor shall it give rise to or require the publication of a prospectus in any EU member state which has implemented the Prospectus Directive.

This announcement does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom.

MiFID II professionals/ECPs only/No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

In addition, in the United Kingdom (the “UK”), this announcement is directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) who are high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Financial Promotion Order, or (iii)to whom an invitation or inducement to engage in investment activities within the meaning ofsection 21 of the Financial Services and Markets Act 2000 (the “FSMA”) in connection with theissue or sale of any Notes may otherwise lawfully be communicated or caused to becommunicated (all such persons together being referred to as “relevant persons”). In the UK, anyinvestment activity to which this announcement relates is only available to relevant persons andwill be engaged in only with relevant persons. This announcement must not be acted on or reliedon by persons who are not relevant persons.

The offer of the notes does not, nor is it intended to, constitute an “offer to the public” (as that term is defined in the South African Companies Act, 2008 (the “SA Companies Act”)) and does not, nor is it intended to, constitute a prospectus prepared and registered under the SA Companies Act. No South African resident or offshore subsidiary of a South African resident may subscribe for or purchase any of the notes or beneficially own or hold any of the notes unless specific approval has been obtained from the South African Reserve Bank by such person or such subscription, purchase or beneficial holding or ownership is pursuant to the SA Companies Act, or is otherwise permitted under the South African Exchange Control Regulations or the rulings or policies promulgated thereunder.