Bond Sappi Papier Holding AG 3.125% ( XS1961852750 ) in EUR

Sappi Papier Holding AG

100 % ▲

Austria

XS1961852750 ( in EUR )

3.125% per year ( payment 2 times a year)

15/04/2026

Prospectus brochure of the bond Sappi Papier Holding GMBH XS1961852750 en EUR 3.125%, maturity 15/04/2026

100 000 EUR

450 000 000 EUR

15/04/2026 ( In 67 days )

Sappi Papier Holding GmbH is a subsidiary of Sappi Limited, a global company specializing in the manufacturing and sale of dissolving pulp, coated fine paper, and speciality papers, with operations spanning various countries.

The Bond issued by Sappi Papier Holding AG ( Austria ) , in EUR, with the ISIN code XS1961852750, pays a coupon of 3.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/04/2026

Offering Memorandum
Not for general circulation in the United States

Sappi Papier Holding GmbH
450,000,000 31/8% Senior Notes due 2026
Interest payable April 15 and October 15
Issue price: 100%
Sappi Papier Holding GmbH (the "Issuer"), an Austrian limited liability company, is offering 450,000,000 aggregate
principal amount of its 31/8% Senior Notes due 2026 (the "Notes").
The Issuer will pay interest on the Notes semi-annually on April 15 and October 15 of each year, beginning October 15,
2019. The Notes will mature on April 15, 2026. Some or all of the Notes may be redeemed prior to April 15, 2022 by paying
100% of the principal amount of such Notes plus a make-whole premium plus accrued and unpaid interest (if any) to the
redemption date. Some or all of the Notes may be redeemed at any time on or after April 15, 2022 at the redemption prices set
forth in this offering memorandum ("Offering Memorandum") plus accrued and unpaid interest (if any) to the redemption date.
In addition, at any time prior to April 15, 2022, up to 40% of the aggregate principal amount of the Notes may be redeemed
with the net proceeds of certain equity offerings at 103.125% of the principal amount thereof plus accrued and unpaid interest
(if any) to the redemption date, if at least 60% of the principal amount of the Notes (including additional Notes) remains
outstanding.
All of the Notes may also be redeemed at a redemption price of 100% of the outstanding principal amount of the Notes
plus accrued and unpaid interest (if any) to, but not including, the redemption date and al Additional Amounts (as defined
herein) (if any), if at any time the Issuer or any Guarantor (as defined herein) becomes obligated to pay Additional Amounts as
a result of certain changes in law affecting taxation.
Upon the occurrence of certain events constituting a change of control (as defined herein), each holder of Notes may
require the Issuer to repurchase all or a portion of its Notes at 101% of outstanding principal amount plus accrued and unpaid
interest and Additional Amounts, if any, to, but not including, the date of purchase.
The Notes and the Guarantees (as defined herein) will be the Issuer's and the Guarantors' (as defined herein) senior
obligations. The Notes and the Guarantees will rank equally in right of payment with all of the Issuer's and the Guarantors'
existing and future senior debt, and senior to any of the Issuer's and the Guarantors' future subordinated debt. Sappi Limited,
the parent company of the Issuer, and certain of the Issuer's subsidiaries (together with Sappi Limited, the "Guarantors") will
jointly and severally guarantee the Notes on a senior basis (the "Guarantees"). The Guarantees will be subject to contractual
and legal limitations, and may be released under certain circumstances.
We have applied to list the Notes on the Official List of the Luxembourg Stock Exchange (the "Exchange") for trading on
the Euro MTF Market.
Investing in the Notes involves risks, including risks that are described in the "Risk Factors" section beginning
on page 18 of this Offering Memorandum. This offering memorandum constitutes a prospectus for purposes of
Part IV of the Luxembourg law on prospectus securities dated July 10, 2005, as amended.
The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction. Unless they are registered, the Notes and
the Guarantees may be offered only in transactions that are exempt from, or in a transaction not subject to, registration under
the U.S. Securities Act. Accordingly, we are offering the Notes only to qualified institutional buyers ("QIBs") under Rule 144A
("Rule 144A") of the U.S. Securities Act and to non-U.S. persons outside the United States in compliance with Regulation S
("Regulation S") under the U.S. Securities Act. You are hereby notified that the Initial Purchasers of the Notes may be relying
on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For further details about
eligible offerees and resale restrictions, see "Notice to Investors" and "Transfer Restrictions".
We expect that delivery of the Notes wil be made to investors in book-entry form through Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking S.A. ("Clearstream") on or about March 26, 2019. Interests in each global note will be
exchangeable for the relevant definitive Notes only in certain limited circumstances. See "Book-Entry, Delivery and Form".
Joint Global Coordinators and Physical Bookrunners
Citigroup
Crédit Agricole CIB
J.P. Morgan
Joint Bookrunners

Erste Group ING KBC Bank NV NatWest Standard Chartered Bank UniCredit Bank
Markets
March 26, 2019

TABLE OF CONTENTS

Page
Notice To Investors ..................................................................................................................................................... ii
Forward-Looking Statements .................................................................................................................................... ix
Presentation Of Financial Information ........................................................................................................................ x
Currency Of Presentation And Exchange Rates ....................................................................................................... xi
Summary .................................................................................................................................................................... 1
Risk Factors .............................................................................................................................................................. 18
Use Of Proceeds ...................................................................................................................................................... 36
Capitalization ............................................................................................................................................................ 36
Selected Consolidated Financial And Other Information Of The Sappi Group ........................................................ 38
Management's Discussion And Analysis Of Financial Condition And Results Of Operations ................................. 41
The Pulp And Paper INDUSTRY .............................................................................................................................. 89
Our Business ............................................................................................................................................................ 94
Management ........................................................................................................................................................... 122
Major Shareholders And Certain Transactions ...................................................................................................... 131
Description Of Other Financing Arrangements ...................................................................................................... 135
Description Of Notes............................................................................................................................................... 141
Book-Entry, Delivery And Form .............................................................................................................................. 198
Taxation .................................................................................................................................................................. 202
Plan Of Distribution ................................................................................................................................................. 212
Transfer Restrictions ............................................................................................................................................... 214
Legal Matters .......................................................................................................................................................... 218
Independent Auditors.............................................................................................................................................. 219
Available Information .............................................................................................................................................. 220
Enforceability Of Civil Liabilities .............................................................................................................................. 221
Limitations On Validity And Enforceability Of The Guarantees And Certain Insolvency Law Considerations ....... 222
Listing And General Information ............................................................................................................................. 267

We expect that delivery of the Notes will be made against payment on the Notes on or about the date
specified on the cover page of this Offering Memorandum, which will be ten business days (as such term is used
for purposes of Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"))
following the date of pricing of the Notes (this settlement cycle is being referred to as "T+10"). Under Rule 15c6-1
of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on
the date of this Offering Memorandum or the next seven business days will be required to specify an alternative
settlement code at the time of any such trade to prevent a failed set lement. Purchasers of the Notes who wish to
make such trades should consult their own advisors. See "Plan of Distribution".
In making your investment decision, you should rely only on the information contained in this Offering
Memorandum. Neither the Issuer, the Guarantors nor any of the Initial Purchasers have authorized anyone to
provide you with information that is different from the information contained herein. If given, any such information
should not be relied upon. Neither the Issuer, the Guarantors nor any of the Initial Purchasers are making an offer
of the Notes in any jurisdiction where the offering of the Notes is not permitted. You should not assume that the
information contained in this Offering Memorandum is accurate as of any date other than the date on the front of
this Offering Memorandum.

i

NOTICE TO INVESTORS
THE NOTES AND THE GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OR THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION AND, SUBJECT TO CERTAIN
EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES. SEE "PLAN OF DISTRIBUTION"
AND "TRANSFER RESTRICTIONS". INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY SECURITY MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT
PURSUANT TO RULE 144A.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in this Offering Memorandum and, if given or made, any such information or
representation must not be relied upon as having been authorized by the Issuer, Sappi Limited, the Subsidiary
Guarantors (as defined herein), any of their respective affiliates or the Initial Purchasers. This Offering
Memorandum does not constitute an offer of any securities other than those to which it relates or an offer to sell,
or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Offering Memorandum nor any sale made under it shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer, Sappi Limited or
the Subsidiary Guarantors since the date of this Offering Memorandum or that the information contained in this
Offering Memorandum is correct as of any time subsequent to that date.
By receiving this Offering Memorandum, investors acknowledge that they have had an opportunity to
request for review, and have received, all additional information they deem necessary to verify the accuracy and
completeness of the information contained in this Offering Memorandum. Investors also acknowledge that they
have not relied on the Initial Purchasers in connection with their investigation of the accuracy of this information or
their decision whether to invest in the Notes. The contents of this Offering Memorandum are not to be considered
as legal, business, financial or tax advice. Prospective investors should consult their own counsel, accountants
and other advisors as to legal, tax, business, financial and related aspects of a purchase of the Notes. The Issuer,
Sappi Limited and the Subsidiary Guarantors have prepared this Offering Memorandum solely for use in
connection with the offer of the Notes. This Offering Memorandum may only be used for the purpose for which it
has been published.
In making an investment decision, investors must rely on their own examination of the Issuer, Sappi Limited,
the Subsidiary Guarantors, and their respective affiliates, the terms of the offering of the Notes and the merits and
risks involved. This offering is being made in reliance upon exemptions from registration under the U.S. Securities
Act for an offer and sale of securities that does not involve a public offering. The Notes have not been registered
with, recommended by or approved by, the United States Securities and Exchange Commission (the "SEC") or
any other federal, state or foreign securities commission or regulatory authority, nor has any such commission or
regulatory authority reviewed or passed upon the accuracy or adequacy of this Offering Memorandum. Any
representation to the contrary is a criminal offense in the United States.
The Issuer, Sappi Limited and the Initial Purchasers reserve the right to withdraw this offering of Notes at
any time and to reject any commitment to subscribe for the Notes, in whole or in part. The Initial Purchasers also
reserve the right to allot less than the full amount of Notes sought by investors. The Initial Purchasers and certain
related entities may acquire a portion of the Notes for their own account.
No action has been taken by the Initial Purchasers, the Issuer, Sappi Limited, the Subsidiary Guarantors or
any other person that would permit an offering of the Notes or the circulation or distribution of this Offering
Memorandum or any offering material in relation to the Issuer, Sappi Limited, the Subsidiary Guarantors or their
respective affiliates or the Notes in any country or jurisdiction where action for that purpose is required.
The laws of certain jurisdictions may restrict the distribution of this Offering Memorandum and the offer and
sale of the Notes. Persons into whose possession this Offering Memorandum or any of the Notes come must
inform themselves about, and observe, any such restrictions. None of the Issuer, Sappi Limited, the Subsidiary
Guarantors, the Initial Purchasers or their respective representatives are making any representation to any
offeree or any purchaser of the Notes regarding the legality of any investment in the Notes by such offeree or
purchaser under applicable legal investment or similar laws or regulations. For a further description of certain
restrictions on the offering and sale of the Notes and the distribution of this Offering Memorandum, see notices to
investors below and "Transfer Restrictions". By entering into possession of this Offering Memorandum or offering,
selling or purchasing any Note, investors will be deemed to have represented and agreed to all of the provisions
ii

contained in the above referenced sections of this Offering Memorandum. Investors should be aware that they
may be required to bear the financial risks of this investment for an indefinite period of time.
The Notes sold within the United States to qualified institutional buyers ("QIBs") pursuant to Rule 144A will
initially be represented by global notes in registered form without interest coupons attached (the "144A Global
Notes"). The 144A Global Notes will be deposited, on the closing date of the offering of the Notes, with a common
depository and registered in the name of the nominee of the common depository for the accounts of Euroclear
Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"). The Notes sold to non-U.S. persons
outside the United States pursuant to Regulation S will initially be represented by global notes in registered form
without interest coupons attached (the "Regulation S Global Notes" and, together with the 144A Global Notes, the
"Global Notes"). The Regulation S Global Notes will be deposited, on the closing date, with a common depository
and registered in the name of the nominee of the common depository for the accounts of Euroclear and
Clearstream. Prior to the date that is 40 days after the later of the commencement of the offering or the closing
date of the offering, any sale or transfer of beneficial interests in the Regulation S Global Notes to U.S. persons
shall not be permitted unless such resale or transfer is made pursuant to Rule 144A. See "Book-Entry, Delivery
and Form".
Notes will be issued in denominations of 100,000 and any integral multiple of 1,000 in excess of
100,000. Notes in denominations of less than 100,000 will not be available.
To purchase the Notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell the Notes or possess or distribute this Offering Memorandum.
Investors must also obtain any consent, approval or permission required by such jurisdiction for investors to
purchase, offer or sell any of the Notes under the laws and regulations in force in any jurisdiction in which
investors are subject or in which investors make such purchase, offer or sale. None of the Issuer, Sappi Limited,
the Subsidiary Guarantors, their respective affiliates or the Initial Purchasers will have the responsibility therefor.
The Notes will constitute "controlled securities" as that term is defined in the South African Exchange
Control Regulations, 1961 (as amended), and as such may not be acquired by any person who is a resident of
South Africa except in accordance with such Regulations and the directives or authorities issued or granted by the
Financial Surveillance Department of the South African Reserve Bank in respect of those Regulations from time
to time.
The Issuer and Sappi Limited accept responsibility for the information contained in this Offering
Memorandum. Each Subsidiary Guarantor accepts responsibility in respect of the information in relation to itself
and its Guarantee as contained in this Offering Memorandum. To the best of the knowledge and belief of each of
the Issuer and Sappi Limited (having taken reasonable care to ensure that such is the case), the information
contained in this Offering Memorandum is in accordance with the facts in all material respects and does not omit
anything likely to affect the import of such information in any material respect and to the best of the knowledge
and belief of each Subsidiary Guarantor, the information relating to it and its Guarantee is in accordance with the
facts in all material respects and does not omit anything likely to affect the import of such information in any
material respect. The Issuer, Sappi Limited and the Subsidiary Guarantors accept responsibility accordingly.
Notwithstanding the foregoing, certain information provided herein with respect to the Republic of South Africa,
the South African economy, South African Exchange Control Regulations and the South African securities
markets has been derived from publicly available information. The Issuer and Sappi Limited accept responsibility
for having correctly derived such information. The Initial Purchasers make no representation or warranty, express
or implied, as to the accuracy or completeness of the information contained in this Offering Memorandum.
Nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the
Initial Purchasers as to the past or future.
IN CONNECTION WITH THIS ISSUE, CITIGROUP GLOBAL MARKETS LIMITED OR ONE OF ITS
AFFILIATES (THE "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL WHICH MIGHT NOT OTHERWISE PREVAIL FOR A LIMITED PERIOD
AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION ON THE STABILIZING MANAGER (OR
PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) TO DO THIS. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A
LIMITED PERIOD. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION".
iii

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
MiFID II Product Governance/Professional Investors and ECPs Only Target Market: Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the
Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
PRIIPs Regulation/Prohibition of Sales to European Economic Area Retail Investors: The Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to, any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This Offering Memorandum has been prepared on the basis that any offer of the Notes in any Member State
of the EEA will be made pursuant to the exemption under the Prospectus Directive from a requirement to publish
a prospectus for offers of Notes. This Offering Memorandum is not a prospectus for the purposes of the
Prospectus Directive (Directive 2003/71/EC) (as amended, the "Prospectus Directive") and any relevant
implementing measure in each member state of the EEA.
NOTICE TO INVESTORS IN AUSTRIA
This Offering Memorandum has not been and will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz), as amended ("KMG"), and has not been passported into Austria
pursuant to §8b KMG or the Prospectus Directive. Neither this Offering Memorandum nor any other document
connected therewith constitutes a prospectus according to the KMG and neither this Offering Memorandum nor
any other document connected therewith may be distributed, passed on or disclosed to any person in Austria
other than as permitted in this paragraph. No steps may be taken that would constitute a public offering of the
Notes in Austria and the offering of the Notes may not be advertised in Austria. Any offer of the Notes in Austria
may only be made (a) to any legal entity which is a "qualified investor" within the meaning of Article 2(1)(e) of the
Prospectus Directive and §1(1)5a KMG; or (b) to fewer than 150 natural or legal persons per member state (other
than "qualified investors" as defined in the Prospectus Directive and the KMG) subject to obtaining the prior
consent of the Issuer; and provided that no such offer of the Notes shall require us or the initial purchasers to
publish a prospectus pursuant to Article 3 of the Prospectus Directive and/or §2 KMG. For the purposes of this
provision, the expression a "public offering of Notes" means any communication (whether originating from the
Issuer or a financial intermediary) to the public in any form and by any means, presenting sufficient information on
the terms of the offer and the Notes to be offered (or an invitation to subscribe such Notes), so as to enable an
investor to decide to purchase or subscribe to the Notes.
NOTICE TO INVESTORS IN BELGIUM
The Notes may not be distributed in Belgium by way of an offer of securities to the public, as defined in
Article 3 §1 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission
of investment instruments to trading on regulated markets (the "Prospectus Law"), save in those circumstances
set out in Article 3 §§2-4 of the Prospectus Law.

This offering is exclusively conducted under applicable private placement exemptions and therefore it has
not been and will not be notified to, and this Offering Memorandum or any other offering material relating to the
Notes has not been and will not be approved by, the Belgian Financial Services and Markets Authority ("Autorité
des services et marchés financiers/Autoriteit voor financiële diensten en markten") (the "FSMA").
Accordingly, the offering may not be advertised and each of the joint global coordinating bookrunners
represents and agrees that it has not offered, sold or resold, transferred or delivered, and will not offer, sell, resell,
iv

transfer or deliver, the Notes and that it has not distributed, and will not distribute, any memorandum, information
circular, brochure or any similar documents, directly or indirectly, to any individual or legal entity in Belgium other
than:
(i) "qualified investors", as defined in Article 10 of the Prospectus Law;
(ii) investors required to invest a minimum of 100,000 (per investor and per transaction); and in any other
circumstances set out in Article 3 §§2-4 of the Prospectus Law.
This Offering Memorandum has been issued only for the personal use of the above "qualified investors" and
exclusively for the purpose of the offering of Notes. Accordingly, the information contained herein may not be
used for any other purpose nor disclosed to any other person in Belgium.
NOTICE TO INVESTORS IN GERMANY
The Notes may be offered and sold in the Federal Republic of Germany only in compliance with the German
Securities Prospectus Act (Wertpapierprospektgesetz), as amended, the Commission Regulation No. (EC)
809/2004 of April 29, 2004, as amended, or any other laws applicable in Germany governing the issue, offering
and sale of securities. This Offering Memorandum has not been approved under the German Securities
Prospectus Act or the Prospectus Directive and, accordingly, the Notes may not be offered publicly in the Federal
Republic of Germany. The Notes will be offered in the Federal Republic of Germany in reliance on an exemption
from the requirement to publish an approved securities prospectus under the German Securities Prospectus Act.
Any resale of the Notes in Germany may only be made in accordance with the German Securities Prospectus Act
and other applicable laws. The Issuer has not filed and does not intend to file a securities prospectus with the
German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin") or
obtain a notification to BaFin from another competent authority of a member state of the EEA, with which a
securities prospectus may have been filed, pursuant to Section 17 (3) of the German Securities Prospectus Act.
NOTICE TO INVESTORS IN THE NETHERLANDS
The Notes are being offered solely to "qualified investors" as defined in the Prospectus Directive and,
accordingly, the offer of Notes is not subject to the obligation to publish a prospectus within the meaning of the
Prospectus Directive.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Offering Memorandum is for distribution only to, and is only directed at, persons in the United Kingdom
(i) who have professional experience in matters related 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 of section 21 of the Financial Services and Markets Act 2000) in connection with the
issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). In the United Kingdom, any investment activity to
which this Offering Memorandum relates will only be available to, and will only be engaged with, Relevant
Persons. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this Offering
Memorandum or any of its contents.
NOTICE TO SWISS INVESTORS
This Offering Memorandum is not intended to constitute an offer or solicitation to purchase or invest in the
Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or
from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading
facility in Switzerland. Neither this Offering Memorandum nor any other offering or marketing material relating to
the Notes constitutes a prospectus as such term is understood pursuant to article 652a and/or article 1156 of the
Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss
Exchange or any other regulated trading facility in Switzerland, and neither this Offering Memorandum nor any
other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly
available in Switzerland.
v

NOTICE TO SOUTH AFRICAN INVESTORS
The offer of the Notes is not an "offer to the public" as defined in Section 95(1)(h) of the Companies Act
No. 71 of 2008, as amended (the "South African Companies Act"), and this Offering Memorandum does not, nor
is it intended to, constitute a prospectus prepared and registered under the South African Companies Act. No
South African residents or other offshore subsidiaries may subscribe for or purchase any Notes or beneficially
own or hold any Notes unless such subscription, purchase or beneficial holding or ownership is pursuant to
Section 96(1) of the South African Companies Act, or is otherwise permitted under the South African Exchange
Control Regulations or the rulings or policies of the South African Reserve Bank or applicable law.
NOTICE TO ITALIAN INVESTORS
The offer of the Notes has not been registered with the Commissione Nazionale per la Società e la Borsa
("CONSOB") (the Italian securities exchange commission), pursuant to Italian securities legislation. Accordingly,
no Notes may be offered, sold or delivered, directly or indirectly nor may copies of this Offering Memorandum or
of any other document relating to the Notes be distributed in the Republic of Italy, except in accordance with
Italian securities, tax and other applicable laws and regulations.
Each Initial Purchaser has represented and agreed that it has not offered, sold or delivered, and will not
offer, sell or deliver, directly or indirectly, any Notes or distribute any copy of this Offering Memorandum or any
other document relating to the Notes in Italy, except:
(a) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree no.
58 of February 24, 1998 (the "Italian Securities Act") and Article 34-ter, paragraph 1, letter (b) of
CONSOB regulation No. 11971 of May 14, 1999 (the "CONSOB Regulation on Issuers"), each as
amended from time to time; and
(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of
the Italian Securities Act and CONSOB Regulation on Issuers.
Any offer, sale or delivery of the Notes or distribution of copies of this Offering Memorandum or any other
document relating to the Notes in the Republic of Italy under paragraphs (a) or (b) above must be:
(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy
in accordance with the Financial Services Act, Legislative Decree No. 385 of September 1, 1993 (the
"Consolidated Banking Act") and CONSOB Regulation No. 20307 of February 15, 2018, all as
amended from time to time;
(ii) in compliance with Article 129 of the Consolidated Banking Act, as amended from time to time, and the
implementing guidelines of the Bank of Italy, as amended from time to time; and
(iii) in compliance with any other applicable laws and regulations, including any limitation or requirement
that may be imposed from time to time by CONSOB or the Bank of Italy or any other competent
authority.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes by
such investor occurs in compliance with applicable laws and regulations.
For selling restrictions in respect of Italy, see also "--European Economic Area" above.
USE OF TERMS AND CONVENTIONS
Unless otherwise specified or the context requires otherwise in this Offering Memorandum:
· References to "Sappi", "Sappi Group", "Sappi group", "Group", "we", "us" and "our" are to Sappi Limited
together with its consolidated subsidiaries;
· References to the "2016 Refinancing" are to the refinancing that we implemented in March 2016, which
comprised the following transactions: (a) the issuance of the 2023 Notes and (b) the redemption of the
2021 Notes;

· References to the "2017 Notes" are to our US$400 million 7.75% senior secured notes due 2017, issued
pursuant to an indenture dated as of July 5, 2012;
· References to the "2021 Notes" are to our US$350 million 6.625% senior secured notes due 2021, issued
pursuant to an indenture dated as of April 14, 2011;
vi

· References to the "2022 Notes" are to our 450 million 3.375% senior notes due 2022, issued pursuant to
an indenture dated as of March 23, 2015. On August 31, 2016, having fulfilled certain requirements for
the release of collateral, all collateral securing the 2022 Notes was released;
· References to the "2023 Notes" are to our 350 million 4.00% senior notes due 2023, issued pursuant to
an indenture dated as of March 31, 2016 in connection with the 2016 Refinancing. On August 31, 2016,
having fulfilled certain requirements for the release of collateral, all collateral securing the 2023 Notes
was released;
· References to the "2032 Notes" are to our US$250 million 7.50% unsecured guaranteed notes due 2032,
of which US$221 million were outstanding as at September 2018;
· References to "B-BBEE" are to Broad-Based Black Economic Empowerment, or Black Economic
Empowerment, which arises as a result of the following South African legislation: the Employment Equity
Act (No. 55 of 1998); the Skills Development Act (No. 97 of 1998); the Preferential Procurement Policy
Framework Act (No. 5 of 2000); and the Broad Based Black Economic Empowerment Act (No. 53 of
2003);
· References to "capital expenditure" are to the total of "investment to maintain operations" and "investment
to expand operations" for the relevant period, as presented in the statement of cash flows in our Group
annual financial statements included elsewhere in this Offering Memorandum;
· References to the "Cham Acquisition" are to the acquisition of the specialty papers business of Cham
Paper Group by Sappi, for US$132 million, which closed in February 2018. As part of the Cham
Acquisition, we acquired Cham Paper Group's Carmignano and Condino Mills located in Italy and its
digital imaging business located in Cham, Switzerland, as well as all of Cham Paper Group's brands and
know-how;
· References to "Cham Paper Group" are to Cham Paper Group Holding AG, a stock corporation
incorporated under the laws of the Swiss Confederation, and its consolidated subsidiaries;
· References to the "FRSC Financial Reporting Pronouncements" are to the Financial Reporting
Pronouncements, as issued by the Financial Reporting Standards Council;
· References to "Guarantees" are to the guarantees of the Notes to be provided by the Guarantors
pursuant to the Indenture;
· References to "Guarantors" are to Sappi Limited and the Subsidiary Guarantors;
· References to "IFRS" are to the International Financial Reporting Standards, as issued by the
International Accounting Standards Board ("IASB");
· References to the "Indenture" are to the indenture governing the Notes;
· References to "Latin America" are to the countries located on the continent of South America and Mexico;
· References to "m2" are to square meters and references to "hectares" or "ha" are to a land area of 10,000
square meters or approximately 2.47 acres;
· References to "market pulp" are to pulp produced for sale on the open market, as opposed to pulp
produced for own consumption in an integrated mill;
· References to "market share" are based on sales volumes in a specified geographic region during the
fiscal year ended September 30, 2018;
· References to "mechanical" are to pulp manufactured using a mechanical process, or, where applicable
to paper, made using a high proportion of such pulp;
· References to "NBSK" are to northern bleached softwood kraft pulp frequently used as a pricing
benchmark for pulp;
· References to "North America" are to the United States, Canada and the Caribbean;

· References to "OeKB" are to Oesterreichische Kontrollbank Aktiengesellschaft, an Austrian development
bank;
· References to the "OeKB Term Loan Facilities" are to the OeKB Term Loan Facility I and the OeKB Term
Loan Facility II, collectively;
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· References to the "OeKB Term Loan Facility I" are to the 81.6 million term loan facility entered into with
OeKB on July 5, 2012, as amended and restated on September 18, 2013 and on March 16, 2015 and
replaced by a new agreement dated as of June 20, 2017, as amended and restated on February 28,
2018;
· References to the "OeKB Term Loan Facility II" are to the 150 million term loan facility entered into with
OeKB on June 20, 2017 in connection with the conversion project at the Somerset Mill, as amended and
restated on February 28, 2018;
· References to "PM" are to individual paper machines;
· References to "pulp integration" are to the amount of pulp that we sell, expressed as a percentage of the
pulp we purchase, either globally or by region;
· References to the "Refinancing" are to the issuance of the Notes pursuant to this offering and the use of
proceeds therefrom to redeem 450 million in aggregate principal amount of our 2022 Notes and pay
fees, discounts and commissions, as described in "Summary--Recent Developments--Refinancing";
· References to the "Revolving Credit Facility" are to the facility described in the section entitled
"Description of Other Financing Arrangements" included elsewhere herein;
· References to "Rockwell Solutions" are to Rockwell Solutions Limited, a limited liability company
organized under the laws of Scotland;
· References to "SAICA Financial Reporting Guides" are to the South African Institute of Chartered
Accountants ("SAICA") Financial Reporting Guides, as issued by the SAICA Accounting Practices
Committee;
· References to "Southern Africa" are to the Republic of South Africa, the Kingdom of Swaziland, the
Kingdom of Lesotho, the Republic of Namibia and the Republic of Botswana;
· References to "Subsidiary Guarantors" are to Sappi Gratkorn GmbH, Sappi MagnoStar GmbH, Sappi
Austria Produktions-GmbH & Co. KG, Sappi International SA, Sappi North America, Inc. (formerly known
as S.D. Warren Company), SDW Holdings Corporation, Sappi Cloquet LLC, Sappi Lanaken NV, Sappi
Deutschland GmbH, Sappi Deutschland Holding GmbH, Sappi Alfeld GmbH, Sappi Ehingen GmbH,
Sappi Stockstadt GmbH, Sappi Colombia Holding GmbH, Sappi Lanaken Press Paper NV, Sappi Pulp
Asia Limited, Sappi Netherlands B.V., Sappi Maastricht Real Estate B.V. (formerly known as Sappi
Maastricht B.V.), Sappi Maastricht B.V. (formerly known as Sappi Maastricht II B.V.), Sappi Europe SA,
Sappi Finland I Oy and Sappi Italy Operations S.p.A.;
· References to "tons" are to metric tons (approximately 2,204.6 pounds or 1.1 short tons);
· References to the "Trade Receivables Securitization Program" are to the agreement related to the
securitization of certain trade receivables of the Sappi Group through Elektra Purchase No. 29 DAC,
arranged by UniCredit Bank AG, dated as of August 12, 2011, as amended on December 19, 2011,
February 1, 2013, June 26, 2013, May 23, 2014, March 12, 2015, May 13, 2016, and as further amended
and restated on June 22, 2017 and December 30, 2018;
· References to "woodfree paper" are to paper made from chemical pulp, which is pulp made from
woodfiber that has been produced in a chemical process;
· References to "CHF" are to the Swiss franc, the currency of the Swiss Confederation;
· References to "euro", "EUR" and "" are to the currency of those countries in the European Union that
form part of the common currency of the euro;
· References to "Rand", "ZAR" and "R" are to South African Rand, the currency of South Africa, and
references to "SA cents" are to South African cents;
· References to "UK pounds sterling", "GBP" and "£" are to United Kingdom pounds sterling, the currency
of the United Kingdom; and

· References to "US dollar(s)", "dollar(s)", "US$", "$" and "US cents" are to United States dollars and cents,
the currency of the United States.
Capitalized terms set forth and used in the section entitled "Description of Notes" may have different
meanings from the meanings given to such terms and used elsewhere in this Offering Memorandum.
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