Bond Sappi Papier Holding AG 3.625% ( XS2310951103 ) in EUR

Sappi Papier Holding AG

100 % ▲

Austria

XS2310951103 ( in EUR )

3.625% per year ( payment 2 times a year)

15/03/2028

Prospectus brochure of the bond Sappi Papier Holding GMBH XS2310951103 en EUR 3.625%, maturity 15/03/2028

100 000 EUR

400 000 000 EUR

15/03/2026 ( In 36 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 XS2310951103, pays a coupon of 3.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/03/2028

Listing Particulars

Not for general circulation in the United States
Sappi Papier Holding GmbH
400,000,000 3% Senior Notes due 2028
Interest payable March 15 and September 15
Issue price: 100%
Sappi Papier Holding GmbH (the "Issuer"), an Austrian limited liability company, is offering 400,000,000 aggregate
principal amount of its 3% Senior Notes due 2028 (the "Notes").
The Issuer will pay interest on the Notes semi-annually on March 15 and September 15 of each year, beginning
September 15, 2021. The Notes will mature on March 15, 2028. Some or all of the Notes may be redeemed prior to
March 15, 2024 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 March
15, 2024 at the redemption prices set forth in this document plus accrued and unpaid interest (if any) to the redemption
date. In addition, at any time prior to March 15, 2024, up to 40% of the aggregate principal amount of the Notes may be
redeemed with the net cash proceeds of certain equity offerings at 103.625% 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 all 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.
This document constitutes the listing particulars (the "Listing Particulars"). We have applied to list the Notes on the
Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market. There is no assurance that the
Notes will be listed on the Official List of the Luxembourg Stock Exchange and admitted to 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 21 of this document. These Listing Particulars constitute a prospectus for purposes of Part IV of the Luxembourg
Act on prospectuses for securities dated July 16, 2019.
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 will be made to investors in book-entry form through Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking S.A. ("Clearstream") on or about March 24, 2021. 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
Credit Agricole CIB
ING
UniCredit Bank

Joint Bookrunners
Erste Group
J.P. Morgan
KBC Bank
NatWest Raiffeisen Bank
Standard
Markets
International
Chartered Bank

The date of these Listing Particulars is April 8, 2021

TABLE OF CONTENTS
Page
NOTICE TO INVESTORS .................................................................................................................................. ii
FORWARD-LOOKING STATEMENTS ............................................................................................................. xi
CURRENCY OF PRESENTATION AND EXCHANGE RATES ...................................................................... xiv
SUMMARY.......................................................................................................................................................... 1
RISK FACTORS ............................................................................................................................................... 22
USE OF PROCEEDS ....................................................................................................................................... 46
CAPITALIZATION ............................................................................................................................................. 47
SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION OF THE SAPPI GROUP ............ 49
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................ 52
THE PULP AND PAPER INDUSTRY ............................................................................................................. 108
OUR BUSINESS ............................................................................................................................................. 114
MANAGEMENT .............................................................................................................................................. 148
MAJOR SHAREHOLDERS AND CERTAIN TRANSACTIONS ..................................................................... 159
DESCRIPTION OF OTHER FINANCING ARRANGEMENTS ....................................................................... 162
DESCRIPTION OF NOTES ............................................................................................................................ 168
BOOK-ENTRY, DELIVERY AND FORM ........................................................................................................ 230
TAXATION ...................................................................................................................................................... 234
PLAN OF DISTRIBUTION .............................................................................................................................. 245
TRANSFER RESTRICTIONS ......................................................................................................................... 247
LEGAL MATTERS .......................................................................................................................................... 251
INDEPENDENT AUDITORS .......................................................................................................................... 252
AVAILABLE INFORMATION .......................................................................................................................... 253
ENFORCEABILITY OF CIVIL LIABILITIES .................................................................................................... 254
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND CERTAIN
INSOLVENCY LAW CONSIDERATIONS ................................................................................................ 255
LISTING AND GENERAL INFORMATION ..................................................................................................... 315

We expect that delivery of the Notes will be made against payment on the Notes on or about March 24,
2021, 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 March 10, 2021 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 settlement. 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 these Listing
Particulars. 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 these Listing Particulars is accurate as of any date other than
the date on the front of these Listing Particulars.

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 these Listing Particulars 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. These
Listing Particulars do not constitute an offer of any securities other than those to which they relate 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 these Listing Particulars nor any sale made under them 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 these Listing Particulars or that the information
contained in these Listing Particulars is correct as of any time subsequent to that date.
By receiving these Listing Particulars, 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 these Listing Particulars. 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 these Listing Particulars 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 these Listing
Particulars solely for use in connection with the offer of the Notes. By receiving these Listing Particulars,
investors agree that they will hold the information contained in these Listing Particulars and the transactions
contemplated hereby in confidence. Investors may not distribute these Listing Particulars to any person,
other than a person retained to advise the investor in connection with the purchase of the Notes.
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 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
these Listing Particulars. 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 these Listing
Particulars 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 these Listing Particulars and the offer and
sale of the Notes. Persons into whose possession these Listing Particulars 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
ii

further description of certain restrictions on the offering and sale of the Notes and the distribution of these
Listing Particulars, see notices to investors below and "Transfer Restrictions". By entering into possession of
these Listing Particulars or offering, selling or purchasing any Note, investors will be deemed to have
represented and agreed to all of the provisions contained in the above referenced sections of these Listing
Particulars. 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 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 and
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 these Listing
Particulars. 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 these Listing
Particulars. Each Subsidiary Guarantor accepts responsibility in respect of the information in relation to itself
and its Guarantee as contained in these Listing Particulars. 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 these Listing Particulars 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 these Listing Particulars. Nothing contained in these Listing Particulars 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 EUROPE AG 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
iii

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".
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 EEA 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.
These Listing Particulars have been prepared on the basis that any offer of Notes in any member state
of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus
Regulation") from the requirement to produce a prospectus for offers of the Notes. These Listing Particulars
are not a prospectus for the purposes of the Prospectus Regulation
NOTICE TO INVESTORS IN AUSTRIA
These Listing Particulars have not been and will not be approved and/or published pursuant to the
Austrian Capital Markets Act 2019 (Kapitalmarktgesetz 2019), as amended, and has not been passported
into Austria pursuant to the Prospectus Regulation. Neither these Listing Particulars nor any other document
connected therewith constitute a prospectus according to the Prospectus Regulation and neither these
Listing Particulars 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 to any legal entity which is a "qualified investor"
within the meaning of Article 2(e) of the Prospectus Regulation; 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
Regulation. For the purposes of this provision, the expression a "public offering of the 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
These Listing Particulars relate to a private placement of the Notes and do not constitute an offer to the
public in Belgium to subscribe for or acquire the Notes. The Notes may therefore not be distributed in
Belgium by way of an offer of securities to the public, pursuant to the Prospectus Regulation or the Belgian
Law of 11 July 2018 on the public offering of investment instruments and the admission of investment
instruments to trading on a regulated market, as amended, except if the Notes are offered solely to qualified
investors within the meaning of the Prospectus Regulation and/or on the basis of any other exemption as
referred to in Article 1, paragraph 4 of the Prospectus Regulation.
This offering is conducted exclusively under applicable private placement exemptions and therefore it
has not been and will not be notified to, and these Listing Particulars or any other offering material relating to
iv

the Notes have 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 offering, and any materials relating to the offering, may not be advertised to, the Notes are not
intended to be offered, sold or otherwise made available to, and neither these Listing Particulars nor any
other information circular, brochure or similar document may be distributed, directly or indirectly, to, and the
Notes should not be offered, sold or otherwise made available in Belgium to, any person qualifying as a
consumer (consommateur/consument) within the meaning of the Belgian code of economic law (Code de
droit économique/Wetboek van economisch recht), as amended from time to time (the "Belgian Code of
Economic Law").
NOTICE TO INVESTORS IN GERMANY
The Notes may be offered and sold in the Federal Republic of Germany only in compliance with the
Prospectus Regulation, the Commission Delegated Regulation (EU) 2019/980 of March 14, 2019, the
German Securities Prospectus Act (Wertpapierprospektgesetz), as amended, or any other laws applicable in
Germany governing the issue, offering and sale of securities. These Listing Particulars have not been
approved under the Prospectus Regulation and, accordingly, the Notes may not be offered publicly in the
Federal Republic of Germany. Consequently, in Germany the Notes will only be available to, and these
Listing Particulars and any other offering material in relation to the Notes are directed only at, persons who
are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 3 of the German Securities
Prospectus Act in connection with Article 2 lit. e of the Prospectus Regulation. Any resale of the Notes in
Germany may only be made in accordance with the Prospectus Regulation, the German Securities
Prospectus Act and any 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 European Union, with which a securities prospectus may have been filed, pursuant to
Article 25 of the Prospectus Regulation.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
UK MiFIR Product Governance/Professional Investors and ECPs Only Target Market: Solely for
the purposes of the product approval process of the manufacturers (if any), the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "EUWA") ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any distributor should take into consideration the
manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook 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.
UK PRIIPs Regulation/Prohibition of Sales to UK 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 United Kingdom (the "UK"). For these purposes, a "retail investor" means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently, no key information
document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
These Listing Particulars have been prepared on the basis that any offer of Notes in the UK will be
made pursuant to an exemption under the Prospectus Regulation as it forms part of domestic law by virtue of
the EUWA (the "UK Prospectus Regulation") from the requirement to produce a prospectus for offers of the
Notes. These Listing Particulars are not a prospectus for the purposes of the UK Prospectus Regulation.
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These Listing Particulars are for distribution only to, and is only directed at, persons in the UK (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 FSMA) 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 UK, any investment activity to which these
Listing Particulars relate will only be available to, and will only be engaged with, Relevant Persons. Any
person in the UK that is not a Relevant Person should not act or rely on these Listing Particulars or any of
their contents.
NOTICE TO SWISS INVESTORS
These Listing Particulars are 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 these Listing Particulars nor any other offering or marketing
material relating to the Notes constitute 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 these
Listing Particulars nor any other offering or marketing material relating to the Notes may be publicly
distributed or otherwise made publicly available in Switzerland.
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 these Listing Particulars do not, nor
are they 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 offering of the Notes has not been cleared by Commissione Nazionale per la Società e la Borsa,
the Italian Securities Exchange Commission ("CONSOB") pursuant to Italian securities legislation and
accordingly, no Notes may be offered, sold or delivered, directly or indirectly, in the Republic of Italy, nor may
copies of these Listing Particulars or of any other offering circular, prospectus, form of application,
advertisement, other offering material or other information or document relating to the Issuer or the Notes to
be issued, distributed or published in the Republic of Italy, either on the primary or on the secondary market,
except:
(a)
to qualified investors (investitori qualificati), as defined pursuant to Article 2, paragraph (e) of the
Prospectus Regulation; and
(b)
in other circumstances which are exempted from the rules on public offerings pursuant to Article
1 of the Prospectus Regulation, Article 34-ter of CONSOB Regulation No. 11971 of May 14,
1999, as amended from time to time, and the applicable Italian laws.
Any offer, sale or delivery of the Notes or distribution of copies of these Listing Particulars or any other
document relating to the Notes in the Republic of Italy under paragraph (a) or (b) above must be:
(i)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in
the Republic of Italy in accordance with Legislative Decree No. 58 of 24 February 1998, as
amended from time to time (the "Financial Services Act"), Legislative Decree No. 385 of
September 1, 1993, as amended from time to time (the "Consolidated Banking Act") and
CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time; and
(ii)
in compliance with any other applicable laws and regulations or requirements imposed from time
to time by CONSOB, the Bank of Italy (including the reporting requirements, where applicable,
vi

pursuant to Article 129 of the Consolidated Banking Act and the implementing guidelines of the
Bank of Italy, as amended from time to time) and/or any other Italian 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.
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that
are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if these Listing Particulars (including any amendment thereto) contain a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or
territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Initial
Purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this Offering.
NOTICE TO INVESTORS IN HONG KONG
Each Initial Purchaser has represented and agreed that:
(i)
it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
Notes other than (a) to "professional investors" as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong ("Securities and Futures Ordinance") and any rules made
under the Securities and Futures Ordinance, or (b) in other circumstances which do not result in
the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong (the "C(WUMP)O") or which do not constitute an
offer to the public within the meaning of the C(WUMP)O; and
(iii)
it has not issued or had in its possession for the purposes of issue, and will not issue or have in
its possession for the purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Notes, which is directed at, or the contents
of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do
so under the securities laws of Hong Kong) other than with respect to Notes which are or are
intended to be disposed of only to persons outside Hong Kong or only to "professional investors"
as defined in the Securities and Futures Ordinance and any rules made thereunder.
USE OF TERMS AND CONVENTIONS
Unless otherwise specified or the context requires otherwise in these Listing Particulars:

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 "2019 Refinancing" are to the refinancing that we implemented in March 2019,
which comprised the following transactions: (a) the issuance of the 2026 Notes and (b) the
redemption of the 2022 Notes;

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;

vii

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. The 2023 Notes will be redeemed in full with the proceeds
of this Offering;

References to the "2026 Notes" are to our 450 million 3.125% senior notes due 2026, issued
pursuant to an indenture dated as of March 26, 2019 in connection with the 2019 Refinancing;

References to the "2032 Notes" are to our US$250 million 7.50% unsecured guaranteed notes due
2032, of which US$221 million was outstanding as at December 2020;

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); the Broad Based Black Economic
Empowerment Act (No. 53 of 2003); and the Forest Sector Code published under section 9 of the
Broad Based Black Economic Empowerment Act;

References to "bleached chemi-thermo mechanical wood pulp" are to pulp manufactured using a
mechanical process used primarily in the paper and packaging industry;

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 these Listing Particulars;

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 "Convertible Bonds" are to our ZAR1,800 million 5.250% senior unsecured
convertible registered notes due 2025, which are convertible to ordinary shares of Sappi Limited.

References to "COVID-19" are to the infectious disease caused by severe acute respiratory
syndrome coronavirus 2, the pandemic resulting therefrom, which was continuing as of the date of
these Listing Particulars, and public health events related thereto;

References to "Delivery Costs Revenue Adjustment" are to shipping and delivery costs incurred in
connection with the sale of our products, which in accordance with IFRS 15 Revenue from
Contracts with Customers are set off against revenue based on agent accounting principles;

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 "HK$" are to the Hong Kong dollar, the lawful currency of the Hong Kong Special
Administrative Region of the People's Republic of China;

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;

viii

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 our sales volumes and market demand or, where
indicated, production capacity in a specified geographic region as of and for the fiscal year ended
September 27, 2020;

References to the "Matane Acquisition" are to the acquisition of the Matane hardwood pulp mill
from Rayonier Advanced Materials Inc. by Sappi for US$160 million, which closed in November
2019;

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, the OeKB
Term Loan Facility II and the OeKB Term Loan Facility III, collectively;

References to the "OeKB Term Loan Facility I" are to the 81.6 million term loan facility entered
into with, inter alios, 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, as amended on October 10, 2019, April 9, 2020, May 12, 2020,
October 30, 2020 and February 26, 2021;

References to the "OeKB Term Loan Facility II" are to the 150 million term loan facility entered
into with, inter alios, OeKB on June 20, 2017 in connection with the conversion project at the
Somerset Mill, as amended and restated on February 28, 2018, as amended on October 10, 2019,
April 9, 2020, May 12, 2020, October 30, 2020 and February 26, 2021;

References to the "OeKB Term Loan Facility III" are to the 74 million and CAD129 million term
loan facilities entered into with, inter alios, OeKB on October 31, 2019 in connection with the
Matane Acquisition, as amended on April 9, 2020, May 12, 2020, October 30, 2020 and February
26, 2021;

References to the "Offering" are to the issuance of the Notes offered hereby and the use of
proceeds therefrom as described in "Use of Proceeds";

References to "PM" are to individual paper machines;

References to "pulp integration" are to the amount of pulp that we have the capacity to produce at
our facilities, expressed as a percentage of the amount of pulp we require to operate our paper
production facilities at capacity, either globally or by region;

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 Sappi 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;
ix