Obligation Sappi Papier Holding AG 3.375% ( XS1117298676 ) en EUR

Sappi Papier Holding AG

100 % ▼

Afrique du Sud

XS1117298676 ( en EUR )

3.375% par an ( paiement semestriel )

31/03/2022 - Obligation échue

Prospectus brochure de l'obligation Sappi Papier Holding GmbH XS1117298676 en EUR 3.375%, échue

100 000 EUR

450 000 000 EUR

Sappi Papier Holding GmbH est une filiale du groupe Sappi, un producteur mondial de pâte à bois, de papier et de produits forestiers, spécialisé dans les papiers spéciaux et les papiers graphiques.

L'Obligation émise par Sappi Papier Holding AG ( Afrique du Sud ) , en EUR, avec le code ISIN XS1117298676, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2022

Offering memorandum
Not for general circulation in the United States
10NOV200809303226
Sappi Papier Holding GmbH
g450,000,000 33/8% Senior Secured Notes due 2022
Interest payable April 1 and October 1
Issue price: 100%
Sappi Papier Holding GmbH (the ``Issuer''), an Austrian limited liability company, issued
e450,000,000 aggregate principal amount of its 33/8% Senior Secured Notes due 2022 (the ``notes'').
The Issuer will pay interest on the notes semi-annually on April 1 and October 1 of each year,
beginning October 1, 2015. The notes will mature on April 1, 2022. Some or all of the notes may be
redeemed prior to April 1, 2018 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 1, 2018 at the redemption prices set forth in
this Offering Memorandum plus accrued and unpaid interest (if any) to the redemption date. In addition,
at any time prior to April 1, 2018, up to 35% of the aggregate principal amount of the notes may be
redeemed with the net proceeds of certain equity offerings at 103.375% of the principal amount thereof
plus accrued and unpaid interest (if any) to the redemption date, if at least 65% of the principal amount
of the notes remains outstanding.
All of the notes may also be redeemed at 100% of their principal amount plus accrued interest if at
any time the Issuer or any guarantor becomes obligated to pay withholding taxes as a result of a change
in law. Upon the occurrence of certain change of control events, each holder of notes may require the
Issuer to repurchase all or a portion of its notes.
The notes will be the Issuer's senior obligations. The notes will rank equally in right of payment with
all of the Issuer's existing and future senior debt and senior to any of the Issuer's future subordinated
debt. Sappi Limited, the parent company of the Issuer, and certain of the Issuer's subsidiaries will jointly
and severally guarantee the notes on a senior basis. The guarantees will be subject to contractual and
legal limitations, and may be released under certain circumstances. The notes will be secured by first-
priority security interests, subject to Permitted Collateral Liens, over certain assets of the Issuer, Sappi
Limited and the subsidiary guarantors as described in this Offering Memorandum. The security interests
will be subject to limitations under applicable laws and may be released under certain circumstances.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange for trading
on the Euro MTF market.
Investing in the notes involves risks that are described in the ``Risk Factors'' section beginning
on page 18 of this Offering Memorandum. This Offering Memorandum constitutes a prospectus for
the purposes of the Luxembourg Law dated July 10, 2005 on Prospectuses for Securities, as
amended.
The notes have not been registered under the U.S. Securities Act of 1933, as amended (the
``Securities Act''), or the securities laws of any other jurisdiction. Unless they are registered, the notes
may be offered only in transactions that are exempt from registration under the Securities Act.
Accordingly, we are offering the notes only to qualified institutional buyers under Rule 144A and to
non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. For
further details about eligible offerees and resale restrictions, see ``Notice to Investors''.
Delivery of the notes was made to investors in book-entry form through Euroclear Bank SA/NV
(``Euroclear'') and Clearstream Banking, soci´
et´
e anonyme (``Clearstream'') on March 23, 2015. Interests
in each global note are exchangeable for the relevant definitive notes only in certain limited
circumstances. See ``Book-Entry, Delivery and Form''.
Joint Global Coordinating Bookrunners
Cr´
edit Agricole CIB
J.P. Morgan
UniCredit Bank
Joint Lead Managers and Bookrunners
Citigroup
Erste Group
KBC Bank NV
The Royal Bank of
Standard Chartered
Scotland
Bank
April 2, 2015

TABLE OF CONTENTS
Page
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Use of Terms and Conventions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
Currency of Presentation and Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
Use of Non-GAAP Financial Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Selected Consolidated Financial and Other Information of the Sappi Group . . . . . . . . . . . . .
44
Management's Discussion and Analysis of Financial Condition and Results of Operations . . .
47
The Pulp and Paper Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
Our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
Major Shareholders and Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Description of Other Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
223
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
228
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
236
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
238
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
242
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
243
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
244
Enforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
245
Limitations on Validity and Enforceability of the Guarantees and Security Interests and
Certain Insolvency Law Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
246
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
283
Index to Historical Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
Delivery of the notes was made against payment on the notes on the date specified on the
cover page of this Offering Memorandum, which was seven 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+7''). See ``Plan of Distribution''.
i

NOTICE TO INVESTORS
THE NOTES AND THE GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES 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 SECURITIES ACT PROVIDED BY RULE 144A UNDER
THE SECURITIES ACT.
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, 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 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.
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
ii

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 the Offering Memorandum, see ``--Notice to
Investors in the European Economic Area'', ``--Notice to South African Investors'' and ``Transfer
Restrictions''. By possessing this Offering Memorandum 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 the 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 pursuant to Rule 144A
under the Securities Act (``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, 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, soci´
et´
e anonyme (``Clearstream''). The notes sold outside the United States
pursuant to Regulation S under the Securities Act 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, 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 e100,000 and any integral multiple of e1,000 in
excess of e100,000. Notes in denominations of less than e100,000 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.
iii

IN CONNECTION WITH THIS ISSUE, J.P. MORGAN SECURITIES PLC 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''.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
The Offering Memorandum and the offer when made are only addressed to and directed at
persons in member states of the European Economic Area (the ``EEA'') who are ``qualified
investors'' within the meaning of Article 2(1)(e) of the Prospectus Directive. This Offering
Memorandum has been prepared on the basis that all offers of notes will be made pursuant to an
exemption under Article 3(2) of the Prospectus Directive, as implemented in member states of the
EEA, from the requirement to produce a prospectus for offers of notes. Accordingly, any person
making or intending to make any offer within the EEA of the notes should only do so in
circumstances in which no obligation arises for us or any of the initial purchasers to produce a
prospectus for such offer. We and the initial purchasers have not authorized, nor do we authorize,
the making of any offer of notes through any financial intermediary, other than offers made by the
initial purchasers, which constitute the final placement of the notes contemplated in this Offering
Memorandum.
The expression ``Prospectus Directive'' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the relevant member
state), and includes any relevant implementing measure in the relevant member state, and the
expression ``2010 PD Amending Directive'' means Directive 2010/73/EU.
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. Neither this Offering
Memorandum nor any other document connected therewith constitutes a prospectus according to
the Austrian Capital Markets Act 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; or (b) to fewer than 150 natural or legal
persons per member state (other than qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the Issuer; 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. 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
iv

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 (``Autorit´
e des services et march´
es financiers/Autoriteit voor
financi¨
ele 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, 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 e100,000 (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 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 who
(i) 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) are persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons
to whom an invitation or inducement to engage in investment activity (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''). This Offering Memorandum is directed
only at relevant persons and must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this document relates is available only to
relevant persons and will be engaged in only with relevant persons. The notes are being offered
solely to ``qualified investors'' within the meaning of Article 2(1)(e) of the Prospectus Directive and
accordingly the offer of notes is not subject to the obligation to publish a prospectus within the
meaning of Article 3 of the Prospectus Directive.
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
v

Memorandum nor any other offering or marketing material relating to the notes constitutes a
prospectus as such term is understood pursuant to article 652a 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.
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 (``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.
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 subsidiaries;
· References to the ``Refinancing'' are to the issuance of the notes pursuant to this offering
and the use of proceeds therefrom together with drawings under the Amended and Restated
Revolving Credit Facility and cash on hand to redeem e250 million in aggregate principal
amount of our 2018 Notes and US$300 million in aggregate principal amount of our 2019
Notes;
· References to the ``2011 Refinancing'' are to the refinancing that we implemented in April
2011 which was comprised of the following transactions: (a) the issuance of the 2018 Notes
and 2021 Notes, (b) the redemption of the remaining US$350 million of our US$500 million
6.75% unsecured guaranteed notes due 2012, (c) the repayment of e200 million of the
outstanding borrowings under a e400 million term loan facility and (d) the increase of our
revolving credit facility from e209 million to e350 million and extension of maturity from 2012
to 2016;
· References to the ``2012 Refinancing'' are to the refinancing that we implemented in July
2012 which was comprised of the following transactions: (a) the issuance of the 2017 Notes
and 2019 Notes, (b) the redemption of US$700 million equivalent in aggregate principal
amount of our US$300 million 12.00% senior secured notes due 2014 and our e350 million
11.75% senior secured notes due 2014 and (c) entry into the OeKB Term Loan Facility;
· References to the ``Indenture'' are to the indenture governing the notes;
· References to the ``2017 Notes'' are to our US$400 million 7.75% senior secured notes due
2017, issued in connection with the 2012 Refinancing;
· References to the ``2018 Notes'' are to our e250 million 6.625% senior secured notes due
2018, issued in connection with the 2011 Refinancing;
· References to the ``2019 Notes'' are to our US$300 million 8.375% senior secured notes due
2019, issued in connection with the 2012 Refinancing;
· References to the ``2021 Notes'' are to our US$350 million 6.625% senior secured notes due
2021, issued in connection with the 2011 Refinancing;
· References to the ``2032 Notes'' are to our US$250 million 7.50% unsecured guaranteed
notes due 2032;
· References to the ``Existing Revolving Credit Facility'', ``Amended and Restated Revolving
Credit Facility'', and ``Intercreditor Agreement'' are to the facilities and agreement described
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in the section entitled ``Description of Other Financing Arrangements'' included elsewhere
herein;
· References to the ``OeKB Term Loan Facility'' are to the e136 million term loan facility
entered into with Oesterreichische Kontrollbank Aktiengesellschaft (``OeKB'') in connection
with the 2012 Refinancing;
· 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 ``IFRS'' are to the International Financial Reporting Standards, as issued by the
International Accounting Standards Board (``IASB''), when used in relation to the Group
financial statements of Sappi Limited, or to the International Financial Reporting Standards,
as issued by the IASB and as adopted by the European Union, when used in relation to the
consolidated financial statements of Sappi Papier Holding GmbH;
· 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 ``North America'' are to the United States, Canada and the Caribbean;
· References to ``Latin America'' are to the countries located on the continent of South America
and Mexico;
· 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 ``US dollar(s)'', ``dollar(s)'', ``US$'', ``$'' and ``US cents'' are to United States
dollars and cents, the currency of the United States;
· References to ``euro'', ``EUR'' and ``e'' are to the currency of those countries in the European
Union that form part of the common currency of the euro;
· References to ``UK pounds sterling'', ``GBP'' and ``£'' are to United Kingdom pounds sterling,
the currency of the United Kingdom;
· 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 ``tons'' are to metric tons (approximately 2,204.6 pounds or 1.1 short tons);
· References to ``market share'' are based on sales volumes in a specified geographic region
during the fiscal year ended September 28, 2014;
· References to ``NBSK'' are to northern bleached softwood kraft pulp frequently used as a
pricing benchmark for pulp;
· 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 ``groundwood'' or 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 ``woodfree paper'' are to paper made from chemical pulp, which is pulp made
from wood fiber that has been produced in a chemical process; and
· References to ``PM'' are to individual paper machines.
Except as otherwise indicated, in this Offering Memorandum the amounts of ``capacity'' or
``production capacity'' of our facilities or machines are based upon our best estimates of production
capacity at the date of this Offering Memorandum. Actual production by machines may differ from
production capacity as a result of products produced, variations in product mix and other factors.
Certain market share information and other statements presented herein regarding our position
relative to our competitors with respect to the manufacture or distribution of particular products are
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not based on published statistical data or information obtained from independent third parties, but
reflects our best estimates. We have based these estimates on information obtained from our
customers, trade and business organizations and associations and other contacts in our industries.
Unless otherwise provided in this Offering Memorandum, trademarks identified by are
registered trademarks of Sappi Limited or our subsidiaries.
FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, statements contained in this Offering
Memorandum may constitute ``forward-looking statements'' within the meaning of the United States
Private Securities Litigation Reform Act of 1995.
The words ``believe'', ``anticipate'', ``expect'', ``intend'', ``estimate'', ``plan'', ``assume'',
``positioned'', ``will'', ``may'', ``should'', ``risk'' and other similar expressions, which are predictions of
or indicate future events and future trends and which do not relate to historical matters, identify
forward-looking statements. In addition, this document includes forward-looking statements relating
to our potential exposure to various types of market risks, such as interest rate risk, foreign
exchange rate risk and commodity price risk. You should not rely on forward-looking statements
because they involve known and unknown risks, uncertainties and other factors which are in some
cases beyond our control and may cause our actual results, performance or achievements to differ
materially from anticipated future results, performance or achievements expressed or implied by
such forward-looking statements (and from past results, performance or achievements). Certain
factors that may cause such differences include but are not limited to:
· the highly cyclical nature of the pulp and paper industry (and the factors that contribute to
such cyclicality, such as levels of demand, production capacity, production, input costs
including raw material, energy and employee costs, and pricing);
· the impact on our business of adverse changes in global economic conditions;
· unanticipated production disruptions (including as a result of planned or unexpected power
outages);
· changes in environmental, tax and other laws and regulations;
· adverse changes in the markets for our products;
· the emergence of new technologies and changes in consumer trends including increased
preferences for digital media;
· consequences of our leverage, including as a result of adverse changes in credit markets
that affect our ability to raise capital when needed;
· adverse changes in the political situation and economy in the countries in which we operate
or the effect of governmental efforts to address present or future economic or social
problems;
· the impact of restructurings, investments, acquisitions, dispositions and other strategic
initiatives (including related financing), any delays, unexpected costs or other problems
experienced in connection with dispositions or with integrating acquisitions or implementing
restructurings or other strategic initiatives, and achieving expected savings and synergies;
· currency fluctuations; and
· risks related to the notes and the guarantees.
These factors are fully discussed in this Offering Memorandum. For further discussion on these
factors, see ``Risk Factors'', ``Our Business'', ``Management's Discussion and Analysis of Financial
Condition and Results of Operations'' and note 31 to our Group annual financial statements for the
year ended September 2014 included elsewhere in this Offering Memorandum. You are cautioned
not to place undue reliance on these forward-looking statements. These forward-looking statements
are made as of the date of this Offering Memorandum and are not intended to give any assurance
as to future results. We undertake no obligation to publicly update or revise any of these forward-
looking statements, whether to reflect new information or future events or circumstances or
otherwise.
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PRESENTATION OF FINANCIAL INFORMATION
With regard to Sappi, unless otherwise specified, all references in this Offering Memorandum to
a ``fiscal year'' and ``year ended'' of Sappi Limited refer to a twelve-month financial period. All
references in this Offering Memorandum to fiscal 2014, fiscal 2013, fiscal 2012, fiscal 2011 or fiscal
2010, or the years ended September 2014, 2013, 2012, 2011 or 2010 refer to Sappi Limited's
twelve-month financial periods ended on September 28, 2014, September 29, 2013, September 30,
2012, October 2, 2011 and September 26, 2010, respectively. References to September 2014,
September 2013, September 2012, September 2011 or September 2010 represent amounts as at,
respectively, September 28, 2014, September 29, 2013, September 30, 2012, October 2, 2011 and
September 26, 2010. References to the three months ended December 2014 and 2013 refer to the
periods from September 29, 2014 to December 28, 2014 and September 30, 2013 to December 29,
2013, respectively. References to December 2014 and December 2013 represent amounts as at,
respectively, December 28, 2014 and December 29, 2013. Our Group annual financial statements
included elsewhere in this Offering Memorandum have been prepared in conformity with IFRS as
issued by the IASB.
With regard to the Issuer, unless otherwise specified, all references in this Offering
Memorandum to fiscal 2014 or fiscal 2013, or the years ended September 2014 or 2013, refer to
the Issuer's twelve-month financial periods ended on September 28, 2014 and September 29, 2013,
respectively. The Issuer's annual consolidated financial statements as of and for the years ended
September 2014 and September 2013, included elsewhere in this Offering Memorandum, have
been prepared in conformity with the IFRS as issued by the IASB and as adopted by the European
Union.
The Group's audited financial statements as of and for the years ended September 2014, 2013
and 2012 and its unaudited financial statements for the three months ended December 2014 and
December 2013 are set forth in the F-pages of this Offering Memorandum. The Group's audited
consolidated financial statements as of and for the years ended September 2014, 2013 and 2012
included in the F-pages to this Offering Memorandum have been extracted from our annual reports
for fiscal 2014, 2013 and 2012, respectively, although page references have been modified solely
for the convenience of the reader. The Group restated its consolidated financial statements as of
and for the years ended September 2013 and 2012 as described in note 2.6 to our consolidated
financial statements as of and for the year ended September 2014 to reflect the adoption of IAS 19
(Revised) Employee Benefits (``IAS 19 (Revised)'') and IFRS 10 Consolidated Financial Statements
(``IFRS 10''), each of which was adopted by the Group for the year ended September 2014. The
amendments to IAS 19 (Revised) require the recognition of changes in defined benefit obligations
and in fair value of plan assets when they occur, and hence eliminate the ``corridor approach''
permitted under the previous version of IAS 19 and accelerate the recognition of past service costs.
The interest cost and expected return on plan assets used in the previous version of IAS 19 are
replaced with a net interest amount under the revised standard, which is calculated by applying the
discount rate to the net defined benefit liability or asset. As a result of the changes to the standard,
the Group has elected to disclose net interest, the components of which were previously disclosed
in operating profit, in finance costs. IFRS 10 provides a single consolidation model that identifies
control as the basis for consolidation for all types of entities. An investor controls an investee when
the investor is exposed or has rights to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee. Additionally, specified
assets or a portion of an investee that is considered to be a deemed separate entity should be
consolidated provided that those assets are in substance ring-fenced from other creditors.
Following a recent interpretation of a discussion paper issued by the Financial Services Board in
South Africa (which states that, although the insurance industry is governed by contractual
arrangements, cell captives are not legally ring-fenced in the event of liquidation), the Group
consequently deconsolidated its assets with its South African insurer. The Group's unaudited
condensed consolidated financial statements as of and for the three months ended December 2013
did not reflect this change. However, the comparative information for the three months ended
December 2013 presented in the unaudited condensed consolidated Group financial statements as
of and for the three months ended December 2014 included in the F-pages of this Offering
Memorandum was restated to reflect this interpretation.
As such, (a) the consolidated financial information as of and for the year ended September
2014 presented in this Offering Memorandum has been derived from our 2014 audited consolidated
ix