Issue of Debt
20 July 2009 - 4:27PM
UK Regulatory
TIDMSAZ
RNS Number : 9272V
Sappi Ld
20 July 2009
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| | Sappi Limited |
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Announcement
Immediate release
NOT FOR DISTRIBUTION TO U S NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF U S SECURITIES LAW.
Sappi Announces US$500 Million Senior Secured Notes Offering
20 July 2009
Sappi Limited today announced the offering of approximately US$500 million
aggregate principal amount of senior secured notes due 2014 in an offering that
is exempt from the registration requirements of the U S Securities Act of 1933,
as amended (the "Securities Act"). The notes will be issued by PE Paper Escrow
GmbH (the "issuer"), a special purpose Austrian limited liability company.
The proceeds of the offering are expected to be immediately placed into escrow
by the issuer. The conditions to release the proceeds from escrow include the
refinancing of Sappi's existing revolving credit facility and the establishment
of a new revolving credit facility, the replacement of Sappi's existing OeKB
term loan facility with a new OeKB term loan facility, the amendment of certain
other debt facilities of Sappi, and other customary conditions. Upon
satisfaction of the escrow conditions, the issuer will become an indirect wholly
owned subsidiary of Sappi Limited and the notes will be guaranteed by Sappi
Limited and certain of its subsidiaries and secured with, together with the new
revolving credit facility, the new OeKB term loan facility and certain other
indebtedness of Sappi, first-priority security interests over certain assets of
Sappi Limited and its subsidiaries.
This offering is one component of a refinancing that Sappi is undertaking in
order to improve its debt maturity profile and strengthen its balance sheet. As
part of the refinancing, Sappi will also enter into a new revolving credit
facility in an amount of EUR250 million (which may be increased up to EUR400
million) and a new OeKB term loan facility in an amount of up to EUR400 million.
Sappi intends to use the proceeds from the offering of the notes, drawings under
the new OeKB term loan facility and a portion of its available cash to repay all
drawings under the existing revolving credit facility, all amounts outstanding
under the existing OeKB term loan facility and other indebtedness.
The notes are being offered to qualified institutional buyers in accordance with
Rule 144A under the Securities Act and outside the United States in accordance
with Regulation S under the Securities Act. Any offers of the notes will be made
only by means of a private offering memorandum. The notes have not been
registered under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
This notice does not constitute an offer to sell or the solicitation of an offer
to buy securities.
This press release shall not constitute an offer to sell or a solicitation of an
offer to purchase any securities in the Unites States, and shall not constitute
an offer, solicitation or sale in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful. The securities may not be
offered or sold in the United States absent registration under the Securities
Act of 1933 or an applicable exemption from registration requirements. Any
public offering of securities to be made in the United States will be made by
means of a prospectus that may be obtained from the issuer and that will contain
detailed information about the company and management, as well as financial
statements. This press release is being issued pursuant to and in accordance
with Rule 135e under the Securities Act.
Forward-looking statements
Certain statements in this release that are neither reported financial results
nor other historical information, are forward-looking statements, including but
not limited to statements that are predictions of or indicate future earnings,
savings, synergies, events, trends, plans or objectives. Undue reliance should
not be placed on such statements because, by their nature, they are subject to
known and unknown risks and uncertainties and can be affected by other factors,
that could cause actual results and company plans and objectives to differ
materially from those expressed or implied in the forward-looking statements (or
from past results). Such risks, uncertainties and factors include, but are not
limited to, the impact of the global economic downturn, 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), adverse
changes in the markets for the group's products, consequences of substantial
leverage, including as a result of adverse changes in credit markets that affect
our ability to raise capital when needed, changing regulatory requirements,
unanticipated production disruptions, 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
investments, acquisitions and dispositions (including related financing), any
delays, unexpected costs or other problems experienced with integrating
acquisitions and achieving expected savings and synergies and currency
fluctuations. The company undertakes 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.
Contact details
Brunswick South Africa Tel +27 (0) 11 502 7300
Robert Hope
Group Head Strategic Development
Sappi Limited
Tel +27 11 407 8492
e-Mail Robert.Hope@sappi.com
André F Oberholzer
Group Head Corporate Affairs
Sappi Limited
Tel +27 11 407 8044
Mobile +27 83 235 2973
e-Mail Andre.Oberholzer@sappi.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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