FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report of
Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under the
Securities Exchange Act of 1934
For the
month of March 2010
Commission
file number: 1-14872
SAPPI
LIMITED
(Translation
of registrant’s name into English)
48
Ameshoff Street
Braamfontein
Johannesburg
2001
REPUBLIC
OF SOUTH AFRICA
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
|
Form
20-F
|
X
-------
|
Form
40-F
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b) (1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b) (7):
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
|
Yes
|
No
|
X
-------
|
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
INCORPORATION
BY REFERENCE
Sappi
Limited’s information below is furnished by the Registrant under this Form 6-K
is incorporated by reference into (i) the Registration Statements on Form S-8 of
the Registrant filed December 23, 1999, December 15, 2004 and February 2, 2010
in connection with The Sappi Limited Share Incentive Scheme, (ii) the Section
10(a) Prospectus relating to the offer and sale of the Registrant’s shares to
Participants under The Sappi Limited Share Incentive Scheme, (iii) the
Registration Statements on Form S-8 of the Registrant filed December 15, 2004
and December 21, 2005 in connection with The Sappi Limited 2004 Performance
Share Incentive Plan and (iv) the Section 10(a) Prospectus relating to the offer
and sale of the Registrant’s shares to Participants under The Sappi Limited 2004
Performance Share Incentive Plan.
FORWARD-LOOKING
STATEMENTS
In order
to utilize the “Safe Harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995 (the “Reform Act”), Sappi Limited (the “Company”)
is providing the following cautionary statement. Except for historical
information contained herein, statements contained in this Report on Form 6-K
may constitute “forward-looking statements” within the meaning of the Reform
Act. 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, which do not relate to historical matters, identify forward-looking
statements. In addition, this Report on Form 6-K may include forward-looking
statements relating to the Company’s potential exposure to various types of
market risks, such as interest rate risk, foreign exchange rate risk and
commodity price risk. Reliance should not be placed on forward-looking
statements because they involve known and unknown risks, uncertainties and other
factors which are in some cases beyond the control of the Company, together with
its subsidiaries (the “Group”), and may cause the actual results, performance or
achievements of the Group 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 impact of
the global economic downturn, the risk that the European acquisition (the
“Acquisition”) will not be integrated successfully or such integration may be
more difficult, time consuming or costly than expected, expected revenue
synergies and cost savings from the Acquisition may not be fully realized or
realized within the expected time frame, revenues following the Acquisition may
be lower than expected, any anticipated benefits from the consolidation of the
European paper business may not be achieved, 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, possible
early termination of alternative fuel tax credits, unanticipated production
disruptions (including as a result of planned or unexpected power outages),
economic and political conditions in international markets, 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. These and other risks, uncertainties and factors are discussed in
the Company’s Annual Report on Form 20-F and other filings with and submissions
to the Securities and Exchange Commission, including this Report on Form 6-K.
Shareholders and prospective investors are cautioned not to place undue reliance
on these forward-looking statements. These forward-looking statements are made
as of the date of the submission of this Report on Form 6-K and are not intended
to give any assurance as to future results. 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.
We have
included in this announcement an estimate of total synergies from the
Acquisition and the integration of the acquired business into our existing
business. The estimate of synergies is based on assumptions which in the view of
our management were prepared on a reasonable basis, reflect the best currently
available estimates and judgments, and present, to the best of our management's
knowledge and belief, the expected course of action and the expected future
financial impact on our performance due to the Acquisition. However, the
assumptions about these expected synergies are inherently uncertain and, though
considered reasonable by management as of the date of preparation, are subject
to a wide variety of significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially from those
contained in this estimate of synergies. There can be no assurance that we will
be able to successfully implement the strategic or operational initiatives that
are intended, or realize the estimated synergies. This synergy estimate is not a
profit forecast or a profit estimate and should not be treated as such or relied
on by shareholders or prospective investors to calculate the likely level of
profits or losses for Sappi for the fiscal 2010 or beyond.
 |
Sappi
Limited
|
Stock
Exchange Announcement
Sappi
Limited
(Registration
number 1936/008963/06)
(Incorporated in
the Republic of South Africa)
Share code :
SAP ISIN : ZAE000006284
(“Sappi” or the
“Company”)
02
March 2009
Sappi
Trading Update at the Annual General Meeting of 01 March 2010
Speaking today at
the Annual General Meeting, Sappi non-executive chairman Dr Danie Cronjé
provided the following update on trading conditions for the group:
We reported our
results for our first financial quarter on 28 January 2010 which reflected a
substantial improvement in operating profit excluding special items compared to
the equivalent quarter last year and to the prior quarter.
Looking forward we
see the same general outlook that we reported in our 2009 Annual Report and 2010
first quarter Results.
Conditions in our
major markets are expected to improve gradually in 2010, resulting in rising
demand for our products. Although we expect demand and our capacity
utilisation to improve compared to financial 2009, we do not expect demand to
return to 2008 levels. We will therefore continue to manage our
output to meet customer demand. Current indications are that recovery
of coated mechanical paper is lagging that of coated woodfree paper, which will
negatively impact our European business.
Input prices for
our raw materials and energy are likely to continue rising. The strong demand
for pulp and chemical cellulose, accompanied by rising prices, is expected to
have a favourable effect on the South African and North American businesses,
which are net pulp sellers.
Increased pulp
prices are, however, expected to result in rising costs for our European
business, which purchases more than half of its pulp requirements. As
a result of the very low prices of coated woodfree paper, good capacity
utilisation and these cost pressures, we have announced price increases of at
least 10% for coated woodfree paper in Europe with effect from March
2010.
The achievement of
synergies from our European acquisition last year is already close to our target
to achieve €120 million per annum within 3 years. This, together with
our cost reduction initiatives, mill and capacity closures over the past year,
is expected to help us to offset rising input costs.
We continue to
expect an improvement in operating profitability excluding special items in
financial 2010. While we continue to face volatile market conditions
and our finance costs will be substantially higher than in the past, we believe
we are on the way to improved profitability and returns and lower debt
levels.
1
Looking
specifically at the second financial quarter –
We completed a
scheduled major pulp mill maintenance shut at Ngodwana Mill, and a 5 day shut at
Saiccor Mill in Southern Africa, during January and February 2010, which will
negatively impact our result during the second financial quarter.
In Europe the
Stockstadt coated woodfree paper machine, which was shut as a result of an
electrical fire in December, is expected to restart towards the end of March
2010. The cost of restoration and business interruption is expected
to be approximately US$30 million (not €30 million as reported in January), most
of which is self-insured.
It will be too
early to see any major impact from the price increase in Europe in the financial
results for the quarter ending March.
We expect the
operating profit excluding special items in our second financial quarter to
remain positive but to be below the level achieved in the first
quarter.
END
For further
information contact:
Robert
Hope
Group Head
Strategic Development
Sappi
Limited
Tel +27 (0) 11 407
8492
Robert.Hope@sappi.com
André F
Oberholzer
Group Head
Corporate Affairs
Sappi
Limited
Tel +27 (0) 11 407
8044
Mobile +27 (0) 83
235 2973
Andre.Oberholzer@sappi.com
Or Brunswick South
Africa Tel + 27 (0) 11 502 7300
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. 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, which do not relate
to historical matters, identify forward-looking statements. 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
risk that the Acquisition will not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected,
expected revenue synergies and cost savings from the Acquisition may not be
fully realized or realized within the expected time frame, revenues following
the Acquisition may be lower than expected, any anticipated benefits from the
consolidation of the European paper business may not be achieved, 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, possible early termination of alternative fuel tax credits,
unanticipated production disruptions (including as a result of planned or
unexpected power outages), economic and political conditions in international
markets, 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. 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.
2
We have included in
this announcement an estimate of total synergies from the Acquisition and the
integration of the acquired business into our existing business. The estimate of
synergies is based on assumptions which in the view of our management were
prepared on a reasonable basis, reflect the best currently available estimates
and judgments, and present, to the best of our management’s knowledge and
belief, the expected course of action and the expected future financial impact
on our performance due to the Acquisition. However, the assumptions about these
expected synergies are inherently uncertain and, though considered reasonable by
management as of the date of preparation, are subject to a wide variety of
significant business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those contained in this
estimate of synergies. There can be no assurance that we will be able to
successfully implement the strategic or operational initiatives that are
intended, or realise the estimated synergies. This synergy estimate is not a
profit forecast or a profit estimate and should not be treated as such or relied
on by shareholders or prospective investors to calculate the likely level of
profits or losses for Sappi.
3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: March
2, 2010
| SAPPI LIMITED, | |||
|
|
by
|
/s/ L. Newman | |
| Name: L. Newman | |||
| Title: Group Financial Controller | |||