form6k.htm
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 December, 2007
 
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 by furnishing the information contained in this Form, the registrant 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 SENS Announcement, dated December 12, 2007, announcing the granting of options and conditional share awards to directors of the Registrant and its subsidiaries, 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 and its subsidiaries filed December 23, 1999 and December 15, 2004 in connection with The Sappi Limited Share Incentive Scheme, (ii) the Section 10(a) Prospectus relating to the offer and sale of the Registrant and its subsidiaries’ shares to Participants under The Sappi Limited Share Incentive Scheme, (iii) the Registration Statements on Form S-8 of the Registrant and its subsidiaries 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 and its subsidiaries’ 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 highly cyclical nature of the pulp and paper industry; pulp and paper production, production capacity, input costs including raw material, energy and employee costs, and pricing levels in North America, Europe, Asia and southern Africa; any major disruption in production at the Group’s key facilities; changes in environmental, tax and other laws and regulations; adverse changes in the markets for the Group’s products; any delays, unexpected costs or other problems experienced with any business acquired or to be acquired; consequences of the Group’s leverage; adverse changes in the South African political situation and economy or the effect of governmental efforts to address present or future economic or social problems; and the impact of future investments, acquisitions and dispositions (including the financing of investments and acquisitions) and any delays, unexpected costs or other problems experienced in connection with dispositions. 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.
 
 
 
 
 
GRANTING OF CONDITIONAL SHARE AWARDS TO DIRECTORS OF
 
LISTED COMPANY
 
In terms of paragraph 3.63 of the Listings Requirements of the JSE Limited, we hereby provide the following information regarding the granting of conditional share awards by Sappi to the undermentioned directors of the Company and its major subsidiary companies:
 
 
 
Date of transaction  : 12 December 2007
     
Nature of transaction
 
:
 
 Grants of Conditional Share Awards in terms of theSappi Limited Performance Share Incentive Plan
     
Strike price : Nil
     
Vesting dates for
Conditional share awards 
 
:
 
12 December 2011
     
Class of security : Ordinary shares
Extent of interest  : Direct beneficial
     
 
The necessary authority in terms of 3.66 was obtained.

DIRECTOR’S NAME
COMPANY
NUMBER OF SHARES SUBJECT TO CONDITIONAL AWARDS
       
RJ
BOËTTGER
Sappi Limited
50,000
H
DE JONGH
Sappi Forest Products
16,000
BM
DICK
Sappi Forest Products
15,000
RD
HOPE
Sappi Fine Paper North America
35,000
JH
LABUSCHAGNE
Sappi Forest Products 
40,000
VAR
LUBBE
Sappi Forest Products
18,000
DM
MNCUBE
Sappi Forest Products
18,000
CM
MOWATT
Sappi Forest Products
15,000
A
ROSSI
Sappi Forest Products
15,000
MR
THOMPSON
Sappi Limited
40,000
AD
TUBB
Sappi Forest Products
20,000
G
VAN AARDE
Sappi Forest Products
10,000
AJW
VAN DER MERWE
Sappi Forest Products 
8,000
B
WIERSUM
Sappi Fine Paper Europe
40,000
 
 
 
 
 
 
GRANTING OF CONDITIONAL SHARE AWARDS TO DIRECTORS OF
 
LISTED COMPANY
 

In terms of paragraph 3.63 of the Listings Requirements of the JSE Limited, we hereby provide the following information regarding the granting of conditional share awards by Sappi to the undermentioned directors of the Company and its major subsidiary companies:
 
Date of transaction  : 12 December 2007
     
Nature of transaction
 
:
 
 Grants of Conditional Share Awards in terms of theSappi Limited Performance Share Incentive Plan
     
Strike price : Nil
     
Vesting dates for
Conditional share awards 
 
:
 
12 December 2011
     
Class of security : Ordinary shares
Extent of interest  : Direct beneficial
     

The necessary authority in terms of 3.66 was obtained.

DIRECTOR’S NAME
COMPANY
NUMBER OF SHARES SUBJECT TO CONDITIONAL AWARDS
       
LA
SWARTZ
Sappi Limited senior management
19,000

 
 
 
 
 
GRANTING OF OPTIONS TO DIRECTORS OF LISTED COMPANY
 

In terms of paragraph 3.63 of the Listings Requirements of the JSE Limited, we hereby provide the following information regarding the granting of options by Sappi to the undermentioned directors of the Company and its major subsidiary companies:
 
 Date of transaction  :  12 December 2007
     
Nature of transaction
 
:
 
Grants of Options in terms of the Sappi Limited Share Incentive Scheme
 
     
Strike price
 
 
:
 
 
R91,32 per share option
(Based on closing cum dividend share price on JSE on 3 December 2007, R93,50, less indicative dividend amount of R2,18 per share based on exchange rate on that day).
     
Vesting dates for Conditional share awards
:
Over 4 years
at a rate of 25% per annum commencing
12 December 2008
     
Class of security : Ordinary shares
Extent of interest  : Direct beneficial
     
 
The necessary authority in terms of 3.66 was obtained.

DIRECTOR’S NAME
COMPANY
NUMBER OF OPTIONS
VALUE
         
LJ
NEWMAN
Sappi International SA
4000
R365,280
DJ
O’CONNOR
Sappi Limited (Co Secretary)
3000
R273,960
J
PASSLER
Sappi International SA
5000
R456,600

ldocalldirectorsoptionsDEC2007
 
 
 
 
 

SIGNATURES

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:  December 18, 2007
 


SAPPI LIMITED,
 
by
  /s/  Laurence Newman
 
Name:  Laurence Newman
Title:    Group Financial Controller