Page 1
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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 February, 2009
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-
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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.

We have included in this announcement an estimate of total synergies from the proposed
acquisition of M-real's coated graphic paper business and the integration of the acquired
business into our existing
business. The estimate of synergies that we expect to achieve
following the completion of the proposed acquisition 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 proposed acquisition. However, the assumptions about these expected
synergies are in herently 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 aprofit 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 200 9 or beyond.
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1st
quarter results for
the period ended
December 2008
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* for the period ended December 2008
** as at December 2008
Rest of World
Coated fine paper
69%
Uncoated fine paper
4%
Coated specialities
8%
Commodity paper
7%
Pulp
11%
Other
1%
North America
31%
Europe
47%
Southern Africa
22%
Sales by product group*
Sales by source*
North America
31%
Europe
42%
Southern Africa
14%
Asia and Other
13%
South Africa
77%
North America
11%
Europe and ROW
12%
Sales by destination*
Geographic ownership**
sappi
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// first quarter results
1
European acquisition completed on 31 December
(post quarter end)
Declining global demand leads to weak operating profit
Significant production curtailment in December
Coated paper prices increased in Europe;
under pressure elsewhere
Pulp prices declined more than US$200 per ton
Basic EPS 6 US cents (favourably impacted by
special items)
Financial summary
Quarter ended
Dec 2008
Dec 2007
Sept 2008
Key figures: (US$ million)
Sales
1,187
1,377
1,519
Operating profit
57
91
25
Special items – (gains) losses *
(32)
1
64
Operating profit excluding special items
25
92
89
EBITDA excluding special items ***
106
188
180
Basic EPS (US cents) ****
6
12
(9)
Net debt ** including rights offer cash
1,965
2,495
2,405
Net debt ** excluding rights offer cash
2,497
2,495
2,405
Key ratios: (%)
Operating profit to sales
4.8
6.6
1.6
Operating profit excluding special items to sales
2.1
6.7
5.9
Operating profit excluding special items to
Capital Employed (ROCE) **
2.6
8.8
8.5
EBITDA excluding special items to sales
8.9
13.7
11.8
Return on average equity (ROE) **
5.3
9.3
(7.8)
Net debt to total capitalisation ** including rights offer cash
51.3
58.3
60.0
Net debt to total capitalisation ** excluding rights offer cash
57.3
58.3
60.0
* Refer to page 10 for details on special items.
** Refer to page 19, Supplemental Information for the definition of the term.
*** Refer to page 20, Supplemental Information for the reconciliation of EBITDA excluding special items to profit for the period.
**** Comparative figures have been revised in accordance with IAS 33 to reflect the impact of the rights offer.
The table above has not been audited or reviewed.
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2
Commentary
Sales volumes declined 8% in the quarter compared to a year earlier as a result of the global market
downturn. Prices for coated paper increased relative to the prior quarter and a year earlier in Europe but
were under pressure in the USA and many other markets. Pulp prices, including prices for chemical
cellulose, fell sharply and by the end of the quarter NBSK prices were more than US$200 per ton lower
than at the end of the previous quarter.
Demand fell off sharply as the quarter progressed, resulting in lower sales in all our businesses, particularly
Saiccor. We took extensive production curtailment in December to match output to demand in addition to
major planned maintenance outages during the quarter.
Although the prices of energy, wood and chemicals declined, the impact was delayed as we worked
through higher cost inventories. Reduced production levels and stopping and starting our mills resulted in
less efficient raw material usage. Input costs therefore remained at a high level.
Operating profit for the quarter was US$57 million compared to US$91 million a year earlier and
US$25 million in the prior quarter. Special items for the quarter of US$32 million comprised favourable
plantation price fair value adjustments which resulted from lower costs of harvesting and delivering to
market, as energy costs fell, and higher wood prices. This compared with favourable special items of
US$1 million a year ago and unfavourable special items of US$64 million in the prior quarter. Operating
profit excluding special items was US$25 million for the quarter compared to US$92 million a year ago and
US$89 million in the prior quarter.
Net finance costs for the quarter were US$21 million, US$7 million lower than a year ago as a result of
lower interest rates, exchange gains and interest earned on the cash proceeds of the rights offer for
approximately 10 days, partly offset by the effect of interest capitalised a year ago.
The effective tax rate for the quarter was 36%, similar to a year ago. Taxation for the quarter includes
Secondary Tax on Companies of US$4 million relating to dividends declared in the quarter.
Basic EPS of 6 US cents per share for the quarter was favourably impacted by special items of 6 US cents
per share. Basic EPS a year ago was 12 US cents per share (revised to reflect the rights offer in
accordance with IAS 33).
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// first quarter results
3
Cash flow and debt
Cash generated from operations was US$95 million, down from US$155 million a year ago, as a result of
lower operating profit. Working capital increased US$96 million during the quarter compared to an increase
of US$133 million a year ago.
Following the commissioning of the Saiccor expansion we have contained capital expenditure to
maintenance and short pay back items throughout the group. The cash effect of investing activities
reduced to US$40 million compared to US$89 million a year ago.
We paid a dividend of US$37 million during the quarter prior to the rights offer. Historically dividends have
been paid early in the second quarter.
The net proceeds of the rights offer conducted during the quarter of approximately US$532 million were
received during December and were on hand at quarter end pending the completion of the acquisition of
M-real’s coated graphic paper business (the “European acquisition”) on 31 December 2008. Net debt
reported at quarter-end was therefore reduced by the additional cash on hand to US$2.0 billion from
US$2.4 billion at September 2008. Excluding the proceeds of the rights offer, net debt was US$2.5 billion.
Operating review for the quarter ended December 2008
compared to the quarter ended December 2007
Sappi Fine Paper
Quarter
Quarter                                             Quarter
ended
ended
ended
Dec 2008
Sept 2007
%
Sept 2008
US$ million
US$ million
change
US$ million
Sales
998
1,109
(10.0)
1,222
Operating profit
8
31
(74.2)
(80)
Operating profit to sales (%)
0.8
2.8
(6.5)
Special items
124
Operating profit excluding special items
8
31
(74.2)
44
Operating profit excluding special
items to sales (%)
0.8
2.8
3.6
EBITDA excluding special items
74
106
(30.2)
118
EBITDA excluding special items
to sales (%)
7.4
9.6
9.7
RONOA pa (%)
1.1
3.9
5.6
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4
Europe
Quarter
Quarter                                                                Quarter
ended
ended
%
%
ended
Dec 2008
Dec 2007
change
change
Sept 2008
US$ million
US$ million
(US$)
(Euro)
US$ million
Sales
561
638
(12.1)
(5.1)
680
Operating profit
13
19
(31.6)
(23.4)
(111)
Operating profit to sales (%)
2.3
3.0
(16.3)
Special items
(2)
123
Operating profit excluding
special items
13
17
(23.5)
(14.4)
12
Operating profit excluding
special items to sales (%)
2.3
2.7
1.8
EBITDA excluding special items
50
62
(19.4)
(13.1)
57
EBITDA excluding special
items to sales (%)
8.9
9.7
8.4
RONOA pa (%)
3.1
3.5
2.5
Volumes for the quarter were affected by deteriorating market conditions. The latest available industry
statistics for the quarter show an 11% year on year decline in coated woodfree paper deliveries in Europe
for the quarter. We took significant downtime in December to match supply to demand, which had an
unfavourable impact on margins.
We realised higher prices in Euro terms during the quarter with the average up 7% compared to a year
earlier.
Input prices are declining, particularly for pulp and energy; however, we will only benefit once higher-priced
raw material inventories have been utilised.
Blackburn Mill and Maastricht Mill’s Paper Machine No 5 ceased production during the quarter, reducing
our capacity of coated fine paper by 190,000 tons. The charges related to these closures were reported
in the quarter ended September 2008.
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// first quarter results
5
North America
Quarter
Quarter                                             Quarter
ended
ended
ended
Dec 2008
Sept 2007
%
Sept 2008
US$ million
US$ million
change
US$ million
Sales
363
384
(5.5)
433
Operating profit
(7)
11
(163.6)
30
Operating profit to sales (%)
(1.9)
2.9
6.9
Special items
2
1
Operating profit excluding
special items
(7)
13
(153.8)
31
Operating profit excluding
special items to sales (%)
(1.9)
3.4
7.2
EBITDA excluding special items
19
40
(52.5)
57
EBITDA excluding special
items to sales (%)
5.2
10.4
13.2
RONOA pa (%)
(2.6)
5.0
11.5
Demand declined sharply during the quarter for both paper and pulp and we curtailed a significant amount
of output to match the reduced demand. Industry shipments of coated fine paper show a decline of 18%
year on year for the quarter.
Prices for coated paper came under pressure towards the end of the quarter. Prices realised for pulp,
however, collapsed in line with the NBSK prices. Demand for pulp also declined sharply.
Major planned maintenance outages at the pulp mills, early in the quarter, had a further unfavourable
impact on operating profit in the quarter.
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6
South Africa
Quarter
Quarter                                                                Quarter
ended
ended
%
%
ended
Dec 2008
Dec 2007
change
change
Sept 2008
US$ million
US$ million
(US$)
(Rand)
US$ million
Sales
74
87
(14.9)
24.4
109
Operating profit
2
1
100
185.7
1
Operating profit to sales (%)
2.7
1.1
0.9
Special items
Operating profit excluding
special items
2
1
100
185.7
1
Operating profit excluding
special items to sales (%)
2.7
1.1
0.9
EBITDA excluding special items
5
4
25
81.5
4
EBITDA excluding special
items to sales (%)
6.8
4.6
3.7
RONOA pa (%)
5.7
2.6
3.4
Sales volumes for the quarter were similar to a year earlier despite signs of weakening demand. In local
currency, prices were above last year. High input costs continued to put pressure on margins.
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// first quarter results
7
Forest Products
Quarter
Quarter                                                               Quarter
ended
ended
%
%
ended
Dec 2008
Dec 2007
change
change
Sept 2008
US$ million
US$ million
(US$)
(Rand)
US$ million
Sales
189
268
(29.5)
3.0
297
Operating profit
49
55
(10.9)
30.1
106
Operating profit to sales (%)
25.9
20.5
35.7
Special items
(32)
1
(60)
Operating profit excluding
special items
17
56
(69.6)
(55.5)
46
Operating profit excluding
special items to sales (%)
9.0
20.9
15.5
EBITDA excluding special items
32
77
(58.4)
(55.5)
63
EBITDA excluding special
items to sales (%)
16.9
28.7
21.2
RONOA pa (%)
4.3
12.9
10.7
Although the domestic sales of newsprint and packaging paper were lower than a year ago, prices in Rand
terms improved. The chemical cellulose business, however, was impacted by a substantial reduction in
demand as from December as a result of reduced demand for textiles, particularly in Asia. Prices for
chemical cellulose also fell, in line with NBSK prices which fell more than US$200 per ton during the
quarter. The approximately 30% decline of the exchange rate of the Rand relative to the US Dollar from
the September to the December quarter offset the US Dollar decline in NBSK prices. This, however, was
not sufficient to offset the combined effect of the sharp decline in pulp prices, lower demand for chemical
cellulose pulp and high input costs.
Production during the quarter was reduced by maintenance shuts at Ngodwana Mill and Usutu Mill and as
a result of a gas leak at Saiccor Mill.
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8
European acquisition
The European acquisition for an enterprise value of Euro 750 million, was completed on 31 December
2008, which was after our quarter end and is subject to minor adjustments for working capital and
assumed debt. Payment for the business comprised cash of Euro 400 million from the proceeds of the
rights offer conducted during the quarter (see Note 1), vendor loan notes of Euro 220 million, with
the balance made up of 11 million Sappi shares and assumed debt.
Action Plan and Outlook
The sharp decline in demand and the inventory reductions in the downstream supply chains for our
products in the latter part of the last quarter has continued in January in most of our businesses. The
impact on the sales of chemical cellulose was particularly sudden and is continuing.
In Europe demand for coated graphic paper was particularly weak in the first half of January. We curtailed
output by about 25% in January and will continue to match output to demand going forward. M-real has
announced that it will cease coated graphic paper production at Gohrsmühle and Hallein mills, which have
a capacity of 640,000 tons, by the end of April, which is expected to improve the industry supply/demand
balance. Pricing for coated paper in Europe remains firm.
The integration of the European acquisition is proceeding well. The focus remains on customer relations
and service, engaging our new and existing employees, integration of systems and delivery of synergies.
The enlarged business gives us greater flexibility to manage our output to match demand, to negotiate
improved input prices and to improve our service and product offering to customers. Although current
market conditions, and particularly a slow-down in demand, will make it more difficult to realise the
synergies in the short term, we remain confident that we should deliver the targeted Euro 120 million per
annum of synergies within 3 years.
In North America demand for coated paper was very low in the first weeks of January accompanied by
downward pressure on pricing. We continue to curtail production to match output to demand. In addition,
the weakness of pulp demand and the fall in pulp prices will impact the region’s profitability as it is a net
seller of pulp. Release paper is also experiencing weak markets particularly in China and to the US motor
industry. The North American business has taken steps to reduce its overhead costs and is exploring all
means to further streamline its operations to reduce its cost base.
We expect the Southern African fine paper and packaging paper businesses to continue to perform
moderately well. Demand in the local market has weakened less than global markets generally. We have
taken and will continue to take commercial downtime when necessary. The viscose grade chemical
cellulose and other exports, however, continue to be significantly affected by the major fall in demand and
sharp fall in prices which has continued into the current quarter. The additional capacity at Saiccor following
the commissioning of the expansion in September 2008 is not being utilised. We are therefore shutting
certain elements of the old plant to reduce output to match demand while utilising the more efficient new
plant as much as possible.
We expect input prices to continue to decline and for the reduction in our variable costs to accelerate as
our higher cost inventories are utilised. We continue to focus on managing input price reductions and more
efficient usage of raw materials. Curtailing output is likely to result in less efficient usage of raw materials,
which will slow the expected reduction in input costs. The European business, which is a major pulp
buyer, should benefit from the sharp fall in pulp prices. NBSK prices declined to US$610 per ton in January
from an average of US$739 for the quarter ended December 2008 and US$885 for the quarter
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ended September 2008. The other regions will, however, be unfavourably impacted by this. Following
the European acquisition the group is a net buyer of pulp. Our level of pulp integration is now
approximately 92%.
Our short term outlook is for difficult global economic conditions to continue and for these to be reflected
in demand for our products and our operating results. We do, however, expect some improvement in
demand levels from the very low levels experienced late last quarter and in the first part of January. The
operating profit excluding special items for the quarter ending March 2009 is expected to remain weak.
We will continue to prioritise cash flow management including managing inventory levels and reducing
capital expenditure to the minimum level needed to keep our assets in good condition.
We have implemented a number of actions which position the group well going forward, and we will
continue to act decisively to manage our business through the current turmoil.
The greater flexibility to manage output following the European acquisition, the improved efficiency of the
Saiccor mill combined with our actions to reduce input costs and reduction of fixed costs will all help deal
with current tough market conditions.
When market conditions improve, both the European acquisition and the Saiccor expansion will help us to
achieve the improvement in return on capital employed which we target.
On behalf of the board
R J Boëttger
M R Thompson
Director
Director
02 February 2009
sappi limited
(Registration number 1936/008963/06)
Issuer Code: SAVVI
JSE Code: SAP
ISIN: ZAE000006284
// first quarter results
9
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10
Other information (this information has not been reviewed)
special items
Special items cover those items which management believe are material by nature or amount to the operating
results and require separate disclosure. Such items would generally include profit or loss on disposal of property,
investments and businesses, asset impairments, restructuring charges, financial impacts of natural disasters and
non-cash gains or losses on the price fair value adjustment of plantations.
Special items, excluding interest and tax effects, for the relevant periods are:
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
US$ million
US$ million
Plantation price fair value adjustment
(34)
1
Restructuring provisions raised (released)
(1)
Profit on disposal of property, plant & equipment
(1)
(1)
Asset impairments
3
2
(32)
1
key regional figures
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
Metric tons
Metric tons
(000’s)
(000’s)
Sales volume
Fine Paper –
North America
330
373
Europe
556
624
Southern Africa
77
76
Total
963
1,073
Forest Products –   Pulp and paper operations
279
345
Forestry operations
242
200
Total
1,484
1,618
US$ million
US$ million
Sales
Fine Paper –
North America
363
384
Europe
561
638
Southern Africa
74
87
Total
998
1,109
Forest Products –   Pulp and paper operations
174
252
Forestry operations
15
16
Total
1,187
1,377
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// first quarter results
11
Other information (this information has not been reviewed)
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
US$ million
US$ million
Operating profit
Fine Paper –
North America
(7)
11
Europe
13
19
Southern Africa
2
1
Total
8
31
Forest Products
49
55
Corporate and other
5
Total
57
91
Special items – (gains) losses
Fine Paper –
North America
2
Europe
(2)
Total
Forest Products
(32)
1
Total
(32)
1
Operating profit excluding special items
Fine Paper –
North America
(7)
13
Europe
13
17
Southern Africa
2
1
Total
8
31
Forest Products
17
56
Corporate and other
5
Total
25
92
EBITDA excluding special items
Fine Paper –
North America
19
40
Europe
50
62
Southern Africa
5
4
Total
74
106
Forest Products
32
77
Corporate and other
5
Total
106
188
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12
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 risk that the European 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, 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. 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 of M-real’s
coated graphic paper business and the integration of the acquired business into our existing business. The
estimate of synergies that we expect to achieve following the completion of the acquisition 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 for fiscal 2009 or beyond.
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// first quarter results
13
Group income statement
Reviewed
Reviewed
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
Notes
US$ million
US$ million
% change
Sales
1,187
1,377
(14)
Cost of sales
1,042
1,197
Gross profit
145
180
(19)
Selling, general & administrative expenses
86
92
Other operating expenses
3
1
Share of profit from associates and joint ventures
(1)
(4)
Operating profit
3
57
91
(37)
Net finance costs
21
28
Net interest
31
37
Finance cost capitalised
(9)
Net foreign exchange gains
(7)
(1)
Net fair value (gain) loss on financial instruments
(3)
1
Profit before taxation
36
63
(43)
Taxation
13
21
Current
10
3
Deferred
3
18
Profit for the period
23
42
(45)
Basic earnings per share (US cents)
1
6
12
Weighted average number of shares in issue (millions)
1
383.0
361.6
Diluted basic earnings per share (US cents)
1
6
12
Weighted average number of shares on fully
diluted basis (millions)
1
385.5
365.0
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14
Group balance sheet
Reviewed
Reviewed
Dec 2008
Sept 2008
US$ million
US$ million
ASSETS
Non-current assets
4,049
4,408
Property, plant and equipment
3,081
3,361
Plantations
558
631
Deferred taxation
48
41
Other non-current assets
362
375
Current assets
2,275
1,701
Inventories
766
725
Trade and other receivables
568
702
Cash and cash equivalents
941
274
Total assets
6,324
6,109
EQUITY AND LIABILITIES
Shareholders’ equity
Ordinary shareholders’ interest
1,863
1,605
Non-current liabilities
2,503
2,578
Interest-bearing borrowings
1,819
1,832
Deferred taxation
354
399
Other non-current liabilities
330
347
Current liabilities
1,958
1,926
Interest-bearing borrowings
1,058
821
Bank overdraft
29
26
Other current liabilities
801
1,025
Taxation payable
70
54
Total equity and liabilities
6,324
6,109
Number of shares in issue at balance sheet date (millions)
504.8
229.2
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// first quarter results
15
Group cash flow statement
Reviewed
Reviewed
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
US$ million
US$ million
Profit for the period
23
42
Adjustment for:
Depreciation, fellings and amortisation
97
117
Taxation
13
21
Net finance costs
21
28
Post employment benefits
(8)
(14)
Other non-cash items
(51)
(39)
Cash generated from operations
95
155
Movement in working capital
(96)
(133)
Net finance costs
(44)
(59)
Taxation recovered (paid)
1
(7)
Dividends paid *
(37)
Cash utilised in operating activities
(81)
(44)
Cash utilised in investing activities
(40)
(89)
(121)
(133)
Cash effects of financing activities
793
223
Net movement in cash and cash equivalents
672
90
* Dividend no 85: 16 US cents per share paid on 28 November 2008
Group statement of recognised income and expense
Reviewed
Reviewed
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
US$ million
US$ million
Exchange differences on translation of foreign operations
(293)
(10)
Unrealised gain on cash flow hedge
32
Tax effect of cash flow hedge
(9)
2
Net expense recorded directly in equity
(270)
(8)
Profit for the period
23
42
Total recognised (expense) income for the period
(247)
34
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16
Notes to the group results
1.
Basis of preparation
The condensed financial statements have been prepared in accordance with International Accounting
Standard 34, Interim Financial Reporting. The accounting policies and methods of computation used in
the preparation of the results are consistent, in all material respects, with those used in the annual financial
statements for September 2008 which are compliant with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board.
The preliminary results for the three month period ended December 2008 as set out on pages 13 to 18 have
been reviewed in terms of the International Standard on Review Engagements 2410 by the group’s auditors,
Deloitte & Touche. Their unmodified review report is available for inspection at the company’s registered
offices.
In November and December 2008, Sappi conducted a renounceable rights offer of 286,886,270 new ordinary
shares of ZAR1.00 each to qualifying Sappi shareholders recorded in the shareholders register at the close
of business on Friday 21 November 2008, at a subscription price of ZAR20.27 per rights offer share in the
ratio of 6 rights offer shares for every 5 Sappi shares held. The rights offer was fully subscribed and
the shareholders received their shares on 15 December 2008. The rights offer raised ZAR5,8 billion which
was used to partly finance the acquisition of the coated graphic paper business of M-real and the related
costs.
Following the rights offer, prior period Basic and Diluted earnings per share have been restated for the bonus
element of the rights offer in accordance with IAS 33. Please refer to page 19, Supplemental Information for
a summary of this calculation.
2.
Reconciliation of movement in shareholders’ equity
Reviewed
Reviewed
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
US$ million
US$ million
Balance – beginning of period
1,605
1,816
Total recognised (expense) income for the period
(247)
34
Dividends declared
(37)
(73)
Rights issue net of directly attributable costs
536
Transfers to participants of the share purchase trust
3
2
Share based payment reserve
3
2
Balance – end of period
1,863
1,781
3.
Operating profit
Included in operating profit are the following non-cash items:
Depreciation and amortisation
81
96
Fair value adjustment on plantations (included in cost of sales)
Changes in volume
Fellings
16
21
Growth
(16)
(18)
3
Plantation price fair value adjustment
(34)
1
(34)
4
Included in other operating expenses are the following:
Asset impairments
3
2
Profit on disposal of property, plant & equipment
(1)
(1)
Restructuring provisions released
(1)
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// first quarter results
17
Notes to the group results
Reviewed
Reviewed
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
US$ million
US$ million
4.
Headline earnings per share *
Headline earnings per share (US cents) **
7
12
Weighted average number of shares in issue (millions) **
383.0
361.6
Diluted headline earnings per share (US cents) **
6
12
Weighted average number of shares on fully diluted basis (millions) **
385.5
365.0
Calculation of Headline earnings *
Profit for the period
23
42
Asset impairments
3
2
Profit on disposal of property, plant & equipment
(1)
Tax effect of above items
Headline earnings
25
44
* Headline earnings disclosure is required by the JSE Limited.
** Prior period headline earnings per share has been restated for the bonus element of the rights offer in accordance with IAS 33.
Please refer to page 19, Supplemental Information for a summary of this calculation.
5.
Capital expenditure
Property, plant and equipment
47
109
Dec 2008
Sept 2008
US$ million
US$ million
6.
Capital commitments
Contracted
111
76
Approved but not contracted
178
130
289
206
7.
Contingent liabilities
Guarantees and suretyships
44
38
Other contingent liabilities
7
7
51
45
8.
Material balance sheet movements
Plantations
The decrease in the value of plantations arises upon translation of the plantations from Rands to US Dollars.
Trade and other receivables and other current liabilities.
The lower operating performance has resulted in a reduction of both trade payables and trade receivables.
Interest-bearing borrowings and cash and cash equivalents
Included in cash and cash equivalents is US$532 million which is the net cash proceeds from the rights issue
(after directly attributable costs). During the quarter, the group also drew down US$70 million of its committed
facilities.
9.
Subsequent events
The acquisition of M-real’s coated graphic paper business for an enterprise value of Euro 750 million, was
completed on 31 December 2008, which was after our quarter end and is subject to minor adjustments for
working capital and assumed debt. Payment for the business comprised cash of Euro 400 million from the
proceeds of the rights offer conducted during the quarter (see Note 1), vendor loan notes of Euro 220 million,
with the balance made up of 11 million Sappi shares and assumed debt.
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18
Notes to the group results
Reviewed
Reviewed
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
US$ million
US$ million
% change
10.   Regional information
Sales
Fine Paper –
North America
363
384
(5)
Europe
561
638
(12)
Southern Africa
74
87
(15)
Total
998
1,109
(10)
Forest Products –  Pulp and paper operations
174
252
(31)
Forestry operations
15
16
(6)
Total
1,187
1,377
(14)
Operating profit
Fine Paper –
North America
(7)
11
Europe
13
19
(32)
Southern Africa
2
1
100
Total
8
31
(74)
Forest Products
49
55
(11)
Corporate and other
5
Total
57
91
(37)
Net operating assets
Fine Paper –
North America
1,100
1,029
7
Europe
1,599
1,991
(20)
Southern Africa
170
153
11
Total
2,869
3,173
(10)
Forest Products
1,456
1,830
(20)
Corporate and other
139
(38)
Total
4,464
4,965
(10)
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// first quarter results
19
Supplemental Information (this information has not been reviewed)
general definitions
Average – averages are calculated as the sum of the opening and closing balances for the relevant period divided
by two
Fellings – the amount charged against the income statement representing the standing value of the plantations
harvested
NBSK – Northern Bleached Softwood Kraft pulp. One of the main varieties of market pulp, mainly produced from
spruce trees in Scandinavia, Canada and north eastern USA. The NBSK is a benchmark widely used in the pulp
and paper industry for comparative purposes
SG&A – selling, general and administrative expenses
Non-GAAP measures
The group believes that it is useful to report certain non-GAAP measures for the following reasons:
–  these measures are used by the group for internal performance analysis;
–  the presentation by the group’s reported business segments of these measures facilitates comparability with
other companies in our industry, although the group’s measures may not be comparable with similarly titled
profit measurements reported by other companies; and
–  it is useful in connection with discussion with the investment analyst community and debt rating agencies.
These non-GAAP measures should not be considered in isolation or construed as a substitute for GAAP
measures in accordance with IFRS
Capital employed – shareholders’ equity plus net debt
EBITDA excluding special items – earnings before interest (net finance costs), taxation, depreciation,
amortisation and special items
European acquisition – the aquisition of M-real’s coated graphic business on 31 December 2008
Headline earnings – as defined in circular 8/2007 issued by the South African Institute of Chartered Accountants,
separates from earnings all separately identifiable re-measurements. It is not necessarily a measure of sustainable
earnings. It is a listing requirement of the JSE Limited to disclose headline earnings per share
Net debt – current and non-current interest-bearing borrowings, and bank overdraft (net of cash, cash equivalents
and short-term deposits)
Net debt to total capitalisation – net debt divided by capital employed
Net operating assets – total assets (excluding deferred taxation and cash and cash equivalents) less current
liabilities (excluding interest-bearing borrowings and bank overdraft)
Net assets – total assets less total liabilities
Net asset value per share – net assets divided by the number of shares in issue at balance sheet date
ROCE – return on average capital employed. Operating profit excluding special items divided by average capital
employed
ROE – return on average equity. Profit for the period divided by average shareholders’ equity
RONOA – return on average net operating assets. Operating profit excluding special items divided by average net
operating assets
Special items – special items cover those items which management believe are material by nature or amount to
the operating results and require separate disclosure. Such items would generally include profit or loss on disposal
of property, investments and businesses, asset impairments, restructuring charges, financial impacts of natural
disasters and non-cash gains or losses on the price fair value adjustment of plantations
The above financial measures are presented to assist our shareholders and the investment community in interpreting our financial results.
These financial measures are regularly used and compared between companies in our industry.
Restatement of earnings per share numbers for bonus element of rights issue
In accordance with IAS 33, prior period basic, headline and diluted earnings per share have been restated to take
into account the bonus element of the rights offer. The prior period weighted average number of shares has been
adjusted by a factor of 1.58 (the adjustment factor) for the issuance of 286,886,270 new ordinary shares of
ZAR1.00 each, at a subscription price of ZAR20.27 per rights offer share in the ratio of 6 rights offer shares for
every 5 Sappi shares held. The adjustment factor is calculated using the pre-announcement share price divided
by the theoretical ex-rights price (TERP). TERP is the [(Number of new shares multiplied by the Subscription price)
plus the (Number of shares held multiplied by the Ex-dividend share price)] all divided by the (Number of new
shares plus the number of shares held prior to the rights offer).
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20
Supplemental Information (this information has not been reviewed)
EBITDA excluding special items
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
US$ million
US$ million
Reconciliation of profit for the period to EBITDA excluding
special items
(1)
Profit for the period
23
42
Net finance costs
21
28
Taxation
13
21
Special items – (gains) losses
(32)
1
Operating profit excluding special items
25
92
Depreciation and amortisation
81
96
EBITDA excluding special items
(1)
106
188
Dec 2008
Sept 2008
US$ million
US$ million
Net debt including cash from rights offer (US$ million)
(2)
1,965
2,405
Net debt excluding cash from rights offer (US$ million)
(2)
2,497
2,405
Net debt to total capitalisation
(2)
including rights offer cash
51.3
60.0
Net debt to total capitalisation
(2)
excluding rights offer cash
57.3
60.0
Net asset value per share (US$)
(2)
3.69
7.00
(1)
In connection with the U.S. Securities Exchange Commission (“SEC”) rules relating to “Conditions for Use of Non-GAAP Financial
Measures”, we have reconciled EBITDA excluding special items to net profit rather than operating profit. As a result our definition retains
minority interest as part of EBITDA excluding special items.
Operating profit excluding special items represents earnings before interest (net finance costs), taxation and special items. Net finance
costs includes: gross interest paid; interest received; interest capitalised; net foreign exchange gains; and net fair value adjustments on
interest rate financial instruments. See the group income statement for an explanation of the computation of net finance costs. Special
items cover those items which management believe are material by nature or amount to the operating results and require separate
disclosure. Such items would generally include profit and loss on disposal of property, investments and businesses, asset impairments,
restructuring charges, financial impacts of natural disasters and non-cash gains or losses on the price fair value adjustment of plantations.
EBITDA excluding special items represents operating profit before depreciation, amortisation and special items.
We use both operating profit excluding special items and EBITDA excluding special items as internal measures of performance to
benchmark and compare performance, both between our own operations and as against other companies. Operating profit excluding
special items and EBITDA excluding special items are measures used by the group, together with measures of performance under IFRS,
to compare the relative performance of operations in planning, budgeting and reviewing the performances of various businesses.
We believe they are useful and commonly used measures of financial performance in addition to net profit, operating profit and other
profitability measures under IFRS because they facilitate operating performance comparisons from period to period and company to
company. By eliminating potential differences in results of operations between periods or companies caused by factors such as
depreciation and amortisation methods, historic cost and age of assets, financing and capital structures and taxation positions or regimes,
we believe both operating profit excluding special items and EBITDA excluding special items can provide a useful additional basis for
comparing the current performance of the operations being evaluated. For these reasons, we believe operating profit excluding special
items and EBITDA excluding special items and similar measures
are regularly used by the investment community as a means of comparison
of companies in our industry. Different companies and analysts may calculate operating profit excluding special items and EBITDA
excluding special items differently, so making comparisons among companies on this basis should be done very carefully. Operating profit
excluding special items and EBITDA excluding special items are not measures of performance under IFRS and should not be considered
in isolation or construed as a substitute for operating profit or net profit as indicators of the company’s operations in accordance with IFRS.
(2)
Refer to page 19, Supplemental Information for the definition of the term.
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// first quarter results
21
Supplemental Information (this information has not been reviewed)
summary rand convenience translation
Quarter
Quarter
ended
ended
Dec 2008
Dec 2007
% change
Key figures: (ZAR million)
Sales
11,702
9,293
26
Operating profit
562
614
(8)
Special items – (gains) losses *
(315)
7
Operating profit excluding special items
246
621
(60)
EBITDA excluding special items *
1,045
1,269
(18)
Basic EPS (SA cents)
59
81
(27)
Net debt * including rights offer cash
19,090
16,983
12
Net debt * excluding rights offer cash
24,258
16,983
43
Key ratios: (%)
Operating profit to sales
4.8
6.6
Operating profit excluding special items to sales
2.1
6.7
Operating profit excluding special items
to Capital Employed (ROCE)
1.8
5.8
EBITDA excluding special items to sales
8.9
13.7
Net debt to total capitalisation * including rights offer cash
51.3
58.3
Net debt to total capitalisation * excluding rights offer cash
57.3
58.3
* Refer to page 19, Supplemental Information for the definition of the term.
The above financial results have been translated into ZAR from US Dollars as follows:
Assets and liabilities at rates of exchange ruling at period end; and
Income, expenditure and cash flow items at average exchange rates.
exchange rates
Dec
Sept
June
March
Dec
2008
2008
2008
2008
2007
Exchange rates:
Period end rate: US$1 = ZAR
9.7148
8.0751
7.9145
8.1432
6.8068
Average rate for the Quarter: US$1 = ZAR
9.8584
7.8150
7.8385
7.4593
6.7488
Average rate for the YTD: US$1 = ZAR
9.8584
7.4294
7.3236
7.1465
6.7488
Period end rate: EUR 1 = US$
1.4064
1.4615
1.5795
1.5802
1.4717
Average rate for the Quarter: EUR 1 = US$
1.3471
1.5228
1.5747
1.5006
1.4556
Average rate for the YTD: EUR 1 = US$
1.3471
1.5064
1.5071
1.4790
1.4556
The financial results of entities with reporting currencies other than the US Dollar are translated into US Dollars as follows:
Assets and liabilities at rates of exchange ruling at period end; and
Income, expenditure and cash flow items at average exchange rates.
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22
US$
Jan 05
Apr 05
Jul 06
Oct 06
Jan 07
Apr 07
Jul 07
Oct 07
Jan 08
Apr 08
Oct 08
Jan 09
Jul 08
Jul 05
Oct 05
Jan 06
Apr 06
0
2
4
6
8
10
12
14
ZAR
Jan 05
Apr 05
Jul 06
Oct 06
Jan 07
Apr 07
Jul 07
Oct 07
Jan 08
Apr 08
Oct 08
Jan 09
Jul 08
Jul 05
Oct 05
Jan 06
Apr 06
0
10
20
30
40
50
60
70
80
90
Sappi ordinary shares* (JSE: SAP)
US Dollar share price conversion*
* Historic share prices revised to reflect rights offer
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// first quarter results
23
Notes
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24
Other interested parties can obtain printed copies of this report from:
South Africa:
United States:
Channel Islands:
Computershare Investor
ADR Depositary:
Capita Registrars
Services (Proprietary) Limited
The Bank of New York Mellon
(Jersey) Limited
70 Marshall Street
Investor Relations
12 Castle Street
Johannesburg 2001
PO Box 11258
St Helier,
PO Box 61051
Church Street Station
Jersey
Marshalltown 2107
New York, NY 10286-1258
JE2 3RT
Tel +27 (0)11 370 5000
Tel +1 610 382 7836
Tel +44 (0)208 639 3399
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Designed by
Printed by
INCE
this report is available on the Sappi website
www.sappi.com
background image
sappi
Printed on Magno Matt Classic 250g/m
2
and 150g/m
2
www.sappi.com
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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: February 5, 2009
SAPPI LIMITED,
Name:
M. R. Thompson
Title:
Chief Financial Officer
M. R. Thompson
By:
/s/