Form 6-K: Sept 2006 for EvA
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 September, 2006
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.
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 announcement regarding the dealing in securities by a director of
Sappi Limited, Mr. Eugene van As, 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 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’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 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.
Sappi
Limited
(Registration
number 1936/008963/06)
(Incorporated
in the Republic of South Africa)
Share
code: SAP ISIN:
ZAE000006284)
(“Sappi”
or the “Company”)
DEALING
IN SECURITIES BY DIRECTORS OF LISTED COMPANIES
Following
the resignation of Mr J C A Leslie as chief executive officer of Sappi Limited
in March 2006, the Sappi board requested the chairman, Mr Eugene van As, to
assume executive responsibility for the group until a new chief executive
officer was appointed, and to oversee an orderly hand-over of responsibilities
to the new chief executive officer.
The
process to find a new chief executive officer continues. However, Mr van As
has
until now received compensation only for his services as chairman and not any
remuneration for his additional responsibilities.
Mr
van As
has informed the board that certain trusts and funds, of which he is one of
the
beneficiaries and which hold Sappi shares, need to re-arrange their portfolios,
and intend to dispose of approximately 350 000 Sappi shares in the near future.
A specific SENS announcement will be prepared for release as and when any such
disposals are made.
With
regards to Mr van As’ remuneration for his additional executive
responsibilities, he has agreed with the board to be remunerated in Sappi
shares, not in cash. The board has decided to compensate him for these services
until the appointment of, and orderly hand-over to, a new chief executive
officer by procuring the delivery to Mr van As of
100
000
Sappi shares to be purchased in the open market in two tranches of 50 000 each
on 29 September 2006 and 30 March 2007 respectively, subject to the restriction
regarding Mr van As’ trading of such shares as set out below.
In
terms
of paragraph 3.63 of the Listings Requirements of the JSE Limited, we hereby
provide the following information regarding dealing in securities of Sappi
by a
director of Sappi. The dealing for which clearance was received in terms of
Listings Requirements 3.74 is as follows:
|
Director’s
Name
|
:
|
Eugene
van As
|
|
Company
(subsidiary)
|
:
|
Sappi
Limited
|
|
Date
of transaction
|
:
|
29
September 2006 and 30 March 2007
|
| |
|
|
|
Nature
of transaction
|
:
|
Delivery
of Sappi shares to Mr van As as compensation for his executive services
on
condition that Mr van As shall not be entitled to trade such shares
until
a new chief executive officer has been appointed
|
|
Number
of shares to be acquired
|
:
|
50
000 shares on 29 September 2006 and a further 50 000 shares on 30
March
2007
|
|
Purchase
Price
|
:
|
Price
at opening of trading on JSE on 29 September 2006 and 30 March 2007
respectively
|
| |
|
|
|
Class
of security
|
:
|
Ordinary
shares
|
| |
|
|
|
Extent
of interest
|
:
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Direct
beneficial
|
Clearance
to deal in terms of Listings Requirements 3.66: Yes
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:
September 11, 2006
|
SAPPI
LIMITED,
|
|
by
|
| |
/s/
D.J. O'Connor
|
| |
Title:
Group Secretary
|