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PE Paper Announces Results Of Its Cash Tender Offer

Friday 20. July 2012 - PE Paper Escrow GmbH ("PE Paper", "we", "us", or the "Company"), a wholly-owned subsidiary of Sappi Limited, announces the results of its offer to purchase for cash (the "Offer") up to $700 million principal amount of its outstanding U.S. dollar-denominated 12.00% Senior Secured Notes due 2014 (the "Dollar Notes") and euro-denominated 11.75% Senior Secured Notes due 2014 (the "Euro Notes" and, together with the Dollar Notes, the "Notes"). The Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated June 20, 2012, as amended (the "Offer to Purchase") and the related Letter of Transmittal also dated June 20, 2012. Capitalised terms used in this announcement have the meanings ascribed to them in the Offer to Purchase and the related Letter of Transmittal.

As of 5:00pm New York City time, on July 3, 2012 (the “Early Tender Deadline”), Dollar Notes in an aggregate principal amount of $167,342,000 and Euro Notes in an aggregate principal amount of euro 178,045,000 were validly tendered in the Offer. As of midnight New York City time, on July 18, 2012 (the “Expiration Time”), additional Euro Notes in an aggregate principal amount of euro 950,000 were validly tendered in the Offer. No Dollar Notes were tendered after the Early Tender Deadline.
On July 6, 2012 (the “Early Settlement Time”) the Company accepted and purchased all Dollar Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline for a purchase price equal to $1,067.50 (which includes an Early Tender Payment of $20.00) per $1,000.00 principal amount of Dollar Notes, plus accrued and unpaid interest up to, but not including, the Early Settlement Time.
On July 19, 2012, the Company accepted all Euro Notes validly tendered and not validly withdrawn. The Company will pay a purchase price equal to euro 1,066.25 (which includes an Early Tender Payment of euro 20.00) per euro 1,000.00 principal amount of Euro Notes, for Euro Notes tendered before the Early Tender Deadline, and a purchase price equal to euro 1,046.25 per euro 1,000.00 principal amount of Euro Notes, for Euro Notes tendered after the Early Tender Deadline, in each case plus accrued and unpaid interest up to, but not including, the Settlement Time (defined below). The payment for all Euro Notes accepted for purchase is expected to be made on July 20, 2012 (“Settlement Time”).
The Company has also exercised its right to redeem on August 6, 2012, all outstanding Dollar Notes not tendered in the Tender Offer, at a redemption price of 106.000% of the principal amount thereof plus accrued and unpaid interest, and Euro Notes in an aggregate principal amount of euro 140,000,000, at a redemption price of 105.875% of the principal amount thereof plus accrued and unpaid interest.
The Royal Bank of Scotland plc, Citigroup Global Markets Limited, J.P. Morgan Securities LLC and J.P. Morgan Securities plc acted as Dealer Managers. The Bank of New York Mellon is the Tender and Information Agent. This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Offer was made only by the Offer to Purchase, as amended, and related Letter of Transmittal, and the information in this news release is qualified by reference to the Offer to Purchase and related Letter of Transmittal.

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