POSTING OF THE RIGHTS OFFER CIRCULAR

    RNS Number : 2377I
  Sappi Ld
  14 November 2008
   

       
 Sappi Limited
 (Reg No 1936/008963/06)
 (Incorporated in the Republic of South Africa)
 JSE Share Code : SAP
 ISIN Code : ZAE000006284
 ("Sappi")

 This announcement is not for distribution in the United States, Australia,
 Canada or Japan. This announcement does not constitute or form part of any
 offer or solicitation to purchase or subscribe for securities in the United
 States. The rights offer described herein has not been and will not be
 registered under the U.S. Securities Act of 1933, as amended ("U.S.
 Securities Act"), or under any relevant securities laws of any state or other
 jurisdiction of the United States. The securities described herein (the
 "Securities") may not be offered, sold, taken up, resold, renounced,
 exercised, pledged, transferred or delivered, directly or indirectly, in or
 into the United States at any time except pursuant to an exemption from, or
 in a transaction not subject to, the registration requirements of the U.S.
 Securities Act and applicable state and other securities laws of the United
 States. The Securities may be offered, sold, taken up, resold, renounced,
 exercised, pledged, transferred or delivered, by persons ou

    POSTING OF THE RIGHTS OFFER CIRCULAR

          
       
    Shareholders of Sappi Limited ("Sappi") are referred to the announcement published by Sappi on SENS dated 3 November 2008 and the press
advertisement dated 4 November 2008 in terms of which shareholders approved the acquisition by Sappi of the coated graphic paper business of
M-real and the proposed rights offer. Shareholders are advised that the circular in respect of the rights offer will be posted on 24
November 2008 and is available on Sappi's website: www.sappi.com.

       
    Johannesburg  
    14 November 2008  

    United States

    The Offering Documents (which include
     the circular described herein) are intended only for use in connection with the rights offer to persons outside the United States and
are not to be given or sent, in whole or in part, to any person within the United States in accordance with Regulation S under the U.S.
Securities Act. No Offering Document constitutes or forms part of any offer or solicitation to purchase or subscribe for securities in the
United States.

    The rights offer has not been and will not be registered under the U.S. Securities Act, or under any relevant securities laws of any
state or other jurisdiction of the United States. The letters of allocation and rights offer shares may not be offered, sold, taken up,
resold, renounced, exercised, pledged, transferred or delivered, directly or indirectly, in or into the United States at any time except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable
state and other securities laws of the United States. The letters of allocation and the rights offer shares may be offered, sold, taken up,
resold, renounced, exercised, pledged, transferred or delivered, by persons outside the United States in accordance with Regulation S under
the U.S. Securities Act.

    No communication regarding the rights offer nor any public announcement regarding the offer, sale, renunciation, exercise, transfer or
delivery of letters of allocation or the acquisition or subscription for the rights offer shares may be made into the United States or be
directed to persons residing or present in the United States. In particular, no Offering Document may be distributed by any intermediary or
any other person within the United States.

    When offering, selling, renouncing, exercising, transferring or delivering the letters of allocation, each person must confirm that (a)
it has not received, in the United States, any prospectus or other Offering Document, (b) at the time it transacts with its letters of
allocation it is located outside of the United States, (c) it is not acting on behalf of any person in the United States and (d) its
acquisition or subscription for the rights offer shares or transaction with the letters of allocation is by persons outside the United
States in accordance with Regulation S under the U.S. Securities Act.

    United Kingdom and European Economic Area

    The Offering Documents and the rights offer are only addressed to and directed at persons in member states of the European Economic Area
who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified
Investors"). In addition, in the United Kingdom, the Offering Documents are being distributed only to, and are directed only at, Qualified
Investors who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or who are high net worth entities falling within Article 49 of
the Order, and to other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant
Persons"). The Offering Documents must not be acted on or relied upon (i) in the United Kingdom, by persons who are not Relevant Persons,
and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which the Offering
Documents relate are available only (i) in the United Kingdom to Relevant Persons, and (ii) in any member state of the European Economic
Area other than to Qualified Investors, and will be engaged in only with such persons.

    No other person should seek to participate in the rights offer or rely on any Offering Document concerning the rights offer. Persons
distributing the Offering Documents must satisfy themselves that it is lawful to do so.

    Persons located in the United Kingdom and in any member state of the European Economic Area other than the United Kingdom that satisfy
such requirements will be able to exercise their letters of allocation under the rights offer provided that any such person, by subscribing
for all or some of their letters of allocation and entitlements to new rights offer shares, will be deemed to represent, warrant, agree and
confirm that such person is a Relevant Person or a Qualified Investor, as the case may be.

    Australia, Canada and Japan

    No Offering Document will be sent to or should be forwarded to holders of shares with registered addresses in, and no rights offer
entitlement and rights offer shares should be transferred, sold or delivered in or into any of Australia, Canada or Japan. In addition, due
to restrictions under the securities laws of Australia, Canada and Japan no offer of the letters of allocation and the rights offer shares
being offered in the rights offer is being made under any Offering Document to holders of shares with registered addresses in, or to
residents of Australia, Canada or Japan.  
        
    Financial adviser to Sappi  
    Morgan Stanley & Co. Ltd.  
    Acquisition transaction sponsor  
    Morgan Stanley South Africa (Proprietary) Limited  
    Investment bankers
    J.P. Morgan & Citigroup
    South African legal adviser to Sappi  
    Bowman Gilfillan  
    English legal adviser to Sappi
    Linklaters LLP  
    US legal adviser to Sappi  
    Cravath, Swaine & Moore LLP  
    Financial adviser to M-real  
    Goldman Sachs International  
    South African legal adviser to M-real  
    Werksmans  
    English legal adviser to M-real
    Slaughter and May  
    Sponsor to Sappi  
    UBS South Africa (Proprietary) Limited  


This information is provided by RNS
The company news service from the London Stock Exchange
 
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