INCORPORATION BY REFERENCE
Sappi Limited’s report for the conformed
second quarter results ended March, 2013 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, December
15, 2004 and February 2, 2010 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. This Form 6-K includes a
conformed version of the earnings announcement sent by the Registrant to its shareholders. This conformed version was prepared
solely for purposes of supplementing the documents referred to in clauses (i) - (iv) above.
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 (and the factors that contribute to such cyclicality, such as
levels of demand, production capacity, production, input costs including rawmaterial, energy and employee costs,
and pricing);
·
the impact on the business of the global economic downturn;
·
unanticipated production disruptions (including as a result of planned or unexpected power
outages);
·
changes in environmental, tax and other laws and regulations;
·
adverse changes in the markets for the Group’s products;
·
the emergence of new technologies and changes in consumer trends including increase
preferences for digital media;
·
consequences of the Group’s leverage, including as a result of adverse changes in credit markets that affect the
Group’s ability to raise capital when needed;
·
adverse changes in the political situation and economy in the countries in which the Group operates or the
effect of governmental efforts to address present or future economic or social problems;
·
the impact of restructurings, investments, acquisitions
dispositions and other strategic initiatives (including related financing),
any delays, unexpected costs or other problems experienced in connection with dispositions or with integrating acquisitions
or implementing restructuring or strategic initiatives (including dissolving wood pulp conversion projects), and achieving
expected savings and synergies; and
·
currency fluctuations.
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.