Commission File Number
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1-14872
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SAPPI LIMITED
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48 Ameshoff Street
Braamfontein
Johannesburg 2001
Republic of South Africa
Tel No: +27 11 407 8041
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American Depositary Shares, evidenced by
American Depositary Receipts, each representing 1 Ordinary Share
ordinary shares, par value R1.00 per Share*
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Rule 12h-6(a)
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x |
Rule 12h-6(d)
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o
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(for equity securities)
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(for successor registrants) | ||
Rule 12h-6(c)
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o | Rule 12h-6(i) |
o
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(for debt securities) | (for prior Form 15 filers) |
Item 1. Exchange Act Reporting History
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A.
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Sappi Limited (“Sappi”) first incurred the duty to file reports under Section 13(a) and Section 15(d) of the U.S. Exchange Act of 1934, as amended (the “Exchange Act”) on November 5, 1998, when Sappi’s ADSs were first listed on the New York Stock Exchange (the “NYSE”).
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B.
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Sappi has filed or submitted all reports required under Section 13(a) and Section 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this Form 15F. Sappi has filed at least one annual report under Section 13(a) on Form 20-F under Section 13(a).
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Item 2. Recent United States Market Activity
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Sappi’s securities were last sold in the United States in a registered offering under the U.S. Securities Act of 1933, as amended (the “Securities Act”), on November 16, 1999.
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Item 3. Foreign Listing and Primary Trading Market
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A.
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The primary trading market for Sappi’s ordinary shares is the Johannesburg Stock Exchange (the “JSE”) in South Africa under the symbol “SAP”. Sappi’s ADSs were listed on the New York Stock Exchange (“NYSE”) under the symbol “SPP.” Sappi filed a Form 25 on September 19, 2013, and the delisting from the NYSE became effective before the opening of the market on September 30, 2013.
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B.
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Sappi’s ordinary shares have been listed on the JSE since 1937. Sappi has maintained the listing of its ordinary shares on the JSE since such initial listing.
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C.
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The percentage of trading in the ordinary shares that occurred in South Africa for the 12-month period beginning on August 28, 2012 and ending on August 27, 2013 represented approximately 99.15%.
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Item 4. Comparative Trading Volume Data
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If relying on Rule 12h-6(a)(4)(i), provide the following information:
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A.
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The first date of the recent 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) is August 28, 2012 and the last date of such period is August 27, 2013.
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B.
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For the same 12-month period, the average daily trading volume of the ordinary shares (including ordinary shares represented by ADSs) was 11,358 in the United States and 1,338,187 on a worldwide basis.
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C.
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For the same 12-month period, the average daily trading volume of the ADRs (expressed in terms of underlying ordinary shares) in the United States as a percentage of the average daily trading volume for the ordinary shares and ADRs on a worldwide basis was 0.85%.
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D.
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Sappi has delisted the ADSs from the New York Stock Exchange. Such delisting became effective on September 30, 2013. As of August 27, 2013, the average daily trading volume of the ordinary shares (including ordinary shares represented by ADSs) in the United States as a percentage of the average daily trading volume for the ordinary shares on a worldwide basis for the preceding 12-month period was 0.85%.
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E.
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Sappi has not terminated a sponsored ADR facility regarding the ordinary shares.
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F.
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ThomsonReuters provided the trading volume information used for determining whether Sappi meets the requirements of Rule 12h-6.
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Item 5. Alternative Record Holder Information
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Not applicable.
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Item 6. Debt Securities
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Not applicable.
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Item 7. Notice Requirement
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A.
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On September 9, 2013, Sappi published notice of its intent to terminate its duty to file reports under Section 13(a) and 15(d) of the Exchange Act.
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B.
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Sappi disseminated such notice in the United States by means of a press release through the National News wire service, which was also furnished to the Commission under cover of Form 6-K on EDGAR on September 9, 2013, and published on Sappi’s website, www.sappi.com, on September 9, 2013.
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Item 8. Prior Form 15 Filers
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Not applicable.
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PART II
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Item 9. Rule 12g3-2(b) Exemption
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Sappi’s Internet website on which it intends to publish the information required under Rule 12g3-2(b)(1)(iii) is www.sappi.com.
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PART III
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Item 10. Exhibits
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None.
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Item 11. Undertakings
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September 30, 2013
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By
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/s/ Maarten van Hoven
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Group Head Strategy & Legal
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Date
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Name
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Title
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