UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K for September 21, 2017
Commission File Number 1-31615
Sasol Limited
50 Katherine Street
Sandton 2196
South Africa
(Name and address of registrant's principal executive office)
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): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
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): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other
document that the registrant foreign private issuer must furnish and
make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the
registrant's "home country"), or under the rules of the home country
exchange on which the registrant's securities are traded, as long as
the report or other document is not a press release, is not required
to be and has not been distributed to the registrant's security
holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on
EDGAR.
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes _____ No __X__
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
82-_______________.d
Enclosures: Sasol announcement regarding broad-based black economic
empowerment
Incorporated in the Republic of South Africa)
Registration number 1979/003231/06
Sasol Ordinary Share codes: JSE: SOL NYSE: SSL
Sasol Ordinary ISIN codes: ZAE000006896 US8038663006
Sasol BEE Ordinary Share code: JSE: SOLBE1
Sasol BEE Ordinary ISIN code: ZAE000151817
("Sasol" or the "Company")
SASOL LIMITED - SASOL ANNOUNCEMENT REGARDING BROAD-BASED BLACK ECONOMIC
EMPOWERMENT
SASOL ANNOUNCEMENT REGARDING BROAD-BASED BLACK ECONOMIC EMPOWERMENT
As a company proudly rooted in our South African heritage, we
embrace broad-based black economic empowerment ("B-BBEE") as a key
enabler for economic transformation and inclusive growth. We are
committed to contributing meaningfully to sustainable
transformation and view this as both a social and business
imperative. As part of our ongoing commitment to transformation, we
are pleased to introduce Sasol Khanyisa, our proposed new B-BBEE
ownership structure.
OUR SASOL INZALO BLACK ECONOMIC EMPOWERMENT TRANSACTION NEARS THE END OF ITS
10-YEAR TERM
Sasol shareholders are reminded that the Sasol Inzalo B-BBEE
transaction ("the Sasol Inzalo Transaction"), which was created in
2008 with the objective of providing many South Africans with the
opportunity to own an equity interest in Sasol, will come to an end
in 2018. The Sasol Inzalo Transaction included the following
participants:
- the Sasol Inzalo employee trusts ("Sasol Inzalo employee
trusts");
- the Sasol Black Economic Empowerment ("BEE") ordinary ("SOLBE1")
shareholders ("Inzalo Cash Element" or "SOLBE1 shareholders");
- the Sasol Inzalo Groups funded element ("Inzalo Groups element"
or "Inzalo Groups") and the Sasol Inzalo Public funded element
("Inzalo Public Funded element" or "Inzalo Public"); and
- the Sasol Inzalo Foundation.
54 different selected entities participated in Inzalo Groups, which
included groups comprising Sasol customers, suppliers, franchisees
and non-governmental organisations. In addition, more than 200 000
members of the South African black public participated in the
Inzalo Public Funded element and Sasol Limited has more than 50 000
SOLBE1 shareholders. Approximately 23 000 Sasol employees
participated in the Sasol Inzalo employee trusts.
The Sasol Inzalo employee trusts will come to an end in 2018 and
separately the new Sasol Khanyisa Employee Share Ownership plan
("ESOP"), as described in paragraph 3.3 below, will be implemented.
Since 2008, the Sasol Inzalo employee trusts received dividends in
the amount of approximately R1,6 billion equivalent to approximately
R52 000 per participant. Based on the closing Sasol Ordinary share
price (SOL) of R389 on 4 September 2017 there will be no
distribution of SOL shares to participants in the Sasol Inzalo
employee trusts when the Sasol Inzalo Transaction ends in 2018.
SOLBE1 shareholders will, subject to the requisite Sasol
shareholder approval being obtained, be given the right to
participate in Sasol Khanyisa in accordance with the terms and
conditions described in paragraph 3.1 below.
In relation to the Inzalo Groups element and the Inzalo Public
Funded element, the acquisition through subsidiaries ("Inzalo
FundCos") of preferred ordinary shares in Sasol ("Preferred
Ordinary Shares") by Sasol Inzalo Groups (RF) Limited and Sasol
Inzalo Public (RF) Limited (together "Inzalo") was partly funded by
way of equity contributions from Inzalo shareholders, with a
large portion of the required funding being raised by the issue of
preference shares by the Inzalo FundCos to Sasol and various banks.
Sasol and its wholly-owned subsidiary, Sasol Financing (Pty) Ltd
("Sasol Financing"), provided a residual guarantee for the full
redemption and cumulative dividends of a portion of the preference
share funding taken up by various banks.
The Inzalo FundCos will be required to dispose of the Preferred
Ordinary Shares in order to be in a position to redeem the
preference share funding and cumulative dividends in 2018. Any
shortfall in the value of the Preferred Ordinary Shares held by the
Inzalo FundCos will be made good through a subscription of shares by
Sasol in the Inzalo FundCos. Based on the closing SOL share price of
R389 on 4 September 2017, there is a shortfall (backed by the
guarantee referred to above) and a funding commitment for the Sasol
Group of approximately R2,1 billion, and as a result there will be
no distribution of SOL shares to Inzalo Groups and the Inzalo Public
Funded element participants when the Sasol Inzalo Transaction ends
in 2018.
Sasol's preferred funding option, subject to shareholder approval,
is that Sasol repurchases the Preferred Ordinary Shares from the
Inzalo FundCos at the 30 day volume weighted average price ("VWAP")
of a SOL share at the relevant time utilising cash raised through an
issue of up to 43 million SOL shares through an accelerated book-
build to facilitate the issue. Sasol will only issue such number of
SOL shares which are required for the above purpose.
The Sasol Inzalo Foundation will be renamed and will continue as a
public benefit organisation, driving excellence in science,
technology, engineering and mathematics (STEM) education at all
levels of the education value chain. The Sasol Inzalo Foundation
benefitted over 20 million learners in South African public schools
by way of 118 natural science, technology and mathematics school
work books that were developed. In addition, more than 800
bursaries and fellowships have been awarded to students at 16 South
African universities, to name but a few examples.
PROPOSED IMPLEMENTATION BY SASOL OF SASOL KHANYISA, A R21 BILLION
BROAD-BASED BLACK ECONOMIC EMPOWERMENT TRANSACTION
1. OVERVIEW
Separately from the termination of the Sasol Inzalo Transaction,
the board of directors of Sasol (the "Board") intends, subject
to, inter alia, shareholder approval, to implement the Sasol
Khanyisa transaction ("Sasol Khanyisa") in fulfilment of the
ownership requirements of the Revised Codes of Good Practice
(the "Codes"), which came into effect on 1 May 2015. The Sasol
Khanyisa ownership structure is intended to achieve
approximately 20% direct black ownership in Sasol South Africa
Proprietary Limited ("SSA"), currently a wholly-owned subsidiary
of Sasol, for a period of up to ten years (the "Khanyisa
Empowerment Period") which, along with black ownership at
Sasol, translates (for measurement purposes) into at least 25%
black ownership at SSA level for the Khanyisa Empowerment
Period. Sasol Khanyisa will enable Sasol to meet its net
ownership objectives under the Codes and to achieve empowerment
on an ongoing basis thereafter due to an automatic exchange at
the end of the Khanyisa Empowerment Period of shares in Sasol
Khanyisa or SSA for SOLBE1 shares listed on the Johannesburg
Stock Exchange, as more fully described in paragraph 4 below.
2. CREATION OF A SUSTAINABLE B-BBEE STRUCTURE THROUGH SASOL KHANYISA
Sasol's contributor status in terms of the Codes is based on the
Sasol Group's performance across each of the following pillars:
equity ownership, management control, skills development,
enterprise and supplier development (which includes preferential
procurement expenditure as a sub-component) and socio-economic
development.
By implementing Sasol Khanyisa, Sasol will seek to ensure
ongoing and sustainable equity ownership of Sasol by black South
Africans. Whilst Sasol Khanyisa will have a finite period of
ownership as regards SSA, the transaction has been structured to
have a long-lasting effect on Sasol after the Khanyisa
Empowerment Period. To this end, shareholders in Inzalo
Public and Inzalo Groups ("Inzalo Shareholders"), holders of
SOLBE1 shares on the requisite record dates for participation,
and qualifying Sasol employees who are beneficiaries in the
Sasol Inzalo employee trusts ("Sasol Inzalo employee trust
participants") and who are in the employ of the Sasol Group on
18 May 2018, will have an opportunity to participate in Sasol
Khanyisa with effect from 1 June 2018 (or such other date as
Sasol may determine) ("Effective Date").
In addition to the above, Sasol employees, who are Black Persons
as defined in the B-BBEE Act ("Black Persons") and who are
employed by the Sasol Group on 18 May 2018, and new such
employees joining the Sasol Group between 19 May 2018 and the
5th anniversary of the Effective Date, will also be afforded the
opportunity to further participate in the Sasol Khanyisa ESOP.
Sasol has been primarily guided by the following design
principles in structuring Sasol Khanyisa:
2.1 achieving effective (direct and indirect) B-BBEE ownership
credentials of at least 25% for SSA and, ultimately, after
the settlement of any residual funding obligations
outstanding at that date, achieving ongoing and sustained,
unencumbered B-BBEE ownership of SOLBE1 shares;
2.2 achieving a sustainable B-BBEE transaction at an acceptable
economic cost and within market norms;
2.3 maintaining appreciable involvement of broad-based women's
groups for the duration of the Khanyisa Empowerment Period;
2.4 incentivising qualifying Inzalo participants (as defined in
paragraph 3.2 below) and eligible SOLBE1 shareholders (as
defined in paragraph 3.2 below) to participate in Sasol
Khanyisa by offering ordinary shares in Sasol Khanyisa Public
(RF) Proprietary Limited ("Sasol Khanyisa Public") for no
consideration payable by them, which will result in them
holding shares indirectly in SSA;
2.5 providing Sasol Inzalo employee trust participants and
qualifying Sasol employees the opportunity to participate in
Sasol Khanyisa by acquiring vested rights through a new
employee share ownership plan in SSA;
2.6 Sasol will be providing notional and other vendor funding for
Sasol Khanyisa; and
2.7 promoting direct, unencumbered investment in Sasol in the
form of SOLBE1 shares from the date of implementation of
Sasol Khanyisa.
3. TERMS OF SASOL KHANYISA
Sasol Khanyisa consists of three distinct elements:
3.1 SOLBE1 shareholders to elect not to re-designate their
SOLBE1 shares to Sasol ordinary shares
Current SOLBE1 shareholders will, subject to the requisite
Sasol shareholder approval being obtained, be given the
right, by way of a specific invitation to be extended by
Sasol to elect that their entire holding of SOLBE1 shares
will not re-designate to SOL shares in accordance with their
existing rights ("the Election"). This opportunity to make
the Election will be made available by Sasol to all SOLBE1
shareholders recorded on the share register at a date to be
selected by Sasol in its sole discretion (the "Election
Record Date").
SOLBE1 shareholders, pursuant to having made the Election,
will retain their existing SOLBE1 shares and will receive
from Sasol one additional SOLBE1 share, by way of a bonus
award, for every four SOLBE1 shares beneficially owned on the
Election Record Date, with fractional entitlements rounded
up where necessary ("SOLBE1 Bonus Award"). The SOLBE1 shares
held by such SOLBE1 shareholders will remain listed on the
Empowerment Segment of the Main Board of the Johannesburg
Stock Exchange ("JSE"). Application will be made to the
JSE for the listing of the shares comprising the SOLBE1
Bonus Award with effect from the Effective Date.
In order to effectively facilitate the process, Sasol will
determine an earlier date than originally envisaged,
occurring during the period from 1 April 2018 to 27 June
2018, to be the date on which the SOLBE1 shares re-designate
to SOL shares.
Those SOLBE1 shares held by SOLBE1 shareholders who do not
make the Election will re-designate to SOL shares and they
will accordingly not participate in Sasol Khanyisa.
Application will be made to the JSE to amend the listing of
the requisite number of SOLBE1 shares that have re-
designated to SOL shares with effect from the date of re-
designation.
3.2 Sasol Khanyisa Invitation to SOLBE1 shareholders and
Sasol Inzalo participants
Separately, Sasol Khanyisa Public will extend an invitation
to eligible SOLBE1 shareholders and qualifying Sasol Inzalo
participants ("Sasol Khanyisa Invitation"). Invitees will be
deemed to have accepted the invitation unless they have
indicated in writing that they do not wish to participate.
Eligible SOLBE1 shareholders are the holders of SOLBE1
shares on the Sasol Khanyisa invitation record date (the
"Sasol Khanyisa Invitation Record Date"), being the day after
the date on which the SOLBE1 shares held by those SOLBE1
shareholders who do not exercise the Election, re-designate
as SOL shares.
Qualifying Sasol Inzalo participants are all Inzalo
Shareholders who are shareholders in Inzalo Public and
Inzalo Groups at the Sasol Khanyisa Invitation Record Date.
Sasol Khanyisa Public will extend the Sasol Khanyisa
Invitation as follows:
- Eligible SOLBE1 shareholders will be issued on the
Effective Date, for no consideration payable by them:
- by Sasol Khanyisa Public, one share in Sasol Khanyisa
Public for every one SOLBE1 share beneficially owned on
the Sasol Khanyisa Invitation Record Date; and
- by Sasol, one SOLBE1 share for every ten Sasol Khanyisa
Public shares to be beneficially owned.
- Qualifying Sasol Inzalo participants will be issued on
the Effective Date, for no consideration payable by them:
- by Sasol Khanyisa Public, one share in Sasol Khanyisa
Public for every one Sasol Inzalo share beneficially
owned on the Sasol Khanyisa Invitation Record Date; and
- by Sasol, one SOLBE1 share for every ten Sasol Khanyisa
Public shares to be beneficially owned.
Application will be made to the JSE for the listing of the
SOLBE1 shares, issued in respect of the Sasol Khanyisa
Invitation, on the JSE on the Effective Date.
3.3 Sasol Khanyisa Employee Share Ownership Plan
The Sasol Khanyisa ESOP consists of two employee share
ownership plans, one for Sasol Inzalo employee trust
participants and the other for qualifying Black Sasol
employees, both of whom will become vested beneficiaries of
the Sasol Khanyisa ESOP Trust, unless they 'opt out', for no
consideration to them. The Sasol Khanyisa ESOP Trust will
subscribe for the requisite number of SOLBE1 shares, SOL
shares and SSA shares, as further described below.
3.3.1 Participation by Sasol Inzalo employee trust
participants in the Sasol Khanyisa ESOP The Sasol
Inzalo employee trust participants in the
Sasol Khanyisa ESOP comprise:
a)Black Persons who are existing Sasol Inzalo employee
trust participants and who are employed by the Sasol
Group on 18 May 2018, who will be entitled to elect
to acquire upfront vested rights, and subject to
certain conditions, will receive R100 000's worth of
SOLBE1 shares or SOL shares based on an election by
black employees; and
b) other employees, who are existing Sasol Inzalo
employee trust participants but who are not Black
Persons, and who are employed by the Sasol Group on
18 May 2018, who will acquire upfront vested rights,
subject to certain conditions, will receive R100
000's worth of SOL shares.
The number of shares or SOLBE1 shares to which each
such Sasol Inzalo employee trust participant will
acquire vested rights will depend on the 30 day
VWAP of the shares or the SOLBE1 shares, as the
case may be.
Application will be made to the JSE for the listing of
the requisite number of SOLBE1 and SOL shares with
effect from the Effective Date. Sasol Khanyisa ESOP
beneficiaries, who remain employed for the periods
specified in the Sasol Khanyisa ESOP Trust deed, will
obtain ownership of the SOLBE1 or SOL shares to which
they acquired vested rights.
3.3.2 Participation by qualifying Black Sasol employees
in the Sasol Khanyisa ESOP
In addition to participation by Sasol Inzalo employee
trust participants as set out in paragraph 3.3.1, Sasol
employees who are Black Persons and who are employed by
the Sasol Group on 18 May 2018, and such employees
joining the Sasol Group between 19 May 2018 and the 5th
anniversary of the Effective Date ("Qualifying Sasol
Employees"), will acquire vested rights to SSA shares.
They will become owners of the shares in which they have
vested rights if, subject to various exceptions, they
remain employed for the required period.
A maximum of 28 385 647 SSA shares will be made
available to the Sasol Khanyisa ESOP, with Qualifying
Sasol Employees in the employ of the Sasol Group on 18
May 2018, each obtaining an equal number of vested
rights to SSA shares.
The Sasol Khanyisa ESOP Trust will receive a trickle
dividend from SSA, as determined in accordance with a
formula set out in the Sasol Khanyisa ESOP Trust deed,
(less any withholding tax) in respect of the SSA shares
in which the participants have vested rights.
Qualifying Sasol Employees, subject to some exceptions,
who remain employed for the required period, will obtain
ownership of the SSA shares in which the participant has
vested rights. Beneficiaries of the Sasol Khanyisa ESOP
Trust will participate indirectly in any resolution of
the shareholders of SSA or Sasol (as the case may be)
that the trustees are entitled to vote on.
4.AUTOMATIC EXCHANGE OF SASOL KHANYISA PUBLIC SHARES FOR SOLBE1
SHARES
At the end of the Khanyisa Empowerment Period, holders of Sasol
Khanyisa shares and participants in the Sasol Khanyisa ESOP will
ultimately receive SOLBE1 shares for their Sasol Khanyisa shares
and vested rights to SSA shares. This will occur via a share
exchange (the "Share Exchange") on the basis of a ratio that
will be determined by an independent expert taking into account
the relative value of Sasol and SSA at that time. Participants
who receive SOLBE1 shares following the Share Exchange will then
be free to trade their SOLBE1 shares on the Empowerment Segment
of the JSE as they deem fit.
5. FINANCING OF SASOL KHANYISA
5.1 Sasol Khanyisa Public
Sasol Khanyisa Public will establish Khanyisa Fundco as its
wholly-owned subsidiary, which will:
- issue preference shares ("Khanyisa Fundco Preference
Shares") to Sasol for a subscription consideration of up
to a maximum of R10 billion;
- use the entire proceeds of such issue to subscribe for up
to a maximum of 28 385 647 SSA shares, resulting in
Khanyisa Fundco directly, and Sasol Khanyisa Public
indirectly, owning up to a maximum of 10,75% of the total
issued share capital of SSA; and
- receive distributions on its SSA shares in accordance with
SSA's dividend policy, when such distributions are made.
The Khanyisa Fundco Preference Shares will be redeemed at the
end of the Khanyisa Empowerment Period. Dividends on the
Khanyisa Fundco Preference Shares are calculated daily and
are compounded monthly on the subscription price of each
Khanyisa Fundco Preference Share at a rate equal to 75% of
the prime rate (as defined in the funding agreements relating
to Khanyisa Fundco). Dividends in respect of the Khanyisa
Fundco Preference Shares will be required to be paid to
Sasol on 1 April and 1 October of each year.
For so long as the Khanyisa Fundco Preference Shares have
not been redeemed, unless Sasol agrees to a higher
percentage, a maximum of 2,5% of the dividend which Khanyisa
Fundco receives from SSA will be declared to Sasol Khanyisa
Public, as its sole ordinary shareholder. These dividends may
be distributed to the shareholders of Sasol Khanyisa Public
(after the deduction of dividend withholding tax). Khanyisa
Fundco will not be entitled to declare any further dividend
to Sasol Khanyisa Public for so long as the Khanyisa Fundco
Preference Shares have not been redeemed.
5.2 Sasol Khanyisa ESOP
The SSA shares to be issued to the Sasol Khanyisa ESOP Trust
will be the subject of notional vendor funding by SSA. For
so long as the notional vendor funding is in existence, 2.5%
(which could be adjusted upwards in accordance with an
objective formula) of the dividend declared by SSA to its
ordinary shareholders (other than the Sasol Khanyisa ESOP
Trust) will be declared on the SSA shares held by the Sasol
Khanyisa ESOP Trust.
SSA has the right to repurchase a number of SSA shares from
the Sasol Khanyisa ESOP Trust on the basis of a
predetermined formula at the issue price thereof.
6. FAIRNESS OPINION
The Sasol Board has appointed Deloitte & Touche as an independent
expert to provide a voluntary fairness opinion to assist Sasol
shareholders in determining the fairness of Sasol Khanyisa to
Sasol shareholders. The opinion of Deloitte & Touche will be
included in the circular to shareholders referred to in
paragraph 10 below ("Circular").
7. PRO FORMA FINANCIAL EFFECTS
The table below sets out the pro forma financial effects of the
Sasol Inzalo Transaction and Sasol Khanyisa (the "Transactions")
on, inter alia, Sasol's basic earnings per share, headline
earnings per share, weighted average number of shares in issue,
diluted earnings per share, diluted headline earning per share,
weighted average number of diluted shares in issue, net asset
value per share and net tangible asset value per share, based on
the most recently published audited consolidated financial
results of the Sasol Group for the financial year ended 30 June
2017.
The pro forma financial effects assume that the Transactions had
been fully implemented on 1 July 2016 for purposes of presenting
the pro forma financial effects thereof on the pro forma
consolidated income statement, and 30 June 2017 for purposes of
the pro forma consolidated statement of financial position and
the pro forma consolidated statement of changes in equity.
The pro forma financial effects are presented in a manner
consistent in all respects with International Financial
Reporting Standards ("IFRS") and Sasol Group's accounting
policies. The pro forma financial effects are presented in
accordance with the JSE Listings Requirements and the Guide on
Pro Forma Financial Information issued by the South African
Institute of Chartered Accountants.
The pro forma financial information is the responsibility of the
Directors and was prepared for illustrative purposes only and
may not, because of its nature, fairly present Sasol Group's
financial position, changes in equity and results of its
operations or cash flows, nor the effect and impact of the
Proposed Transactions going forward. It does not purport to be
indicative of what the financial results would have been, had
the Transactions been implemented on a different date.
Per share Before(1) Pro forma %
information after the change
(3)**** transaction
(2)
Basic earnings
pershare Rand 33.36 26.88 -19%
|
Headline
earnings per
share Rand 35.15 28.57 -19%
Weighted
average number
of shares in
issue(4) Million 610.7 644.9 6%
Diluted
earnings per
share(5) Rand 33.27 26.74 -20%
Diluted
headline
earnings
per share(5) Rand 35.05 28.43 -19%
Weighted
average
number of
diluted
shares(4)(5) Million 612.4 648.2 6%
Net asset
value per
share* Rand 348.27 349.47 0%
Net tangible
asset
value per
share** Rand 339.31 340.96 0%
Gearing
ratio*** % 26.7% 20.0% 6.7%
|
* Net asset value per share is defined as SOL Shareholder's
equity per issued share, excluding treasury shares.
** Net tangible assets are defined as Shareholders' equity less
Goodwill & intangible assets and Deferred tax assets.
*** The gearing ratio is calculated as net borrowings (total
borrowings less cash) divided by Shareholders' equity.
**** The Sasol Khanyisa Transaction has an indicative total IFRS2
cost of R7,3 billion included in the pro forma financial effects.
Notes and assumptions:
1. The "Before" column is based on the published audited
consolidated financial statements of the Sasol Group for the
year ended 30 June 2017.
2. The "Pro forma after the Transactions" column has been
calculated on the basis that all of the steps to execute the
Sasol Inzalo transaction termination and to implement Sasol
Khanyisa have been completed; and is based on the following
assumptions for each of the three distinct elements of the
Sasol Khanyisa Transaction:
i.The Election pursuant to which the SOLBE1 Bonus Award will be
made:
This has been assumed to occur on the basis that 15% of
the SOLBE1 shareholders will elect that his/her SOLBE1 shares
do not automatically re-designate to SOL shares. Any re-
designation from SOLBE1 to SOL shares is inconsequential for
the purposes of the per share information contained in the
pro forma financial effects, as the SOL shares and SOLBE1
shares are treated as issued shares;
ii.Sasol Khanyisa Invitation:
It has been assumed that 100% of
Qualifying Sasol Inzalo participants and eligible SOLBE1
shareholders do not reject the Sasol Khanyisa Invitation;and
iii.Sasol Khanyisa ESOP:
- For the benefit of the Sasol Inzalo employee trust
participants: It has been assumed that no such employee
notifies the trustees that he/she does not wish to become a
vested beneficiary, and that 15% of the Black Persons who
are Sasol Inzalo employee trust participants will not elect
to acquire vested rights in SOL shares instead of acquiring
vested rights in SOLBE1 shares; and
- For the benefit of the Qualifying Sasol Employees: It has
been assumed that no such employees reject participation in
the Sasol Khanyisa ESOP.
The Directors have considered a number of scenarios and, based on
comparative precedent from a recent similar transaction, consider
that the most likely outcome (as summarised above) is that 15% of
the SOLBE1 shareholders will make the Election and that 15% of
Black Persons who are Sasol Inzalo employee trust participants
will not elect to acquire vested rights in SOL shares instead of
acquiring vested rights in SOLBE1 shares. In note 5 below, a
scenario has been presented to illustrate the financial effects
should:
- 100% of the SOLBE1 shareholders make the Election;and
- 100% of the Black Persons who are Sasol Inzalo employee trust
participants will not elect to acquire vested rights in SOL
shares and instead acquire vested rights in SOLBE1 shares.
3.The effects on basic earnings, diluted earnings, headline
earnings, and diluted headline earnings per share are calculated
on the basis that the proposed Transactions were effective on 1
July 2016, while the effects on net asset value and net tangible
asset value per share are calculated on the basis that the
proposed Transactions were effective on 30 June 2017 for purposes
of presenting the pro forma financial effects thereof on the
Sasol Group.
4.The increase in the weighted average number of issued shares is
congruent with:
i. the assumed specific issue of sufficient SOL shares in terms of
the accelerated book-build to fund the A, B and C preference
share funding, the Inzalo shortfall, as well as any related
costs and taxes (31,25 million shares)1;
ii. the 2,92 million SOLBE1 Shares will be included in the weighted
average number of shares in relation to the SOLBE1 Bonus Award
and the Khanyisa Invitation as it relates to eligible SOLBE1
shareholders and eligible Inzalo shares.
1 For purposes of the pro forma financial effects, the assumed
specific issue of SOL shares has been calculated based on the
number of SOL shares to be issued as at the Last Practicable
Price, in order to settle the outstanding balance on the A, B
and C preference shares outstanding as at 30 June 2017, plus
related costs and taxes that would ensue upon the issue.
However, the final number of SOL shares required to be issued
at the Inzalo Transaction Termination dates will depend on the
SOL share price at the Inzalo Transaction Termination dates,
dividends declared and paid between 30 June 2017 and the Inzalo
Transaction Termination dates as well as dividends which
accrues on the A, B and C preference shares between 30 June
2017 and the Inzalo Transaction Termination dates. This cannot
be reliably estimated as at the Last Practicable Date and
consequently, this could result in additional SOL shares
being issued to cover the additional funding costs and taxes
not yet accrued at 30 June 2017.
5.The increase in the weighted average number of diluted shares
includes the impact of the SOL/SOLBE1 shares to be issued, as
calculated in terms of IAS 33: Earnings per share, in terms of
the Sasol Khanyisa ESOP for the benefit of the Sasol Inzalo
employee trust participants.
As described in note 2 above, a scenario has been presented below
to illustrate the financial effects pertaining to the following:
- 100% of the SOLBE1 shareholders make the Election; and
- 100% of the Black Persons who are Sasol Inzalo employee trust
participants elect not to acquire vested rights in SOL shares
and instead acquire vested rights in SOLBE1 shares.
However, the pro forma financial effects do not consider the
impact of the shares to be issued pursuant to the Automatic Share
Exchange as this cannot currently be reliably estimated. This
increase in the weighted average number of diluted shares is
dependent on the SOLBE1 share price, and its relative net fair
value to a SSA share, which considers the underlying funding
(FundCo preference share funding and ESOP notional vendor
funding), at the date of the termination of the Sasol Khanyisa
Transaction. At each reporting date, the diluted earnings per
share impact will be determined by calculating the number of
SOLBE1 shares which would be issued for no consideration. This
will be based on the difference between the average SOLBE1 share
price for the reporting period, and the unexpensed share-based
payment charge at the reporting date.
The following table provides the illustrative financial effects
of the potential issues of SOLBE1 shares, on basic earnings per
share, headline earnings per share, weighted average number of
shares in issue, diluted earnings per share, diluted headline
earning per share, weighted average number of diluted shares in
issue, net asset value per share and net tangible asset value per
share, should the assumptions applied above be increased to 100%.
Per share
information(5) 15% 100% % Change
Basic earnings per
share Rand 26.88 27.6 3%
Headline earnings
per share Rand 28.57 29.29 3%
Weighted average
number of shares in
issue Million 644.9 645.8 0%
Diluted earnings
per share Rand 26.74 27.46 3%
Diluted headline
earnings per share Rand 28.43 29.14 2%
Weighted average
number of diluted
shares Million 648.2 649.3 0%
Net asset value per
share Rand 349.47 349.47 0%
Net tangible asset
value per share Rand 340.96 340.96 0%
Gearing ratio % 20% 20% 0%
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* Net asset value per share is defined as Shareholder's equity per
issued SOL share, excluding treasury shares.
** Net tangible assets are defined as Shareholders' equity less
Goodwill & intangible assets and Deferred tax assets.
*** The gearing ratio is calculated as net borrowings (total
borrowings less cash) divided by Shareholders' equity.
8.IMPORTANT DATES AND TIMES
Circular distribution record date, being in terms of section
59(1)(b) of the Companies Act, the date by which a Sasol
shareholder is required to be recorded as such in the relevant
Register in order to be eligible to receive this Circular and
Notice of General Meeting Friday, 13 October 2017
Circular and Notice of General Meeting distributed to Sasol
shareholders on Wednesday, 18 October 2017
Details of the date, time and venue for the General Meeting on
SENS Wednesday, 18 October 2017
General Meeting announced in two national newspapers
Thursday, 19 October 2017
General Meeting Last Day to Trade in order for Sasol
shareholders to be recorded in the relevant Register in order
to be eligible to attend, participate in and vote at the General
Meeting Tuesday, 7 November 2017
General Meeting Record Date in order for Sasol shareholders to
be recorded in the relevant Register in order to be eligible to
participate in and vote at the General Meeting
Friday, 10 November 2017
Last day to lodge requests for participation in the General
Meeting via electronic participation being 9:00 on
Friday, 10 November 2017
For administrative purposes, date by which Forms of Proxy for the
General Meeting are requested to be lodged, by 10:00Thursday,
16 November 2017
Forms of Proxy may be handed in before or during the General
Meeting, up to the time that the relevant resolution on which the
proxy is to vote, is considered Friday, 17 November 2017
General Meeting to be held at the Hilton Sandton Hotel, 138
Rivonia Road, Sandton, 2196, at 10:00 on Friday, 17 November 2017
Results of the General Meeting released on SENS on Friday,
17 November 2017
Results of the General Meeting published in national newspapers
Monday, 20 November 2017
9. GENERAL MEETING
A general meeting of Sasol shareholders ("General Meeting") will be
held immediately after the conclusion, adjournment or postponement
of the Annual General Meeting convened to take place at the Hilton
Sandton Hotel, 138 Rivonia Road, Sandton, 2196, South Africa on
Friday, 17 November 2017 at 09:00, for the purpose of considering,
and if deemed fit, passing, with or without modification, the
resolutions required from Sasol shareholders.
10. FURTHER DOCUMENTATION
A Circular setting out the full terms of Sasol Khanyisa and
convening the General Meeting will be posted to Sasol shareholders
on or about 18 October 2017.
A complete version of this announcement, incorporating illustrations
demonstrating the various elements of Sasol Khanyisa, is available
on Sasol's website at www.sasol.com.
Sandton
20 September 2017
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant, Sasol Limited, has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 21, 2017 By: /s/ V D Kahla
Name: Vuyo Dominic Kahla
Title: Company Secretary
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