NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, OR TO OR FOR
THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933), OR IN OR INTO AUSTRALIA, CANADA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION, OFFERS OR
SALES, WOULD BE PROHIBITED BY APPLICABLE LAW.
JOHANNESBURG, Nov. 1, 2022
/PRNewswire/ -- Sasol Limited herewith announces that Sasol
Financing USA LLC, its indirect
wholly owned subsidiary (the "Issuer"), has launched an offering of
US$750 million guaranteed senior
unsecured convertible bonds due 2027 (the "Convertible Bonds") (the
"Offering"). Capitalised terms used in this announcement but not
defined have the meanings given to them in the terms and conditions
of the Convertible Bonds (the "Conditions").
The net proceeds of the Offering are expected to be used for
general corporate purposes, including, but not limited to, the
refinancing of debt.
The Convertible Bonds will be issued by the Issuer on or around
8 November 2022 (the "Closing Date")
and payments in respect of the Convertible Bonds will be guaranteed
by the Company. The Convertible Bonds are expected to pay a coupon
of between 4.0% and 4.5% per annum, payable semi-annually in arrear
in equal instalments on 8 May and 8 November of each year.
The Convertible Bonds, subject to the receipt of the requisite
approvals at a general meeting of the shareholders of Sasol (the
"Shareholder Resolutions"), will be convertible into new and/or
existing ordinary shares of Sasol (the "Ordinary Shares"), cash (at
the election of the Company), or a combination thereof, in each
case, pursuant to and in accordance with the Conditions. Prior to,
and/or absent of such approvals, holders of the Convertible Bonds
will (in accordance with the Conditions) receive on conversion a
cash amount equal to the value of the Ordinary Shares.
The Company will use all reasonable endeavours to convene a
general meeting of its shareholders not later than 14 months after
the Closing Date (the "Long Stop Date") for the purpose of,
inter alia, considering, and if thought fit, passing the
Shareholder Resolutions.
At any time after the date of the first shareholders' meeting
following the Closing Date, for so long as the Shareholder
Resolutions have not been approved and notice of such redemption is
given to the bondholders not later than 10 South African business
days after the Long Stop Date, the Issuer may elect to redeem all
but not some of the Convertible Bonds at the greater of: i) 102% of
their principal amount, or ii) 102% of their fair market value, in
each case plus accrued but unpaid interest, all as further
described in the Conditions.
The initial conversion price is expected to be set within a
premium range of 30% to 35% above the volume weighted average price
of the Ordinary Shares listed on the main board of the JSE Limited
between opening of trading today, 1 November
2022 and pricing which is expected later today, translated
into US$ using the USDZAR exchange rate at the time of pricing. The
conversion price will be subject to customary adjustments pursuant
to the Conditions, including, among other things, dividends paid by
Sasol.
The Convertible Bonds will be issued at 100% of their principal
amount (i.e. US$200,000 per
Convertible Bond). Unless previously redeemed, converted or
purchased and cancelled, the Convertible Bonds will be redeemed at
their principal amount on or around 8
November 2027. The Issuer will have the option to redeem all
but not some of the Convertible Bonds at their principal amount
(plus accrued but unpaid interest) in accordance with the
Conditions at any time (i) on or after 29
November 2025, if the Parity Value (as defined in the
Conditions) is equal to or exceeds US$260,000 for a specified period of time; or
(ii) if at any time 85% or more of the principal amount of the
Convertible Bonds originally issued have been converted and/or
redeemed and/or purchased and cancelled (all as more fully
described in the Conditions).
The Convertible Bonds may be redeemed at the option of each
holder of the Convertible Bonds at the principal amount (plus
accrued but unpaid interest) following the occurrence of a Relevant
Event, a Change of Control or a De-Listing Event (all as more fully
described in the Conditions).
Application is expected to be made for the Convertible Bonds to
be admitted to trading on the Open Market (Freiverkehr)
segment of the Frankfurt Stock Exchange within 30 days following
the Closing Date.
The Convertible Bonds will be offered by way of an accelerated
bookbuild to qualified investors only. The final terms of the
Convertible Bonds are expected to be announced after pricing which
is expected later today.
In the context of the Offering, the Company, the Issuer and the
Company's other subsidiaries will agree to a lock-up relating to
equity and equity-related securities for a period commencing on
pricing and ending 90 calendar days following the Closing Date,
subject to certain exceptions and waiver by the Sole Global
Coordinator.
BofA Securities is acting as Sole Global Coordinator for the
Offering. Citigroup, J.P. Morgan and BofA Securities are acting as
Joint Bookrunners for the Offering. Mizuho , MUFG and SMBC Nikko
are acting as Co-Lead Managers for the Offering (together with the
Sole Global Coordinator and Joint Bookrunners, the "Joint Lead
Managers").
DISCLAIMER
Convertible Bonds
The Convertible Bonds, the guarantee in respect thereof and the
Ordinary Shares (together, the "Securities") have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any other
jurisdiction, and may not be offered or sold within the United States or to, or for the account or
benefit of U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")) except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Securities are being sold
to certain non-U.S. persons in offshore transactions outside
the United States in reliance on
Regulation S. This announcement does not constitute an offer to
sell or the solicitation of an offer to buy the Securities, nor
shall it constitute an offer, solicitation or sale in any
jurisdiction which such offer, solicitation or sale would be
unlawful.
Prospectus
No prospectus pursuant to Regulation (EU) 2017/1129 or
Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA") or the Financial
Services and Markets Act 2000, nor any prospectus which complies
with the South African Companies Act, 2008 (as amended) (the "SA
Companies Act"), is required in respect of the Offering, and
therefore, no prospectus or similar document will be published in
connection with the Offering.
Market Abuse Regulation
This announcement relates to the disclosure of information that
qualified, or may have qualified, as inside information within the
meaning of Article 7(1) of Regulation (EU) 596/2014 (the "EU Market
Abuse Regulation"). The person responsible for the release of this
information on behalf of Sasol Limited is Michelle du Toit, Group
Company Secretary, Sasol Limited.
Contacts:
For further information, please contact:
Sasol
Investor Relations,
Tiffany Sydow, Investor Relations
Officer
Telephone: +27 (0) 71 673 1929
investor.relations@sasol.com
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No action has been taken that would permit an Offering of the
securities or possession or distribution of this announcement in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions.
Forward-looking statements
This announcement includes forward-looking statements. These
statements involve risks and uncertainties that could cause actual
results to differ materially, including, but not limited to,
whether the Issuer will offer the Convertible Bonds, the
anticipated Conditions of the Offering, whether the Issuer will be
able to consummate the Offering, the final terms of the Offering,
the satisfaction of customary closing Conditions with respect to
the Offering of the Convertible Bonds, prevailing market
conditions, the anticipated use of the net proceeds of the Offering
of the Convertible Bonds and the impact of general economic,
industry or political conditions. Forward-looking statements may be
identified by the use of the words "may," "will," "expect,"
"intend," and other similar expressions. These forward–looking
statements are based on estimates and assumptions by the Issuer's
and Sasol's management that, although believed to be reasonable,
are inherently uncertain and subject to a number of risks. Actual
results may differ materially from those anticipated or predicted
by the Issuer's and/or Sasol's forward-looking statements.
Prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement, and the Issuer and Sasol
undertake no obligation to revise or update this announcement to
reflect events or circumstances after the date hereof, except as
required by applicable law.
Disclaimers
No action has been taken by the Issuer, the Company, the joint
lead managers or any of their respective affiliates that would
permit an Offering of the Convertible Bonds or possession or
distribution of this announcement or any Offering or publicity
material relating to the Convertible Bonds in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Issuer, the
Company and the joint lead managers to inform themselves about, and
to observe, any such restrictions.
This announcement is not for distribution, directly or
indirectly in or into the United
States or for the account or benefit of, U.S. persons (as
defined in regulation s under the Securities Act of 1933 (as
amended)). This announcement is not an offer to sell securities or
the solicitation of any offer to buy securities, nor shall there be
any offer of securities in any jurisdiction in which such offer or
sale would be unlawful.
This announcement and the Offering when made are only addressed
to, and directed in, member states of the European Economic Area
(the "EEA") at persons who are "qualified investors" within the
meaning of article 2(e) of the Prospectus Regulation ("qualified
investors"). The Convertible Bonds are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with qualified
investors. This announcement should not be acted upon or relied
upon in any member state of the EEA by persons who are not
qualified investors. For these purposes, the expression "Prospectus
Regulation" means regulation (EU) 2017/1129.
MiFID II Professionals/ECPs-only/ No PRIIPs KID – Manufacturer
Target Market (MIFID II Product Governance) is eligible
counterparties and professional clients only (all distribution
channels). No PRIIPs key information document (kid) has been
prepared as not available to retail in EEA.
This announcement and this Offering when made are only addressed
to and directed at persons in the United
Kingdom, who are "qualified investors" within the meaning of
article 2(e) of the UK Prospectus Regulation. The Convertible Bonds
are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be
engaged in only with qualified investors. This announcement should
not be acted upon or relied upon in the United Kingdom by persons who are not
qualified investors. For the purposes of this provision the
expression "UK Prospectus Regulation" means the Prospectus
Regulation as it forms part of domestic law by virtue of the
EUWA.
UK MIFIR Professionals/ECPS-only/no UK PRIIPS kid – Manufacturer
Target Market (UK MIFIR Product Governance) is eligible
counterparties and professional clients only (all distribution
channels). No UK PRIIPS key information document (kid) has been
prepared as not available to retail in UK.
This announcement is being distributed only to persons (i) 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"); (ii) who fall within article 49(2)(a) to (d) of the
order; (iii) who are outside the United
Kingdom; or (iv) to whom it may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this announcement
relates is available only to relevant persons and will be engaged
in only with relevant persons.
No "offer to the public" (as such term is defined in the SA
Companies act, in South Africa is
being made in connection with the issue of the Convertible Bonds or
any securities and accordingly this announcement does not, nor does
it intend to, constitute a ''registered prospectus'', as
contemplated in chapter 4 of the SA Companies Act.
Accordingly, no prospectus has been filed with the South African
Companies and Intellectual Property Commission in respect of the
issue or Offering of the Convertible Bonds. Any issue or Offering
of the Convertible Bonds in South
Africa constitutes an offer for the subscription and sale of
the Convertible Bonds in South
Africa only to selected investors who fall within the
exemptions set out in section 96(1)(a) or (b) of the SA Companies
Act and, accordingly, such offer would not be considered to be an
"offer to the public" for the purposes of the SA Companies Act.
The information contained in this announcement constitutes
factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act, 2012 (the
"FAIS Act") and should not be construed as an express or implied
recommendation, guide or proposal that any particular transaction
in respect of the Convertible Bonds or the ordinary shares or in
relation to the business or future investments of the Issuer or the
Company, is appropriate to the particular investment objectives,
financial situations or needs of a prospective investor, and
nothing in this announcement should be construed as constituting
the canvassing for, or marketing or advertising of, financial
services in South Africa. Neither
the Issuer nor the Company is a financial services provider
licensed as such under the FAIS Act and the Issuer and/or Company's
advisors are acting for the Issuer and/or Company (as the case may
be) only in respect of the transaction and none of the Issuer, the
Company, any of their respective advisors, any of the joint lead
managers or any of their respective affiliates, or any person
acting on behalf of the joint lead managers or any of their
respective affiliates, is giving or purporting to have given any
financial advice as contemplated in the FAIS Act to any bondholder
or investor.
Any decision to purchase any of the securities should only be
made on the basis of an independent review by a prospective
investor of the Issuer's and the Company's publicly available
information. None of the joint lead managers, any of their
respective affiliates nor any of their or their respective
affiliates accept any responsibility or liability whatsoever for,
or make any representation or warranty, express or implied, as to
the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from this
announcement) or the Issuer's and the Company's publicly available
information or for any loss howsoever arising from the use of this
announcement or its contents or otherwise arising in connection
therewith. The information contained in this announcement is
subject to change in its entirety without notice up to the closing
date. Neither the joint lead managers nor any of their respective
affiliates shall be responsible for, or for investigating, any
matter which is the subject of any statement, representation,
warranty or covenant of the Issuer or the Company contained in the
Convertible Bonds or the guarantee, or any other agreement or
document relating to the Convertible Bonds or the guarantee, or for
the execution, legality, effectiveness, adequacy, genuineness,
validity, enforceability or admissibility in evidence thereof.
Each prospective investor should proceed on the assumption that
it must bear the economic risk of an investment in the Convertible
Bonds or the ordinary shares to be issued or transferred and
delivered upon conversion of the Convertible Bonds and notionally
underlying the Convertible Bonds. None of the Issuer, the Company
or the joint lead managers make any representation as to (i) the
suitability of the securities for any particular investor, (ii) the
appropriate accounting treatment and potential tax consequences of
investing in the securities or (iii) the future performance of the
securities either in absolute terms or relative to competing
investments.
The joint lead managers are acting on behalf of the Issuer and
the Company and no one else in connection with the Convertible
Bonds and will not be responsible to any other person for providing
the protections afforded to clients of the joint lead managers or
for providing advice in relation to the securities.
The joint lead managers are full service financial institutions
engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory,
investment management, principal investment, hedging, financing and
brokerage activities. The joint lead managers and their respective
affiliates have in the past performed commercial banking,
investment banking and advisory services for the Company and its
group from time to time for which they have received customary fees
and reimbursement of expenses and may, from time to time, engage in
transactions with and perform services for the Company and its
group in the ordinary course of their business for which they may
receive customary fees and reimbursement of expenses.
In connection with the Offering of the bonds, each of the joint
lead managers and any of their respective affiliates may take up a
portion of the bonds or the underlying shares as a principal
position and in that capacity may retain, purchase, sell or offer
to sell for its own account such securities and any other
securities of the Issuer or the Company or any related investments
in connection with the Offering of the bonds or otherwise.
Accordingly, references in this announcement to bonds being sold,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, any of the joint lead managers
and any of their respective affiliates acting in such capacity. In
addition, certain of the joint lead managers or their affiliates
may enter into financing arrangements (including swaps or contracts
for differences) with investors in connection with which such joint
lead managers (or any of its affiliates) may from time to time
acquire, hold or dispose of bonds or the underlying shares. The
joint lead managers do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so. In addition, each of
the joint lead managers and their respective subsidiaries and
affiliates may perform services for, or solicit business from, the
Issuer, the Company or members of the Company's group, may make
markets in the securities of such persons and/or have a position or
effect transactions in such securities.
Certain of the joint lead managers or their affiliates are,
and/or may in the future be, lenders, and in some cases agents or
managers for the lenders, under certain of the Company's or the
group's credit facilities and other credit or those of its
affiliates. In particular, certain of the proceeds received by the
Company from the Offering may, without limitation, be used for the
refinancing of debt previously provided by certain of the joint
lead managers. In their capacity as lenders, such joint lead
managers or their affiliates may, in the future, seek a reduction
of a loan commitment to the Company or their respective affiliates,
or impose incremental pricing or collateral requirements with
respect to such facilities or credit arrangements, in the ordinary
course of business. In addition, certain of the joint lead managers
or their affiliates that have a lending relationship with the
Company may routinely hedge their credit exposure to the Company
consistent with their customary risk management policies. A typical
hedging strategy would include these joint lead managers or their
affiliates hedging such exposure by entering into transactions
which consist of either the purchase of credit default swaps or the
creation of short positions in the securities.
Each of the Issuer, the Company, the joint lead managers and
their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any statement contained in
this announcement whether as a result of new information, future
developments or otherwise.
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SOURCE Sasol Limited