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Sasol - annual compliance report
Shareholders are advised that the Company´s BEE Annual Compliance Report for the 2017 financial year, which is required to be published in terms of section 13G(2) of the Broad-Based Black Economic Empowerment Act 53 of 2003, as amended, and paragraph 16.20(g) of the JSE Listings Requirements, is available on the Company´s website: www.sasol.com.
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Sasol - B-BBEE announcement
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 Ltd. 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"), 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.
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) Ltd. and Sasol Inzalo Public (RF) Ltd. (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
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 (Pty) Ltd. ("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.
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 such new 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.
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 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 requested to be lodged, by 10h00 : Thursday, 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
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.
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.
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