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Sasol - election right granted, Solbe1 bonus award
On Friday, 17 November 2017, Sasol shareholders approved, inter alia, the Sasol Khanyisa transaction which included changes to the rights attaching to SOLBE1 shares to enable a right of election, more fully detailed in paragraph 2.1 (the election Right), to be given to the holders of SOLBE1 shares whose names appear on the securities register on an appropriate record date to be determined by Sasol. This date has been determined as Friday, 9 February 2018 (the Record Date). Further details regarding the election right are contained in the circular published to Sasol shareholders on 18 October 2017, a copy of which can be viewed at www.sasol.com/sites/sasol/files/content/files/Sasol%20Limited%20Cir cular_Web%20FINAL_0.PDF.
Election right and SOLBE1 bonus award
The election right, if exercised (the election), will result in those SOLBE1 shares in respect of which such right is exercised, not automatically re-designating as SOL shares on 5 April 2018 (being the earlier re-designation date determined by the Sasol board and communicated on SENS on 17 November 2017), but remaining as SOLBE1 shares. Additionally, if the election right is exercised, the SOLBE1 shareholder in question will receive, on 1 June 2018, a bonus award in the form of a capitalisation issue, of one SOLBE1 share for every four SOLBE1 shares held on the record date. In accordance with a ruling granted by the JSE, fractional entitlements to SOLBE1 shares will be rounded up to achieve the issue of whole numbers of SOLBE1 shares.
All SOLBE1 shareholders registered on the securities register on the record date will receive the document containing the election right and details of how to exercise the election right, which will be distributed to SOLBE1 shareholders on or about 16 February 2018.
Last day to trade (including off-market transactions) in order to be eligible for the election right
In order to be eligible for the election right, the last day to transact (whether on or off-market) in SOLBE1 shares so as to be on the securities register on the record date, being Friday, 9 February 2018, is Tuesday, 6 February 2018 (the last day to trade).
Transactions (including acquisitions, disposals and transfers) in SOLBE1 shares after the last day to trade
From Wednesday, 7 February 2018 (and even after the record date)
- any person who acquires or takes transfer of SOLBE1 shares will not be entitled to the election right in respect of those SOLBE1 shares; and
- any SOLBE1 shareholder who disposes of or transfers SOLBE1 shares will not be entitled to exercise the election right at all, even in respect of any remaining SOLBE1 shares held by that shareholder on Friday, 9 February 2018 and even if that SOLBE1 shareholder receives the document containing the election right.
Some salient terms and conditions of the election right
To be valid the election right can only be exercised in respect of a shareholder's entire holding of SOLBE1 shares on the record date and will be irrevocable once made; and
- SOLBE1 shareholders who exercise the election right will be unable to trade in the applicable SOLBE1 shares from the date on which the election is received by Computershare Nominees (Pty) Ltd. or such shareholder's CSDP or broker, as applicable, until 5 April 2018. On this date, the SOLBE1 shares, held by those SOLBE1 shareholders who did not exercise the election right, will re-designate to SOL shares. If you trade your existing SOLBE1 shares after dispatching the election form to Computershare, your CSDP or broker, your election will be treated as invalid. Your election, even if you do not trade after dispatching the election Form, will only take effect once received by Computershare, your CSDP or broker, but continues to be irrevocable until received.
- The SOLBE1 bonus award shares have not been and will not be registered with the United States Securities and Exchange Commission under the US Securities Act of 1933, as amended, or any securities laws of any state of the United States and may not be offered or sold in the United States absent an exemption from registration requirements.
- If you are in the United States at the time you exercise the election, you must complete and return a U.S. representation letter to Computershare, or if Computershare is not your CSDP, to your CSDP or broker. You can ask Sasol to provide you with this representation letter.
Important dates
- Last day to trade (the last day on which a SOLBE1 shareholder can transact (whether on or off-market) in SOLBE1 shares in order to be on the securities register on the record date and therefore to qualify for the election right) - Tuesday, 6 February 2018
- The date from which the SOLBE1 shares trade ex the election right - Wednesday, 7 February 2018
- A SOLBE1 shareholder who holds his/her/its shares in uncertificated form may not have such shares rematerialised, and a SOLBE1 shareholder who holds his/her/its SOLBE1 shares in certificated form may not have such shares dematerialised, during this period - Period from Wednesday, 7 February to Friday, 9 February 2018
- Any person who acquires or takes transfer of SOLBE1 shares will not be entitled to the election right in respect of those SOLBE1 shares
- If a SOLBE1 shareholder disposes of or transfers any or all of his/her/its SOLBE1 shares during this period, he/she/it will not be entitled to exercise the election right, even for those SOLBE1 shares which he/she/it has not disposed of or transferred and even if that SOLBE1 shareholder receives the document containing the election right - Period from Wednesday, 7 February to Friday, 9 February 2018
- Record date (the date on which a SOLBE1 shareholder's name will have been entered in the securities register as regards any acquisitions of SOLBE1 shares made on or before the last day to trade) Any person who acquires or takes transfer of SOLBE1 shares will not be entitled to the election right in respect of those SOLBE1 shares - Friday, 9 February 2018
- Any SOLBE1 shareholder who/which disposes during this period of SOLBE1 shares, which qualified for the election right, will not be entitled to exercise the election right at all, even in respect of that shareholder's remaining SOLBE1 shares which qualified for the election right - Period after Friday, 9 February 2018
- The date from which the election right may be exercised - 21 February 2018
- The final date and time by which the election must be received by 12h00 on Computershare or your CSDP/broker - Thursday, 22 March 2018
- SOLBE1 shareholders who exercise the election right will be unable to trade in the applicable SOLBE1 shares during this period Document regarding the election right dispatched to SOLBE1 shareholders registered on the record date - Period from date on which election document received by Computershare Nominees(Pty) Ltd., CSDP or broker until 5 April 2018 Friday, 16 February 2018 for documents dispatched by post and Wednesday, 21 February 2018 for documents dispatched electronically
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Sasol - trading statement
Sasol’s headline earnings per share (HEPS) for the six months ended 31 December 2017 are expected to increase by between 12% and 17% (approximating R1.81 to R2.57 per share) compared to the 2017 financial half year (prior period) HEPS of R15.12. Core HEPS 1 are expected to increase by between 1% and 6% compared to the prior period CHEPS of R17.41. Earnings per share (EPS) for the same period are expected to decrease by between 20% and 25% (approximately R2.84 to R3.55 per share) from the prior period EPS of R14.21.
Sasol is expected to deliver a largely strong set of results, underpinned by a satisfactory operational performance across most of the value chain, higher crude oil and product prices and increased demand for the Company's specialty chemicals products. Sasol's results were however constrained by poor economic conditions in South Africa, which impacted on demand for the Company's products, a less than satisfactory operational performance at Sasol's Natref operations, a much stronger closing rand/US dollar exchange rate and the negative impact of remeasurement and once-off item charges.
Average Brent crude oil prices moved higher by 19% and since December 2017, spot prices have moved closer to the USD70/bbl mark, which if sustained at these levels, are expected to positively impact the Company's results during the second half of financial year 2018. Similarly, Sasol's refining margins increased by 16% to USD9.73/bbl. Sasol has also seen a steady increase in most commodity chemical prices. Despite the volatile macro-economic environment, average margins for most of the Company's specialty chemicals products increased over the first six months ended 31 December 2017.
Sales and production performance are summarised as follows:
- Normalised sales volumes increased by 3% for Sasol's Performance Chemicals business spurred by increased market demand;
- Base Chemicals business reported a 1% decrease in normalised sales volumes attributable to delays at a port in South Africa and the impact of Hurricane Harvey in the US. Sales volumes lost as a result of the port constraint are expected to be recovered during the second half of the financial year;
- Production volumes from Sasol's Secunda Synfuels Operations decreased by 1% due to a planned shutdown. The Secunda Synfuels production volume trend is still in line with the Company's planned 2018 production targets;
- Sasol's Eurasian Operations increased production volumes by 2% on the back of stronger product demand and increased plant availability; - Production volumes of 63kt from the Company's FT Wax facility were achieved and are in line with market guidance;
- Natref’s production volumes were down 21% owing to plant shutdowns and an unexpected Eskom electricity supply interruption at the start of the financial period. This, together with softer market demand, lowered Sasol's liquid fuels sales volumes by 3%;
- ORYX GTL continued to deliver an exceptional performance, with an average utilisation rate of 99%;
- Sasol's mining operations were interrupted in December 2017 due to a tragic fatality at Syferfontein Colliery which resulted in lower than expected production volumes. Sasol is currently restoring the coal stockpile through the Company's own production and additional external purchases to ensure continued supply to the Sasol integrated value chain.
- Sasol is making steady progress with the LCCP project in Lake Charles. At 31 December 2017, capital expenditure amounted to USD8.8 billion, and the overall project completion was 81%. The total forecast capital cost for the project remains within the previous market guidance of USD11.13 billion and project progress is tracking the approved schedule. The recent tax reform changes in the US will have a positive impact on the returns of the asset and are expected to provide increased value to shareholders. More detail on the impact of the tax reform changes will be shared with the interim results to be released on 26 February 2018.
Core headline earnings are calculated by adjusting headline earnings with once-off items, period close adjustments and depreciation and amortisation of capital projects, exceeding R4 billion which have reached beneficial operation and are still ramping up and share-based payments on implementation of B-BBEE transactions. Period close adjustments in relation to the valuation of derivatives at period end is to remove volatility from earnings as these instruments are valued using forward curves and other market factors at the reporting date and could vary from period to period. Sasol believes core headline earnings are a useful measure of the group’s sustainable operating performance. However, this is not a defined term under IFRS and may not be comparable with similarly titled measures reported by other companies. The afore-mentioned adjustments are the responsibility of the directors of Sasol. The adjustments have been prepared for illustrative purposes only and due to their nature, may not fairly present Sasol’s financial position, changes in equity, results of operations or cash flows.
Core HEPS(1) are expected to range between an increase by 1% and 6% compared to the prior period, mainly as a result of higher crude oil and product prices, higher margins in specialty chemicals and improved refining margins, partially offset by the stronger rand/US dollar exchange rate.
A detailed summary of production and key business performance metrics for the financial half year for all businesses is available on www.sasol.com.
Results for the first half of the 2018 financial year may be further affected by adjustments resulting from the half year-end closure process. This could result in a change in the estimated earnings noted above. This trading statement only deals with the comparison to the first half of the 2017 financial year.
The financial information on which this trading statement is based has not been reviewed and reported on by the Company's external auditors. Sasol's financial results for the six months ended 31 December 2017 will be announced on Monday, 26 February 2018.
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Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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