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Sasol - delivery of circular and AGM notice
Circular, notice of general meeting and salient dates
Sasol shareholders are referred to Sasol’s SENS announcement dated 2 October 2020, containing details of the divestment of a 50% interest in Sasol’s LCCP Base Chemicals business and the creation of a joint venture with Lyondellbasell (“Transaction”).
Shareholders are advised that the Company will be delivering a circular today, 22 October 2020, pertaining to the Transaction (“Circular”), which document incorporates a notice of general meeting of shareholders (“General Meeting”) to be held by electronic communication on Friday, 20 November 2020 at 13:00.
A copy of this Circular may be obtained in electronic form from Sasol’s website: www.sasol.com/investor-centre/annual-general-meeting. No copies of this Circular will be obtained from, or made available at, the registered office of Sasol.
The salient dates in respect of the Circular and notice of general meeting are*:
- Last Practicable Date - Wednesday, 7 October 2020 *First Record Date (for Sasol Shareholders to be eligible to receive this Circular and Notice of General Meeting) - Friday, 16 October 2020
- Circular delivered to Sasol Shareholders and delivery of Circular announced on SENS - Thursday, 22 October 2020
- Last Day to Trade Sasol Shares on the JSE in order to be recorded in the Register by the Second Record Date - Tuesday, 10 November 2020
- Second Record Date (for Sasol Shareholders to be entitled to Participate and vote in the General Meeting) - Friday, 13 November 2020
- Requested latest date and time for receipt by Transfer Secretary of the Forms of Proxy for the General Meeting by 13:00 on - Wednesday, 18 November 2020
- General Meeting to be held at 13:00 on - Friday, 20 November 2020
- Results of the General Meeting released on SENS on or about - Friday, 20 November 2020
- Results of the General Meeting published in the press on - Monday, 23 November 2020
- The definitions and interpretations contained in the Circular apply, mutatis mutandis, to the salient dates and times. The above dates and times are subject to amendment. Any such amendment will be published on SENS.
Notice of annual general meeting and salient dates
The annual general meeting (AGM) of shareholders of Sasol will be held by way of electronic communication on Friday, 20 November 2020 at 14:00 to transact the business stated in the notice of AGM.
The notice of AGM, incorporating a summary of the annual financial statements, will be delivered today, Thursday, 22 October 2020. A copy of the notice of AGM may be obtained in electronic form from Sasol’s website: www.sasol.com/investor-centre/annual-general-meeting. No copies of notice of AGM will be obtained from, or made available at, the registered office of Sasol.
The salient dates in respect of the AGM are:
- Record date by when persons must be recorded as shareholders in the securities register of the Company in order to be entitled to receive the notice of AGM - Friday, 16 October 2020
- Last date to trade in order to be able to be recorded in the securities register as a shareholder on the aforementioned record date - Tuesday, 10 November 2020
- Record date in order to be recorded in the securities register as a shareholder to be able to attend, participate in and vote during the AGM - Friday, 13 November 2020
- Requested latest date and time for receipt by Transfer Secretary of the Forms of Proxy for the AGM by 14:00 on - Wednesday, 18 November 2020
- AGM to be held at 14:00 on - Friday, 20 November 2020
- Results of the AGM released on SENS on or about - Friday, 20 November 2020
- Results of the AGM published in the press on - Monday, 23 November 2020
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Sasol-Lake Charles Chemicals Complex status update
On 27 August 2020, Hurricane Laura made landfall near Sasol´s Lake Charles Chemicals Complex (including Lake Charles Chemicals Project) in Southwest Louisiana. Sasol was making significant progress towards a restart of the LCCC facilities, which had to be suspended as a precautionary measure due to Hurricane Delta. Hurricane Delta made landfall on 9 October 2020. Preliminary assessments indicated no further damage caused by Hurricane Delta, and we are also pleased to report that our employees have safely resumed their duties . The availability of sufficient industrial-level power from the local provider has resulted in the commencement of a coordinated startup of the complex. The impact of Hurricane Laura on the total net saleable tons of our North American Operations was approximately 170 kilotons in quarter one of financial year 2021.
Seven chemical manufacturing units have returned to operation and all remaining units which were operating prior to Hurricane Laura are expected to return to operation by end October 2020. Commissioning activities of our Low Density Polyethylene unit have resumed, and beneficial operation is still trending towards end October 2020. Sasol will continue to support its employees and the local community impacted by the hurricanes with relevant resources and assistance.
Production & Sales Metrics for the three months ended 30 Sep 2020
Sasol has published its production and sales performance metrics for the three months ended 30 September 2020, on the Company´s website at www.sasol.com, under the Investor Centre section or via this URL: https://www.sasol.com/investor-centre/financial- reporting/business-performance-metrics A business outlook for Sasol North America is also provided in the Business Performance Metrics report.
Investor conference call
Chief Executive Officer, Fleetwood Grobler, and Chief Financial Officer, Paul Victor, will host a conference call via webcast (https://www.corpcam.com/Sasol22102020 ) at 15:30 (SA time) on 22 October 2020.
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Sasol- divestment and the creation of a JV
The shareholders of Sasol (Sasol Shareholders) are referred to the announcement made at our November 2017 Capital Markets Day relating to our portfolio optimisation programme. Further Stock Exchange News Service (SENS) announcements released by the Company on 17 March and 18 June 2020 confirmed our strategic ambition to focus on our Performance Chemicals business. In the March 2020 announcement Sasol set out its response plan, which included decisive action to reduce Sasol’s debt and an intention to reset Sasol’s strategy to improve long-term shareholder returns in a lower oil price environment. The June 2020 SENS announcement outlined the updated strategy (Future Sasol Strategy), a key part of which is to increase focus on specialty chemicals.
As an integral part of the response plan and consistent with the Future Sasol Strategy, the Company has been assessing partnering options for its US base chemicals assets, situated at Sasol’s Lake Charles property in Louisiana. An extensive competitive process was followed to identify an appropriate partner that will enhance the benefits to be gained from the substantial investment in Lake Charles. Accordingly, Sasol Chemicals USA LLC (Sasol Chemicals), a wholly owned subsidiary of Sasol, has now entered into a suite of agreements and term sheets (Transaction Agreements) with a subsidiary and an affiliate of LyondellBasell Industries N.V. (LyondellBasell) the effect of which is the disposal of a 50% interest in the LCCP Base Chemicals Business (as defined below) and the portion of the Lake Charles property from which it operates (the Sale Land), for a purchase consideration of US$2 billion (subject to closing adjustments) and the creation of a 50/50 joint venture in relation to those assets (together, with the other indivisible elements referred to in the Transaction Agreements, the Transaction).
Further high level details of the Transaction are set out below. The Transaction constitutes a Category 1 transaction in terms of the JSE Listings Requirements and, as such, requires the approval of more than 50% of the votes of the Sasol Shareholders present and voting at the general meeting. A circular will therefore be delivered to Sasol Shareholders in due course with full details of the Transaction. The Transaction will represent a significant step towards achieving Sasol’s strategic and financial objectives by materially reducing net debt, and catalysing a rapid shift towards the Future Sasol Strategy. The LCCP assets within Sasol’s US Performance Chemicals Business (as more fully described below) including the new Ziegler alcohol plant, ethylene oxide and derivatives plants, and the Guerbet alcohol plant, will be retained by Sasol. Sasol will also continue to have an integrated, low cost ethylene value chain at Lake Charles which will enable it to protect the profitability of the performance chemicals business. Following the Transaction, Sasol will continue to realise the core strategic and financial benefits of its capital investment in the LCCP.
The Transaction
Transaction structure
The Transaction will result in the creation of a 50/50 joint venture with LyondellBasell in relation to the LCCP Base Chemicals Business and the associated land. Sasol will retain ownership and operatorship of the US Performance Chemicals Business, the other legacy base chemicals assets at Lake Charles, and the remainder of the Lake Charles property. This will be delivered pursuant to the Transaction agreements, through which Sasol Chemicals will dispose of a 50% stake in Louisiana Integrated Polyethylene JV, LLC (LIP), a newly incorporated subsidiary of Sasol Chemicals to LyondellBasell LC Offtake LLC, a subsidiary of LyondellBasell. The purchase consideration will be US$2 billion, subject to customary and ad hoc transaction-specific closing adjustments which are not, in aggregate, expected to be material. LIP will hold Sasol’s LCCP Base Chemicals Business, as well as the Sale Land. Equistar Chemicals LP, an affiliate of LyondellBasell, will be the operator of the business of LIP.
The Transaction Agreements contain customary representations and warranties from Sasol Chemicals and LyondellBasell. If the Transaction is terminated due to, inter alia, breach by Sasol Chemicals, or failure to obtain Sasol Shareholder approval of the Transaction, and at any time during the six months following the date of such termination, Sasol Chemicals or any of its affiliates enters into an alternative transaction with a third party, there will be a break fee payable by Sasol Chemicals of US$40 million.
Conditions precedent to the Transaction
The Transaction is subject to the fulfilment of customary conditions precedent, by no later than 31 March 2021, including:
- Approval by Sasol Shareholders of the ordinary resolutions necessary in order to implement the Transaction;
- Obtaining competition / anti-trust approvals in various jurisdictions; and
- Obtaining the consents or waivers of any person to enable the Transaction to be implemented, in particular consents required from key technology licence providers.
Circular to Shareholders
A circular containing full details of the Transaction and the proposed resolutions will be delivered to Sasol Shareholders with a notice of general meeting scheduled to be held on 20 November 2020.
Withdrawal of cautionary announcement
Sasol Shareholders are referred to the Company’s cautionary announcement dated 17 March 2020, as well as the subsequent cautionary announcements, and are advised that full particulars regarding the disposals and the timing of the rights issue referred to in those announcements have been provided, caution is no longer required to be exercised by Sasol Shareholders when dealing in the Company’s securities.
Investor conference call
Chief Executive Officer, Fleetwood Grobler, and Chief Financial Officer, Paul Victor, will host a conference call via webcast (https://www.corpcam.com/Sasol02102020) at 14:00 (SA time) on 2 October 2020 to discuss the Transaction. The slides that accompany the call will be available at https://www.sasol.com/investor-centre/lake-charles-chemicals-project/lccp-partnering-transaction
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