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Sasol - divestment announcement
The board of directors of Sasol is pleased to announce that Sasol Chemicals North America LLC (“SCNA”), a wholly owned subsidiary of Sasol, has agreed principle terms with INEOS Gemini HDPE Holding Company LLC (“INEOS”) and a new entity to be formed by INEOS (“Newco”) to sell its 50% membership interest in Gemini HDPE LLC (“Gemini”) to Newco (the “Sale”) for USD404 million (subject to adjustment for cash, debt, working capital and other items ). Gemini produces and sells bimodal high-density polyethylene based in La Porte, Texas, United States of America.
The Sale represents a further step in achieving Sasol’s strategic and financial objectives by accelerating the focus on specialty chemicals and reducing net debt. Proceeds from the transaction will be used by Sasol to repay near-term debt obligations.
Concurrent with the closing, the Company will have completed the restructuring of its existing debt facilities and the security package in respect thereof, resulting in Sasol and its subsidiaries being released from any existing security being provided in relation to Gemini (the “Refinancing”).
The representations and warranties being given by SCNA are general corporate representations and warranties.
As disclosed in the Sasol financial statements, prepared in accordance with IFRS and audited by the Company’s auditors, PricewaterhouseCoopers Inc., the value of the net assets relevant to the sale is USD176 million (approximately R3 billion) as at 30 June 2020, which is net of the debt facilities associated with the interest. The loss attributable to the net assets was USD18 million (approximately R290 million) for the year ended 30 June 2020.
The Sale between SCNA, INEOS and Newco will only be effective upon restructuring of the existing debt facilities and the Company’s security package in respect thereof. Closing is anticipated to occur by 31 December 2020.
The Sale is classified as a Category 2 transaction in terms of the Listing Requirements of the JSE.
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Sasol - AGM and GM results
General Meeting
Sasol shareholders are advised that at the general meeting of Sasol shareholders held on Friday, 20 November 2020, all the resolutions tabled thereat were passed by the requisite majority of voting rights.
Annual General Meeting
Sasol shareholders are advised that at the annual general meeting of Sasol held on Friday, 20 November 2020, the audited annual financial statements of the Company, and of the Sasol group, including the reports of the directors, external auditors, audit committee and the safety, social and ethics committee, for the financial year ended 30 June 2020 were presented.
All the resolutions, with the exception of the non-binding advisory votes on Ordinary Resolution 5 - Remuneration Policy and Ordinary Resolution 6 - Implementation Report on the Remuneration Policy, were passed by the requisite number of voting rights exercised.
More than 25% of the votes exercised by shareholders, were voted against the Company’s Remuneration Policy (Ordinary Resolution 5) and the Implementation Report of the Remuneration Policy (Ordinary Resolution 6). In terms of the recommendations of the King IV™ Report on Corporate Governance for South Africa, 2016 and paragraph 3.84(k) of the JSE Limited Listings Requirements, the Sasol Remuneration Committee (the Committee), on behalf of the Board, will engage with shareholders to better understand the reasons why they voted against these non-binding advisory endorsements, to enable the Committee to consider these concerns.
Accordingly, any shareholder that voted against the non-binding advisory endorsements and who wishes to engage with the Company regarding these matters, is requested to write to Ms T Sydow via email to investor.relations@sasol.com by close of business 15 January 2021, setting out any reason(s) for voting against the non-binding advisory endorsement(s), and indicating whether such shareholder would be interested in participating in further engagement. The Company will determine the format of such engagement once it has a better understanding as to the number of shareholders who wish to engage with the Company.
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Sasol - change of company secretary
In compliance with paragraph 3.59 of the Listings Requirements of JSE Limited, shareholders are advised that Ms Mmakuate Moratwe Lucy Mokoka has resigned as Sasol's Group Company Secretary with effect from 31 December 2020. The Board of Directors (Board) of the Company thanks Lucy for her contribution to the Company.
The Board has appointed Ms Michelle du Toit as Sasol’s Group Company Secretary with effect from 1 January 2021. Michelle is an admitted attorney and a highly experienced and accomplished corporate governance and corporate law expert and has previously served as Company Secretary of Sasol South Africa Limited. Michelle has in depth expertise in securities and exchange regulatory requirements applicable in South Africa and the United States. During her distinguished career with Sasol, spanning 18 years, she has held a number of senior management positions, and has been the Senior Vice President (SVP): Corporate Advisory and Disclosure Enablement. Prior to this, she was, from July 2014 to June 2017, the SVP: Governance, Compliance and Ethics and, before then, served as the General Manager: Company Secretarial Services. Michelle holds BLC and LLB degrees, as well as a certificate in Advanced Company Law.
The Board is of the view that Michelle has the necessary expertise and experience to act in this role, in accordance with the JSE Limited Listings Requirements.
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Sasol-20% sacrifice on non-executive director fees
In Sasol’s notice of the annual general meeting (AGM) scheduled for 20 November 2020, Sasol included, as special resolution number 1, a proposal to enable it to pay the same fees to its non-executive directors (NEDs) from 20 November 2020 as approved by shareholders at Sasol’s 2018 AGM. Without the approval of such special resolution, the Company cannot pay any remuneration to the NEDs for their services to the Company as its directors.
In view of the significant challenges still facing Sasol and in acknowledgement of the erosion of shareholder value over the past two years, the Board has agreed to commit to a sacrifice of 20% on the Board fees proposed for approval at the 2020 AGM. This fee sacrifice shall remain in place until a revised fee proposal is considered by shareholders at Sasol’s 2021 AGM. The 20% fee sacrifice will apply to the Chairman fee and the Board fee as set out more fully in special resolution 1 in Sasol’s 2020 notice of AGM.
The Remuneration Committee will ensure that a review of the fees payable to NEDs is carried out with the objective of ensuring that a new resolution on Board fees is proposed to shareholders at the 2021 AGM.
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Sasol - LDPE achieves beneficial operation
Sasol announced that the LDPE unit at the Lake Charles Chemicals Project (LCCP) achieved beneficial operation on 15 November 2020. This unit, which was damaged in a fire during commissioning in January 2020, is the last of seven units to be brought into operation. The LCCP is now 100 percent complete with total capital expenditure forecast to be within the previously communicated guidance of USD12.8 billion.
The LDPE unit, which uses ExxonMobil technology, has a nameplate capacity of 420 kilotons per annum, making it one of the largest of its kind in the world. The LDPE unit is one of the three LCCP plants that will form part of the Sasol/LyondellBasell Louisiana Integrated Polyethylene joint venture. Production from the LDPE unit is an important milestone to ensure the JV will be enabled to make a meaningful expansion into the U.S. polymers production market.
All units which were operating prior to Hurricane Laura have returned to operation, with no further operational impact from Hurricane Zeta.
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Sasol - investor update on 2 December 2020
Sasol will be hosting a virtual investor update, followed by Q&A on Wednesday, 2 December 2020. The key focus of the update will be our vision for Future Sasol and the pathway to delivery. Chief Executive Officer, Fleetwood Grobler, and Chief Financial Officer, Paul Victor, will host the event via webcast link: https://www.corpcam.com/Sasol02122020 at 14:00 (SA time). The presentation will be available on the day of the event on our website www.sasol.com.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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