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SOL
SOL
SOL - Sasol - Detailed Terms Of Sasol Inzalo Black Economic Empowerment
("BEE") Transaction And Withdrawal Of Cautionary Announcement
SASOL LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1979/003231/06)
JSE share code: SOL
NYSE share code: SSL
ISIN: ZAE000006896
US8038663006
("Sasol" or "the Company")
DETAILED TERMS OF SASOL INZALO BLACK ECONOMIC EMPOWERMENT ("BEE") TRANSACTION
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Highlights
- 10% equity ownership of Sasol through the Sasol Inzalo BEE Transaction
- Broadening and transforming Sasol`s shareholder base as a listed entity
- 63,1 million shares valued at R 25,9 billion - the single largest broad-
based BEE transaction to date
- Sasol`s facilitation of Sasol Inzalo BEE transaction in line with market
norms
- Positive impact on net asset value per share
- Marginal impact on unaudited pro forma annualised earnings, excluding
the non-cash share-based payment charge
- Participants will be employees, the Sasol Inzalo Foundation, black
groups and the black public
- Sasol Inzalo Foundation to facilitate skills development and capacity
building in the critical areas of mathematics, science and technology
- Meaningful long-term benefits to be spread widely among black South
Africans, primarily in the lower income groups and particularly women
- Participants will benefit from Sasol`s domestic and international growth
- Compliance with the Broad-based BEE Codes of Good Practice, with
effective black ownership of 19,7% of Sasol`s South African business
1. Introduction
In an announcement dated 10 September 2007, published on SENS and in the
press, shareholders were advised of Sasol`s intention to conclude a 10%
equity ownership transaction (the "Transaction"), subject to shareholders`
approval. The Transaction is called Sasol Inzalo. "Inzalo" is an expressive
word that signifies birth, creation of life and new beginnings. At the
closing price of R 410 per share on 18 March 2008, the Sasol Inzalo BEE
Transaction has a value of R 25,9 billion.
If approved by shareholders, Sasol will conclude the Transaction in respect
of 10% of its issued share capital, as at 18 March 2008. Unless indicated
otherwise, the BEE ownership percentages referred to in this announcement are
before giving effect to the Transaction. Black ownership will be
approximately 8,3% which represents an effective 19,7% of Sasol`s South
African business in terms of the Broad-Based Black Economic Empowerment Codes
of Good Practice ("Codes").
Sasol`s current share repurchase programme, initiated on 7 March 2007, has
resulted in the repurchase of 5,9% of Sasol ordinary shares by Sasol
Investment Company (Proprietary) Limited, a wholly-owned subsidiary of Sasol.
After the implementation of the Transaction, and assuming no further shares
are repurchased by Sasol, the total will transaction represent 9,6% of
Sasol`s issued share capital.
Sasol intends to continue its current share repurchase programme, subject to
the financial position (including cash flow and gearing considerations) of
the Company and the prevailing market and economic conditions. Should Sasol
continue the current share repurchase programme (up to the authorised limit
of 10%) it would result in an increase in the effective ownership by the
participants in the Transaction ("BEE Participants") from 9,6% to 10%.
In the announcement dated 10 September 2007, Sasol indicated that to mitigate
dilution to existing ordinary shareholders:
- it intended to repurchase, in terms of its current share repurchase
programme, the same number of shares as would be issued in terms of the
Transaction, namely 63,1 million Sasol ordinary shares; and
- to the extent that Sasol had not repurchased 63,1 million Sasol ordinary
shares, it would consider a share repurchase by way of a scheme of
arrangement in terms of Section 311 of the Companies Act, 1973 ("the
scheme").
In view of the number of shares repurchased to date and Sasol`s intention to
resume its current share repurchase programme, under the aforementioned
conditions, Sasol has decided not to proceed with the scheme.
2. Rationale for and principles of the Transaction
In line with Sasol`s empowerment objectives, the Transaction has been
designed to provide long-term benefits to a broad group of Black People (as
defined in the Codes) with a focus on Sasol`s own employees and lower income
groups, particularly women.
As a major participant in the South African economy, Sasol welcomes the role
that it can play in helping to meet the country`s socio-economic and growth
objectives. In addition to this, the establishment of the Sasol Inzalo
Foundation (the "Sasol Inzalo Foundation" or the "Foundation") will
facilitate skills development and capacity building in the critical areas of
mathematics, science and technology.
Sasol is committed to advancing these empowerment initiatives in ways that
are sustainable, credible and of benefit to all its stakeholders and to the
country as a whole. By focusing on broad-based empowerment, skills
development and capacity building, the Transaction will go to the heart of
these objectives.
During the design phase of the Transaction, Sasol was guided primarily by the
following principles:
- the vesting of full voting and economic rights, subject to the
requirements of Sasol and the external funders ("Financing
Institutions"), in the BEE Participants from inception, directly or
through separate investment entities, in respect of 10% of the issued
share capital of Sasol;
- focusing on broad-based groups with at least 51% black ownership and/or
at least 51% black beneficiaries ("Black Groups") with significant
involvement of broad-based women`s groups;
- enabling the active involvement of Black Groups in Sasol`s
transformation, skills and capacity building programme;
- creating the Sasol Inzalo Foundation, which will focus on skills
development and capacity building in South Africa including the
communities in Sasolburg and Secunda;
- achieving a sustainable transaction at an acceptable economic cost
(within market norms and inclusive of any dilution) to shareholders;
- ensuring compliance with the letter and spirit of the Codes; and
- broadening ownership in Sasol among its employees.
3. Transaction overview
3.1 Transaction structure
The Transaction will be structured as follows:
Please refer to diagram in press version.
The BEE Participants will acquire indirect and/or direct beneficial ownership
in Sasol`s issued share capital as follows:
- all Sasol employees, black and white, below managerial level that are
permanently resident in South Africa or who are migrant workers ("Sasol
Employees") and Sasol black managers and black executive directors
("Black Managers") through the Sasol Inzalo Employee Trust and the Sasol
Inzalo Management Trust respectively (collectively the "Employee
Trusts") - 4,0%;
- the Sasol Inzalo Foundation, which will be established as a trust -
1,5%;
- selected Black Groups involved in Sasol`s business as either trade
unions, suppliers, customers or franchisees ("Involved Groups") and
broad-based Black Groups involved in skills development and capacity
building particularly in mathematics, science and technology or
community upliftment projects in Sasolburg or Secunda ("Broad-based
Groups") (collectively "Selected Participants") through Sasol Inzalo
Groups Limited ("Groups InvestCo") and Sasol Inzalo Groups Funding
(Proprietary) Limited ("Groups FundCo") - 1,5%; and
- members of the black South African public ("Black Public") - 3,0%:
- through Sasol Inzalo Public Limited ("Public InvestCo") and Sasol
Inzalo Public Funding (Proprietary) Limited ("Public FundCo") by
way of a funded black public invitation (the "Funded Invitation");
and
- directly into Sasol by way of a share purchase scheme where
participants will subscribe for a separate class of Sasol BEE
Ordinary Shares for cash (the "Cash Invitation"),
(collectively, the "Sasol Inzalo Black Public Invitations").
The Employee Trusts, Foundation, Groups FundCo, Public FundCo and the Black
Public participating through the Cash Invitation together comprise the "BEE
Shareholders".
The Employee Trusts and the Foundation will be funded entirely through Sasol
facilitation. Groups FundCo and Public FundCo (collectively, the "Funding
Companies") will be funded by way of equity contributions and preference
share funding (including preference shares subscribed for by Sasol), with
appropriate Sasol facilitation. The Cash Invitation will rely on cash
subscriptions from participants only.
The Transaction will endure for a period of ten years.
3.2 Issue price for the Sasol Preferred Ordinary Shares and the Sasol BEE
Ordinary Shares
Two new classes of shares, Sasol Preferred Ordinary Shares and Sasol BEE
Ordinary Shares, the terms of which are outlined in paragraphs 4 and 5 below,
will be created. These shares will be issued at R 366 per share (the "Issue
Price"), being the 60 day volume weighted average price ("VWAP") of Sasol
ordinary shares to 18 March 2008, being the last day prior to the board of
directors of Sasol ("the Board") reaching a decision on the Issue Price.
The Issue Price represents a discount of approximately 11% to the Sasol
closing price on 18 March 2008. The Board, taking cognisance of the
preliminary fairness opinion provided by Deloitte & Touche Corporate Finance
("Deloitte") as contained in paragraph 14 below, is of the view that a 60 day
VWAP is appropriate given the recent volatility of the Sasol share price and
the need for Sasol to ensure a sustainable Transaction over the long term.
3.3 Specific issue of shares
In order to give effect to the Transaction, Sasol will issue to the BEE
Shareholders:
- 34,7 million Sasol ordinary shares (5,5% of Sasol`s issued share
capital) at a nominal value of R0,01 per share, subject to Sasol`s
Repurchase Right at the end of the Transaction term (detailed in
paragraphs 6 and 7 below);
- 25,6 million Sasol Preferred Ordinary Shares (4,1% of Sasol`s issued
share capital) at the Issue Price. Should the subscriptions for the
Sasol BEE Ordinary Shares under the Cash Invitation be less than 2,8
million shares, the number of Sasol Preferred Ordinary Shares made
available for the Funded Invitation could be increased by such
shortfall, up to a maximum of 2,8 million Sasol Preferred Ordinary
Shares, so that the Sasol Preferred Ordinary Shares that are available
for the Funded Invitation could reach a maximum of 18,9 million.
Accordingly the number of issued Sasol Preferred Ordinary Shares could
therefore reach a maximum in total of 28,4 million; and
- 2,8 million Sasol BEE Ordinary Shares (0,4% of Sasol`s share capital) at
the Issue Price. Should subscriptions for the Sasol Preferred Ordinary
Shares under the Funded Invitation be less than 16,1 million shares, the
shortfall, up to a maximum of 16,1 million Sasol BEE Ordinary Shares,
will be made available for the Cash Invitation and the number of issued
Sasol BEE Ordinary Shares could therefore reach a maximum of
18,9 million,
provided that the total number of Sasol Preferred Ordinary Shares and Sasol
BEE Ordinary Shares issued to the Black Public under the Sasol Inzalo Black
Public Invitations does not exceed 18,9 million shares.
The shares will be issued as follows:
Shares % interest Current market
(million) in Sasol value*
(R million)
Sasol ordinary shares
Employee Trusts 25,2 4,0 10 345
Sasol Inzalo Foundation 9,5 1,5 3 879
34,7 5,5 14 224
Sasol Preferred Ordinary
Shares
Groups FundCo 9,5 1,5 3 879
Public FundCo 16,1 2,6 6 595
25,6 4,1 10 474
Sasol BEE Ordinary Shares
Black Public directly 2,8 0,4 1 164
Total 63,1 10,0 25 862
* the current market value of the shares is based on the closing share price
on 18 March 2008 of R 410.
4. Sasol Preferred Ordinary Shares
Sasol will create Sasol Preferred Ordinary Shares by converting 28,4 million
authorised, unissued, no par value Sasol ordinary shares into Sasol Preferred
Ordinary Shares.
Sasol will issue up to 28,4 million Sasol Preferred Ordinary Shares as
follows:
- 9,5 million Sasol Preferred Ordinary Shares or 1,5% of Sasol`s issued
share capital to Groups FundCo; and
- up to 18,9 million Sasol Preferred Ordinary Shares or 3,0% of Sasol`s
issued share capital to Public FundCo.
The Sasol Preferred Ordinary Shares will not be listed on the JSE Limited
("JSE").
The Sasol Preferred Ordinary Shares will carry a cumulative preferred
dividend right during the term of the Transaction, as follows:
- R16,00 per annum for each of the three years ending 30 June 2011;
- R22,00 per annum for the next three years until 30 June 2014; and
- R28,00 per annum for the last four years until 30 June 2018.
The preferred ordinary dividend will be adjusted appropriately such that the
Funding Companies will not be adversely affected, from a tax perspective,
when the proposed change from a secondary tax on companies to a shareholder
dividend withholding tax becomes effective. Such adjustment will only be
made to the extent that Sasol is not in a worse economic position after the
adjustment.
The preferred dividend right of the Sasol Preferred Ordinary Shares will rank
ahead of the dividend rights of the Sasol ordinary shares and Sasol BEE
Ordinary Shares. Except for the preferred dividend right, the Sasol Preferred
Ordinary Shares will rank pari passu with the Sasol ordinary shares. At the
end of the term of the Transaction, the preferred dividend right will cease
and the Sasol Preferred Ordinary Shares will automatically be Sasol ordinary
shares, which will then be listed on the JSE as Sasol ordinary shares.
5. Sasol BEE Ordinary Shares
Sasol will create the Sasol BEE Ordinary Shares, by converting 18,9 million
authorised, unissued, no par value Sasol ordinary shares into Sasol BEE
Ordinary Shares. Sasol will issue up to 18,9 million Sasol BEE Ordinary
Shares to those members of the Black Public who choose to participate in the
Transaction through the Cash Invitation and who subscribe for these shares.
The Sasol BEE Ordinary Shares, which are more fully described in paragraph
9.5 below, will rank pari passu with the Sasol ordinary shares and will
differ only in the fact that they will not be listed. The Sasol BEE Ordinary
Shares cannot be traded for the first two years of the Transaction and, for
the remainder of the Transaction term, can only be traded between Black
People and Black Groups. At the end of the Transaction term, the Sasol BEE
Ordinary Shares will automatically be Sasol ordinary shares and will then be
listed on the JSE.
6. Employee participation
6.1 Introduction
The employee share ownership schemes that will be established for the benefit
of Sasol Employees (the "Employee Scheme") and Black Managers (the
"Management Scheme") (collectively, "Sasol Inzalo Schemes") will benefit from
the 4,0% of Sasol`s issued share capital issued to the Employee Trusts.
The Sasol Inzalo Schemes are intended to broaden ownership in Sasol among
Sasol`s employees and to spread a significant portion of the benefit of the
Transaction amongst Sasol employees to contribute to the sustained success of
Sasol.
The participation in the Transaction of each Employee Trust is set out below.
Employee Trusts Shares % of Sasol Current
(million) market
value*
(R million)
Sasol Inzalo Employee 23,3 3,7% 9 569
Trust
Sasol Inzalo Management 1,9 0,3% 776
Trust
Total 25,2 4,0% 10 345
* The current market value of the shares is based on the closing share price
on 18 March 2008 of R410.
Vested rights will be allocated to black Sasol Employees and Black Managers
in respect of approximately 2,3% of Sasol`s issued share capital. Vested
rights will be allocated to white employees and migrant workers who will
participate in the Employee Scheme in respect of approximately 1,7% of
Sasol`s issued share capital. 58% of the participants in the Sasol Inzalo
Schemes will be Black People and 42% will be white employees and migrant
workers. White employees and migrant workers will not be included in the
calculation of BEE points in terms of the Codes.
6.2 Terms of participation by Sasol Employees and Black Managers
Participants in the Sasol Inzalo Schemes will each be granted vested rights
to Sasol ordinary shares. This is subject to Sasol being entitled to
repurchase a number of shares, determined in terms of a formula, at the end
of the Transaction term (the "Repurchase Right"). Each right granted to a
participant in the Sasol Inzalo Schemes will correspond to one Sasol ordinary
share. These rights will vest at the inception of each of the schemes. The
Sasol Employees and Black Managers will not be required to contribute equity
and will become entitled, from inception, to the distribution of all the
ordinary dividends received by the Employee Trusts (as described in paragraph
6.3 below), in proportion to their respective rights.
Each participant in the Employee Scheme will be allocated vested rights to
850 Sasol ordinary shares, equivalent to approximately R350 000 at the
closing price on 18 March 2008 of R 410 per share. The allocation of vested
rights to Sasol ordinary shares in the Management Scheme will be on the basis
of seniority and range from 5 000 to 25 000. 10% of the shares in the
Employee Trusts will be set aside for new employees appointed during the
first five years of the Transaction.
Black Sasol executive directors will participate in the Black Management
Scheme and will accordingly be related parties for purposes of the JSE
Listings Requirements.
Sasol Employees or Black Managers who leave the employ of Sasol during the
term of the Transaction by reason of dismissal will forfeit all their rights
to Sasol ordinary shares.
A Sasol Employee or Black Manager who leaves the employ of Sasol by reason of
resignation:
- within the first three years after having been allocated vested rights
will forfeit all such rights; and
- three years or more after having been allocated vested rights will
forfeit 10% of such rights for each full year or part thereof remaining
from the date of resignation until the end of the term of the
Transaction.
Sasol Employees or Black Managers who leave the employ of Sasol by reason of
retirement, early retirement, ill health or dismissal due to operational
requirements at any time during the term of the Transaction will retain their
entire allocation of rights until the end of the term of the Transaction.
The heirs of those Sasol Employees and Black Managers who die will likewise
succeed to their entire allocation.
Forfeited vested rights to Sasol ordinary shares will be available for re-
allocation to new and existing Sasol employees.
6.3 Subscription by the Employee Trusts for Sasol ordinary shares
The subscription by the Employee Trusts for Sasol ordinary shares will be
facilitated by Sasol as follows.
- The Employee Trusts, which will be funded by contributions from Sasol,
will collectively subscribe for 25,2 million Sasol ordinary shares at a
nominal value of R0,01 per share, for a total subscription price of R252
000.
- Each subscription at nominal value will be subject to the following pre-
conditions:
- the right to receive only 50% of the ordinary dividends and none of the
extra-ordinary dividends paid in respect of the Sasol ordinary shares
issued to the Employee Trusts for the duration of the Transaction; and
- Sasol`s Repurchase Right in terms of which Sasol is entitled to
repurchase a -number of Sasol ordinary shares from the Employee Trusts
at a nominal value of R0,01 per share. The number of shares will be
calculated in accordance with a predetermined formula which considers
the following:
- the aggregate value of the Sasol ordinary shares issued to the
Employee Trusts based on R366 per share (i.e. the 60 day VWAP of
Sasol ordinary shares to 18 March 2008), escalated at 11,5% per
annum for the Transaction term;
- the dividends not paid to the Employee Trusts resulting from the
pre-conditions attaching to their subscription for Sasol ordinary
shares; and
- the market price of the Sasol ordinary shares at the end of the
Transaction term.
After Sasol has exercised its Repurchase Right and subject to the forfeiture
of vested rights outlined in paragraph 6.2 above, each Sasol Employee and
Black Manager will receive a number of Sasol ordinary shares having regard to
the participant`s vested rights to those shares.
Any shares and other assets remaining in the Employee Trusts after the
reallocation and distribution to new and existing Sasol employees will be
distributed to the Foundation as residual vested beneficiary.
6.4 Governance of the Sasol Inzalo Schemes
Two of the trustees of the Sasol Inzalo Employee Trust will be appointed by
the Sasol Employees and one trustee will be appointed by Sasol. The Black
Managers and Sasol will each appoint one trustee for the Sasol Inzalo
Management Trust. The trustees appointed by the Sasol Employees and Black
Managers will be independent of Sasol.
The trustees will exercise the voting rights attached to the Sasol ordinary
shares owned by the Employee Trusts in accordance with the individual
instructions of the Sasol Employees and Black Managers. Where participants
have not given voting instructions, the trustees will exercise the voting
rights at their discretion.
7. Sasol Inzalo Foundation
7.1 Introduction
The Foundation will own 1,5% of Sasol`s issued share capital.
The vision of the Foundation is to significantly contribute to sustainable
socio-economic growth in South Africa by focusing on skills development,
primarily in mathematics, science and technology. The Foundation will be
formed for that purpose. The Foundation will endure indefinitely.
7.1.1 Objectives and activities of the Foundation
The principal purpose of the Foundation will be to carry on educational
public benefit activities with an emphasis on mathematics, science and
technology. In doing so, it shall act as a Broad-based Ownership Scheme as
contemplated in the Codes.
The trustees of the Foundation will give preference to the following
activities in achieving the objectives of the Foundation:
- alleviating the lack of skilled mathematics, science and technology
tuition in schools so as to boost the number of pupils graduating with
mathematics, science and technology subjects and skills from secondary
schools, inter alia, through the establishment of the Sasol Maths and
Science Academy as a secondary school aiming to achieve a high level of
excellence in these areas based on internationally recognised curricula;
- boosting the vocational skills pool in South Africa, inter alia, through
working jointly with or making donations to Further Education and
Training Colleges ("FET Colleges"), following on from the South African
Government`s `Adopt-an-FET` initiative, in an endeavour to address
skills shortages in respect of South African artisans generally. This
will be done, inter alia, by means of a nationwide drive to use retired
artisans and engineers:
- as coaches to allow learners to complete the practical component of
their training and consequently become qualified as artisans and so
become employable; and
- to transfer their training skills to the FET Colleges;
- expanding the current Sasol Centres of Excellence initiative to include
needy tertiary institutions and promoting success rates of secondary
school pupils in achieving entry into degree courses with a mathematics,
science and/or technology base and graduating in those degrees and
undertaking post-graduate study, including:
- the provision of bridging courses to enable entry or continued
participation in a tertiary education institution; and
- assisting with curriculum development for tertiary institutions,
with a strong mathematics, science and technology focus.
7.2 Subscription by the Foundation for Sasol ordinary shares
The subscription by the Foundation for Sasol ordinary shares will be
facilitated by Sasol as follows:
- The Foundation, which will be funded by a contribution from Sasol, will
subscribe for 9,5 million Sasol ordinary shares at a nominal value of
R0,01 per share. The total subscription price will be R95 000.
- Each subscription at nominal value will be subject to the following pre-
conditions:
- the rights to receive only 5% of ordinary dividends and none of the
extra-ordinary dividends paid in respect of the Sasol ordinary
shares issued to the Foundation, for the Transaction term; and
- Sasol being entitled to repurchase a number of Sasol ordinary
shares, determined in accordance with a formula, from the
Foundation at the end of the term of the Transaction (the
"Repurchase Right").
- At the end of the Transaction term, Sasol may repurchase from the
Foundation a number of Sasol ordinary shares at a nominal value of R0,01
per share. The number of shares will be calculated in accordance with a
predetermined formula as described in paragraph 6.3 above.
After Sasol has exercised its Repurchase Right, the Foundation will receive
100% of dividends declared by Sasol on the Sasol ordinary shares owned by the
Foundation and will utilise such dividends to fund its activities.
7.3 Funding of activities of the Foundation
During the Transaction term, the operating and capital expenditure of the
Foundation will be funded from:
- the dividends received from the Sasol ordinary shares issued to the
Foundation;
- donations from the Sasol Group; and
- funds raised from other donors.
It is envisaged that the Foundation will be self sufficient as regards its
operating expenses from inception.
7.4 Governance of the Foundation
The Foundation will be administered by a board of not less than three
trustees which will be appointed by Sasol. The majority of the trustees will
be Black People and 25% will be black women. At least 50% of the trustees
will be independent of Sasol and not employed by the Foundation. The trustees
will not be beneficiaries of the Foundation.
The trustees will appoint a director to manage the day to day operations and
affairs of the Foundation.
8. Participation by Selected Participants
8.1 Introduction
Selected Participants will indirectly own 1,5% of Sasol`s issued share
capital through Groups InvestCo and Groups FundCo.
Pursuant to the request for the submission of expressions of interest by
Black Groups that was published by Sasol on 16 and 17 September 2007 and
again on 9 October 2007, Sasol received a large number of expressions of
interest. After performing a comprehensive evaluation of the groups that
submitted expressions of interest, Sasol has selected a number of groups to
participate as Selected Participants and is currently finalising the terms of
their participation in the Transaction.
35 Broad-based Groups and 51 Involved Groups have accepted an invitation to
participate and will indirectly participate, through Groups InvestCo, in 85%
of the Sasol Preferred Ordinary Shares to be issued to Groups FundCo. The
Involved Groups include Abrina 5604 Limited ("Abrina") (described further
below) and the investment companies of certain of Sasol`s recognised trade
unions.
Sasol is continuing the process of selecting, in its discretion, appropriate
Black Groups to acquire the balance of 15% of the Sasol Preferred Ordinary
Shares. The Black Groups to be selected will have similar characteristics to
the Broad-based Groups and the Involved Groups that have already been invited
to participate in the Transaction.
In the interim, the Groups Facilitation Trust, a vehicle created for this
purpose, will subscribe for the balance of 15% of the Sasol Preferred
Ordinary Shares. The Groups Facilitation Trust will be funded by Sasol. The
name and description of the Selected Participants, together with, inter alia,
their respective shareholdings in Groups InvestCo will be set out in the
circular to shareholders referred to in paragraph 17 below ("Circular").
It is intended that the Broad-based Groups will play an important role in
assisting Sasol to increase South Africa`s skills pool.
Sasol retail convenience centres franchisees have established Abrina which,
subject to finalising its internal funding arrangements, has been invited to
participate in an indirect subscription of Sasol Preferred Ordinary Shares to
a value of R820 million. The shareholding in Abrina, which is in the process
of being finalised, is expected to be as follows:
- the employees of the individual franchisees (up to 3 900 employees) will
benefit from 37,5% of the issued share capital of Abrina through a
trust; and
- up to 234 shareholders representing approximately 100 franchise owners
will hold 62,5% of the issued share capital of Abrina.
It is anticipated that 85% of the interest that will be taken up by Abrina in
Groups InvestCo will be for the benefit of Black People.
8.2 Terms for participation by Selected Participants
An agreement ("Governing Agreement") and deeds of adherence will be concluded
between Sasol, Selected Participants, Groups InvestCo and Groups FundCo in
terms of which each Selected Participant will undertake, inter alia, for the
duration of the Transaction term:
- to comply with the provisions of the Governing Agreement, failing which
that Selected Participant will be obliged to offer its shares in Groups
InvestCo to the Groups Facilitation Trust;
- not to dispose of or encumber its ordinary shares in Groups InvestCo,
other than to the Groups Facilitation Trust if a forced sale occurs;
- to retain its BEE status and corporate structure (where applicable);
for Broad-based Groups, continue to be involved in skills development
and/or community upliftment projects in Sasolburg and Secunda; and
- be managed in accordance with generally accepted corporate governance
principles.
The Selected Participants will be entitled to receive a dividend of up to 5%
of the dividend on Sasol Preferred Ordinary Shares in proportion to their
effective interest in Sasol`s issued share capital, from the commencement of
the fourth year of the Transaction term, subject to the financing
requirements of Groups FundCo.
At the end of the Transaction term, the Sasol Preferred Ordinary Shares will
automatically be Sasol ordinary shares and will then be listed on the JSE.
At the time, Sasol ordinary shares may need to be sold to redeem the
preference share funding and to pay any costs and taxes incurred by Groups
FundCo. The Sasol ordinary shares remaining in Groups FundCo may then be
distributed to the Selected Participants in proportion to their shareholding
in Groups InvestCo.
8.3 Subscription by Groups FundCo for Sasol Preferred Ordinary Shares
Groups FundCo will subscribe for 9,5 million Sasol Preferred Ordinary Shares
funded by equity from Selected Participants through Groups InvestCo and
preference share funding. Other than Abrina, the Selected Participants will
subscribe for ordinary shares in Groups InvestCo by contributing equity equal
to 5% for their first R50 million allocation of Sasol Preferred Ordinary
Shares and 10% of the value of their effective allocation in excess of R50
million.
Abrina will contribute equity equal to 5% for its entire allocation as it
facilitates the participation of the franchisees` employees who are unable to
contribute any equity.
8.4 Governance
The Selected Participants will be entitled to appoint directors to the boards
of Groups FundCo and Groups InvestCo. The boards of directors of Groups
InvestCo and Groups FundCo will comprise the same individuals. The majority
of the directors must be Black People and not less than 40% must be black
women.
Groups FundCo will, from inception, have full voting and economic rights with
regard to its 1,5% of Sasol`s issued share capital.
9. Participation by the Black Public
9.1 Introduction
The aim of the Sasol Inzalo Black Public Invitations is to provide as many
Black People as possible the opportunity to acquire shares in Sasol.
Participants in the invitations will be Black People and Black Groups,
including partnerships, trusts and unincorporated groups such as `stokvels`.
The Black Public could own 3% of Sasol`s issued share capital, through their
participation in the Funded Invitation and Cash Invitation.
The total number of Sasol Preferred Ordinary Shares and Sasol BEE Ordinary
Shares issued to the Black Public under the Sasol Inzalo Black Public
Invitations will not exceed 18,9 million shares or 3% of Sasol`s issued share
capital.
The Sasol Inzalo Black Public Invitation will be launched on or about 22 May
2008.
The National Empowerment Fund ("NEF") and Sasol have entered into a
memorandum of understanding in terms of which it has been agreed that the NEF
will assist Sasol with the implementation of the Sasol Inzalo Black Public
Invitations. The NEF`s experience in designing, structuring and implementing
similar schemes, also places it in a unique position to assist Sasol with the
implementation of the Sasol Inzalo Black Public Invitations.
9.2 Subscriptions in terms of the Sasol Inzalo Black Public Invitation
In order to achieve the aim set out in paragraph 9.1 above, an aggregate of
18,9 million Sasol Preferred Ordinary Shares and Sasol BEE Ordinary Shares
will be made available for allotment and issue to the Black Public. It is
anticipated that approximately 16,1 million Sasol Preferred Ordinary Shares
and approximately 2,8 million Sasol BEE Ordinary Shares will be subscribed
for by the Black Public under the Sasol Inzalo Black Public Invitations. The
actual number of Sasol Preferred Ordinary Shares and Sasol BEE Ordinary
Shares issued will be dependent on the subscriptions received under the
respective invitations pursuant to which Sasol will adjust the number of
issued shares under each invitation such that the total number of shares
issued to the Black Public will not exceed 18,9 million.
Funded Invitation
Public FundCo will subscribe for up to 18,9 million Sasol Preferred Ordinary
Shares as explained in paragraph 3,3 at the Issue Price funded by equity from
the Black Public through Public InvestCo and preference share funding. The
Issue Price represents a discount of approximately 11% to the Sasol closing
share price on 18 March 2008. The Black Public will subscribe for ordinary
shares in Public InvestCo by contributing cash equal to 5% of the Issue Price
for the first 100 shares and 10% of the Issue Price for any subscription in
excess of 100 shares.
Cash Invitation
The Black Public will subscribe for up to 18,9 million Sasol BEE Ordinary
Shares as explained in paragraph 3.3 at the Issue Price. Although the Black
Public will be required to contribute 100% of the subscription consideration,
the Issue Price represents a discount of approximately 11% to the Sasol
closing share price on 18 March 2008.
9.3 Terms for participation by the Black Public in the Funded Invitation
The Funded Invitation makes use of funding facilitated by Sasol in Public
FundCo to reduce the cash contribution required from the Black Public.
Sasol`s objective is to make the Funded Invitation accessible to as many
Black People and Black Groups as possible. Accordingly, the minimum
subscription will be for 25 shares, which will represent a minimum
subscription of R 458 at the Issue Price.
In order to ensure the broadest possible base of participants in the Funded
Invitation, it is envisaged that the allocation of shares to the Black Public
will be made, in Sasol`s discretion, from the bottom up, starting with
applications for the smallest number of shares.
Participants in the Funded Invitation may not dispose of their ordinary
shares in Public InvestCo for the first three years after inception.
Thereafter, for the remainder of the Transaction term, trading of the Public
InvestCo ordinary shares will be allowed with other Black People or Black
Groups through an over-the-counter trading mechanism. Participants in the
Funded Invitation may not encumber their shares in Public InvestCo before the
end of the Transaction term.
The Black Public will be entitled to receive a dividend of up to 5% of the
dividend on the Sasol Preferred Ordinary Shares in proportion to their
effective interest in Sasol`s issued share capital, from the commencement of
the fourth year of the Transaction term, subject to the financing
requirements of Public FundCo.
At the end of the Transaction term, the Sasol Preferred Ordinary Shares will
automatically be Sasol ordinary shares and will then be listed on the JSE.
At the time, Sasol ordinary shares may need to be sold to redeem the
outstanding preference share funding and to pay any costs and taxes incurred
by Public FundCo. The Sasol ordinary shares remaining in Public FundCo may
then be distributed to the Black Public in proportion to their shareholding
in Public InvestCo.
9.4 Governance of Public FundCo and Public InvestCo
The shareholders of Public InvestCo will be entitled to appoint directors to
the boards of Public FundCo and Public InvestCo. The boards of directors of
Public FundCo and Public InvestCo will comprise the same individuals. The
majority of the directors must be Black People and not less than 40% must be
black women.
Public FundCo will, from inception, have full voting and economic rights with
regard to its interest in Sasol`s issued share capital.
9.5 Terms for participation in the Cash Invitation
The Cash Invitation allows members of the Black Public that so choose to
invest directly in Sasol BEE Ordinary Shares at the Issue Price. The minimum
subscription will be for 10 shares or such other number of shares as may
decided by Sasol in its discretion, which will represent a minimum
subscription of R 3 660 at the Issue Price. This invitation aims to cater
for investors with more funds available to invest, who wish to obtain direct
exposure to Sasol shares and who may have a shorter investment time horizon.
Participants in the Cash Invitation will receive dividends per share
simultaneously with, and equal to, Sasol ordinary shareholders. In addition,
they will be entitled to exercise the voting rights attaching to their Sasol
BEE Ordinary Shares.
Participants in the Cash Invitation will be entitled to encumber their Sasol
BEE Ordinary Shares, provided that these shares continue to be owned by
members of the Black Public for the duration of the Transaction term.
In order to ensure the broadest possible base of participants in the Cash
Invitation, it is envisaged that the allocation of shares to the Black Public
will be made, in Sasol`s discretion, from the bottom up, starting with
applications for the smallest number of shares.
At the end of the term of the Transaction, the Sasol BEE Ordinary Shares will
automatically be Sasol ordinary shares and will then be listed on the JSE.
Should circumstances so require, Sasol may amend the structure relating to
the Cash Invitation and, if so, shareholders will be advised of the change in
the Circular.
10. Funding of Selected Participants and Black Public participating in
Funded Invitation
The Selected Participants and the Black Public participating in the Funded
Invitation will indirectly participate in Sasol through their respective
interests in Groups InvestCo and Public InvestCo (collectively, the
"Investment Companies") and the Funding Companies.
10.1 Subscription by the Funding Companies for Sasol Preferred Ordinary
Shares and the funding thereof
The Funding Companies will subscribe for Sasol Preferred Ordinary Shares in
Sasol`s issued share capital at the Issue Price. The subscription will be
funded by a combination of:
- equity received from the Investment Companies;
- preference shares (A, B and C Preference Shares) subscribed for by the
Financing Institutions; and
- D preference shares subscribed for by Sasol ("D Preference Shares").
The funding that is required by Groups FundCo and Public FundCo to subscribe
for Sasol Preferred Ordinary Shares at the Issue Price is outlined in the
table below.
Funding required (R million)
Sources of funding Groups Public Total
FundCo FundCo*
EQUITY 220 400 620
PREFERENCE SHARES 3 256 5 510 8 766
A Preference Shares 900 1 530 2 430
B Preference Shares 450 765 1 215
C Preference Shares 950 1 900 2 850
D Preference Shares 956 1 315 2 271
Total 3 476 5 910 9 386
* assuming that 16,1 million Sasol Preferred Ordinary Shares will be
subscribed for by Public FundCo at the Issue Price and that 2,8 million Sasol
BEE Ordinary Shares will be subscribed for by the Black Public, under the
Cash Invitation, at the Issue Price
Equity contributions
R 220 million of equity will be required to fund Groups FundCo. The Selected
Participants that have accepted the invitation to participate are expected to
contribute R 170 million through their investment in Groups InvestCo. The
remainder of the equity will be contributed by the Groups Facilitation Trust.
It is estimated that an amount of R400 million will be contributed as equity
by the Black Public.
Preference share funding
The A, B and C Preference Shares will be raised in the market by the
appointed arrangers namely Rand Merchant Bank, a division of FirstRand Bank
Limited, and The Standard Bank of South Africa Limited (the "Arrangers"),
through a competitive bidding process. Sasol has received funding
commitments from the Financing Institutions and is in the process of
concluding the funding agreements. The average cost of the preference share
funding raised, as at 18 March 2008, is estimated to be 10,8% per annum.
The A Preference Shares totalling approximately R 430 million in value will
be senior preference shares with a fixed dividend rate linked to the prime
lending rate. It is anticipated that 50% or more of the initial capital of
the A Preference Shares will be redeemed over the term of the Transaction
(commencing after the expiry of three years from the commencement of the
Transaction term). The A Preference Shares will be secured against the
ordinary shares in the relevant Funding Company held by the relevant
Investment Company. Neither of the Funding Companies is permitted to dispose
of or encumber the Sasol Preferred ordinary Shares and other assets owned by
such Funding Company.
The B Preference Shares totalling approximately R 1 215 million in value will
be mezzanine preference shares with a fixed dividend rate linked to the prime
lending rate. The dividends on the B Preference Shares will be fully serviced
over the term of the Transaction but no preference shares will be redeemed
during this period. The B Preference Shares will be subordinated to the A
Preference Shares.
The C Preference Shares totalling a minimum of R 2 850 million in value will
be issued at a floating dividend rate linked to the prime lending rate. The
C Preference Shares will receive some cash dividends from the start of the
seventh year after the commencement of the Transaction, but the majority of
the dividends will accumulate and will be settled at the end of the
Transaction term. The C Preference Shares will be subordinated to the A and
B Preference Shares and secured against a Sasol guarantee.
Sasol will subscribe for D Preference Shares to fund the shortfall of R 2 271
million between the amount required to subscribe for the Sasol Preferred
Ordinary Shares and the aggregate funding raised through the equity
contributions from Selected Participants and the Black Public participating
in the Funded Invitation and the issue of the A, B and C Preference Shares.
The D Preference Shares will be issued at a floating dividend rate linked to
the prime lending rate and will be subordinated to the A, B and C Preference
Shares. The D Preference Shares will not receive any cash dividends for the
duration of the transaction but will, in all other respects, have
substantially the same rights, privileges and conditions as the C Preference
Shares.
Should the subscriptions received in terms of the Funded Invitation differ
from the subscriptions envisaged in paragraphs 3.3, the funding packages for
the A, B and C Preference Shares can be adjusted up to a maximum aggregate
amount of R6 900 million
11. Facilitation by Sasol
Sasol intends to facilitate the Transaction as follows:
- in respect of the Employee Schemes, Sasol will fully facilitate the
acquisition of the Sasol Ordinary Shares at nominal value by the
Employee Trusts, subject to Sasol`s Repurchase Right at the end of the
Transaction term;
- Sasol will fully facilitate the acquisition of the Sasol ordinary shares
at nominal value by the Foundation, subject to Sasol`s Repurchase Right
at the end of the Transaction term;
- in respect of the Funding Companies:
- Sasol will facilitate the subscription for C Preference Shares by
Financing Institutions through the provision of a guarantee;
- Sasol will subscribe for D Preference Shares to fund the shortfall
between the amount required to subscribe for the Sasol Preferred
Ordinary Shares and the aggregate funding raised through the equity
contributions from Selected Participants and the Black Public and
the issue of the A, B and C Preference Shares; and
- Sasol will fund the Groups Facilitation Trust and the Public
Facilitation Trust to subscribe for shares that are not subscribed
for by Selected Participants and the Black Public; and
- issuing the Sasol Preferred Ordinary Shares and the Sasol BEE Ordinary
Shares at the Issue Price which is below the closing price of R 410 per
share as at 18 March 2008.
The impact of Sasol`s facilitation ("share-based payment charge"), which is a
non-cash cost with no impact on the net asset value of the Company, is
expected to be approximately R 7 082 million for the duration of the
Transaction. This equates to 2,8% of Sasol`s market capitalisation which is
in line with comparable, recently concluded, BEE transactions. The share-
based payment charge is calculated in accordance with International Financial
Reporting Standard ("IFRS") 2 - Share-based Payment, and is further based on
the Issue Price and other prevailing market conditions. Changes in the
closing price of the Sasol ordinary share at 18 March 2008 and at the date on
which all relevant conditions are fulfilled, as well as changes in the other
market conditions, could give rise to significant movements in this expense.
12. Illustrative pro forma financial effects
The unaudited pro forma financial effects of the Transaction and in
particular the specific issues of shares for cash, which are the
responsibility of the Sasol directors, have been prepared for illustrative
purposes only and, due to the nature thereof, they may not fairly represent
Sasol`s financial position, changes in equity, results of operations or cash
flows. The unaudited pro forma financial effects assume that the Transaction
had been fully implemented on 1 July 2007. It does not purport to be
indicative of what the financial results would have been had the Transaction
been implemented on a different date. The unaudited pro forma financial
effects of the Transaction are based on the assumptions set out in the notes
below and include assumptions on the closing share price which can only be
determined in the future.
The unaudited pro forma financial effects are presented in a manner
consistent in all respects with IFRS and Sasol`s accounting policies.
The Transaction has a positive effect on Sasol`s net asset value per share
and a marginal impact on the unaudited pro forma annualised earnings
excluding the share-based payment charge.
The unaudited pro forma financial effects of the Transaction are set out in
the table below:
Before1 After Percentage Percentage
change change
(%) (%)
(six months) (annualised)2
Attributable cents 1 505 943 (37,3) (21,2)
earnings per
share4
Attributable 1 505 1 484 (1,4) (0,8)
earnings per cents
share
(excluding the
share-based
payment
charge)4
Diluted cents 1 485 931 (37,3) (21,2)
earnings per
share5
Headline cents 1 456 895 (38,6) (21,9)
earnings per
share
Net asset cents 10 147 10 249 1,0 -
value per
share
Net tangible cents 9 946 10 049 1,0 -
asset value
per share
Weighted million 607,7 610,7 0,5 -
average number
of shares in
issue6
Diluted million 616,0 619,0 0,5 -
weighted
average number
of shares in
issue7
Notes and assumptions:
1. The unaudited pro forma financial information before the implementation
of the Transaction is based on the reviewed financial position of the
Sasol Group at 31 December 2007 and the results of its operations for
the six months ended 31 December 2007.
2. The results of the Sasol Group`s operations for the six months ended 31
December 2007 has been annualised, purely for illustrative purposes, in
order to demonstrate the impact of the Transaction on Sasol for a full
year. The unaudited pro forma financial effects of the Transaction for
the six months ended 31 December 2007 are distorted due to a significant
portion of share-based payment charge (which is discussed in note 4
below) being recognised immediately at implementation.
3. The unaudited pro forma financial information per share after the
Transaction is based on the assumptions that:
a. the Transaction was implemented with effect from 1 July 2007 for
calculation of the income statement effects and on 31 December 2007
for calculation of the statement of financial position effects;
b. 34,7 million Sasol ordinary shares were issued, at nominal value of
R0,01 per share, to the Employee Trusts and the Sasol Inzalo
Foundation;
c. 25,6 million Sasol Preferred Ordinary Shares were issued to the
Funding Companies at the Issue Price of R 366 per share, which
represents a discount of approximately 11% to the Sasol closing
price of R 410 per share on 18 March 2008;
d. 2,8 million Sasol BEE Ordinary Shares were issued to the Black
Public under the Cash Invitation at the Issue Price;
e. the Employee Trusts, Sasol Inzalo Foundation and the Funding
Companies are consolidated for accounting purposes. In this regard
any shares issued to these entities are regarded as treasury shares
for accounting purposes and are excluded from the above
calculations;
f. the preferred ordinary dividend per share in respect of the
25,6 million Sasol Preferred Ordinary Shares issued to the Funding
Companies for the six months ended 31 December 2007 amounts to
R16,00 per annum;
g. based on prevailing market rates, the average cost of the
preference share funding raised as at 18 March 2008 is estimated at
10,8% per annum; and
h. the impact of all other movements in cash have been calculated at
the average of the relevant prevailing market rates over the six
months ended 31 December 2007.
4. In accordance with IFRS 2 - Share-based Payment, attributable earnings
for the six months ended 31 December 2007 has been reduced by R 3
303 million.
The total share-based payment charge for the Transaction amounts to R 7
082 million for the full Transaction term. The facilitation by Sasol
giving rise to the share-based payment charge is outlined in paragraph
11.
The share-based payment charge associated with the Employee Trusts
amounts to R 4 221 million for the full Transaction term and will be
expensed in the income statement over the ten year period. The charge
for the six months ended 31 December 2007 therefore amounts to R 442
million.
The share-based payment charge of R 2 861 million attributable to the
participation of the other BEE Shareholders is recognised immediately in
the income statement when all relevant conditions have been fulfilled.
5. The diluted earnings per share is calculated by dividing earnings by the
diluted weighted average number of shares in issue for the period.
6. The weighted average number of shares excludes the shares issued to the
Employee Trusts, the Foundation and the Funding Companies, which shares
are treated as treasury shares. The weighted average number of shares
includes the 2,8 million Sasol BEE Ordinary Shares issued to the Black
Public under the Cash Invitation.
7. The diluted weighted average number of shares in issue for the period
ended 31 December 2007 does not assume the effect of any Sasol ordinary
shares that may be sold in order to settle the outstanding debt under
the A and B preference share funding as the effect thereof is anti-
dilutive.
13. Fulfilment of conditions
The Transaction is subject to the fulfilment of the following conditions:
- the signature of the agreements required to implement the Transaction;
- the approval by Sasol`s shareholders of the Transaction;
- the approval by the JSE of the Transaction; and
- registration of the special resolutions by the Companies and the
Intellectual Property Registration Office ("CIPRO").
14. Fairness opinion
The Board has appointed Deloitte to prepare a fairness opinion in respect of
the terms of the Sasol Preferred Ordinary Shares and the Sasol BEE Ordinary
Shares. Deloitte has advised the Board, on a preliminary basis, that the
terms of the Sasol Preferred Ordinary Shares and the Sasol BEE Ordinary
Shares are fair to Sasol shareholders. Deloitte`s fairness opinion will,
however, be formalised and finalised at the last practicable date prior to
the publication of the relevant Circular to Sasol shareholders and will be
based on financial, regulatory, securities market and other conditions
prevailing at that time.
15. Salient dates and times
2008
Circular and notice of general meeting Monday, 21 April
posted to Sasol shareholders on Thursday, 15 May
Last day for receipt of forms of proxy for
the general meeting by 09:00 on
General meeting to be held at 09:00 at the Friday, 16 May
registered office of Sasol on
Results of the general meeting released on Friday, 16 May
SENS on
Special resolutions lodged with CIPRO on Monday, 19 May
or about
Results of the general meeting published Monday, 19 May
in the press on
These dates and times are subject to change. Any material change will be
published on SENS and in the press.
16. General meeting
A general meeting of shareholders ("General Meeting") will be held at 09:00
on Friday, 16 May 2008, at the registered office of Sasol, 1 Sturdee Avenue,
Rosebank, Johannesburg, 2196, to consider and, if deemed fit, pass, with or
without modification, the special and ordinary resolutions required to
implement the Transaction.
17. Further documentation
A Circular setting out the full terms of the Transaction and convening the
General Meeting will be posted to shareholders on or about 21 April 2008.
A prospectus containing the details of the Sasol Inzalo Black Public
Invitations will be made available at selected South African Post Offices in
due course.
18. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that caution is no longer required when dealing in
their Sasol ordinary shares.
Rosebank
25 March 2008
Merchant bank and transaction sponsor
RAND MERCHANT BANK
(A division of FirstRand Bank Limited)
Legal adviser
Edward Nathan Sonnenbergs Inc
Independent expert
Deloitte & Touche Corporate Finance
Reporting accountants and auditors
KPMG Inc.
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Disclaimer - Forward-looking statements
We may in this document make statements that are not historical facts and
relate to analyses and other information based on forecasts of future results
and estimates of amounts not yet determinable. There are forward-looking
statements as defined in the U.S. Private Securities Litigation Reform Act of
1995. Words such as "believe", "anticipate", "expect", "intend", "seek",
"will", "plan", "could", "may", "endeavour" and "project" and similar
expressions are intended to identify such forward-looking statements, but are
not exclusive means of identifying such statements. By their very nature,
forward-looking statements involve inherent risks and uncertainties, both
general and specific, and there are risks that predictions, forecasts,
projections and other forward-looking statements will not be achieved. If one
or more of these risks materialize, or should underlying assumptions prove
incorrect, actual results may be very different from those anticipated. The
factors that could cause our actual results to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements are discussed more fully in our annual report
under the Securities Exchange Act of 1934 on Form 20-F filed on 21 November
2007 and in other filings with the United States Securities and Exchange
Commission. Forward-looking statements apply only as of the date on which
they are made and Sasol does not undertake any obligation to update or revise
any of them, whether as a result of new information, future events or
otherwise.
The Sasol shares that will be allocated in terms of the BEE transaction 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.
Date: 25/03/2008 07:20:16 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |
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