|
SOL
SOL
SOL - Sasol - Results Of The Invitations To Members Of The Black Public To
Subscribe For Sasol Bee Ordinary Shares
Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration no.: 1979/003231/06)
Share code JSE: SOL NYSE: SSL
ISIN: ZAE000006896 US8038663006
("Sasol")
Sasol Inzalo Public Limited
Incorporated in the Republic of South Africa
(Registration no.: 2007/030646/06)
("Sasol Inzalo")
RESULTS OF THE INVITATIONS TO MEMBERS OF THE BLACK PUBLIC TO SUBSCRIBE FOR SASOL
BEE ORDINARY SHARES IN SASOL ("SASOL BEE ORDINARY SHARES") AND ORDINARY SHARES
IN SASOL INZALO ("SASOL INZALO ORDINARY SHARES")
1. Introduction
Sasol invited members of the black public to apply for up to 2 838 564 Sasol BEE
ordinary shares ("Cash Invitation") in terms of the prospectus dated 15 May 2008
issued by Sasol ("Cash Invitation Prospectus"). Simultaneously, Sasol Inzalo,
which at the time was a wholly owned subsidiary of Sasol, invited members of the
black public to apply for up to 16 085 200 Sasol Inzalo ordinary shares ("Funded
Invitation") in terms of the prospectus dated 15 May 2008 issued by Sasol Inzalo
("Funded Invitation Prospectus"). The Cash Invitation Prospectus and the Funded
Invitation Prospectus are herein collectively referred to as "the Prospectuses".
- Sasol and Sasol Inzalo are pleased to announce that:
- the Cash Invitation and the Funded Invitation (collectively, "the
Invitations"), which were both a resounding success, were 13% and more than
300% oversubscribed, respectively;
- approximately 300 000 applications were received in respect of both
Invitations;
- applications from women and women`s groups comprised 47% of the
applications received;
- to the extent that applications were not accepted, refunds together with
interest on such refunds, as described in more detail in paragraph 5 below,
will be paid on 2 September 2008;
- Sasol BEE ordinary shares and Sasol Inzalo ordinary shares will be allotted
and issued by Sasol and Sasol Inzalo, respectively, to successful
applicants on 8 September 2008, to the extent that their applications were
accepted; and
- information will be posted to all applicants on 2 September 2008 to inform
them, inter alia, of the status of their applications, including, where
applicable, the extent to which their applications were accepted and the
number of shares that will be allotted and issued to them on 8 September
2008.
2. Results of the Invitations
A total of 2 838 564 Sasol BEE ordinary shares and 16 085 200 Sasol Inzalo
ordinary shares were available for allocation to members of the black public.
The results of the Invitations are summarised in the table below.
Cash Funded Total
Invitation Invitation
Number of applications 76 715 222 659 299 374
received
Capital raised (R million) 1 270 2 116 3 386
Number of shares to be 2 838 564 16 085 200 18 923 764
allotted and issued on 8
September 2008
Number of shares to be 0,4%(1) 2,6%(1,2) 3,0%(1)
allotted and issued as a
percentage of Sasol`s issued
capital
(1) Based on Sasol`s issued share capital on 18 March 2008, before the
implementation of Sasol Inzalo
(2) Based on the fact that in ten years` time the holders of the Sasol Inzalo
ordinary shares could potentially hold up to one Sasol ordinary share for
each Sasol Inzalo ordinary share issued, subject to the settlement of the
outstanding amount of preference share and any other funding at that time
All applications were considered by Sasol and Sasol Inzalo, respectively, except
for those referred to in paragraph 4. Unless the applications were disqualified
for the reasons described in the Prospectuses, the applications were accepted,
with effect from 2 September 2008, in full or in part, based on the principles
described in paragraph 3 below. In this regard, information, will be posted to
all applicants on 2 September 2008 to inform them, inter alia, of the status of
their applications, including, where applicable, the extent to which their
applications were accepted and the number of shares that will be allotted and
issued to them on 8 September 2008.
3. Principles for the acceptance of applications for shares
To achieve a broad based shareholding of Sasol BEE ordinary shares and Sasol
Inzalo ordinary shares, applications were accepted using a "bottom up" approach
so as to prioritise the acceptance, in whole or in part, of applications for
small numbers of shares over those for larger numbers of shares.
Applications for Sasol Inzalo ordinary shares and Sasol BEE ordinary shares,
were accepted by Sasol Inzalo (as directed by Sasol in its sole discretion) and
Sasol respectively, also having regard to factors such as the number of
applications received and in the case of:
- a black person, whether such person is a black woman, disabled or
unemployed;
- a black company, the percentage black women, disabled and unemployed
participation and black ownership and control;
- a black entity, the percentage black ownership, beneficiaries, members or
participants and black representatives and black women participation.
In addition, Sasol took account of the spread between black people and black
groups when considering the acceptance of the allocations.
3.1 Basis of allocation in the Funded Invitation
Applicants in the Funded Invitation could apply for a minimum of 25 Sasol Inzalo
ordinary shares for a subscription amount of R457,50. Applications for
subscription amounts between R457,50 (25 Sasol Inzalo ordinary shares) and
R915,00 (50 Sasol Inzalo ordinary shares), inclusive, were accepted in full,
unless the applicant concerned was otherwise disqualified. Applications for
subscription amounts in excess of R915,00 have been accepted as to 50 shares
each and a percentage of the balance of the shares applied for, unless the
applicant concerned was otherwise disqualified. On average the percentage by
which the applications in excess of R915,00 have been accepted amounts to 11,3%
of the balance of shares applied for. However, this percentage will differ from
applicant to applicant based on the other factors that have been considered as
described above.
In the Funded Invitation applications were accepted from women and women`s
groups which will result in the allotment and issue of 49% of the total number
of Sasol Inzalo ordinary shares to them.
3.2 Basis of allocation in the Cash Invitation
Applicants in the Cash Invitation could apply for a minimum of 10 Sasol BEE
ordinary shares for a subscription amount of R3 660,00. Applications for
subscription amounts between R3 660,00 (10 Sasol BEE ordinary shares) and R18
300,00 (50 Sasol BEE Ordinary Shares), inclusive, were accepted in full, unless
the applicant concerned was otherwise disqualified. Applications for
subscription amounts in excess of R18 300,00 have been accepted as to 50 shares
each and a percentage of the balance of the shares applied for, unless the
applicant concerned was otherwise disqualified. On average the percentage by
which the applications in excess of R18 300,00 have been accepted amounts to
76,7% of the balance of the shares applied for. However, this percentage will
differ from applicant to applicant based on the other factors that have been
considered as described above. The average percentage for the Cash Invitation
is much higher than that for the Funded Invitation because the Cash Invitation
was only 13% oversubscribed compared to the more than 300% oversubscription of
the Funded Invitation.
In the Cash Invitation applications were accepted from women and women`s groups
which will result in the allotment and issue of 40% of the total number of Sasol
BEE ordinary shares to them.
4. Applications that have not yet been verified
A number of original application forms and supporting documents submitted by
some applicants to the South African Post Office ("Post Office") have not yet
reached the Post Office`s central consolidation point, where verification is
undertaken. The Post Office has electronically captured the information
contained in the application forms and has paid all funds received in respect of
these applications to Computershare Investor Services (Proprietary) Limited
(Sasol and Sasol Inzalo`s share administrators) who are holding these funds for
and on behalf of the affected applicants. However, Sasol cannot consider these
applications until it is in possession of the original signed application forms
and supporting documents.
In order to expedite this process, the Post Office has been contacting the
affected applicants urging them to return to the Post Office to complete
duplicate application forms and to resubmit their supporting documents. A
letter has been posted to affected applicants explaining the situation and
providing them with a summary of the information that was captured by the Post
Office.
These applicants are assured that Sasol and Sasol Inzalo will allot and issue
sufficient shares (in respect of both Invitations) to the Sasol Inzalo Public
Facilitation Trust (the "Trust") on 8 September 2008 on the basis that the Trust
will be directed by Sasol to satisfy, in whole or in part, the applications of
affected applicants, which are accepted by Sasol or which Sasol directs Sasol
Inzalo to accept, in accordance with the principles described in paragraph 3
above. In the event of refunds being due to these applicants, the refund
amounts together with interest calculated up to the day before the date of such
refund will be paid to affected applicants as set out in paragraph 5.
The verification of applications that have not yet reached the Post Office`s
central consolidation point is of the utmost importance to Sasol and Sasol
Inzalo. Sasol and Sasol Inzalo are working with the Post Office to resolve this
matter as quickly as possible, to the reasonable satisfaction of all.
5. Refunds
Refunds will be made in the following instances:
- if applications were not accepted in full, due to the oversubscription;
- if applicants withdrew their applications after the expiry of the 45 day
period during which the applications were irrevocable; and
- if applicants were disqualified for any of the reasons described in the
Prospectuses.
Refunds for the appropriate amount of money commenced on 1 September 2008 by
electronic funds transfer into each affected applicant`s specified transactional
bank account and will continue on 2 September 2008, except for those
applications that have not reached the central consolidation point of the Post
Office as described in paragraph 4 above. Applicants bear the risk in respect
of electronic funds transfers.
Interest, at a rate of 5% per annum for the first R1 million and 7% per annum
for amounts in excess of R1 million, has been paid to affected applicants from
the closing date of 9 July 2008 until 1 September 2008.
As detailed in the Prospectuses, refunds of less than R15,00 will not be made.
Instead these amounts have been aggregated (amounting to R43 664) and will be
donated to the following charitable organizations:
- The Red Cross Children`s Hospital;
- World Vision South Africa;
- The AIDS Foundation of South Africa;
- Childline; and
- The Hospice Palliative Care Association.
6. Participation by Sasol and Sasol Inzalo directors and their associates
At the general meeting of Sasol shareholders held on 16 May 2008, shareholders
inter alia approved the participation by named black Sasol directors in the Cash
Invitation and the Funded Invitation. The approved maximum participation by
black Sasol directors was stipulated in the Prospectuses. It was also indicated
in the Prospectuses that the applications of such directors might be reduced in
the event of an oversubscription.
Ms Mkhize applied in the Funded Invitation and Cash Invitation, but subsequently
withdrew the Cash Invitation application made in her own name. An associate (as
defined in the Listings Requirements of the JSE Limited) of Ms Mkhize applied
for 430 Sasol BEE ordinary shares in the Cash Invitation and that application
was accepted in respect of 313 shares based on the principles described in
paragraph 3.2 above.
Dr Gantsho did not submit an application to participate in the Cash Invitation.
An associate of Mr Montsi (Mr Montsi resigned as a director of Sasol with effect
from 1 August 2008) applied for 10 000 Sasol BEE ordinary shares and that
application was accepted in respect of 9 655 shares based on the principles
described in paragraph 3.2 above.
Ms Fakude and Dr Mokaba submitted applications to participate in both the Cash
Invitation and the Funded Invitation, but applied to withdraw their
applications. Dr Gantsho submitted an application to participate in the Funded
Invitation and subsequently applied to withdraw the application.
The above revocation applications were accepted by Sasol after the 45 day period
during which applications were irrevocable. Other applications for revocation of
applications were treated in the same way.
Due to the oversubscription in the Funded Invitation, the applications of
directors and their associates were not accepted in full. The acceptances of
these applications were determined in accordance with the principles described
in paragraph 3.1 above.
The table below sets out the maximum number of Sasol Inzalo ordinary shares
which shareholders approved for allocation to directors, the actual number
applied for by directors and/ or their associates and the extent to which their
applications were accepted in the Funded Invitation:
Director or associate Indication in Number of Number of
of director Funded Sasol Sasol Inzalo
Invitation Inzalo ordinary
Prospectus ordinary shares in
regarding the shares respect of
number of Sasol applied for which the
Inzalo ordinary applications
shares that were accepted
would be
applied for by
director
Associate of 112 000 13 711 1 450
Thembalihle Hixonia
Nyasulu
Kandimathie Christine 273 200 230 050 31 004
Ramon (1) 70 050 9 470
Associate
Associate of Imogen 130 000 138 097 18 626
Nonhlanhla Mkhize
Associate of Sam 120 000 130 000 17 538
Montsi(2)
(1) Also a director of Sasol Inzalo
(2) Resigned as a Sasol director with effect from 1 August 2008
7. Welcome pack
The original share certificates issued in respect of the relevant shares to be
allotted and issued to the successful applicants on 8 September 2008 pursuant to
the Invitations, will be retained by the custodian appointed by Sasol, in
respect of the Cash Invitation, and Sasol Inzalo, in respect of the Funded
Invitation, to ensure compliance with the restrictions on disposal and
encumbrances, if applicable, of Sasol BEE ordinary shares and Sasol Inzalo
ordinary shares.
A welcome pack containing, inter alia, a welcome letter from the Chief Executive
Officer of Sasol, proof of participation certificate and important shareholder
information will be posted to all successful applicants. Letters have also been
sent to unsuccessful applicants, those applicants who withdrew after the 45 day
period during which the applications were irrevocable and those applicants whose
signed application forms have not yet reached the Post Office`s central
consolidation point.
8. Underlying value of Sasol BEE ordinary shares and Sasol Inzalo ordinary
shares
The intrinsic value of each Sasol BEE ordinary share and Sasol Inzalo ordinary
share, calculated in accordance with the respective formulae set out in the
Prospectuses, is available at www.sasol.com and will be updated on a monthly
basis.
All applicants can call 0800 000 222 with any queries.
Rosebank
2 September 2008
Merchant bank and transaction sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal adviser
Edward Nathan Sonnenbergs Inc.
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Date: 02/09/2008 12:45:01 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. |
|
