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SOL
SOL
SOL - Sasol Limited - Proposed listing of Sasol BEE Ordinary Shares on the
proposed - BEE segment of the exchange operated by JSE Limited ("JSE")
Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration number 1979/003231/06)
JSE share code: SOL ISIN: ZAE000006896
NYSE share code: SSL ISIN: US8038663006
("Sasol" or "the Company")
Proposed listing of Sasol BEE Ordinary Shares on the proposed - BEE segment of
the exchange operated by JSE Limited ("JSE")
1. Introduction and rationale
Sasol BEE Ordinary Shares were issued to the public pursuant to the Sasol cash
invitation prospectus dated May 2008 ("Cash Invitation"). Sasol BEE Ordinary
Shareholders became entitled to sell, with effect from 8 September 2010, their
Sasol BEE Ordinary Shares to Black groups and persons determined in accordance
with the Codes issued under the Broad Based Black Economic Empowerment Act, 2003
and such Sasol BEE Ordinary Shareholders` respective contracts with Sasol
referred to below ("Black Groups and Black Persons"). When the Cash Invitation
was issued by Sasol, each successful applicant was required to sign the
application form and as a result became bound by the cash contract contained in
the Cash Invitation ("Cash Contract"). From 8 September 2010 until the
establishment of the trading mechanism referred to below, Black Groups and Black
Persons acquiring Sasol BEE Ordinary Shares were, and will be, obliged to sign a
slightly modified version of the Cash Contract ("New Cash Contract").
As part of Sasol`s commitment to Sasol BEE Ordinary Shareholders to use its best
endeavours to set up a trading mechanism for the Sasol BEE Ordinary Shares,
Sasol in conjunction with the JSE explored the possibility of expanding the
JSE`s existing securities trading sectors to make provision for the trading of
Sasol BEE Ordinary Shares between Black Groups and Black Persons.
As all trading on the JSE currently takes place on the basis of the principle of
unrestricted transfers, it became clear that it would be necessary to implement
an entirely new ground-breaking system to allow trading only under a restricted
transfer environment to accommodate Sasol`s primary requirement that all trades
in Sasol BEE Ordinary Shares must be between Black Groups and Black Persons. The
JSE committed to implement such a trading mechanism but on a generic basis, to
enable issuers of securities which require transfers of these securities to be
restricted to Black Groups and Black Persons but excluding Sasol-specific
requirements ("BEE Compliant Persons"), to list these securities ("BEE
Securities"). Sasol has worked extensively with the JSE on this initiative, and
has dedicated significant resources to develop, in conjunction with the JSE, the
concept of the proposed BEE segment of the Main Board of the JSE ("BEE
Segment"). This initiative has impacted upon and required the co-operation of
not only the JSE itself but also the JSE members, Central Securities Depository
Participants and Strate Limited ("Strate"). Due to the aforegoing, the
initiative could not be finalised in time for 8 September 2010 or in advance of
the general meeting referred to in paragraph 5 below. However, an interim
solution allowing for trading amongst Black Groups and Black Persons has been
available to the holders of Sasol BEE Ordinary Shares since 8 September 2010 and
will remain in place until such time as a trading mechanism is available to
Sasol BEE Ordinary Shareholders.
2. Proposed BEE Segment
The proposed BEE Segment will be a sector of the Main Board on which BEE
Securities that meet the proposed new JSE Listings Requirements (referred to
below) will be listed. This will not be a separate board for the listing of
companies, but rather a trading mechanism for BEE Securities. The Main Board
operates on the principle that there are no restrictions on the transfer of
shares. The proposed BEE Segment will differ in that purchases of BEE Securities
will be restricted to BEE Compliant Persons.
It will therefore be necessary to amend the JSE rules and directives, and the
JSE Listings Requirements ("Proposed New JSE Requirements") to deal with the
requirement that the transferability of BEE Securities is restricted to take
place only between BEE Compliant Persons.
It will also be necessary to make consequential amendments to the Strate rules
and directives. These have not yet been formally approved. Sasol has elected to
convene a general meeting (notice of which is contained in a circular dated 1
November 2010 ("the Circular")) knowing that the Proposed New JSE Requirements
and the Strate amendments have not yet been formally approved and understanding
that as a result, if there are material changes to the Proposed New JSE
Requirements, the JSE may request Sasol to issue a supplementary circular or
additional announcement/s. Sasol also appreciates that until the Proposed New
JSE Requirements are approved, legally the JSE cannot approve the listing of the
Sasol BEE Ordinary Shares on the JSE. However, the JSE has indicated that it has
no reason at this time to consider that there will be material changes to the
Proposed New JSE Requirements, and if there are no such changes, it will after
the Proposed New JSE Requirements have come into force, approve the listing of
the Sasol BEE Ordinary Shares on the BEE Segment.
3. Bulk dematerialisation
Sasol considers, for reasons explained in detail in the Circular, that a listing
on the BEE Segment is the most appropriate trading mechanism available for the
holders of Sasol BEE Ordinary Shares.
Sasol BEE Ordinary Shares are currently required to be held only in certificated
form in terms of the Cash and New Cash Contracts. The JSE does not permit
trading in securities which are in certificated form, but requires them to be in
dematerialised form. (Dematerialisation is simply a technical term referring to
the process whereby all the share certificates in respect of shares are
converted to electronic records of ownership.) Sasol will bear the costs of the
dematerialisation of the Sasol BEE Ordinary Shares necessary for trading on the
JSE. This cost, as well as the significant administrative burden if individual
dematerialisations were to occur, would be significantly reduced if a bulk
dematerialisation rather than individual dematerialisation of the Sasol BEE
Ordinary Shares is undertaken. A bulk dematerialisation would entail the
dematerialisation of all the Sasol BEE Ordinary Shares (other than in respect of
those shareholders who elect not to participate) at once with a simultaneous
transfer into the name of Computershare Nominees (Proprietary) Limited to be
held by it for and on behalf of the relevant Sasol BEE Ordinary Shareholders, as
the registered holder, but without affecting the beneficial ownership of those
Sasol BEE Ordinary Shares ("Bulk Dematerialisation").
Undertaking a Bulk Dematerialisation will require the passing of appropriate
resolutions by the Sasol shareholders. If the necessary resolutions for the Bulk
Dematerialisation and other requisite resolutions are passed and where
appropriate, registered, and the Proposed New JSE Requirements and Strate
amendments are formally approved, it is anticipated that the Sasol BEE Ordinary
Shares will be listed on the proposed BEE Segment on Tuesday, 1 February 2011.
In order to enable the Company to achieve the Bulk Dematerialisation, the Cash
Contract and New Cash Contract will need to be amended to permit
dematerialisation ("Amended Cash Contract" and "Amended New Cash Contract") and
provide for the consequences of the proposed listing. Had the possibility of a
listing on the proposed BEE Segment been available when the Cash Contract became
effective, Sasol would certainly have put in the necessary enabling provisions
required. However, as that possibility was not available at that time, the Cash
Contract (and consequently the New Cash Contract) did not expressly do so. These
changes are being proposed as an integral part of the Bulk Dematerialisation
because without them the Bulk Dematerialisation cannot take place.
If the necessary resolutions for the Bulk Dematerialisation are not passed
and/or not registered, Sasol will consider its position having regard to the
additional costs and significant administrative burden which it would have to
incur to implement individual dematerialisation and will determine whether to
list the Sasol BEE Ordinary Shares on the proposed BEE Segment or alternatively
to set up an over-the-counter trading system ("OTC"). It is anticipated that
whatever Sasol decides, a trading mechanism will be available during February
2011.
A Sasol BEE Ordinary Shareholder can elect not to participate in the Bulk
Dematerialisation, but instead to retain his/her/its Sasol BEE Ordinary Shares
in certificated form ("Election Shareholders") by submitting his/her/its form of
election which is attached to the Circular.
4. BEE contract
The JSE will prescribe, as part of its Proposed New JSE Requirements, that a BEE
contract be signed by those who wish to purchase BEE Securities listed on the
proposed BEE Segment ("BEE Contract"). The BEE Contract is a generic contract
which has been designed to make provision for all issuers who may list their BEE
Securities on the proposed BEE Segment, to achieve the requirement that BEE
Securities are beneficially owned only by BEE Compliant Persons.
5. General meeting
A general meeting of Sasol shareholders will be held immediately after the
conclusion, adjournment or postponement of the annual general meeting convened
to take place at Summer Place, 69 Melville Road, Hyde Park, Johannesburg, South
Africa, on Friday, 26 November 2010 at 09:00. The general meeting will consider
and, if deemed fit, pass the requisite resolutions which are contained in the
notice of general meeting (included in the Circular).
6. Circular to Sasol Shareholders
The Circular setting out the full details of the listing of Sasol BEE Ordinary
Shares on the JSE, and incorporating a notice convening the general meeting
referred to in paragraph 5 above, is being posted to Sasol shareholders and will
be available on Sasol`s website (www.sasol.com).
7. Sasol Inzalo Public Limited ("Sasol Inzalo") ordinary shares
None of the aforegoing concerns the holders of ordinary shares in Sasol Inzalo
which were issued to applicants in terms of the Sasol Inzalo funded invitation
prospectus dated May 2008 containing the funded invitation as defined in that
prospectus. These shares become capable of transfer to BEE Compliant Persons
from September 2011. Further announcements in this regard will be made at an
appropriate time.
Johannesburg
2 November 2010
Financial Adviser and Sponsor
Deutsche Bank
Attorneys
Edward Nathan Sonnenbergs
Transfer Secretaries
Computershare
Date: 02/11/2010 17:48:52 Produced by the JSE SENS Department.
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