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Sasol’s proposed new B-BBEE ownership structure designed to create immediate value

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Date: 
18 October 2017

Sasol Khanyisa has been designed to realise upfront and immediate value creation for eligible shareholders, while delivering long-term and sustainable ownership of Sasol by Black South Africans

Johannesburg, South Africa – A circular on Sasol Limited’s proposed new Broad-Based Black Economic Empowerment (B-BBEE) ownership structure, Sasol Khanyisa, has been distributed to Sasol shareholders, who will be asked to approve the transaction at the company’s Annual General Meeting (AGM) on Friday, 17 November 2017.

Sasol Khanyisa is intended to achieve effective direct and indirect B-BBEE ownership of at least 25% in Sasol South Africa, a wholly-owned subsidiary of Sasol. Through two invitations eligible existing Sasol Inzalo Groups and Public shareholders will receive bonus Sasol BEE ordinary shares (SOLBE1) that trade on the BEE segment of the JSE, at no cost to them. These bonus SOLBE1 and additional SOLBE1 shares issued to shareholders are tradeable from the date of issue, realising upfront and immediate value creation for shareholders.

Sasol Khanyisa is a key milestone in Sasol’s transformation journey. Sasol Inzalo, which was created in 2008, comes to an end in 2018. Eligible participants in Sasol Khanyisa will comprise Sasol’s qualifying employees, existing Sasol Inzalo Public and Groups shareholders, and existing Black Sasol shareholders that own shares listed on the empowerment segment of the JSE.

Subject to shareholder approval, in February 2018, eligible participants will be invited to keep Sasol BEE Ordinary (SOLBE1) shares on the empowerment segment of the JSE and receive one bonus SOLBE1 share for every four SOLBE1 shares owned, should they elect to keep the SOLBE1 designation.

Thereafter, in April 2018, eligible Sasol BEE Ordinary shareholders (SOLBE1) and Sasol Inzalo Groups and Public funded shareholders will be invited to participate in Sasol Khanyisa and receive the following:

  • One Sasol Khanyisa Public share for every Sasol Inzalo share held; and • One Sasol BEE Ordinary share for every 10 Sasol Khanyisa Public shares held.
  • These bonus SOLBE1 and additional SOLBE1 shares issued to shareholders are tradeable from the date of issue.

At the end of the 10-year period and once the vendor funding has been settled, Sasol Khanyisa Public shares will be exchanged for SOLBE1 shares listed on the empowerment segment of the JSE. This will lead to long-lasting, unencumbered ownership of Sasol Limited by Black South Africans.

Participants in the Sasol Khanyisa employee share ownership plan will receive a debt-free share grant of Sasol ordinary shares and Sasol shares listed on the empowerment segment of the JSE worth R100 000. These shares, subject to taxation, will become theirs to keep or sell at the end of a three-year period, in 2021. Participating employees will also receive a pro rata portion of dividends received by the Sasol Khanyisa trust during the three-year period.

Sasol is exploring different funding options to settle relevant financing obligations related to the Sasol Inzalo transaction.

The company remains fully committed to our proposed new B-BBBE transaction and will communicate our plan for settling relevant financing obligations related to Sasol Inzalo in February next year. Sasol’s intention is to ensure a limited amount of shareholder dilution, while still maintaining our investment grade credit rating.

Note:

  • Additional supporting information relating to Khanyisa is available on Sasol’s investor centre at www.sasol.com.

Sasol may, in this document, make certain statements that are not historical facts and relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future prospects, developments and business strategies. Examples of such
forward-looking statements include, but are not limited to, statements regarding exchange rate fluctuations, volume growth, increases in market share, total shareholder return, executing our growth projects and cost reductions, including in connection with our Business Performance Enhancement Programme and Response Plan. Words such as "believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could", "may", "endeavour", "target", "forecast" and "project" and similar expressions are intended to identify such forward-looking statements, but are not the 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 the predictions, forecasts, projections and other forward-looking statements will not be achieved. If one or more of these risks materialise, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors are discussed more fully in our most recent annual report on Form 20-F filed on 27 September 2016 and in other filings with the United States Securities and Exchange Commission. The list of factors discussed therein is not exhaustive; when relying on forward-looking statements to make investment decisions, you should carefully consider both these factors and other uncertainties and events. Forward-looking statements apply only as of the date on which they are made, and we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.

Please note: A billion is defined as one thousand million. All references to years refer to the financial year ended 30 June. Any reference to a calendar year is prefaced by the word "calendar".

Comprehensive additional information is available on our website: www.sasol.com