Sasol Announcement regarding an Election Right being Granted to Solbe1 Shareholders and the Solbe1 Bonus Award
Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration number 1979/003231/06)
Sasol Ordinary Share codes: JSE: SOL NYSE: SSL
Sasol Ordinary ISIN codes: ZAE000006896 US8038663006
Sasol BEE Ordinary Share code: JSE: SOLBE1
Sasol BEE Ordinary ISIN code: ZAE000151817
(“Sasol”)
SASOL ANNOUNCEMENT REGARDING AN ELECTION RIGHT BEING GRANTED TO SOLBE1
SHAREHOLDERS AND THE SOLBE1 BONUS AWARD – DECLARATION AND FINALISATION
ANNOUNCEMENT
1. Introduction
On Friday, 17 November 2017, Sasol shareholders approved, inter alia, the
Sasol Khanyisa transaction which included changes to the rights attaching
to SOLBE1 Shares to enable a right of election, more fully detailed in
paragraph 2.1 (the “Election Right”), to be given to the holders of SOLBE1
Shares whose names appear on the securities register on an appropriate
record date to be determined by Sasol. This date has been determined as
Friday, 9 February 2018 (the “Record Date”). Further details regarding the
Election Right are contained in the circular published to Sasol shareholders
on 18 October 2017, a copy of which can be viewed at
<a href="http://www.sasol.com/sites/sasol/files/content/files/Sasol%20Limited%20…; target="_blank">http://www.sasol.com/sites/sasol/files/content/files/Sasol%20Limited%20…;
cular_Web%20FINAL_0.PDF.
2. Election Right and SOLBE1 Bonus Award
2.1. The Election Right, if exercised (the “Election”), will result in
those SOLBE1 Shares in respect of which such right is exercised, not
automatically re-designating as SOL Shares on 5 April 2018 (being the
earlier re-designation date determined by the Sasol board and
communicated on SENS on 17 November 2017), but remaining as SOLBE1
Shares. Additionally, if the Election Right is exercised, the SOLBE1
shareholder in question will receive, on 1 June 2018, a bonus award
in the form of a capitalisation issue, of one SOLBE1 Share for every
four SOLBE1 Shares held on the Record Date. In accordance with a
ruling granted by the JSE, fractional entitlements to SOLBE1 Shares
will be rounded up to achieve the issue of whole numbers of SOLBE1
Shares.
2.2. All SOLBE1 Shareholders registered on the securities register on the
Record Date will receive the document containing the Election Right
and details of how to exercise the Election Right, which will be
distributed to SOLBE1 Shareholders on or about 16 February 2018.
3. Last Day to Trade (including off-market transactions) in order to be eligible
for the Election Right
In order to be eligible for the Election Right, the last day to transact
(whether on or off-market) in SOLBE1 Shares so as to be on the securities
register on the Record Date, being Friday, 9 February 2018, is Tuesday, 6
February 2018 (the “Last Day to Trade”).
4. Transactions (including acquisitions, disposals and transfers) in SOLBE1
Shares after the Last Day to Trade
From Wednesday, 7 February 2018 (and even after the Record Date) –
4.1 any person who acquires or takes transfer of SOLBE1 Shares will not
be entitled to the Election Right in respect of those SOLBE1 Shares;
and
4.2 any SOLBE1 shareholder who disposes of or transfers SOLBE1 Shares will
not be entitled to exercise the Election Right at all, even in respect
of any remaining SOLBE1 Shares held by that shareholder on Friday,
9 February 2018 and even if that SOLBE1 shareholder receives the
document containing the Election Right.
5. Some salient terms and conditions of the Election Right
5.1. To be valid the Election Right can only be exercised in respect of a
shareholder’s entire holding of SOLBE1 Shares on the Record Date and
will be irrevocable once made; and
5.2. SOLBE1 shareholders who exercise the Election Right will be unable to
trade in the applicable SOLBE1 Shares from the date on which the
Election is received by Computershare Nominees Proprietary Limited or
such shareholder’s CSDP or broker, as applicable, until 5 April 2018.
On this date, the SOLBE1 Shares, held by those SOLBE1 Shareholders
who did not exercise the Election Right, will re-designate to SOL
Shares. If you trade your existing SOLBE1 Shares after dispatching
the Election Form to Computershare, your CSDP or broker, your Election
will be treated as invalid. Your Election, even if you do not trade
after dispatching the Election Form, will only take effect once
received by Computershare, your CSDP or broker, but continues to be
irrevocable until received.
5.3. The SOLBE1 bonus award shares 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.
5.4. If you are in the United States at the time you exercise the Election,
you must complete and return a U.S. representation letter to
Computershare, or if Computershare is not your CSDP, to your CSDP or
broker. You can ask Sasol to provide you with this representation
letter.
6. Important dates
Last Day to Trade (the last day on Tuesday, 6 February 2018
which a SOLBE1 shareholder can
transact (whether on or off-market)
in SOLBE1 Shares in order to be on
the securities register on the
Record Date and therefore to qualify
for the Election Right)
The date from which the SOLBE1 Shares Wednesday, 7 February 2018
trade ex the Election Right
A SOLBE1 shareholder who holds Period from Wednesday, 7 February to
his/her/its shares in uncertificated Friday, 9 February 2018
form may not have such shares
rematerialised, and a SOLBE1
shareholder who holds his/her/its
SOLBE1 Shares in certificated form
may not have such shares
dematerialised, during this period
Any person who acquires or takes
transfer of SOLBE1 Shares will not
be entitled to the Election Right in
respect of those SOLBE1 Shares Period from Wednesday, 7 February to
If a SOLBE1 shareholder disposes of Friday, 9 February 2018
or transfers any or all of
his/her/its SOLBE1 Shares during
this period, he/she/it will not be
entitled to exercise the Election
Right, even for those SOLBE1 Shares
which he/she/it has not disposed of
or transferred and even if that
SOLBE1 shareholder receives the
document containing the Election
Right
Record Date (the date on which a Friday, 9 February 2018
SOLBE1 shareholder’s name will have
been entered in the securities
register as regards any acquisitions
of SOLBE1 Shares made on or before
the Last Day to Trade)
Any person who acquires or takes
transfer of SOLBE1 Shares will not
be entitled to the Election Right in
respect of those SOLBE1 Shares
Any SOLBE1 Shareholder who/which Period after Friday, 9 February 2018
disposes during this period of
SOLBE1 Shares, which qualified for
the Election Right, will not be
entitled to exercise the Election
Right at all, even in respect of that
shareholder’s remaining SOLBE1
Shares which qualified for the
Election Right
The date from which the Election 21 February 2018
Right may be exercised
The final date and time by which the 12h00 on Thursday, 22 March 2018
Election must be received by
Computershare or your CSDP/broker
SOLBE1 shareholders who exercise the Period from date on which election
Election Right will be unable to document received by Computershare
trade in the applicable SOLBE1 Nominees Proprietary Limited, CSDP
Shares during this period or broker until 5 April 2018
Document regarding the Election Friday, 16 February 2018 for
Right dispatched to SOLBE1 documents dispatched by post and
shareholders registered on the Wednesday, 21 February 2018 for
Record Date documents dispatched electronically
29 January 2018
Johannesburg
Sponsor: Deutsche Securities (SA) Proprietary Limited
Sole Financial Advisor
Rothschild (South Africa) Proprietary Limited
Joint South African Legal Advisors
Edward Nathan Sonnenbergs Inc
Poswa Inc
US Legal Advisors
Shearman & Sterling
Date: 29/01/2018 12:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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