SOLBE1 Election Document SENS Announcement

 In SENS

SOLBE1 Election Document SENS ANNOUNCEMENT

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 http://www.sasol.com/sites/sasol/files/content/files/Sasol%20Limited%20Circular_Web%20FINAL_0.PDF.

  1. Election Right and SOLBE1 Bonus Award
    • 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.
    • 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.
  2. 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”).

  1. 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) –

  • 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
  • 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.
  1. Some salient terms and conditions of the Election Right
    • 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
    • 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.
    • 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.
    • 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.
  2. Important dates
Last Day to Trade (the last day on 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) Tuesday, 6 February 2018
The date from which the SOLBE1 Shares trade ex the Election Right Wednesday, 7 February 2018
A SOLBE1 shareholder who holds his/her/its shares in uncertificated 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 Period from Wednesday, 7 February to Friday, 9 February 2018
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 Friday, 9 February 2018

 

 

 

 
If a SOLBE1 shareholder disposes of 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 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) Friday, 9 February 2018
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 after Friday, 9 February 2018

 

 

 

 
Any SOLBE1 Shareholder who/which 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 Right may be exercised 21 February 2018
The final date and time by which the Election must be received by Computershare or your CSDP/broker 12h00 on Thursday, 22 March 2018
SOLBE1 shareholders who exercise the Election Right will be unable to trade in the applicable SOLBE1 Shares during this period Period from date on which election document received by Computershare Nominees Proprietary Limited, CSDP or broker until 5 April 2018
Document regarding the Election Right dispatched to SOLBE1 shareholders registered on the Record Date Friday, 16 February 2018 for documents dispatched by post and Wednesday, 21 February 2018 for 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

 

 

 

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