SIP SENS announcement regarding suspension 30 May 2018
Sasol Inzalo Public (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/030646/06)
Sasol Inzalo Public Ordinary Share code: JSE: SIPBEE
Sasol Inzalo Public Ordinary ISIN: ZAE000210050
(“Sasol Inzalo Public“)
- Cessation of right to receive, for free, ordinary shares in Sasol Khanyisa Public (RF) Limited and Sasol BEE ordinary shares in Sasol Limited (“Free Share Allocation”)
- On 20 September 2017 Sasol Limited (“Sasol”) published an announcement regarding the coming to an end of the Sasol Inzalo transaction, Sasol’s broad-based black economic empowerment transaction (“B-BBEE”) which was implemented in 2008, and the proposed implementation of a new B-BBEE transaction, being the Sasol Khanyisa transaction, including details of the Free Share Allocation.
- The shareholders of Sasol approved the Sasol Khanyisa transaction, which included the Free Share Allocation, at a general meeting held on 17 November 2017 (“EGM”).
- In accordance with the terms of the Sasol Khanyisa transaction, holders of SIPBEE Shares recorded on the share register on Friday, 6 April 2018 received a free share allocation letter dated 16 April 2018 regarding the Free Share Allocation.
- From the day following the EGM, the price of a SIPBEE Share started to increase such that by 5 December 2017 the closing price of a SIPBEE Share was R80.00. It has continued to trade between R80.00 and R95.00, being the closing price of a SIPBEE Share on Tuesday, 8 May 2018, the last day to trade prior to the suspension in trading of SIPBEE Shares (“Suspension”) on the Johannesburg Stock Exchange (“JSE”).
- All SIPBEE shareholders on the share register on Friday, 11 May 2018 who did not reject the Free Share Allocation became unconditionally entitled, at midday on 11 May 2018, to receive their respective Free Share Allocations on 1 June 2018.
- The Suspension which commenced on 9 May 2018 will be lifted on 1 June 2018. Any persons acquiring SIPBEE Shares from 1 June 2018 will have no rights whatsoever to the Free Share Allocation.
- Ability of Sasol Inzalo Public Fundco (RF) (Pty) Ltd (“Fundco”) to settle its preference share funding
- 10% or less of the required funding for the Sasol Inzalo transaction came from payments for shares from Sasol Inzalo shareholders i.e. holders of SIPBEE Shares. The rest was funded by A, B and C preference shares issued by Sasol Inzalo’s wholly owned subsidiary, Fundco, to various banks (“Preference Shares”). This funding was used to buy 16 085 199 unlisted preferred ordinary shares in Sasol (“Preferred Ordinary Shares”). Preferred Ordinary Shares are not the same as SIPBEE Shares. The rights of the Preferred Ordinary Shares are identical to the rights of Sasol ordinary shares (“SOL Shares”) except for preferential dividend rights. These Preferred Ordinary Shares will automatically become SOL Shares (“Redesignated Shares”) on 27 June 2018. On this basis, the trading price of a SOL Share on the JSE can be used to value a Preferred Ordinary Share.
- The Preferred Ordinary Shares are the only assets of Fundco. The ordinary share in Fundco held by Sasol Inzalo is Sasol Inzalo’s only asset. The Sasol Inzalo group structure is set out in the newspaper announcement published in the Sowetan and Business Day newspapers on 31 May 2018.
- Based on the current SOL Share price, sufficient money is expected to be received from the sale of the Redesignated Shares and dividends on those shares to pay for –
- the operating expenses of Fundco,
- preference dividends payable on the Preference Shares; and
- the full cost of settling the funding for the A and B Preference Shares. Depending on the SOL Share price in September 2018, there could still be a shortfall on settling the funding for the C Preference Shares (“Shortfall”). The funding for the Preference Shares must be settled on 10 September 2018. The closing price of a SOL Share on 28 May 2018 was R454.50. To settle the funding, the price of a SOL Share would have to be at least R465. If it is not at least R465 per share then Sasol will have to fund the Shortfall and taxes and costs and there will be no possibility of a distribution to SIPBEE shareholders.
- Fundco will either sell Redesignated Shares to Sasol or place them in the market to raise money to settle the funding and taxes and costs. The method used will affect the price as well as the amount of taxes and costs. This means that for any distribution to be viable for SIPBEE shareholders, the price of a SOL Share will have to be in excess of R465 per share plus an amount to cover any taxes and costs including costs of distribution.
- The end of the Empowerment Period and dissolution of Fundco and Sasol Inzalo
- When the Inzalo transaction comes to an end on 7 September 2018, the SIPBEE Shares will be delisted from the JSE.
- If Fundco has no assets after settling the Shortfall and taxes and costs, the directors of Sasol Inzalo, who are also the directors of Fundco, intend to dissolve in an appropriate manner both Fundco and Sasol Inzalo as soon as reasonably possible thereafter.
- If it is viable to make a distribution to SIPBEE shareholders, Fundco and Sasol Inzalo will only be dissolved once that distribution has been made.
30 May 2018
Deutsche Securities (SA) Proprietary Limited
Sole Financial Advisor
Rothschild (South Africa) Proprietary Limited
Joint South African Legal Advisors
Edward Nathan Sonnenbergs Inc
 In the period from 24 March 2016 until 17 November 2017 (the date of the EGM), the closing price of a SIPBEE Share was R50.00 at its highest and R35.00 at its lowest. The average price was between R42.00 and R43.00 per SIPBEE Share.