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Sasol - Notice To Holders Of 8,5% Convertible Subordinated Debentures

Release Date: 29/09/2000 08:12:42      Code(s): SOL SOLD
SASOL LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1979/003231/06)
  ("SASOL")
NOTICE TO HOLDERS OF 8,5% AUTOMATICALLY CONVERTIBLE SUBORDINATED DEBENTURES IN
SASOL ("SASOL DEBENTURES")
NOTICE IS GIVEN TO SASOL DEBENTURE HOLDERS THAT THE SASOL DEBENTURES WILL
AUTOMATICALLY CONVERT INTO SASOL ORDINARY SHARES ON FRIDAY, 24 NOVEMBER 2000,
WITH EFFECT FROM 26 JUNE 2000.
1. BACKGROUND
1.1 IN TERMS OF THE RIGHTS AND CONDITIONS ATTACHING TO THE SASOL DEBENTURES,
EACH SASOL DEBENTURE IS COMPULSORILY AND AUTOMATICALLY CONVERTED INTO A SASOL
ORDINARY SHARE WHEN THE AGGREGATE OF THE INTERIM AND FINAL ORDINARY DIVIDENDS
DECLARED BY SASOL IN RESPECT OF A SINGLE FINANCIAL YEAR EQUALS OR EXCEEDS THE
INTEREST PAYABLE PER SASOL DEBENTURE PER ANNUM, NAMELY 157,25 CENTS PER SASOL
DEBENTURE.
1.2 THE CONVERSION OF THE SASOL DEBENTURES SHALL TAKE PLACE ON FRIDAY, 24
NOVEMBER 2000 BEING THE LAST FRIDAY IN NOVEMBER OF THE FINANCIAL YEAR FOLLOWING
THE FINANCIAL YEAR IN RESPECT OF WHICH THE TOTAL ORDINARY DIVIDENDS DECLARED
PER ORDINARY SHARE ARE EQUAL TO OR EXCEED THE ANNUAL INTEREST PAYABLE ON EACH
SASOL DEBENTURE, NAMELY 157,25 CENTS PER SASOL ORDINARY SHARE.
1.3 A TOTAL OF 56 382 400 SASOL DEBENTURES ARE CURRENTLY IN ISSUE.
2. CONVERSION OF THE SASOL DEBENTURES
2.1 AT A MEETING HELD ON 28 AUGUST 2000, THE BOARD OF DIRECTORS OF SASOL
DECLARED A FINAL DIVIDEND OF 137 CENTS PER SASOL ORDINARY SHARE IN RESPECT OF
THE FINANCIAL YEAR ENDED 25 JUNE 2000. THIS, TOGETHER WITH THE INTERIM ORDINARY
DIVIDEND OF 83 CENTS PER SASOL ORDINARY SHARE, PAID ON 20 APRIL 2000, BRINGS
THE TOTAL ORDINARY DIVIDENDS DECLARED IN RESPECT OF THE 1999/2000 FINANCIAL
YEAR TO 220 CENTS PER SASOL ORDINARY SHARE.
2.2 ACCORDINGLY, ALL OF THE SASOL DEBENTURES CURRENTLY IN ISSUE WILL
AUTOMATICALLY BE CONVERTED INTO NEW SASOL ORDINARY SHARES ON FRIDAY, 24
NOVEMBER 2000. EACH SASOL DEBENTURE HOLDER WILL RECEIVE ONE NEW SASOL ORDINARY
SHARE FOR EACH SASOL DEBENTURE HELD ON FRIDAY, 24 NOVEMBER 2000.
2.3 THE NEW SASOL ORDINARY SHARES ISSUED PURSUANT TO THE CONVERSION SHALL RANK
EQUALLY WITH THE SASOL ISSUED ORDINARY SHARES IN ALL RESPECTS, SAVE THAT NO
DIVIDEND SHALL ACCRUE IN RESPECT OF THE NEW SASOL ORDINARY SHARES FOR THE
FINANCIAL YEAR ENDED 25 JUNE 2000.
2.4 NO DEBENTURE INTEREST SHALL ACCRUE TO OR BE PAID ON THE SASOL DEBENTURES IN
RESPECT OF THE PERIOD COMMENCING ON 26 JUNE 2000.
2.5 IF A SASOL DEBENTURE HOLDER FAILS TO SURRENDER HIS/HER SASOL DEBENTURE
CERTIFICATE(S) BY FRIDAY, 24 NOVEMBER 2000, THE SASOL DEBENTURES REGISTERED IN
HIS/HER NAME SHALL NEVERTHELESS BE CONVERTED INTO NEW SASOL ORDINARY SHARES,
WITH EFFECT FROM 26 JUNE 2000. SUCH NEW SASOL ORDINARY SHARES SHALL BE ALLOTTED
AND ISSUED TO ABSA TRUST LIMITED, AS NOMINEE FOR THE HOLDER OF THE SASOL
DEBENTURES CONCERNED, AND SHALL BE TRANSFERRED TO SUCH HOLDER OF SASOL
DEBENTURES (AT HIS/HER EXPENSE) UPON SURRENDER BY HIM/HER OF THE RELEVANT SASOL
DEBENTURE CERTIFICATE.
3. EFFECT OF CONVERSION OF THE SASOL DEBENTURES
ON THE CONVERSION DATE, NAMELY FRIDAY, 24 NOVEMBER 2000:
3.1 SASOL'S ISSUED ORDINARY SHARE CAPITAL (WHICH IS CURRENTLY R1 587 261 413
DIVIDED INTO 607 480 925 ORDINARY SHARES OF NO PAR VALUE) WILL BE INCREASED BY
R1 028 000 000 DIVIDED INTO 56 382 400 NEW ORDINARY SHARES OF NO PAR VALUE; AND
3.2 THERE WILL BE NO SASOL DEBENTURES IN ISSUE AND SASOL DEBENTURE CERTIFICATES
WILL HAVE NO VALUE, OTHER THAN FOR SURRENDER, AFTER THE COMMENCEMENT OF
BUSINESS ON FRIDAY, 24 NOVEMBER 2000.
A CIRCULAR CONTAINING FULL DETAILS OF THE CONVERSION OF THE SASOL DEBENTURES
INTO SASOL ORDINARY SHARES AS WELL AS THE PROCEDURE FOR THE SURRENDER OF THE
SASOL DEBENTURES AND THE ISSUE OF NEW SASOL ORDINARY SHARES, WILL BE POSTED TO
ALL SASOL DEBENTURE HOLDERS ON FRIDAY, 29 SEPTEMBER 2000.
N L JOUBERT
COMPANY SECRETARY
JOHANNESBURG
29 SEPTEMBER 2000
SPONSORING BROKER
  CHASE



                                        
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