Go Back Email this Link to a friend


Sol - Sasol - Detailed Terms Of Sasol Inzalo Black Economic Empowerment

Release Date: 25/03/2008 07:20:18      Code(s): SOL
SOL - Sasol - Detailed Terms Of Sasol Inzalo Black Economic Empowerment         
              ("BEE") Transaction And Withdrawal Of Cautionary Announcement     
SASOL LIMITED                                                                   
Incorporated in the Republic of South Africa                                    
(Registration number: 1979/003231/06)                                           
JSE share code: SOL                                                             
NYSE share code: SSL                                                            
ISIN: ZAE000006896                                                              
US8038663006                                                                    
("Sasol" or "the Company")                                                      
DETAILED TERMS OF SASOL INZALO BLACK ECONOMIC EMPOWERMENT ("BEE") TRANSACTION   
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                       
Highlights                                                                      
-    10% equity ownership of Sasol through the Sasol Inzalo BEE Transaction     
-    Broadening and transforming Sasol`s shareholder base as a listed entity    
-    63,1 million shares valued at R 25,9 billion - the single largest broad-   
    based BEE transaction to date                                               
-    Sasol`s facilitation of Sasol Inzalo BEE transaction in line with market   
    norms                                                                       
-    Positive impact on net asset value per share                               
-    Marginal impact on unaudited pro forma annualised earnings, excluding      
    the non-cash share-based payment charge                                     
-    Participants will be employees, the Sasol Inzalo Foundation, black         
groups and the black public                                                 
-    Sasol Inzalo Foundation to facilitate skills development and capacity      
    building in the critical areas of mathematics, science and technology       
-    Meaningful long-term benefits to be spread widely among black South        
Africans, primarily in the lower income groups and particularly women       
-    Participants will benefit from Sasol`s domestic and international growth   
-    Compliance with the Broad-based BEE Codes of Good Practice, with           
    effective black ownership of 19,7% of Sasol`s South African business        
1.   Introduction                                                               
In an announcement dated 10 September 2007, published on SENS and in the        
press, shareholders were advised of Sasol`s intention to conclude a 10%         
equity ownership transaction (the "Transaction"), subject to shareholders`      
approval. The Transaction is called Sasol Inzalo. "Inzalo" is an expressive     
word that signifies birth, creation of life and new beginnings. At the          
closing price of R 410 per share on 18 March 2008, the Sasol Inzalo BEE         
Transaction has a value of R 25,9 billion.                                      
If approved by shareholders, Sasol will conclude the Transaction in respect     
of 10% of its issued share capital, as at 18 March 2008. Unless indicated       
otherwise, the BEE ownership percentages referred to in this announcement are   
before giving effect to the Transaction. Black ownership will be                
approximately 8,3% which represents an effective 19,7% of Sasol`s South         
African business in terms of the Broad-Based Black Economic Empowerment Codes   
of Good Practice ("Codes").                                                     
Sasol`s current share repurchase programme, initiated on 7 March 2007, has      
resulted in the repurchase of 5,9% of Sasol ordinary shares by Sasol            
Investment Company (Proprietary) Limited, a wholly-owned subsidiary of Sasol.   
After the implementation of the Transaction, and assuming no further shares     
are repurchased by Sasol, the total will transaction represent 9,6% of          
Sasol`s issued share capital.                                                   
Sasol intends to continue its current share repurchase programme, subject to    
the financial position (including cash flow and gearing considerations) of      
the Company and the prevailing market and economic conditions. Should Sasol     
continue the current share repurchase programme (up to the authorised limit     
of 10%) it would result in an increase in the effective ownership by the        
participants in the Transaction ("BEE Participants") from 9,6% to 10%.          
In the announcement dated 10 September 2007, Sasol indicated that to mitigate   
dilution to existing ordinary shareholders:                                     
-    it intended to repurchase, in terms of its current share repurchase        
    programme, the same number of shares as would be issued in terms of the     
    Transaction, namely 63,1 million Sasol ordinary shares; and                 
-    to the extent that Sasol had not repurchased 63,1 million Sasol ordinary   
    shares, it would consider a share repurchase by way of a scheme of          
    arrangement in terms of Section 311 of the Companies Act, 1973 ("the        
    scheme").                                                                   
In view of the number of shares repurchased to date and Sasol`s intention to    
resume its current share repurchase programme, under the aforementioned         
conditions, Sasol has decided not to proceed with the scheme.                   
2.   Rationale for and principles of the Transaction                            
In line with Sasol`s empowerment objectives, the Transaction has been           
designed to provide long-term benefits to a broad group of Black People (as     
defined in the Codes) with a focus on Sasol`s own employees and lower income    
groups, particularly women.                                                     
As a major participant in the South African economy, Sasol welcomes the role    
that it can play in helping to meet the country`s socio-economic and growth     
objectives. In addition to this, the establishment of the Sasol Inzalo          
Foundation (the "Sasol Inzalo Foundation" or the "Foundation") will             
facilitate skills development and capacity building in the critical areas of    
mathematics, science and technology.                                            
Sasol is committed to advancing these empowerment initiatives in ways that      
are sustainable, credible and of benefit to all its stakeholders and to the     
country as a whole. By focusing on broad-based empowerment, skills              
development and capacity building, the Transaction will go to the heart of      
these objectives.                                                               
During the design phase of the Transaction, Sasol was guided primarily by the   
following principles:                                                           
-    the vesting of full voting and economic rights, subject to the             
    requirements of Sasol and the external funders ("Financing                  
    Institutions"), in the BEE Participants from inception, directly or         
through separate investment entities, in respect of 10% of the issued       
    share capital of Sasol;                                                     
-    focusing on broad-based groups with at least 51% black ownership and/or    
    at least 51% black beneficiaries ("Black Groups") with significant          
involvement of broad-based women`s groups;                                  
-    enabling the active involvement of Black Groups in Sasol`s                 
    transformation, skills and capacity building programme;                     
-    creating the Sasol Inzalo Foundation, which will focus on skills           
development and capacity building in South Africa including the             
    communities in Sasolburg and Secunda;                                       
-    achieving a sustainable transaction at an acceptable economic cost         
    (within market norms and inclusive of any dilution) to shareholders;        
-    ensuring compliance with the letter and spirit of the Codes; and           
-    broadening ownership in Sasol among its employees.                         
3.   Transaction overview                                                       
3.1  Transaction structure                                                      
The Transaction will be structured as follows:                                  
Please refer to diagram in press version.                                       
The BEE Participants will acquire indirect and/or direct beneficial ownership   
in Sasol`s issued share capital as follows:                                     
-    all Sasol employees, black and white, below managerial level that are      
    permanently resident in South Africa or who are migrant workers ("Sasol     
    Employees") and Sasol black managers and black executive directors          
    ("Black Managers") through the Sasol Inzalo Employee Trust and the Sasol    
Inzalo Management Trust respectively (collectively the "Employee            
    Trusts") - 4,0%;                                                            
-    the Sasol Inzalo Foundation, which will be established as a trust -        
1,5%;                                                                           
-    selected Black Groups involved in Sasol`s business as either trade         
    unions, suppliers, customers or franchisees ("Involved Groups") and         
    broad-based Black Groups involved in skills development and capacity        
    building particularly in mathematics, science and technology or             
community upliftment projects in Sasolburg or Secunda ("Broad-based         
    Groups") (collectively "Selected Participants") through Sasol Inzalo        
    Groups Limited ("Groups InvestCo") and Sasol Inzalo Groups Funding          
    (Proprietary) Limited ("Groups FundCo") - 1,5%; and                         
-    members of the black South African public ("Black Public") - 3,0%:         
    -    through Sasol Inzalo Public Limited ("Public InvestCo") and Sasol      
         Inzalo Public Funding (Proprietary) Limited ("Public FundCo") by       
         way of a funded black public invitation (the "Funded Invitation");     
and                                                                    
    -    directly into Sasol by way of a share purchase scheme where            
         participants will subscribe for a separate class of Sasol BEE          
         Ordinary Shares for cash (the "Cash Invitation"),                      
(collectively, the "Sasol Inzalo Black Public Invitations").           
The Employee Trusts, Foundation, Groups FundCo, Public FundCo and the Black     
Public participating through the Cash Invitation together comprise the "BEE     
Shareholders".                                                                  
The Employee Trusts and the Foundation will be funded entirely through Sasol    
facilitation.  Groups FundCo and Public FundCo (collectively, the "Funding      
Companies") will be funded by way of equity contributions and preference        
share funding (including preference shares subscribed for by Sasol), with       
appropriate Sasol facilitation.  The Cash Invitation will rely on cash          
subscriptions from participants only.                                           
The Transaction will endure for a period of ten years.                          
3.2  Issue price for the Sasol Preferred Ordinary Shares and the Sasol BEE      
Ordinary Shares                                                             
Two new classes of shares, Sasol Preferred Ordinary Shares and Sasol BEE        
Ordinary Shares, the terms of which are outlined in paragraphs 4 and 5 below,   
will be created. These shares will be issued at R 366 per share (the "Issue     
Price"), being the 60 day volume weighted average price ("VWAP") of Sasol       
ordinary shares to 18 March 2008, being the last day prior to the board of      
directors of Sasol ("the Board") reaching a decision on the Issue Price.        
The Issue Price represents a discount of approximately 11% to the Sasol         
closing price on 18 March 2008.  The Board, taking cognisance of the            
preliminary fairness opinion provided by Deloitte & Touche Corporate Finance    
("Deloitte") as contained in paragraph 14 below, is of the view that a 60 day   
VWAP is appropriate given the recent volatility of the Sasol share price and    
the need for Sasol to ensure a sustainable Transaction over the long term.      
3.3  Specific issue of shares                                                   
In order to give effect to the Transaction, Sasol will issue to the BEE         
Shareholders:                                                                   
-    34,7 million Sasol ordinary shares (5,5% of Sasol`s issued share           
    capital) at a nominal value of R0,01 per share, subject to Sasol`s          
    Repurchase Right at the end of the Transaction term (detailed in            
    paragraphs 6 and 7 below);                                                  
-    25,6 million Sasol Preferred Ordinary Shares (4,1% of Sasol`s issued       
    share capital) at the Issue Price.  Should the subscriptions for the        
    Sasol BEE Ordinary Shares under the Cash Invitation be less than 2,8        
    million shares, the number of Sasol Preferred Ordinary Shares made          
available for the Funded Invitation could be increased by such              
    shortfall, up to a maximum of 2,8 million Sasol Preferred Ordinary          
    Shares, so that the Sasol Preferred Ordinary Shares that are available      
    for the Funded Invitation could reach a maximum of 18,9 million.            
Accordingly the number of issued Sasol Preferred Ordinary Shares could      
    therefore reach a maximum in total of 28,4 million; and                     
-    2,8 million Sasol BEE Ordinary Shares (0,4% of Sasol`s share capital) at   
    the Issue Price. Should subscriptions for the Sasol Preferred Ordinary      
Shares under the Funded Invitation be less than 16,1 million shares, the    
    shortfall, up to a maximum of 16,1 million Sasol BEE Ordinary Shares,       
    will be made available for the Cash Invitation and the number of issued     
    Sasol BEE Ordinary Shares could therefore reach a maximum of                
18,9 million,                                                               
provided that the total number of Sasol Preferred Ordinary Shares and Sasol     
BEE Ordinary Shares issued to the Black Public under the Sasol Inzalo Black     
Public Invitations does not exceed 18,9 million shares.                         
The shares will be issued as follows:                                           
                             Shares       % interest  Current market            
                             (million)    in Sasol    value*                    
                                                      (R million)               
Sasol ordinary shares                                                           
Employee Trusts               25,2         4,0         10 345                   
Sasol Inzalo Foundation       9,5          1,5         3 879                    
                             34,7         5,5         14 224                    

Sasol Preferred Ordinary                                                        
Shares                                                                          
Groups FundCo                 9,5          1,5         3 879                    
Public FundCo                 16,1         2,6         6 595                    
                             25,6         4,1         10 474                    
Sasol BEE Ordinary Shares                                                       
Black Public directly         2,8          0,4         1 164                    

Total                         63,1         10,0        25 862                   
* the current market value of the shares is based on the closing share price    
on 18 March 2008 of R 410.                                                      
4.   Sasol Preferred Ordinary Shares                                            
Sasol will create Sasol Preferred Ordinary Shares by converting 28,4 million    
authorised, unissued, no par value Sasol ordinary shares into Sasol Preferred   
Ordinary Shares.                                                                
Sasol will issue up to 28,4 million Sasol Preferred Ordinary Shares as          
follows:                                                                        
-    9,5 million Sasol Preferred Ordinary Shares or 1,5% of Sasol`s issued      
    share capital to Groups FundCo; and                                         
-    up to 18,9 million Sasol Preferred Ordinary Shares or 3,0% of Sasol`s      
    issued share capital to Public FundCo.                                      
The Sasol Preferred Ordinary Shares will not be listed on the JSE Limited       
("JSE").                                                                        
The Sasol Preferred Ordinary Shares will carry a cumulative preferred           
dividend right during the term of the Transaction, as follows:                  
-    R16,00 per annum for each of the three years ending 30 June 2011;          
-    R22,00 per annum for the next three years until 30 June 2014; and          
-    R28,00 per annum for the last four years until 30 June 2018.               
The preferred ordinary dividend will be adjusted appropriately such that the    
Funding Companies will not be adversely affected, from a tax perspective,       
when the proposed change from a secondary tax on companies to a shareholder     
dividend withholding tax becomes effective.  Such adjustment will only be       
made to the extent that Sasol is not in a worse economic position after the     
adjustment.                                                                     
The preferred dividend right of the Sasol Preferred Ordinary Shares will rank   
ahead of the dividend rights of the Sasol ordinary shares and Sasol BEE         
Ordinary Shares. Except for the preferred dividend right, the Sasol Preferred   
Ordinary Shares will rank pari passu with the Sasol ordinary shares.  At the    
end of the term of the Transaction, the preferred dividend right will cease     
and the Sasol Preferred Ordinary Shares will automatically be Sasol ordinary    
shares, which will then be listed on the JSE as Sasol ordinary shares.          
5.   Sasol BEE Ordinary Shares                                                  
Sasol will create the Sasol BEE Ordinary Shares, by converting 18,9 million     
authorised, unissued, no par value Sasol ordinary shares into Sasol BEE         
Ordinary Shares.  Sasol will issue up to 18,9 million Sasol BEE Ordinary        
Shares to those members of the Black Public who choose to participate in the    
Transaction through the Cash Invitation and who subscribe for these shares.     
The Sasol BEE Ordinary Shares, which are more fully described in paragraph      
9.5 below, will rank pari passu with the Sasol ordinary shares and will         
differ only in the fact that they will not be listed.  The Sasol BEE Ordinary   
Shares cannot be traded for the first two years of the Transaction and, for     
the remainder of the Transaction term, can only be traded between Black         
People and Black Groups.  At the end of the Transaction term, the Sasol BEE     
Ordinary Shares will automatically be Sasol ordinary shares and will then be    
listed on the JSE.                                                              
6.   Employee participation                                                     
6.1  Introduction                                                               
The employee share ownership schemes that will be established for the benefit   
of Sasol Employees (the "Employee Scheme") and Black Managers (the              
"Management Scheme") (collectively, "Sasol Inzalo Schemes") will benefit from   
the 4,0% of Sasol`s issued share capital issued to the Employee Trusts.         
The Sasol Inzalo Schemes are intended to broaden ownership in Sasol among       
Sasol`s employees and to spread a significant portion of the benefit of the     
Transaction amongst Sasol employees to contribute to the sustained success of   
Sasol.                                                                          
The participation in the Transaction of each Employee Trust is set out below.   
   Employee Trusts           Shares      % of Sasol   Current                   
(million)                market                    
                                                      value*                    
                                                      (R million)               
   Sasol Inzalo Employee     23,3        3,7%         9 569                     
Trust                                                                        
   Sasol Inzalo Management   1,9         0,3%         776                       
   Trust                                                                        
   Total                     25,2        4,0%         10 345                    
* The current market value of the shares is based on the closing share price    
on 18 March 2008 of R410.                                                       
Vested rights will be allocated to black Sasol Employees and Black Managers     
in respect of approximately 2,3% of Sasol`s issued share capital.  Vested       
rights will be allocated to white employees and migrant workers who will        
participate in the Employee Scheme in respect of approximately 1,7% of          
Sasol`s issued share capital. 58% of the participants in the Sasol Inzalo       
Schemes will be Black People and 42% will be white employees and migrant        
workers.  White employees and migrant workers will not be included in the       
calculation of BEE points in terms of the Codes.                                
6.2  Terms of participation by Sasol Employees and Black Managers               
Participants in the Sasol Inzalo Schemes will each be granted vested rights     
to Sasol ordinary shares.  This is subject to Sasol being entitled to           
repurchase a number of shares, determined in terms of a formula, at the end     
of the Transaction term (the "Repurchase Right"). Each right granted to a       
participant in the Sasol Inzalo Schemes will correspond to one Sasol ordinary   
share.  These rights will vest at the inception of each of the schemes. The     
Sasol Employees and Black Managers will not be required to contribute equity    
and will become entitled, from inception, to the distribution of all the        
ordinary dividends received by the Employee Trusts (as described in paragraph   
6.3 below), in proportion to their respective rights.                           
Each participant in the Employee Scheme will be allocated vested rights to      
850 Sasol ordinary shares, equivalent to approximately R350 000 at the          
closing price on 18 March 2008 of R 410 per share. The allocation of vested     
rights to Sasol ordinary shares in the Management Scheme will be on the basis   
of seniority and range from 5 000 to 25 000. 10% of the shares in the           
Employee Trusts will be set aside for new employees appointed during the        
first five years of the Transaction.                                            
Black Sasol executive directors will participate in the Black Management        
Scheme and will accordingly be related parties for purposes of the JSE          
Listings Requirements.                                                          
Sasol Employees or Black Managers who leave the employ of Sasol during the      
term of the Transaction by reason of dismissal will forfeit all their rights    
to Sasol ordinary shares.                                                       
A Sasol Employee or Black Manager who leaves the employ of Sasol by reason of   
resignation:                                                                    
-    within the first three years after having been allocated vested rights     
    will forfeit all such rights; and                                           
-    three years or more after having been allocated vested rights will         
    forfeit 10% of such rights for each full year or part thereof remaining     
from the date of resignation until the end of the term of the               
    Transaction.                                                                
Sasol Employees or Black Managers who leave the employ of Sasol by reason of    
retirement, early retirement, ill health or dismissal due to operational        
requirements at any time during the term of the Transaction will retain their   
entire allocation of rights until the end of the term of the Transaction.       
The heirs of those Sasol Employees and Black Managers who die will likewise     
succeed to their entire allocation.                                             
Forfeited vested rights to Sasol ordinary shares will be available for re-      
allocation to new and existing Sasol employees.                                 
6.3  Subscription by the Employee Trusts for Sasol ordinary shares              
The subscription by the Employee Trusts for Sasol ordinary shares will be       
facilitated by Sasol as follows.                                                
-    The Employee Trusts, which will be funded by contributions from Sasol,     
    will collectively subscribe for 25,2 million Sasol ordinary shares at a     
    nominal value of R0,01 per share, for a total subscription price of R252    
000.                                                                        
-    Each subscription at nominal value will be subject to the following pre-   
    conditions:                                                                 
-    the right to receive only 50% of the ordinary dividends and none of the    
extra-ordinary dividends paid in respect of the Sasol ordinary shares       
    issued to the Employee Trusts for the duration of the Transaction; and      
-    Sasol`s Repurchase Right in terms of which Sasol is entitled to            
    repurchase a -number of Sasol ordinary shares from the Employee Trusts      
at a nominal value of R0,01 per share. The number of shares will be         
    calculated in accordance with a predetermined formula which considers       
    the following:                                                              
    -    the aggregate value of the Sasol ordinary shares issued to the         
Employee Trusts based on R366 per share (i.e. the 60 day VWAP of       
         Sasol ordinary shares to 18 March 2008), escalated at 11,5% per        
         annum for the Transaction term;                                        
    -    the dividends not paid to the Employee Trusts resulting from the       
pre-conditions attaching to their subscription for Sasol ordinary      
         shares; and                                                            
    -    the market price of the Sasol ordinary shares at the end of the        
         Transaction term.                                                      

After Sasol has exercised its Repurchase Right and subject to the forfeiture    
of vested rights outlined in paragraph 6.2 above, each Sasol Employee and       
Black Manager will receive a number of Sasol ordinary shares having regard to   
the participant`s vested rights to those shares.                                
Any shares and other assets remaining in the Employee Trusts after the          
reallocation and distribution to new and existing Sasol employees will be       
distributed to the Foundation as residual vested beneficiary.                   
6.4  Governance of the Sasol Inzalo Schemes                                     
Two of the trustees of the Sasol Inzalo Employee Trust will be appointed by     
the Sasol Employees and one trustee will be appointed by Sasol.  The Black      
Managers and Sasol will each appoint one trustee for the Sasol Inzalo           
Management Trust.  The trustees appointed by the Sasol Employees and Black      
Managers will be independent of Sasol.                                          
The trustees will exercise the voting rights attached to the Sasol ordinary     
shares owned by the Employee Trusts in accordance with the individual           
instructions of the Sasol Employees and Black Managers.  Where participants     
have not given voting instructions, the trustees will exercise the voting       
rights at their discretion.                                                     
7.   Sasol Inzalo Foundation                                                    
7.1  Introduction                                                               
The Foundation will own 1,5% of Sasol`s issued share capital.                   
The vision of the Foundation is to significantly contribute to sustainable      
socio-economic growth in South Africa by focusing on skills development,        
primarily in mathematics, science and technology.  The Foundation will be       
formed for that purpose. The Foundation will endure indefinitely.               
7.1.1     Objectives and activities of the Foundation                           
The principal purpose of the Foundation will be to carry on educational         
public benefit activities with an emphasis on mathematics, science and          
technology. In doing so, it shall act as a Broad-based Ownership Scheme as      
contemplated in the Codes.                                                      
The trustees of the Foundation will give preference to the following            
activities in achieving the objectives of the Foundation:                       
-    alleviating the lack of skilled mathematics, science and technology        
    tuition in schools so as to boost the number of pupils graduating with      
    mathematics, science and technology subjects and skills from secondary      
schools, inter alia, through the establishment of the Sasol Maths and       
    Science Academy as a secondary school aiming to achieve a high level of     
    excellence in these areas based on internationally recognised curricula;    
-    boosting the vocational skills pool in South Africa, inter alia, through   
working jointly with or making donations to Further Education and           
    Training Colleges ("FET Colleges"), following on from the South African     
    Government`s `Adopt-an-FET` initiative, in an endeavour to address          
    skills shortages in respect of South African artisans generally.  This      
will be done, inter alia, by means of a nationwide drive to use retired     
    artisans and engineers:                                                     
    -    as coaches to allow learners to complete the practical component of    
         their training and consequently become qualified as artisans and so    
become employable; and                                                 
    -    to transfer their training skills to the FET Colleges;                 
-    expanding the current Sasol Centres of Excellence initiative to include    
    needy tertiary institutions and promoting success rates of secondary        
school pupils in achieving entry into degree courses with a mathematics,    
    science and/or technology base and graduating in those degrees and          
    undertaking post-graduate study, including:                                 
    -    the provision of bridging courses to enable entry or continued         
participation in a tertiary education institution; and                 
    -    assisting with curriculum development for tertiary institutions,       
         with a strong mathematics, science and technology focus.               
7.2  Subscription by the Foundation for Sasol ordinary shares                   
The subscription by the Foundation for Sasol ordinary shares will be            
facilitated by Sasol as follows:                                                
-    The Foundation, which will be funded by a contribution from Sasol, will    
    subscribe for 9,5 million Sasol ordinary shares at a nominal value of       
R0,01 per share. The total subscription price will be R95 000.              
-    Each subscription at nominal value will be subject to the following pre-   
    conditions:                                                                 
    -    the rights to receive only 5% of ordinary dividends and none of the    
extra-ordinary dividends paid in respect of the Sasol ordinary         
         shares issued to the Foundation, for the Transaction term; and         
    -    Sasol being entitled to repurchase a number of Sasol ordinary          
         shares, determined in accordance with a formula, from the              
Foundation at the end of the term of the Transaction (the              
         "Repurchase Right").                                                   
-    At the end of the Transaction term, Sasol may repurchase from the          
    Foundation a number of Sasol ordinary shares at a nominal value of R0,01    
per share. The number of shares will be calculated in accordance with a     
    predetermined formula as described in paragraph 6.3 above.                  
After Sasol has exercised its Repurchase Right, the Foundation will receive     
100% of dividends declared by Sasol on the Sasol ordinary shares owned by the   
Foundation and will utilise such dividends to fund its activities.              
7.3  Funding of activities of the Foundation                                    
During the Transaction term, the operating and capital expenditure of the       
Foundation will be funded from:                                                 
-    the dividends received from the Sasol ordinary shares issued to the        
    Foundation;                                                                 
-    donations from the Sasol Group; and                                        
-    funds raised from other donors.                                            
It is envisaged that the Foundation will be self sufficient as regards its      
operating expenses from inception.                                              
7.4  Governance of the Foundation                                               
The Foundation will be administered by a board of not less than three           
trustees which will be appointed by Sasol. The majority of the trustees will    
be Black People and 25% will be black women. At least 50% of the trustees       
will be independent of Sasol and not employed by the Foundation. The trustees   
will not be beneficiaries of the Foundation.                                    
The trustees will appoint a director to manage the day to day operations and    
affairs of the Foundation.                                                      
8.   Participation by Selected Participants                                     
8.1  Introduction                                                               
Selected Participants will indirectly own 1,5% of Sasol`s issued share          
capital through Groups InvestCo and Groups FundCo.                              
Pursuant to the request for the submission of expressions of interest by        
Black Groups that was published by Sasol on 16 and 17 September 2007 and        
again on 9 October 2007, Sasol received a large number of expressions of        
interest.  After performing a comprehensive evaluation of the groups that       
submitted expressions of interest, Sasol has selected a number of groups to     
participate as Selected Participants and is currently finalising the terms of   
their participation in the Transaction.                                         
35 Broad-based Groups and 51 Involved Groups have accepted an invitation to     
participate and will indirectly participate, through Groups InvestCo, in 85%    
of the Sasol Preferred Ordinary Shares to be issued to Groups FundCo. The       
Involved Groups include Abrina 5604 Limited ("Abrina") (described further       
below) and the investment companies of certain of Sasol`s recognised trade      
unions.                                                                         
Sasol is continuing the process of selecting, in its discretion, appropriate    
Black Groups to acquire the balance of 15% of the Sasol Preferred Ordinary      
Shares.  The Black Groups to be selected will have similar characteristics to   
the Broad-based Groups and the Involved Groups that have already been invited   
to participate in the Transaction.                                              
In the interim, the Groups Facilitation Trust, a vehicle created for this       
purpose, will subscribe for the balance of 15% of the Sasol Preferred           
Ordinary Shares. The Groups Facilitation Trust will be funded by Sasol. The     
name and description of the Selected Participants, together with, inter alia,   
their respective shareholdings in Groups InvestCo will be set out in the        
circular to shareholders referred to in paragraph 17 below ("Circular").        
It is intended that the Broad-based Groups will play an important role in       
assisting Sasol to increase South Africa`s skills pool.                         
Sasol retail convenience centres franchisees have established Abrina which,     
subject to finalising its internal funding arrangements, has been invited to    
participate in an indirect subscription of Sasol Preferred Ordinary Shares to   
a value of R820 million.  The shareholding in Abrina, which is in the process   
of being finalised, is expected to be as follows:                               
-    the employees of the individual franchisees (up to 3 900 employees) will   
    benefit from 37,5% of the issued share capital of Abrina through a          
    trust; and                                                                  
-    up to 234 shareholders representing approximately 100 franchise owners     
    will hold 62,5% of the issued share capital of Abrina.                      
It is anticipated that 85% of the interest that will be taken up by Abrina in   
Groups InvestCo will be for the benefit of Black People.                        
8.2  Terms for participation by Selected Participants                           
An agreement ("Governing Agreement") and deeds of adherence will be concluded   
between Sasol, Selected Participants, Groups InvestCo and Groups FundCo in      
terms of which each Selected Participant will undertake, inter alia, for the    
duration of the Transaction term:                                               
-    to comply with the provisions of the Governing Agreement, failing which    
    that Selected Participant will be obliged to offer its shares in Groups     
    InvestCo to the Groups Facilitation Trust;                                  
-    not to dispose of or encumber its ordinary shares in Groups InvestCo,      
    other than to the Groups Facilitation Trust if a forced sale occurs;        
-    to retain its BEE status and corporate structure (where applicable);       
    for Broad-based Groups, continue to be involved in skills development       
and/or community upliftment projects in Sasolburg and Secunda; and          
-    be managed in accordance with generally accepted corporate governance      
    principles.                                                                 
The Selected Participants will be entitled to receive a dividend of up to 5%    
of the dividend on Sasol Preferred Ordinary Shares in proportion to their       
effective interest in Sasol`s issued share capital, from the commencement of    
the fourth year of the Transaction term, subject to the financing               
requirements of Groups FundCo.                                                  
At the end of the Transaction term, the Sasol Preferred Ordinary Shares will    
automatically be Sasol ordinary shares and will then be listed on the JSE.      
At the time, Sasol ordinary shares may need to be sold to redeem the            
preference share funding and to pay any costs and taxes incurred by Groups      
FundCo.  The Sasol ordinary shares remaining in Groups FundCo may then be       
distributed to the Selected Participants in proportion to their shareholding    
in Groups InvestCo.                                                             
8.3  Subscription by Groups FundCo for Sasol Preferred Ordinary Shares          
Groups FundCo will subscribe for 9,5 million Sasol Preferred Ordinary Shares    
funded by equity from Selected Participants through Groups InvestCo and         
preference share funding.  Other than Abrina, the Selected Participants will    
subscribe for ordinary shares in Groups InvestCo by contributing equity equal   
to 5% for their first R50 million allocation of Sasol Preferred Ordinary        
Shares and 10% of the value of their effective allocation in excess of R50      
million.                                                                        
Abrina will contribute equity equal to 5% for its entire allocation as it       
facilitates the participation of the franchisees` employees who are unable to   
contribute any equity.                                                          
8.4  Governance                                                                 
The Selected Participants will be entitled to appoint directors to the boards   
of Groups FundCo and Groups InvestCo.  The boards of directors of Groups        
InvestCo and Groups FundCo will comprise the same individuals.  The majority    
of the directors must be Black People and not less than 40% must be black       
women.                                                                          
Groups FundCo will, from inception, have full voting and economic rights with   
regard to its 1,5% of Sasol`s issued share capital.                             
9.   Participation by the Black Public                                          
9.1  Introduction                                                               
The aim of the Sasol Inzalo Black Public Invitations is to provide as many      
Black People as possible the opportunity to acquire shares in Sasol.            
Participants in the invitations will be Black People and Black Groups,          
including partnerships, trusts and unincorporated groups such as `stokvels`.    
The Black Public could own 3% of Sasol`s issued share capital, through their    
participation in the Funded Invitation and Cash Invitation.                     
The total number of Sasol Preferred Ordinary Shares and Sasol BEE Ordinary      
Shares issued to the Black Public under the Sasol Inzalo Black Public           
Invitations will not exceed 18,9 million shares or 3% of Sasol`s issued share   
capital.                                                                        
The Sasol Inzalo Black Public Invitation will be launched on or about 22 May    
2008.                                                                           
The National Empowerment Fund ("NEF") and Sasol have entered into a             
memorandum of understanding in terms of which it has been agreed that the NEF   
will assist Sasol with the implementation of the Sasol Inzalo Black Public      
Invitations.  The NEF`s experience in designing, structuring and implementing   
similar schemes, also places it in a unique position to assist Sasol with the   
implementation of the Sasol Inzalo Black Public Invitations.                    
9.2  Subscriptions in terms of the Sasol Inzalo Black Public Invitation         
In order to achieve the aim set out in paragraph 9.1 above, an aggregate of     
18,9 million Sasol Preferred Ordinary Shares and Sasol BEE Ordinary Shares      
will be made available for allotment and issue to the Black Public.  It is      
anticipated that approximately 16,1 million Sasol Preferred Ordinary Shares     
and approximately 2,8 million Sasol BEE Ordinary Shares will be subscribed      
for by the Black Public under the Sasol Inzalo Black Public Invitations.  The   
actual number of Sasol Preferred Ordinary Shares and Sasol BEE Ordinary         
Shares issued will be dependent on the subscriptions received under the         
respective invitations pursuant to which Sasol will adjust the number of        
issued shares under each invitation such that the total number of shares        
issued to the Black Public will not exceed 18,9 million.                        
Funded Invitation                                                               
Public FundCo will subscribe for up to 18,9 million Sasol Preferred Ordinary    
Shares as explained in paragraph 3,3 at the Issue Price funded by equity from   
the Black Public through Public InvestCo and preference share funding.  The     
Issue Price represents a discount of approximately 11% to the Sasol closing     
share price on 18 March 2008.  The Black Public will subscribe for ordinary     
shares in Public InvestCo by contributing cash equal to 5% of the Issue Price   
for the first 100 shares and 10% of the Issue Price for any subscription in     
excess of 100 shares.                                                           
Cash Invitation                                                                 
The Black Public will subscribe for up to 18,9 million Sasol BEE Ordinary       
Shares as explained in paragraph 3.3 at the Issue Price.  Although the Black    
Public will be required to contribute 100% of the subscription consideration,   
the Issue Price represents a discount of approximately 11% to the Sasol         
closing share price on 18 March 2008.                                           
9.3  Terms for participation by the Black Public in the Funded Invitation       
The Funded Invitation makes use of funding facilitated by Sasol in Public       
FundCo to reduce the cash contribution required from the Black Public.          
Sasol`s objective is to make the Funded Invitation accessible to as many        
Black People and Black Groups as possible.  Accordingly, the minimum            
subscription will be for 25 shares, which will represent a minimum              
subscription of R 458 at the Issue Price.                                       
In order to ensure the broadest possible base of participants in the Funded     
Invitation, it is envisaged that the allocation of shares to the Black Public   
will be made, in Sasol`s discretion, from the bottom up, starting with          
applications for the smallest number of shares.                                 
Participants in the Funded Invitation may not dispose of their ordinary         
shares in Public InvestCo for the first three years after inception.            
Thereafter, for the remainder of the Transaction term, trading of the Public    
InvestCo ordinary shares will be allowed with other Black People or Black       
Groups through an over-the-counter trading mechanism.  Participants in the      
Funded Invitation may not encumber their shares in Public InvestCo before the   
end of the Transaction term.                                                    
The Black Public will be entitled to receive a dividend of up to 5% of the      
dividend on the Sasol Preferred Ordinary Shares in proportion to their          
effective interest in Sasol`s issued share capital, from the commencement of    
the fourth year of the Transaction term, subject to the financing               
requirements of Public FundCo.                                                  
At the end of the Transaction term, the Sasol Preferred Ordinary Shares will    
automatically be Sasol ordinary shares and will then be listed on the JSE.      
At the time, Sasol ordinary shares may need to be sold to redeem the            
outstanding preference share funding and to pay any costs and taxes incurred    
by Public FundCo.  The Sasol ordinary shares remaining in Public FundCo may     
then be distributed to the Black Public in proportion to their shareholding     
in Public InvestCo.                                                             
9.4  Governance of Public FundCo and Public InvestCo                            
The shareholders of Public InvestCo will be entitled to appoint directors to    
the boards of Public FundCo and Public InvestCo.  The boards of directors of    
Public FundCo and Public InvestCo will comprise the same individuals.  The      
majority of the directors must be Black People and not less than 40% must be    
black women.                                                                    
Public FundCo will, from inception, have full voting and economic rights with   
regard to its interest in Sasol`s issued share capital.                         
9.5  Terms for participation in the Cash Invitation                             
The Cash Invitation allows members of the Black Public that so choose to        
invest directly in Sasol BEE Ordinary Shares at the Issue Price.  The minimum   
subscription will be for 10 shares or such other number of shares as may        
decided by Sasol in its discretion, which will represent a minimum              
subscription of R 3 660 at the Issue Price.  This invitation aims to cater      
for investors with more funds available to invest, who wish to obtain direct    
exposure to Sasol shares and who may have a shorter investment time horizon.    
Participants in the Cash Invitation will receive dividends per share            
simultaneously with, and equal to, Sasol ordinary shareholders. In addition,    
they will be entitled to exercise the voting rights attaching to their Sasol    
BEE Ordinary Shares.                                                            
Participants in the Cash Invitation will be entitled to encumber their Sasol    
BEE Ordinary Shares, provided that these shares continue to be owned by         
members of the Black Public for the duration of the Transaction term.           
In order to ensure the broadest possible base of participants in the Cash       
Invitation, it is envisaged that the allocation of shares to the Black Public   
will be made, in Sasol`s discretion, from the bottom up, starting with          
applications for the smallest number of shares.                                 
At the end of the term of the Transaction, the Sasol BEE Ordinary Shares will   
automatically be Sasol ordinary shares and will then be listed on the JSE.      
Should circumstances so require, Sasol may amend the structure relating to      
the Cash Invitation and, if so, shareholders will be advised of the change in   
the Circular.                                                                   
10.  Funding of Selected Participants and Black Public participating in         
Funded Invitation                                                               
The Selected Participants and the Black Public participating in the Funded      
Invitation will indirectly participate in Sasol through their respective        
interests in Groups InvestCo and Public InvestCo (collectively, the             
"Investment Companies") and the Funding Companies.                              
10.1 Subscription by the Funding Companies for Sasol Preferred Ordinary         
Shares and the funding thereof                                                  
The Funding Companies will subscribe for Sasol Preferred Ordinary Shares in     
Sasol`s issued share capital at the Issue Price.  The subscription will be      
funded by a combination of:                                                     
-    equity received from the Investment Companies;                             
-    preference shares (A, B and C Preference Shares) subscribed for by the     
Financing Institutions; and                                                 
-    D preference shares subscribed for by Sasol ("D Preference Shares").       
The funding that is required by Groups FundCo and Public FundCo to subscribe    
for Sasol Preferred Ordinary Shares at the Issue Price is outlined in the       
table below.                                                                    
                                 Funding required (R million)                   
   Sources of funding            Groups      Public       Total                 
                                 FundCo      FundCo*                            
EQUITY                        220         400          620                   
   PREFERENCE SHARES             3 256       5 510        8 766                 
   A Preference Shares           900         1 530        2 430                 
   B Preference Shares           450         765          1 215                 
C Preference Shares           950         1 900        2 850                 
   D Preference Shares           956         1 315        2 271                 
                                                                                
   Total                         3 476       5 910        9 386                 
* assuming that 16,1 million Sasol Preferred Ordinary Shares will be            
subscribed for by Public FundCo at the Issue Price and that 2,8 million Sasol   
BEE Ordinary Shares will be subscribed for by the Black Public, under the       
Cash Invitation, at the Issue Price                                             
Equity contributions                                                            
R 220 million of equity will be required to fund Groups FundCo.  The Selected   
Participants that have accepted the invitation to participate are expected to   
contribute R 170 million through their investment in Groups InvestCo.  The      
remainder of the equity will be contributed by the Groups Facilitation Trust.   
It is estimated that an amount of R400 million will be contributed as equity    
by the Black Public.                                                            
Preference share funding                                                        
The A, B and C Preference Shares will be raised in the market by the            
appointed arrangers namely Rand Merchant Bank, a division of FirstRand Bank     
Limited, and The Standard Bank of South Africa Limited (the "Arrangers"),       
through a competitive bidding process.  Sasol has received funding              
commitments from the Financing Institutions and is in the process of            
concluding the funding agreements. The average cost of the preference share     
funding raised, as at 18 March 2008, is estimated to be 10,8% per annum.        
The A Preference Shares totalling approximately R 430 million in value will     
be senior preference shares with a fixed dividend rate linked to the prime      
lending rate. It is anticipated that 50% or more of the initial capital of      
the A Preference Shares will be redeemed over the term of the Transaction       
(commencing after the expiry of three years from the commencement of the        
Transaction term).  The A Preference Shares will be secured against the         
ordinary shares in the relevant Funding Company held by the relevant            
Investment Company. Neither of the Funding Companies is permitted to dispose    
of or encumber the Sasol Preferred ordinary Shares and other assets owned by    
such Funding Company.                                                           
The B Preference Shares totalling approximately R 1 215 million in value will   
be mezzanine preference shares with a fixed dividend rate linked to the prime   
lending rate. The dividends on the B Preference Shares will be fully serviced   
over the term of the Transaction but no preference shares will be redeemed      
during this period. The B Preference Shares will be subordinated to the A       
Preference Shares.                                                              
The C Preference Shares totalling a minimum of R 2 850 million in value will    
be issued at a floating dividend rate linked to the prime lending rate.  The    
C Preference Shares will receive some cash dividends from the start of the      
seventh year after the commencement of the Transaction, but the majority of     
the dividends will accumulate and will be settled at the end of the             
Transaction term.  The C Preference Shares will be subordinated to the A and    
B Preference Shares and secured against a Sasol guarantee.                      
Sasol will subscribe for D Preference Shares to fund the shortfall of R 2 271   
million between the amount required to subscribe for the Sasol Preferred        
Ordinary Shares and the aggregate funding raised through the equity             
contributions from Selected Participants and the Black Public participating     
in the Funded Invitation and the issue of the A, B and C Preference Shares.     
The D Preference Shares will be issued at a floating dividend rate linked to    
the prime lending rate and will be subordinated to the A, B and C Preference    
Shares.  The D Preference Shares will not receive any cash dividends for the    
duration of the transaction but will, in all other respects, have               
substantially the same rights, privileges and conditions as the C Preference    
Shares.                                                                         
Should the subscriptions received in terms of the Funded Invitation differ      
from the subscriptions envisaged in paragraphs 3.3, the funding packages for    
the A, B and C Preference Shares can be adjusted up to a maximum aggregate      
amount of R6 900 million                                                        
11.  Facilitation by Sasol                                                      
Sasol intends to facilitate the Transaction as follows:                         
-    in respect of the Employee Schemes, Sasol will fully facilitate the        
acquisition of the Sasol Ordinary Shares at nominal value by the            
    Employee Trusts, subject to Sasol`s Repurchase Right at the end of the      
    Transaction term;                                                           
-    Sasol will fully facilitate the acquisition of the Sasol ordinary shares   
at nominal value by the Foundation, subject to Sasol`s Repurchase Right     
    at the end of the Transaction term;                                         
-    in respect of the Funding Companies:                                       
    -    Sasol will facilitate the subscription for C Preference Shares by      
Financing Institutions through the provision of a guarantee;           
    -    Sasol will subscribe for D Preference Shares to fund the shortfall     
         between the amount required to subscribe for the Sasol Preferred       
         Ordinary Shares and the aggregate funding raised through the equity    
contributions from Selected Participants and the Black Public and      
         the issue of the A, B and C Preference Shares; and                     
    -    Sasol will fund the Groups Facilitation Trust and the Public           
         Facilitation Trust to subscribe for shares that are not subscribed     
for by Selected Participants and the Black Public; and                 
-    issuing the Sasol Preferred Ordinary Shares and the Sasol BEE Ordinary     
    Shares at the Issue Price which is below the closing price of R 410 per     
    share as at 18 March 2008.                                                  
The impact of Sasol`s facilitation ("share-based payment charge"), which is a   
non-cash cost with no impact on the net asset value of the Company, is          
expected to be approximately R 7 082 million for the duration of the            
Transaction.  This equates to 2,8% of Sasol`s market capitalisation which is    
in line with comparable, recently concluded, BEE transactions.  The share-      
based payment charge is calculated in accordance with International Financial   
Reporting Standard ("IFRS") 2 - Share-based Payment, and is further based on    
the Issue Price and other prevailing market conditions.   Changes in the        
closing price of the Sasol ordinary share at 18 March 2008 and at the date on   
which all relevant conditions are fulfilled, as well as changes in the other    
market conditions, could give rise to significant movements in this expense.    
12.  Illustrative pro forma financial effects                                   
The unaudited pro forma financial effects of the Transaction and in             
particular the specific issues of shares for cash, which are the                
responsibility of the Sasol directors, have been prepared for illustrative      
purposes only and, due to the nature thereof, they may not fairly represent     
Sasol`s financial position, changes in equity, results of operations or cash    
flows. The unaudited pro forma financial effects assume that the Transaction    
had been fully implemented on 1 July 2007. It does not purport to be            
indicative of what the financial results would have been had the Transaction    
been implemented on a different date. The unaudited pro forma financial         
effects of the Transaction are based on the assumptions set out in the notes    
below and include assumptions on the closing share price which can only be      
determined in the future.                                                       
The unaudited pro forma financial effects are presented in a manner             
consistent in all respects with IFRS and Sasol`s accounting policies.           
The Transaction has a positive effect on Sasol`s net asset value per share      
and a marginal impact on the unaudited pro forma annualised earnings            
excluding the share-based payment charge.                                       
The unaudited pro forma financial effects of the Transaction are set out in     
the table below:                                                                
                          Before1   After   Percentage    Percentage            
change        change                
                                            (%)           (%)                   
                                            (six months)  (annualised)2         
Attributable     cents     1 505     943     (37,3)        (21,2)               
earnings per                                                                    
share4                                                                          
Attributable               1 505     1 484   (1,4)         (0,8)                
earnings per     cents                                                          
share                                                                           
(excluding the                                                                  
share-based                                                                     
payment                                                                         
charge)4                                                                        
Diluted          cents     1 485     931     (37,3)        (21,2)               
earnings per                                                                    
share5                                                                          
Headline         cents     1 456     895     (38,6)        (21,9)               
earnings per                                                                    
share                                                                           
Net asset        cents     10 147    10 249  1,0           -                    
value per                                                                       
share                                                                           
Net tangible     cents     9 946     10 049  1,0           -                    
asset value                                                                     
per share                                                                       
Weighted         million   607,7     610,7   0,5           -                    
average number                                                                  
of shares in                                                                    
issue6                                                                          
Diluted          million   616,0     619,0   0,5           -                    
weighted                                                                        
average number                                                                  
of shares in                                                                    
issue7                                                                          
                                                                                
Notes and assumptions:                                                          
1.   The unaudited pro forma financial information before the implementation    
    of the Transaction is based on the reviewed financial position of the       
    Sasol Group at 31 December 2007 and the results of its operations for       
    the six months ended 31 December 2007.                                      
2.   The results of the Sasol Group`s operations for the six months ended 31    
    December 2007 has been annualised, purely for illustrative purposes, in     
    order to demonstrate the impact of the Transaction on Sasol for a full      
    year. The unaudited pro forma financial effects of the Transaction for      
the six months ended 31 December 2007 are distorted due to a significant    
    portion of share-based payment charge (which is discussed in note 4         
    below) being recognised immediately at implementation.                      
3.   The unaudited pro forma financial information per share after the          
Transaction is based on the assumptions that:                               
    a.   the Transaction was implemented with effect from 1 July 2007 for       
         calculation of the income statement effects and on 31 December 2007    
         for calculation of the statement of financial position effects;        
b.   34,7 million Sasol ordinary shares were issued, at nominal value of    
         R0,01 per share, to the Employee Trusts and the Sasol Inzalo           
         Foundation;                                                            
    c.   25,6 million Sasol Preferred Ordinary Shares were issued to the        
Funding Companies at the Issue Price of R 366 per share, which         
         represents a discount of approximately 11% to the Sasol closing        
         price of R 410 per share on 18 March 2008;                             
    d.   2,8 million Sasol BEE Ordinary Shares were issued to the Black         
Public under the Cash Invitation at the Issue Price;                   
    e.   the Employee Trusts, Sasol Inzalo Foundation and the Funding           
         Companies are consolidated for accounting purposes.  In this regard    
         any shares issued to these entities are regarded as treasury shares    
for accounting purposes and are excluded from the above                
         calculations;                                                          
    f.   the preferred ordinary dividend per share in respect of the            
         25,6 million Sasol Preferred Ordinary Shares issued to the Funding     
Companies for the six months ended 31 December 2007 amounts to         
         R16,00 per annum;                                                      
    g.   based on prevailing market rates, the average cost of the              
         preference share funding raised as at 18 March 2008 is estimated at    
10,8% per annum; and                                                   
    h.   the impact of all other movements in cash have been calculated at      
         the average of the relevant prevailing market rates over the six       
         months ended 31 December 2007.                                         
4.   In accordance with IFRS 2 - Share-based Payment, attributable earnings     
    for the six months ended 31 December 2007 has been reduced by R 3           
    303 million.                                                                
    The total share-based payment charge for the Transaction amounts to R 7     
082 million for the full Transaction term. The facilitation by Sasol        
    giving rise to the share-based payment charge is outlined in paragraph      
    11.                                                                         
    The share-based payment charge associated with the Employee Trusts          
amounts to R 4 221 million for the full Transaction term and will be        
    expensed in the income statement over the ten year period. The charge       
    for the six months ended 31 December 2007 therefore amounts to R 442        
    million.                                                                    
The share-based payment charge of R 2 861 million attributable to the       
    participation of the other BEE Shareholders is recognised immediately in    
    the income statement when all relevant conditions have been fulfilled.      
5.   The diluted earnings per share is calculated by dividing earnings by the   
diluted weighted average number of shares in issue for the period.          
6.   The weighted average number of shares excludes the shares issued to the    
    Employee Trusts, the Foundation and the Funding Companies, which shares     
    are treated as treasury shares.  The weighted average number of shares      
includes the 2,8 million Sasol BEE Ordinary Shares issued to the Black      
    Public under the Cash Invitation.                                           
7.   The diluted weighted average number of shares in issue for the period      
    ended 31 December 2007 does not assume the effect of any Sasol ordinary     
shares that may be sold in order to settle the outstanding debt under       
    the A and B preference share funding as the effect thereof is anti-         
    dilutive.                                                                   
13.  Fulfilment of conditions                                                   
The Transaction is subject to the fulfilment of the following conditions:       
-    the signature of the agreements required to implement the Transaction;     
-    the approval by Sasol`s shareholders of the Transaction;                   
-    the approval by the JSE  of the Transaction; and                           
-    registration of the special resolutions by the Companies and the           
    Intellectual Property Registration Office ("CIPRO").                        
14.  Fairness opinion                                                           
The Board has appointed Deloitte to prepare a fairness opinion in respect of    
the terms of the Sasol Preferred Ordinary Shares and the Sasol BEE Ordinary     
Shares. Deloitte has advised the Board, on a preliminary basis, that the        
terms of the Sasol Preferred Ordinary Shares and the Sasol BEE Ordinary         
Shares are fair to Sasol shareholders. Deloitte`s fairness opinion will,        
however, be formalised and finalised at the last practicable date prior to      
the publication of the relevant Circular to Sasol shareholders and will be      
based on financial, regulatory, securities market and other conditions          
prevailing at that time.                                                        
15.  Salient dates and times                                                    
                                              2008                              
   Circular and notice of general meeting     Monday, 21 April                  
   posted to Sasol shareholders on            Thursday, 15 May                  
Last day for receipt of forms of proxy for                                   
   the general meeting by 09:00 on                                              
   General meeting to be held at 09:00 at the Friday, 16 May                    
   registered office of Sasol on                                                
Results of the general meeting released on Friday, 16 May                    
   SENS on                                                                      
   Special resolutions lodged with CIPRO on   Monday, 19 May                    
   or about                                                                     
Results of the general meeting published   Monday, 19 May                    
   in the press on                                                              
These dates and times are subject to change.  Any material change will be       
published on SENS and in the press.                                             
16.  General meeting                                                            
A general meeting of shareholders ("General Meeting") will be held at 09:00     
on Friday, 16 May 2008, at the registered office of Sasol, 1 Sturdee Avenue,    
Rosebank, Johannesburg, 2196, to consider and, if deemed fit, pass, with or     
without modification, the special and ordinary resolutions required to          
implement the Transaction.                                                      
17.  Further documentation                                                      
A Circular setting out the full terms of the Transaction and convening the      
General Meeting will be posted to shareholders on or about 21 April 2008.       
A prospectus containing the details of the Sasol Inzalo Black Public            
Invitations will be made available at selected South African Post Offices in    
due course.                                                                     
18.  WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                      
Shareholders are advised that caution is no longer required when dealing in     
their Sasol ordinary shares.                                                    
Rosebank                                                                        
25 March 2008                                                                   
Merchant bank and transaction sponsor                                           
RAND MERCHANT BANK                                                              
(A division of FirstRand Bank Limited)                                          
Legal adviser                                                                   
Edward Nathan Sonnenbergs Inc                                                   
Independent expert                                                              
Deloitte & Touche Corporate Finance                                             
Reporting accountants and auditors                                              
KPMG Inc.                                                                       
Sponsor                                                                         
Deutsche Securities (SA) (Proprietary) Limited                                  
Disclaimer - Forward-looking statements                                         
We may in this document make statements that are not historical facts and       
relate to analyses and other information based on forecasts of future results   
and estimates of amounts not yet determinable. There are forward-looking        
statements as defined in the U.S. Private Securities Litigation Reform Act of   
1995. Words such as "believe", "anticipate", "expect", "intend", "seek",        
"will", "plan", "could", "may", "endeavour" and "project" and similar           
expressions are intended to identify such forward-looking statements, but are   
not 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 predictions, forecasts,          
projections and other forward-looking statements will not be achieved. If one   
or more of these risks materialize, or should underlying assumptions prove      
incorrect, actual results may be very different from those anticipated. The     
factors that could cause our actual results to differ materially from the       
plans, objectives, expectations, estimates and intentions expressed in such     
forward-looking statements are discussed more fully in our annual report        
under the Securities Exchange Act of 1934 on Form 20-F filed on 21 November     
2007 and in other filings with the United States Securities and Exchange        
Commission. Forward-looking statements apply only as of the date on which       
they are made and Sasol does not undertake any obligation to update or revise   
any of them, whether as a result of new information, future events or           
otherwise.                                                                      
The Sasol shares that will be allocated in terms of the BEE transaction 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.   
Date: 25/03/2008 07:20:16 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          



                                        
Email this JSE Sens Item to a Friend.

Send e-mail to
© 2017 SHARENET (PTY) Ltd, Cape Town, South Africa
Home     Terms & conditions    Privacy Policy
    Security Notice    Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.