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Abridged Pre-listing Satement
Sasol Inzalo Public Limited (RF)
(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 code: [ZAE000210050]
(“Sasol Inzalo Public” or “Company”)
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement does not constitute or form
part of any offer for sale or subscription of or solicitation
to buy or subscribe for any securities, and neither this
abridged pre-listing statement nor any part of it shall form
the basis of or be relied on in connection with or act as an
inducement to enter into any contract or commitment whatsoever.
This abridged pre-listing statement is an advertisement and not
a prospectus. Investors should not purchase or subscribe for
any shares referred to in this abridged pre-listing statement
except on the basis of information in the full Pre-listing
Statement published by Sasol Inzalo Public in connection with
the listing of its ordinary shares on the securities exchange
operated by JSE Limited ("JSE").
The information in this abridged pre-listing statement has been
extracted from the full Pre-listing Statement issued by Sasol
Inzalo Public dated 23 October 2015. For a full appreciation of
Sasol Inzalo Public and its subsidiary company and the listing
by way of an introduction of all of the ordinary shares of
Sasol Inzalo Public (“Sasol Inzalo Ordinary Shares”) in issue
on the BEE Segment of the Main Board of the JSE in the
“Specialist Securities – Other Securities” sector as an asset
backed security (“Listing”), the full Pre-listing Statement
should be read in its entirety.
Prospective purchasers of any Sasol Inzalo Ordinary Shares
should ensure that they fully understand the nature of the
Sasol Inzalo Ordinary Shares and the extent of their exposure
to risks, and that they consider the suitability of the Sasol
Inzalo Ordinary Shares as an investment in light of their own
circumstances and financial position.
Specialist securities involve a high degree of risk, including
the risk of losing some or a significant part of the initial
investment. Potential investors should be prepared to sustain a
total loss of their investment in such securities. The Sasol
Inzalo Ordinary Shares represent general, unsecured,
unsubordinated, contractual obligations of the issuer and rank
pari passu in all respects. Purchasers are reminded that the
Sasol Inzalo Ordinary Shares constitute obligations of the
issuer only and of no other person. Therefore, potential
purchasers should understand that they are relying on the
credit worthiness of the issuer.
The definitions and interpretations used in the full Pre-
listing Statement apply to this abridged pre-listing statement.
Copies of the full Pre-listing Statement can be obtained from
Sasol Inzalo Public’s website www.sasolinzalo.com.
1. INTRODUCTION AND OVERVIEW
During May 2008, Sasol Inzalo Public issued the funded
invitation prospectus (“Funded Invitation Prospectus”)
inviting Black People, B-BBEE Owned Companies and B-BBEE
Controlled Companies, as defined in the BEE Codes, to make
offers, in terms of which successful applicants would be
allotted and issued Sasol Inzalo Ordinary Shares (“Funded
Invitation”). The Funded Invitation formed part of the BEE
ownership initiatives of Sasol aimed at furthering Sasol’s
BEE objectives. A total of 16 085 199 Sasol Inzalo Ordinary
Shares were issued by Sasol Inzalo Public to 214 404
successful applicants. As at 16 October 2015, there remain a
total of 16 085 199 Sasol Inzalo Ordinary Shares in issue,
which are held by 206 378 holders.
From 8 September 2011, Sasol Inzalo Ordinary Shareholders
were permitted to trade their Sasol Inzalo Ordinary Shares
and as undertaken in the Funded Invitation Prospectus, Sasol
and Sasol Inzalo Public established an informal over-the-
counter mechanism to allow trading of the Sasol Inzalo
Ordinary Shares. In March 2012, Sasol and Sasol Inzalo Public
established the automated Sasol Inzalo Share Trading
Platform.
In July 2014, the Financial Services Board (“FSB”) issued a
directive stipulating that a person who maintains or provides
infrastructure which meets the requirements of the definition
of an exchange in the Financial Markets Act 2012 (Act No 19
of 2012)(“FMA”) operates an exchange, regardless of whether
the infrastructure is provided for transactions in respect of
only one security.
On the basis of this directive, the FSB is of the view that
the Sasol Inzalo Share Trading Platform is an exchange in
terms of the FMA and is therefore required to be licensed as
an exchange in terms of the FMA.
The FSB granted Sasol Inzalo Public a temporary exemption
until 30 November 2015 from applying to have the Sasol Inzalo
Share Trading Platform licensed as an exchange or from
listing the Sasol Inzalo Ordinary Shares on a licenced
exchange After investigating various alternatives available
to Sasol Inzalo Public in respect of trading the Sasol Inzalo
Ordinary Shares, the Sasol Inzalo Public board of directors
(“Board”) decided to apply for the listing of Sasol Inzalo
Ordinary Shares on the BEE Segment of the Main Board of the
JSE as an Asset Backed Security. At the date of issue of this
announcement, the JSE is the only exchange licensed under the
FMA which has a segment where trade in securities listed on
that segment, namely BEE securities, is restricted to occur
exclusively between BEE Compliant Persons, as defined in the
JSE Listings Requirements (“BEE Compliant Persons”).
The JSE has granted Sasol Inzalo Public a Listing by way of
an introduction of all the Sasol Inzalo Ordinary Shares in
issue on the BEE Segment of the Main Board of the JSE in the
“Specialist Securities – Other Securities” sector as an Asset
Backed Security under the abbreviated name “S-Inzalo BEE”,
JSE share code “SIPBEE” and “ISIN ZAE000210050” with effect
from the commencement of trading on 1 December 2015. This is
provided the shareholder resolutions summarised in paragraph
4 below and set out in the notice of annual general meeting
to the shareholders of Sasol Inzalo dated 23 October 2015 are
passed and filed with the Companies and Intellectual Property
Commission as required by the relevant legislation.
2. PURPOSE OF THE SASOL INZALO BEE TRANSACTION
The purpose of the Sasol Inzalo BEE transaction was to provide
as many BEE Compliant Persons as possible with the opportunity
to acquire an interest in Sasol ordinary shares. Sasol Inzalo
Public, through its 100% ownership of Sasol Inzalo Public
Funding Proprietary Limited (RF)(“FundCo”), indirectly owns
16 085 199 Sasol preferred ordinary shares which entitle
FundCo to a cumulative preferred dividend from Sasol for the
duration of the empowerment period which commenced on 8
September 2008 and will end on 7 September 2018 (“Empowerment
Period”). The preferred dividends are utilised by FundCo to
partly repay the preference share funding as set out in
paragraph 4 of the full Pre-listing Statement.
At the end of the Empowerment Period, FundCo will cease to
receive the preferred dividend from Sasol. The Sasol preferred
ordinary shares indirectly owned by Sasol Inzalo Public
through FundCo will become Sasol ordinary shares and these
Sasol ordinary shares will be listed on the JSE. A number of
Sasol ordinary shares held by FundCo will be sold by FundCo at
the end of the Empowerment Period to repay the outstanding
preference share funding to its preference shareholders and
other debt owed by FundCo. Any remaining Sasol ordinary shares
held by FundCo will be free from all restrictions and will
then be distributed to Sasol Inzalo Public, which will then
distribute these shares to its ordinary shareholders pro rata
to their holding. In the event that the proceeds from the sale
of the Sasol ordinary shares held by FundCo are insufficient
to repay the outstanding preference share funding to its
preference shareholders, the preference shareholders will be
entitled to draw on the security provided by Sasol, Sasol
Financing, FundCo and Sasol Inzalo Public referred to in
paragraph 4.14 of the full Pre-listing Statement. In this
case, there will be no remaining Sasol ordinary shares held by
FundCo and therefore no distribution to Sasol Inzalo Public
and accordingly, no distribution by Sasol Inzalo Public to its
ordinary shareholders.
3. RATIONALE FOR THE LISTING
The Listing of the Sasol Inzalo Ordinary Shares on the BEE
Segment will provide existing and prospective Sasol Inzalo
Ordinary Shareholders with access to a licensed trading
platform with all the benefits of a globally recognised stock
exchange in a regulated environment, including a market
determined share price and exit mechanism, while ensuring
that Sasol Inzalo Ordinary Shares are traded exclusively
among BEE Compliant Persons for the duration of the
Empowerment Period.
4. SHAREHOLDER APPROVALS FOR THE LISTING
The Listing is subject, inter alia, to the approval of the
following resolutions at the 2015 annual general meeting of
Sasol Inzalo Public to be held on Saturday, 21 November 2015
at 10h00:
4.1 Special resolution number 1: to amend the Sasol Inzalo
Public Memorandum of Incorporation (“MOI”) to insert the
necessary definitions and clauses to provide for the bulk
dematerialisation of the Sasol Inzalo Public Ordinary
Shares, so that these shares are held in dematerialised
form, which is necessary for trading on the JSE, unless
any holders of Sasol Inzalo Ordinary Shares elect not to
have their Sasol Inzalo Ordinary Shares dematerialised
pursuant to special resolution number 1;
4.2 Ordinary resolution number 12: to authorise the Company,
to the extent necessary, to instruct the Transfer
Secretaries to replace share certificates of Sasol Inzalo
with new share certificates reflecting the new alpha code
and ISIN, if the Sasol Inzalo Ordinary Shares are listed
on the JSE;
4.3 Special resolution number 2: to insert into the MOI
provisions dealing with uncertificated securities where
the MOI previously required all securities of the Company
to be held in certificated form so as to cater for the
Sasol Inzalo Ordinary Shares being held in dematerialised
form for purposes of trading on the JSE; to ensure that
the MOI includes provisions which satisfy the
requirements of Schedule 10 of the JSE Listings
Requirements and to include any other provisions
necessary to cater for the Listing; and
4.4 Special resolution number 3: to insert into the MOI
“Additional Terms of the BEE Contract” in terms of the
JSE Listings Requirements.
The amendments to the MOI will come into effect once filed
with the Companies and Intellectual Property Commission.
5. SALIENT FEATURES OF THE SASOL INZALO ORDINARY SHARES
The Sasol Inzalo Ordinary Shares entitle the holders thereof
to exercise full voting rights with respect to any matter to
be decided by Sasol Inzalo Public and the right to receive
dividends declared by Sasol Inzalo Public. Sasol Inzalo
Public may declare a dividend if there is sufficient cash
available after settling its liabilities and if it reasonably
appears that Sasol Inzalo Public will satisfy the solvency
and liquidity test set out in the Companies Act, (Act No. 71
of 2008), as amended. The dividend which may be declared to
Sasol Inzalo Ordinary Shareholders is limited to 5% of the
preferred dividend which may be paid by Sasol to FundCo on
the Sasol preferred ordinary shares.
The value of the Sasol Inzalo Ordinary Shares is dependent on
the following key factors:
- the number and value of the Sasol Preferred Ordinary
Shares owned by FundCo;
- the market price of Sasol Ordinary Shares;
- the prime rate which determines the dividend rate
applicable to the C Preference Shares issued by FundCo;
and
- the outstanding amounts of funding, including the
preference share funding, which is outstanding and
repayable by FundCo.
6. DIRECTORS
Full name and qualification Capacity and occupation
Khungeka Njobe Chairman and Independent Non-
B.Sc (Hons), MSc Executive Director
Thalita Boikhutso Independent Non-Executive
BA (Hons), MA Director
Vuyiswa Doo Independent Non-Executive
BA (Hons), MSC (Econ) Director
Aisha Haroon Independent Non-Executive
BCom Director
Dr Siphokazi Koyana Independent Non-Executive
BA. (Afro-American Studies), Director
MA (African Studies), PhD
(English Literature)
Theto Maake Independent Non-Executive
BCom Accounting (Hons), CA Director
(SA), Anglo American
Programme of Management
Excellent (GIBS)
Nonkululeko Manyika Independent Non-Executive
BCom, BCom (Hons), CA(SA) Director
Charlotte Mokoena Independent Non-Executive
BSocSc, BA (Hons), Exec Director
Programme (IMD & Michigan
Business school), Post-
graduate diploma (Leicester)
Louisa Mogudi Independent Non-Executive
BA, MA Director
Zanele Monnakgotla Independent Non-Executive
BCom, LLB, LLM (Tax), Masters Director
in Finance, Management
Advanced Programme
Thandeka Zondi Independent Non-Executive
BCom, BCom (Hons), CA(SA) Director
7. AUTHORISED SHARE CAPITAL
The authorised and issued shares of Sasol Inzalo Public as at
the date of this abridged pre-listing statement are set out
below:
Share capital
(R)
Authorised
19 000 000 ordinary par value shares of R0,01 190 000,00
each
1 non-participating preference 0,01
share, with a par value of R0,01
Issued
16 085 199 ordinary shares of R0,01 each 160 852,00
share of R0,01 each
1 non-participating preference 0,01
share, with a par value of R0,01
The Sasol Inzalo Ordinary Shares rank pari passu in all
respects and carry a dividend right.
8. INCORPORATION OF SASOL INZALO PUBLIC AND SASOL
Sasol Inzalo Public was incorporated under the laws of South
Africa on 24 October 2007 in Pretoria, South Africa.
Sasol was incorporated under the laws of South Africa on
26 June 1979. The Sasol ordinary shares have been listed on
the JSE since October 1979 and the listing of its sponsored
level II American Depository Receipt Programme commenced on
the New York Stock Exchange on 9 April 2003.
23 October 2015
Johannesburg
Sponsor: Deutsche Securities (SA) Proprietary Limited
Legal advisor: Edward Nathan Sonnenbergs Inc.
Date: 23/10/2015 12:42:00 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,
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