SASOL LIMITED - Sasol amends plan to issue additional shares to settle expected outstanding Sasol Inzalo debt

Sasol amends plan to issue additional shares to settle expected outstanding Sasol Inzalo debt

Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration number 1979/003231/06)
Sasol Ordinary Share codes:     JSE: SOL       NYSE: SSL
Sasol Ordinary ISIN codes:      ZAE000006896 US8038663006
Sasol BEE Ordinary Share code: JSE: SOLBE1
Sasol BEE Ordinary ISIN code:   ZAE000151817
(“Sasol” or “the Company”)

Sasol Inzalo Public (RF) Limited (Incorporated in the
Republic of South Africa)
(Registration number 2007/030646/06)
Sasol Inzalo Public Ordinary Share code: JSE: SIPBEE
Sasol Inzalo Public Ordinary ISIN: ZAE000210050


SASOL AMENDS PLAN TO ISSUE ADDITIONAL SHARES TO SETTLE
EXPECTED OUTSTANDING SASOL INZALO DEBT

Sasol shareholders are referred to the Company’s
announcement on 20 September 2017 (the “First Announcement”)
regarding Sasol’s broad-based black economic empowerment
ownership transaction, incorporating information relating to
the termination of the Sasol Inzalo black economic
empowerment transaction (“Sasol Inzalo transaction”).

The Sasol Inzalo transaction was a landmark, broad-based
black economic empowerment initiative that received
shareholder approval in 2008. A significant amount of the
funding to facilitate this transaction was obtained through
the issue of preference shares to external banks to
facilitate the acquisition of Sasol preferred ordinary
shares by Sasol Inzalo Groups Funding (Pty) Ltd and Sasol
Inzalo Public Funding (Pty) Ltd (collectively “the Inzalo
FundCos”).

Under the terms approved in 2008, 25 547 081 Sasol preferred
ordinary shares are due to be re-designated to Sasol
ordinary shares during June and September 2018. This would
result in dilution for existing ordinary shareholders of
approximately 4%. These shares would then need to be sold in
the market by the Inzalo FundCos in order to fund the
redemption of the preference shares and cumulative
dividends. Based on the recent trading range of Sasol’s
share price, however, this would not be sufficient to
satisfy these obligations and creates a funding shortfall of
between R2 billion and R3 billion. This shortfall will be
made good by Sasol in terms of a guarantee granted in
respect of a portion of the preference share funding at the
outset of the transaction.

In the First Announcement Sasol indicated that its preferred
funding option would be to undertake an accelerated book-
build of up to 43 million Sasol ordinary shares to enable
the funding of the minimum amount sufficient to repurchase
the relevant Sasol preferred ordinary shares and settle the
relevant obligations and associated costs of the Inzalo
FundCos. The rationale for this option was to achieve rapid
resolution of Sasol and the Inzalo FundCos’ respective
financing obligations with a structure designed to help
protect Sasol’s investment grade credit rating with limited
incremental dilution for shareholders of approximately 1%
incremental dilution pursuant to the issue by Sasol of new
ordinary shares.

Following extensive engagement with shareholders, Sasol is
now undertaking to explore, in consultation with the
external banks and Inzalo FundCos, different funding options
to settle the relevant financing obligations. Sasol will
therefore no longer pursue the preferred funding option, as
described in the First Announcement, of issuing up to 43
million ordinary shares through an accelerated book-build
process. Sasol’s intention is to mitigate the amount of
shareholder dilution whilst still maintaining Sasol’s
investment grade credit rating. Sasol will communicate its
final plan for settling the Inzalo FundCos’ debt in February
2018.

The terms of Sasol Khanyisa relating to Sasol Inzalo
participants, SOLBE1 shareholders and qualifying employees
as set out the First Announcement are in no way affected by
this announcement.

09 October 2017
Johannesburg

Sponsor: Deutsche Securities (SA) Proprietary Limited

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