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SASOL LIMITED - Sasol Announcement regarding an Election Right being Granted to Solbe1 Shareholders and the Solbe1 Bonus Award

Release Date: 29/01/2018 12:31
Code(s): SOL SOLBE1     PDF:  
Wrap Text
Sasol Announcement regarding an Election Right being Granted to Solbe1 Shareholders and the Solbe1 Bonus Award

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”)


SASOL ANNOUNCEMENT REGARDING AN ELECTION RIGHT BEING GRANTED TO SOLBE1
SHAREHOLDERS AND THE SOLBE1 BONUS AWARD – DECLARATION AND FINALISATION
ANNOUNCEMENT

1.      Introduction


        On Friday, 17 November 2017, Sasol shareholders approved, inter alia, the
        Sasol Khanyisa transaction which included changes to the rights attaching
        to SOLBE1 Shares to enable a right of election, more fully detailed in
        paragraph 2.1 (the “Election Right”), to be given to the holders of SOLBE1
        Shares whose names appear on the securities register on an appropriate
        record date to be determined by Sasol. This date has been determined as
        Friday, 9 February 2018 (the “Record Date”). Further details regarding the
        Election Right are contained in the circular published to Sasol shareholders
        on 18 October 2017, a copy of which can be viewed at
        http://www.sasol.com/sites/sasol/files/content/files/Sasol%20Limited%20Cir
        cular_Web%20FINAL_0.PDF.

2.      Election Right and SOLBE1 Bonus Award


        2.1.   The Election Right, if exercised (the “Election”), will result in
               those SOLBE1 Shares in respect of which such right is exercised, not
               automatically re-designating as SOL Shares on 5 April 2018 (being the
               earlier re-designation date determined by the Sasol board and
               communicated on SENS on 17 November 2017), but remaining as SOLBE1
               Shares. Additionally, if the Election Right is exercised, the SOLBE1
               shareholder in question will receive, on 1 June 2018, a bonus award
               in the form of a capitalisation issue, of one SOLBE1 Share for every
               four SOLBE1 Shares held on the Record Date. In accordance with a
               ruling granted by the JSE, fractional entitlements to SOLBE1 Shares
               will be rounded up to achieve the issue of whole numbers of SOLBE1
               Shares.
     2.2.   All SOLBE1 Shareholders registered on the securities register on the
            Record Date will receive the document containing the Election Right
            and details of how to exercise the Election Right, which will be
            distributed to SOLBE1 Shareholders on or about 16 February 2018.

3.   Last Day to Trade (including off-market transactions) in order to be eligible
     for the Election Right


     In order to be eligible for the Election Right, the last day to transact
     (whether on or off-market) in SOLBE1 Shares so as to be on the securities
     register on the Record Date, being Friday, 9 February 2018, is Tuesday, 6
     February 2018 (the “Last Day to Trade”).


4.   Transactions (including acquisitions, disposals and transfers) in SOLBE1
     Shares after the Last Day to Trade


     From Wednesday, 7 February 2018 (and even after the Record Date) –


     4.1    any person who acquires or takes transfer of SOLBE1 Shares will not
            be entitled to the Election Right in respect of those SOLBE1 Shares;
            and


     4.2    any SOLBE1 shareholder who disposes of or transfers SOLBE1 Shares will
            not be entitled to exercise the Election Right at all, even in respect
            of any remaining SOLBE1 Shares held by that shareholder on Friday,
            9 February 2018 and even if that SOLBE1 shareholder receives the
            document containing the Election Right.

5.   Some salient terms and conditions of the Election Right


     5.1.   To be valid the Election Right can only be exercised in respect of a
            shareholder’s entire holding of SOLBE1 Shares on the Record Date and
            will be irrevocable once made; and


     5.2.   SOLBE1 shareholders who exercise the Election Right will be unable to
            trade in the applicable SOLBE1 Shares from the date on which the
            Election is received by Computershare Nominees Proprietary Limited or
            such shareholder’s CSDP or broker, as applicable, until 5 April 2018.
            On this date, the SOLBE1 Shares, held by those SOLBE1 Shareholders
            who did not exercise the Election Right, will re-designate to SOL
            Shares. If you trade your existing SOLBE1 Shares after dispatching
            the Election Form to Computershare, your CSDP or broker, your Election
            will be treated as invalid. Your Election, even if you do not trade
            after dispatching the Election Form, will only take effect once
            received by Computershare, your CSDP or broker, but continues to be
            irrevocable until received.


     5.3.   The SOLBE1 bonus award shares 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.


     5.4.   If you are in the United States at the time you exercise the Election,
            you must complete and return a U.S. representation letter to
            Computershare, or if Computershare is not your CSDP, to your CSDP or
            broker. You can ask Sasol to provide you with this representation
            letter.

6.   Important dates

     Last Day to Trade (the last day on             Tuesday, 6 February 2018
     which a SOLBE1 shareholder can
     transact (whether on or off-market)
     in SOLBE1 Shares in order to be on
     the securities register on the
     Record Date and therefore to qualify
     for the Election Right)
     The date from which the SOLBE1 Shares          Wednesday, 7 February 2018
     trade ex the Election Right
     A SOLBE1 shareholder who holds                 Period from Wednesday, 7 February to
     his/her/its shares in uncertificated           Friday, 9 February 2018
     form may not have such shares
     rematerialised,     and     a   SOLBE1
     shareholder who holds his/her/its
     SOLBE1 Shares in certificated form
     may    not    have      such    shares
     dematerialised, during this period
     Any person who acquires or takes
     transfer of SOLBE1 Shares will not
     be entitled to the Election Right in
     respect of those SOLBE1 Shares                 Period from Wednesday, 7 February to
     If a SOLBE1 shareholder disposes of            Friday, 9 February 2018
     or   transfers    any    or   all   of
     his/her/its SOLBE1 Shares during
     this period, he/she/it will not be
     entitled to exercise the Election
     Right, even for those SOLBE1 Shares
     which he/she/it has not disposed of
     or transferred and even if that
     SOLBE1   shareholder    receives   the
     document containing the Election
     Right
     Record Date (the date on which a               Friday, 9 February 2018
     SOLBE1 shareholder’s name will have
     been entered in the securities
     register as regards any acquisitions
      of SOLBE1 Shares made on or before
      the Last Day to Trade)
      Any person who acquires or takes
      transfer of SOLBE1 Shares will not
      be entitled to the Election Right in
      respect of those SOLBE1 Shares
      Any SOLBE1 Shareholder who/which             Period after Friday, 9 February 2018
      disposes during this period of
      SOLBE1 Shares, which qualified for
      the Election Right, will not be
      entitled to exercise the Election
      Right at all, even in respect of that
      shareholder’s     remaining    SOLBE1
      Shares which qualified for the
      Election Right
      The date from which the Election             21 February 2018
      Right may be exercised
      The final date and time by which the         12h00 on Thursday, 22 March 2018
      Election    must   be   received   by
      Computershare or your CSDP/broker
      SOLBE1 shareholders who exercise the         Period from date on which election
      Election Right will be unable to             document received by Computershare
      trade in the applicable SOLBE1               Nominees Proprietary Limited, CSDP
      Shares during this period                    or broker until 5 April 2018
      Document   regarding   the   Election        Friday, 16 February 2018 for
      Right     dispatched     to    SOLBE1        documents dispatched by post and
      shareholders    registered   on   the        Wednesday, 21 February 2018 for
      Record Date                                  documents dispatched electronically



29 January 2018
Johannesburg

Sponsor: Deutsche Securities (SA) Proprietary Limited

Sole Financial Advisor
Rothschild (South Africa) Proprietary Limited

Joint South African Legal Advisors
Edward Nathan Sonnenbergs Inc
Poswa Inc

US Legal Advisors
Shearman & Sterling

Date: 29/01/2018 12:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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