SASOL INZALO PUBLIC (RF) LIMITED - Announcement regarding delisting of Sasol Inzalo, disposal of Sasol preferred ordinary shares

Release Date: 20/08/2018 17:49
Code(s): SIPBEE
 
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Announcement regarding delisting of Sasol Inzalo, disposal of Sasol preferred ordinary shares

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

ANNOUNCEMENT REGARDING DELISTING OF SASOL INZALO, DISPOSAL OF SASOL PREFERRED ORDINARY
SHARES AND POTENTIAL CONSEQUENT CASH DISTRIBUTION TO SHAREHOLDERS


As set out in the pre-listing statement of Sasol Inzalo dated 23 October 2015, shareholders are reminded that Sasol Inzalo
will delist from the JSE at 17h00 on Friday, 7 September 2018 which is the end of the empowerment period.

Shareholders are also reminded that –

1.      Fundco, a wholly owned subsidiary of Sasol Inzalo, is obliged to redeem its A, B and C preference shares on the
        tenth anniversary of the issue date. This redemption will take place on Monday, 10 September 2018 alongside
        payment of final dividends on these preference shares. The aggregate amount required for this purpose is
        approximately R7,4 billion (the “Preference Share Debt”).


2.      Fundco currently holds 16 085 199 Sasol preferred ordinary shares and is obliged to dispose of a sufficient number
        of these shares to Sasol Limited (“Sasol”) on Friday, 7 September 2018 in order to satisfy the Preference Share
        Debt. This will take place at the 30 day volume weighted average price of a Sasol ordinary share (“30 day VWAP”)
        on Thursday, 6 September2018.


Based on the 30 day VWAP on Friday, 17 August 2018, of R512,66, approximately 14,5 million of Fundco’s Sasol preferred
ordinary shares would have to be sold to Sasol, in terms of an agreement concluded with Sasol, to enable Fundco to settle
the third party Preference Share Debt. Fundco would then have approximately 1,6 million Sasol preferred ordinary shares
free of any encumbrances, which would automatically redesignate as Sasol ordinary shares on Monday,
10 September 2018 (the “Available Shares”). If, however, the 30 day VWAP on Thursday, 6 September 2018 is
approximately R462 or less, there will be no Available Shares. Every R10 increase in the 30 day VWAP above R462 will
result in the total value of the Available Shares increasing by approximately R160 million.


As set out in the Sasol Inzalo prospectus in 2008 and repeated in the Sasol Inzalo pre-listing statement in 2015, it was
envisaged that any Available Shares, net of costs and taxes, would be distributed to Sasol Inzalo shareholders. However,
based on the current share price levels of Sasol ordinary shares, the number of shares available for distribution is likely to
be at a level which would mean that approximately 80% of Sasol Inzalo shareholders would each receive less than 5 Sasol
ordinary shares each. The board of Fundco has therefore reconsidered the matter based on the likely number of Sasol
ordinary shares which would constitute the Available Shares and in the circumstances considered that it would be in the
best interests of Sasol Inzalo and its shareholders if the Available Shares were sold for cash and that cash distributed to
Sasol Inzalo shareholders, less a provision for expenses and taxes. The board of Fundco considered that it would be
commercially and more cost effective if the Available Shares were sold to Sasol. The rationale for this decision is as follows:

    1. At the current 30 day VWAP, 1 Sasol ordinary share would be distributed to each Sasol Inzalo shareholder for every
        25 Sasol Inzalo ordinary shares held resulting in approximately 80% of Sasol Inzalo shareholders receiving less
        than 5 Sasol ordinary shares each.


    2. A cash distribution will be more cost and commercially effective and therefore result in a larger distribution to Sasol
        Inzalo shareholders than if the relevant shares were distributed.


    3. Sasol Inzalo shareholders who wish to hold Sasol ordinary shares can still use the cash received to acquire them
        on the JSE.


Accordingly, on Friday, 17 August 2018, Fundco offered to sell, for cash, to Sasol any Available Shares on Friday,
7 September 2018 at the 30 day VWAP on Thursday, 6 September 2018. The board of Fundco has been advised that Sasol
accepted this offer at its board meeting on Friday, 17 August 2018.


Shareholders are cautioned that if the 30 day VWAP on Thursday, 6 September 2018 is less than R462, Fundco will be
obliged to sell all its Sasol preferred ordinary shares in order to settle its Preference Share Debt and there will therefore be
no Available Shares and accordingly no distribution ultimately to Sasol Inzalo shareholders.


A further announcement will be made after Thursday, 6 September 2018, when the relevant 30 day VWAP will be known.

Sandton
20 August 2018

Sponsor
Deutsche Securities (SA) Proprietary Limited

Sole Financial Advisor
Rothschild (South Africa) Proprietary Limited

South African Legal Advisors
Edward Nathan Sonnenbergs Inc

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