SASOL INZALO PUBLIC SASOL KHANYISA FACT BOOK

Transcription

1 SASOL INZALO PUBLIC SASOL KHANYISA FACT BOOK

2 WHAT TRANSFORMATION MEANS FOR SASOL B-BBEE is a key enabler for economic transformation and inclusive growth, which is important for South Africa s long term sustainability. Sasol is committed to meaningful transformation. Sasol Inzalo will end in June 2018 and Sasol Khanyisa launches in June AS A COMPANY PROUDLY ROOTED IN SOUTH AFRICA S HERITAGE, SASOL EMBRACES TRANSFORMATION Sasol s integrated transformation approach across all pillars of the revised B-BBEE Codes of Good Practice OWNERSHIP 25% Ownership in Sasol Oil - 2,8 million beneficiaries (direct and indirect) 20% Ownership in Sasol Mining beneficiaries 10% Ownership in Sasol Limited employees and shareholders MANAGEMENT CONTROL 27% Women Directors, Sasol Limited Board 68% of workforce comprises of Black employees in SA 57% of junior to top management in SA in Black SOCIO ECONOMIC DEVELOPMENT AND PREDERENTIAL PROCUREMENT R676 in social investment programmes R1 billion in bursaries, learnerships & skills development R7 billion in procurement from Black-owned businesses 2 SASOL KHANYISA MEANS TO ILLUMINATE

3 SASOL KHANYISA PUBLIC PARTICIPATION I am a South African citizen and Black as defined by the dti codes I participated in Sasol Inzalo s funded offer - I paid 5% or 10% of the initial share purchase price I participated in Sasol Inzalo s cash offer I paid full value I paid cash for my Sasol Inzalo shares and will elect to stay on the JSE empowerment segment - Invitation 1 I will elect to be a part of Sasol Khanyisa - Invitation 2 Will I benefit from Sasol Khanyisa? You will: not be able to participate in Sasol Khanyisa; and not receive any additional shares. You would have received: one bonus SOLBE1 share for every four SOLBE1 shares owned; but will not be able to participate in Sasol Khanyisa any further. Your SOLBE1 shares will automatically become Sasol ordinary shares (SOL) and you will: receive SOL shares, equal to the number of the SOLBE1 shares owned; not participate in Sasol Khanyisa; and not receive any additional shares. You: have to elect that your SOLBE1 Shares do not re-designate to SOL Shares, i.e. to remain within the empowerment segment of the JSE; and will receive one bonus SOLBE1 share for every four SOLBE1 shares owned. You will: have to elect on an opt out basis to participate in Sasol Khanyisa; receive, at no cost, one Sasol Khanyisa Public share for every one SOLBE1 share held, funded by Sasol; and receive a further SOLBE1 share, at no cost, for every 10 Sasol Khanyisa Public shares owned. You will: have to elect on an opt out basis to participate in Sasol Khanyisa; receive, at no cost, one Sasol Khanyisa Public share for every one Sasol Inzalo Public share held, funded by Sasol; and receive a further SOLBE1 share, at no cost, for every 10 Sasol Khanyisa Public shares owned. 3

4 HOW IS KHANYISA DIFFERENT FROM INZALO? Inzalo Khanyisa What does this mean for Sasol Inzalo Public shareholders? OWNERSHIP 10% ownership in Sasol Limited 25% direct and indirect ownership in Sasol South Africa t dependent on Sasol Limited share price. Transaction at asset level, based on fair value and expected cash flow DESIGN Complex structure Simpler structure Fewer participating entities and, where possible, consistent treatment of participants PARTICIPANTS Open to Black South Africans and majority of Sasol employees Eligible Sasol Inzalo participants and Black permanent employees Sasol is committed to shareholders who have been committed to Sasol s transformation journey INVESTMENT DURATION 10 year Investment Continued investment in transformation beyond 10 years Components of Khanyisa to be evergreen. Value-forvalue exchange to SOLBE1 shares tradeable on the JSE Empowerment Segment FUNDING Banks together with Sasol provided funding Sasol provides funding Fully vendor funded by Sasol on favourable terms (i.e. no 3rd party funding). Debt repayment within Sasol s control VALUE CREATION Growth in Sasol Limited share price and dividends required to pay off debt Value from day one. Majority of dividends pay off debt and interest Bonus and additional SOLBE1 shares create value on Day One. Transaction at asset level to maximise dividend flow and accelerate amortisation of vendor funding 4

5 WELCOME TO SASOL KHANYISA Our new R21 billion B-BBEE ownership structure Value from day one What can you expect from Sasol Khanyisa as an existing Sasol Inzalo Public shareholder? Lucas bought 100 Sasol Inzalo Public shares at R18.30 per share in Although Lucas only paid R18.30 per share, the value of his share at the time was R366 per share. Thirdparty funders lent money to Sasol Inzalo Public to cover the difference between the value of Lucas share (R366) and the amount he paid for the share (R18.30). The Sasol share price performance was impacted by lower crude oil prices and other macro-economic dynamics and, unfortunately, no net value has been created. Sasol Inzalo will unwind in mid Sasol has introduced Sasol Khanyisa as a new B-BBEE ownership structure and wishes to encourage Lucas to participate in the new transaction. Once Sasol shareholders have approved Sasol Khanyisa in vember 2017, SHAREHOLDER LUCAS Lucas will receive an invitation to participate in Sasol Khanyisa at no cost to him. In April 2018, should Lucas choose to participate, he will, at the inception of Sasol Khanyisa, receive 100 Sasol Khanyisa Public shares, funded entirely by Sasol. In addition, Lucas will receive 10 SOLBE1 shares (Sasol shares trading on the Empowerment Segment of the JSE) at no cost to him. These SOLBE1 shares are immediately tradeable once issued on 1 June At a SOLBE1 share price of R330 per share, this means Lucas will receive value of R3 300 on day one. SASOL INZALO FUNDED OFFER EXISTING SASOL INZALO PUBLIC SHAREHOLDERS WHO ELECT TO PARTICIPATE IN SASOL KHANYISA Lucas receives 100 Sasol Khanyisa shares for every 100 Sasol Inzalo Public shares held And 10 SOLBE1 shares at no cost (1:10) Lucas now owns 10 SOLBE1 shares and 100 Sasol Khanyisa Public shares Assumed value of 10 SOLBE1 shares (*example only) SOLBE R3 300 KHANYISA IN 2028 SASOL KHANYISA PUBLIC SHARES WILL BE EXCHANGED FOR SOLBE1 SHARES TO BE KEPT OR TRADED AS PREFERRED Immediate benefit: On 1 June 2018, if Lucas elects to participate in Sasol Khanyisa, he will have 10 SOLBE1 shares worth R3 300 (assuming R330 per share) that he can keep as an investment to receive dividends, or sell as he prefers. Long-term benefit: Lucas 100 Sasol Khanyisa Public shares will be held until the end of the ten-year period, at which point they will be exchanged for SOLBE1 shares. Lucas can then decide to keep the SOLBE1 shares as an investment to receive dividends, or sell the shares as he prefers. *All share prices used and amounts stated are for illustrative purposes only and will depend on the actual share price and will be subject to taxation. 5

6 WELCOME TO SASOL KHANYISA Our new R21 billion B-BBEE ownership structure Value from day one What can you expect from Sasol Khanyisa as an existing Sasol BEE Ordinary (SOLBE1) shareholder? SHAREHOLDER THANDI In 2008, Thandi bought 100 SOLBE1 shares at R366 per share. Since then, she received dividends. Sasol Inzalo will unwind in mid when Thandi s 100 SOLBE1 shares will automatically re-designate to Sasol ordinary shares (also known as SOL shares). Sasol has introduced Sasol Khanyisa, a new B-BBEE ownership structure and wishes to encourage Thandi to participate in the new transaction. Once Sasol shareholders have approved Sasol Khanyisa in vember 2017, Thandi will be invited to participate in Sasol Khanyisa. In February 2018, Thandi will be invited to elect for her SOLBE1 shares not to automatically become Sasol ordinary shares. If she chooses to keep her SOLBE1 shares on the JSE s Empowerment Segment, she will receive 25bonus SOLBE1 shares, i.e. 1 bonus share for every 4 shares she owns. In April 2018, should Thandi choose to participate in Sasol Khanyisa, she will at inception, receive 100 Sasol Khanyisa Public shares, funded entirely by Sasol. In addition, Thandi will receive 10 SOLBE1 shares at no cost to her, i.e. 1 share for every 10 shares she owns. These SOLBE1 shares are immediately tradeable once issued on 1 June At a SOLBE1 share price of R330 per share, Thandi will receive value of R on day one, i.e. 35 SOLBE1 shares x R330. The long-term benefit for Thandi is that in 2028, her Sasol Khanyisa shares will be exchanged for SOLBE1 shares. Immediate benefit: On 1 June 2018, Thandi will have 35 additional SOLBE1 shares worth R (assuming a share price of R330 per share) that she can keep as an investment to receive dividends, or sell as she prefers. Thandi will also have her original 100 SOLBE1 shares. Long-term benefit: Thandi s 100 Sasol Khanyisa Public shares will be held until 2028, at which point they will be exchanged for SOLBE1 shares. Thandi can then decide to keep the SOLBE1 shares as an investment to receive dividends, or sell the shares as she prefers. 6

7 1 Invitation 1 - February SASOL INZALO CASH OFFER 2 SOLBE1 SHAREHOLDERS ELECT TO REMAIN WITHIN THE EMPOWERMENT SEGMENT OF THE JSE Thandi owns 100 SOLBE1 shares Receives 25 bonus SOLBE1 shares (1:4) Thandi now owns 125 SOLBE1 shares Assumed value of 25 SOLBE1 bonus shares (*example only) Invitation 2 - April 2018 SOLBE R8 250 SOLBE1 SHAREHOLDERS ELECT TO PARTICIPATE IN SASOL KHANYISA After election Thandi has 125 SOLBE1 shares and 100 Sasol Khanyisa Public shares (1:1) Receives a further 10 SOLBE1 shares for no consideration (1:10) Thandi now owns: 135 SOLBE1 shares and 100 Sasol Khanyisa shares Assumed value of 35 SOLBE1 shares (*example only) SOLBE1 KHANYISA R In 2028 Sasol Khanyisa Public shares will be exchanged for SOLBE1 shares to be kept or traded as Thandi prefers Sasol Khanyisa shares are funded by Sasol. Most of the dividend stream will be used to repay the funding cost. Sasol Khanyisa is subject to shareholder approval in vember *All share prices used and amounts stated are for illustrative purposes only and will depend on the actual share price. 7

8 WHAT S NEXT? Sasol is committed to ongoing engagement and communication with all participants and look forward to continuing this transformation journey with you. 18 OCT 2017 Issue of circular to Sasol shareholders 4 NOV 2017 Sasol Inzalo Public Ltd AGM 3 APR 2O18 Last day to trade 16 APR 2018 SIPBEE for Invitation 2 Invitation 2 opens. SOLBE1 trading suspended from election date (not to participate) and recommences on 15 May 18. SIPBEE trading suspended from election date (not to participate) 11 MAY 2018 Invitation 2 closes Record date to receive share entitlement 6 OCT 2017 Sasol Inzalo Publics Integrated report to shareholders 22 MAR 2018 Invitation 1 closes. Final date for election to be with Computershare 20 SEPT 2017 Sasol Khanyisa announcement 17 NOV 2017 Sasol Limited combined AGM and GM (to approve Sasol Khanyisa) 15 APR 2O18 Finalise results of Invitation 1 6 FEB 2018 SOLBE1 Last Day to Trade 9 FEB 2018 SOLBE1 Record Date (Election void if any SOLBE1 shares are sold between 7-9 Feb 18. SOLBE1 shares will redesignate to SOL) 21 FEB 2018 Invitation 1 opens for SOLBE1 shareholders. Trading suspended from election date (not to redesignate) and recommences on 6 Apr 18 5 APR 2O18 SOLBE1 Automatic Redesignation Date. 6 APR 2O18 Record date for Invitation 2 SOLBE1 shareholders registered to be eligible participants in Sasol Khanyisa. SOLBE1 trading commences. 23 MAY 2018 Finalise results of Invitation 2 1 JUN 2018 Sasol Khanyisa effective date. Additional SOLBE1 shares issued. SIPBEE delisted from the JSE empowerment segment 8 SEP 2018 Sasol Inzalo Public final redemption date For more information on Sasol Khanyisa, please visit the Sasol Khanyisa page on Sasol.com. 8 To update your contact and banking details, please send an to sasolinzalo@computershare.co.za or contact Computershare on