ABRIDGED PRE-LISTING STATEMENT

Size: px

Start display at page:

Download "ABRIDGED PRE-LISTING STATEMENT"

Olivia Lawson
5 years ago
Views:

1 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: [ZAE ] ( 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 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.

2 The definitions and interpretations used in the full Prelisting Statement apply to this abridged pre-listing statement. Copies of the full Pre-listing Statement can be obtained from Sasol Inzalo Public s website 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 Sasol Inzalo Ordinary Shares were issued by Sasol Inzalo Public to successful applicants. As at 16 October 2015, there remain a total of Sasol Inzalo Ordinary Shares in issue, which are held by 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-thecounter 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

3 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 ZAE with effect from the commencement of trading on 1 December 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 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

4 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

5 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 6. DIRECTORS Full name and qualification Khungeka Njobe B.Sc (Hons), MSc Thalita Boikhutso BA (Hons), MA Vuyiswa Doo BA (Hons), MSC (Econ) Aisha Haroon BCom Dr Siphokazi Koyana BA. (Afro-American Studies), MA (African Studies), PhD (English Literature) Theto Maake BCom Accounting (Hons), CA (SA), Anglo American Programme of Management Excellent (GIBS) Nonkululeko Manyika BCom, BCom (Hons), CA(SA) Charlotte Mokoena BSocSc, BA (Hons), Exec Programme (IMD & Michigan Business school), Postgraduate diploma (Leicester) Louisa Mogudi BA, MA Zanele Monnakgotla BCom, LLB, LLM (Tax), Masters in Finance, Management Advanced Programme Thandeka Zondi BCom, BCom (Hons), CA(SA) Capacity and occupation Chairman and Independent Non- Executive 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:

7 Authorised ordinary par value shares of R0,01 each 1 non-participating preference share, with a par value of R0,01 Share capital (R) ,00 0,01 Issued ordinary shares of R0,01 each share of R0,01 each 1 non-participating preference share, with a par value of R0, ,00 0,01 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 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 October 2015 Johannesburg Sponsor: Deutsche Securities (SA) Proprietary Limited Legal advisor: Edward Nathan Sonnenbergs Inc.

2. Special Resolution number 2, authorising the amendment of the redesignation date for the Sasol Preferred Ordinary Shares, was approved:

2. Special Resolution number 2, authorising the amendment of the redesignation date for the Sasol Preferred Ordinary Shares, was approved: 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