SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a -16 or 15d -16 of
the Securities Exchange Act of 1934

 

 

Report on Form 6-K for September 30, 2003

 

Sasol Limited

1 Sturdee Avenue
Rosebank 2196
South Africa

(Name and address of registrant’s principal executive office)

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

 

Form 20-F  ý                         Form 40-F  o

 

 



 

Enclosures:

 

1.               Notification to JSE Securities Exchange South Africa of Dealing in Securities by a Director of Sasol Limited dd 18 September 2003

2.               Notification to JSE Securities Exchange South Africa of Dealing in Securities by a Director of Sasol Limited dd 19 September 2003

3.               Media release dd 22 September 2003

4.               Audited provisional report and declaration of dividend number 48 for the year ended 30 June 2003

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Sasol Limited, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date: September 30, 2003

 

 

 

By:

/s/

N L Joubert

 

Name:

Nereus Louis Joubert

 

Title:

Company Secretary

 

3



 

 

18 September 2003

 

 

The JSE Securities Exchange South Africa

Listings Division

One Exchange Square

Gwen Lane

SANDOWN

2196

 

PER TELEFAX : 520-8596

 

Dear Sirs

 

DEALING IN SECURITIES BY A DIRECTOR OF SASOL LIMITED

 

In compliance with Rule 3.63 – 3.65 of the Listings Requirements of the JSE Securities Exchange South Africa, the following information is disclosed:

 

Name

 

N L  Joubert

Office Held

 

Company Secretary

Company

 

Sasol Limited

Date transaction effected

 

17 September 2003

Offer date

 

04 September 1995

Offer price per share

 

R31,00

Number of shares

 

2 500

Sale price per share

 

R89,97

Total sale price

 

R224 925,00

Class of shares

 

Ordinary no par value

Nature of transaction

 

Take up and sale of shares pursuant to exercise of share options

Nature and extent of Director’s interest

 

Beneficial holder

 

Yours faithfully

 

 

 

MICHELLE  DU TOIT

MANAGER  :  COMPANY SECRETARIAL SERVICES

 

 

Sasol Limited  1979/003231/06

1 Sturdee Avenue Rosebank 2196   PO Box 5486  Johannesburg   2000   South Africa

Telephone +27 (0)11 441 3111   Facsimile +27 (0)11 788 5092  www.sasol.com

 

Directors: P du P Kruger (Chairman)  PV Cox (Deputy Chairman and Chief Executive)  E le R Bradley  WAM Clewlow  BP Connellan  LPA Davies (Executive Director)  JH Fourie (Executive Director)  MSV Gantsho  A Jain (Indian)  S Montsi  TS Munday (Executive Director) SB Pfeiffer (American)  JE Schrempp (German)  CB Strauss
Company Secretary: NL Joubert

 

4



 

19 September 2003

 

 

The JSE Securities Exchange South Africa

Listings Division

One Exchange Square

Gwen Lane

SANDOWN

2196

 

PER TELEFAX : 520-8596

 

Dear Sirs

 

 

DEALING IN SECURITIES BY A DIRECTOR OF SASOL LIMITED

 

 

In compliance with Rule 3.63 – 3.65 of the Listings Requirements of the JSE Securities Exchange South Africa, the following information is disclosed:

 

 

Name

 

P  V  Cox

Office Held

 

Executive Director

Company

 

Sasol Limited

 

 

 

 

 

 

Date transaction effected

 

19 September 2003

Offer date

 

28 September 1998

Offer price per share

 

R25,10

Number of shares

 

10 000

Purchase price per share

 

R25,10

Total purchase price

 

R251 000,00

Class of shares

 

Ordinary no par value

Nature of transaction

 

Take up and purchase of share options

Nature and extent of Director’s interest

 

Beneficial holder

 

 

Sasol Limited  1979/003231/06

1 Sturdee Avenue Rosebank 2196   PO Box 5486  Johannesburg   2000   South Africa

Telephone +27 (0)11 441 3111   Facsimile +27 (0)11 788 5092  www.sasol.com

 

Directors: P du P Kruger (Chairman)  PV Cox (Deputy Chairman and Chief Executive)  E le R Bradley  WAM Clewlow  BP Connellan  LPA Davies (Executive Director)  JH Fourie (Executive Director)  MSV Gantsho  A Jain (Indian)  S Montsi  TS Munday (Executive Director) SB Pfeiffer (American)  JE Schrempp (German)  CB Strauss
Company Secretary: NL Joubert

 

5



 

Date transaction effected

 

19 September 2003

Offer date

 

28 September 1998

Offer price per share

 

R25,10

Number of shares

 

30 400

Sale price per share

 

R88,56

Total sale price

 

R2 692 224,00

Class of shares

 

Ordinary no par value

Nature of transaction

 

Take up and sale of shares pursuant to exercise of share options

Nature and extent of Director’s interest

 

Beneficial holder

 

 

 

 

 

 

Date transaction effected

 

19 September 2003

Offer date

 

27 February 1995

Offer price per share

 

R29,75

Number of shares

 

13 400

Sale price per share

 

R88,56

Total sale price

 

R1 186 704,00

Class of shares

 

Ordinary no par value

Nature of transaction

 

Take up and sale of shares pursuant to exercise of share options

Nature and extent of Director’s interest

 

Beneficial holder

 

 

 

 

 

 

Date transaction effected

 

19 September 2003

Offer date

 

29 October 1999

Offer price per share

 

R42,30

Number of shares

 

6 000

Sale price per share

 

R88,56

Total sale price

 

R531 360,00

Class of shares

 

Ordinary no par value

Nature of transaction

 

Take up and sale of shares pursuant to exercise of share options

Nature and extent of Director’s interest

 

Beneficial holder

 

6



 

Date transaction effected

 

19 September 2003

Offer date

 

30 August 2000

Offer price per share

 

R54,00

Number of shares

 

42 000

Sale price per share

 

R88,56

Total sale price

 

R3 719 520,00

Class of shares

 

Ordinary no par value

Nature of transaction

 

Take up and sale of shares pursuant to exercise of share options

Nature and extent of Director’s interest

 

Beneficial holder

 

 

Yours faithfully

 

 

MICHELLE  DU TOIT

MANAGER :  COMPANY SECRETARIAL SERVICES

 

7



 

Media Release

 

 

22 September2003

 

 

Sasol mandates Euro 350 million Syndicated Dual Currency Revolving Credit Facility

 

Sasol has mandated Crédit Agricole Indosuez and Dresdner Kleinwort Wasserstein to arrange a EUR 350 million Syndicated Dual Currency Revolving Credit Facility on its behalf.

 

Crédit Agricole Indosuez and Dresdner Kleinwort Wasserstein act as bookrunners. Dresdner Kleinwort Wasserstein also acts as documentation agent and Dresdner Bank Luxembourg S.A. has been named facility agent.

 

The facility has a tenor of three years at a margin of 60 basis points (0,6%) per annum.  It will refinance the existing USD 400 million syndicated loan facility, and serve for general corporate purposes.

 

Syndication was launched on Wednesday 17 September 2003 and is mainly aimed at a selected group of Sasol’s relationship banks.  A bank meeting is scheduled for 24 September 2003 in London.

 

Ends

 

Information for editors.

 

The key terms and conditions are:

Termination Date:

 

3 years, bullet repayment

Purpose:

 

Refinancing of the existing USD 400 million syndicated loan facility, dated 9 November 2000 and for general corporate purposes

Interest margin:

 

60 basis points per annum

Commitment Fee:

 

27 points per annum

 

 

Sasol Limited   1979/003231/06

1 Sturdee Avenue Rosebank 2196   PO Box 5486  Johannesburg   2000   South Africa

Telephone +27 (0)11 441 3111   Facsimile +27 (0)11 788 5092   www.sasol.com

 

Directors: P du P Kruger (Chairman)  PV Cox (Deputy Chairman and Chief Executive)  E le R Bradley  WAM Clewlow  BP Connellan  LPA Davies (Executive Director)  JH Fourie (Executive Director)  MSV Gantsho  A Jain (Indian) S Montsi  TS Munday (Executive Director)  SB Pfeiffer  (American)  JE Schrempp (German)  CB Strauss  Company Secretary: NL Joubert

 

8



 

Participation Fees (flat):

 

Lead Arranger (EUR 30 million): 50 bps

 

 

Arranger (EUR 20 million): 35 bps

 

 

For further information, contact one of the Mandated Lead Arrangers:

 

Crédit Agricole Indosuez

Frédéric Hans, Director, Loan Syndications\Distribution, tel.: +33 1 4189 2808

 

Dresdner Kleinwort Wasserstein:

Bruno Bohlinger, Director, Loan Syndications \Distribution, tel.:+49 69 713 14284

Torsten Duwe, Director, Loan Syndications \Capital Markets, tel.:+49 69 713 191 21.

 

For more information, please contact:

 

Johann van Rheede

Sasol Group Communication: Media Manager

Telephone

 

+27 11 441-3295

Mobile

 

082 329 0186

E-mail

 

johann.vanrheede@sasol.com

 

 

Sasol, with a market capitalization of approximately USD 7 billion, is an integrated oil and gas group with substantial chemical interests.  Based in South Africa and operating in 15 other countries throughout the world, Sasol is the leading provider of liquid fuels in South Africa and a major international producer of chemicals, using a world leading technology for the commercial production of synthetic fuels and chemicals from low grade coal. In the future Sasol expects to apply this technology to convert natural gas to diesel and chemicals. Sasol manufactures over 200 fuel and chemical products that are sold in more than 90 countries and also operates coal mines to provide feedstock for synthetic fuels and chemical plants. The company also manufactures and markets synthesis gas and operates the only inland crude oil refinery in South Africa. Internet address: www.sasol.com.

 

Disclaimer - Sasol Ltd

 

We may in this document make statements that are not historical facts and relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable.  These are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995.  Words such as “believe”, “anticipate”, “expect”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavor” and “project” and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements.  By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that predictions, forecasts, projections and other forward-looking statements will not be achieved.  If one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may be very different from those anticipated.  The factors that could cause our actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements are discussed more fully in our registration statement under the Securities Exchange Act of 1934 on Form 20-F filed on March 6, 2003 and in other filings with the United States Securities and Exchange Commission.  Forward-looking statements apply only as of the date on which they are made, and we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.

 

9



 

 

clear direction in stormy seas

 

                  Strong rand results in adverse currency effects – R4,2 billion

                  Excluding currency effects operating profit up by 9%

                  Including currency effects operating profit and attributable earnings down by 19% and 20%

                  Severe margin pressures in chemical businesses

                  Total dividend held at 450 cents

                  Five year growth targets met and major capital projects on track

 

audited provisional report and declaration of
dividend number 48 for the year ended 30 June 2003

 

10



 

 

 

 

 

 

2002
Restated

 

2003

 

 

 

 

2003

 

 

2002
Restated

 

 

Turnover
Rm

 

Business unit

 

Operating profit
Rm

 

1 239

 

1 013

 

Sasol Mining

 

1 277

 

1 335

 

12 620

 

13 643

 

Sasol Synfuels

 

8 048

 

8 030

 

6 414

 

8 507

 

Sasol Oil and Gas

 

1 223

 

2 021

 

39 023

 

41 030

 

Sasol’s chemical businesses

 

 2 240

 

3 681

 

19 129

 

19 543

 

Sasol Olefins and Surfactants

 

67

 

1 207

 

5 580

 

6 245

 

Sasol Polymers

 

890

 

913

 

5 666

 

5 950

 

Sasol Solvents

 

436

 

786

 

3 840

 

4 663

 

Sasol Wax

 

233

 

175

 

3 984

 

3 810

 

Sasol Nitro

 

414

 

535

 

824

 

819

 

Other chemicals

 

200

 

65

 

294

 

362

 

Other

 

(635

)

(41

)

59 590

 

64 555

 

 

 

 

12 153

 

15 026

 

 

 

 

 

 

Capital items

 

(242

)

(243

)

 

 

 

 

 

 

 

11 911

 

14 783

 

 

 

Turnover

 

Geographic analysis

 

Operating profit

 

26 735

 

31 136

 

South Africa

 

10 896

 

12 115

 

2 079

 

1 959

 

Rest of Africa

 

15

 

12

 

16 390

 

17 149

 

Europe

 

781

 

1 491

 

3 208

 

3 710

 

Middle East, India and Far East

 

453

 

510

 

9 514

 

8 809

 

North America

 

(229

)

528

 

675

 

697

 

South America

 

7

 

63

 

989

 

1 095

 

Southeast Asia

 

(12

)

64

 

59 590

 

64 555

 

 

 

11 911

 

14 783

 

 

11



A billion is defined as one thousand million.

 

financial overview

 

For the 2003 financial year, operating profit before currency translation effects decreased by 4% from R14 227 million to R13 619 million compared to the last financial year. After currency translation effects, operating profit decreased by 19% from R14 783 million to R11 911 million. Attributable earnings and earnings per share decreased by 20% from R9 817 million to R7 817 million and from 1 603 cents to 1 283 cents respectively. During the year the group changed its accounting policy with respect to borrowing costs. Excluding the effect of this change, attributable earnings and earnings per share on a comparable basis decreased by 24% from R9 496 million to R7 174 million and from 1 550 cents to 1 177 cents respectively.

 

International oil prices were on average 14% higher than in the previous financial year. The following, however, more than offset this benefit and were the main causes of the decrease in basic attributable earnings:

 

        the strengthening of the rand-US$ exchange rate from an average of R10,13:US$ 1 in the previous reporting period to R9,03:US$ 1 (R1,9 billion), and from a closing rate at 30 June 2002 of R10, 27:US$ 1 to R7,50:US$1 (R2,3 billion) at 30 June 2003. The total adverse impact on operating profit of these currency effects amounted to R4,2 billion,

 

        the depressed margins of various chemicals and in particular alkylates, and

 

        the losses arising from the extended Natref shutdown and unforeseen problems and delays experienced with the refinery expansion project.

 

Other than Sasol Olefins & Surfactants and Sasol Oil, the group performed reasonably well in difficult global trading conditions that were exacerbated by the effects of the Middle East war and the SARS virus in Asia.

 

Sasol’s plants world-wide ran well and customers’ requirements were met. Pleasing improvements were made in safety, environmental and risk management.

 

Capital expenditure incurred amounted to R11 billion. Major projects advanced or completed during the year include:

 

        the pioneering gas-to-liquid (GTL) fuels projects in Qatar and Nigeria,

 

        the Mozambique gas project which will bring natural gas for the first time to the industrial heartland of South Africa, and

 

        the n-butanol and acrylic acid and acrylates projects at Sasolburg.

 

At 30 June 2003, gearing (total debt less cash as a percentage of shareholders’ equity) amounted to 33% which was within the company’s targeted range of 20% — 40%. In response to the group’s capital expansion programme and debt-funding requirements, the group’s gearing target-range was increased to 30% - 50% during the year. This decision followed substantial research and stress-testing of Sasol’s balance sheet and business plans.

 

The total dividend declared of 450 cents is equivalent to that of the previous reporting period and reflects a dividend cover of 2,9.

 

Notable achievements during the year included Sasol’s improved credit rating by international agency Standard and Poor’s, and the successful secondary listing of Sasol on the New York Stock Exchange.

 

sasol mining

 

Lower international coal prices and the stronger rand adversely impacted on Sasol Mining’s export revenues resulting in operating profit decreasing by 4% from R1 335 million to R1 277 million.

 

Various productivity improvements were again achieved as a continuation of Sasol Mining’s business renewal initiatives. Machine and per-capita productivity improved by 9% and 3% respectively and increases in cash costs per ton were contained to 4%, which is within the South African Producer Price Index (PPI) rate of inflation.

 

Sasol Mining was recognised for its successes and business stature when it received the International Coal Company of the Year Award at the 2002 Platts/Business Week Global Energy Awards in New York.

 

sasol synfuels

 

Sasol Synfuels advanced its business renewal initiatives launched in the mid-1990s and maintained turnover at the record levels achieved in the 2002

 

12



 

financial year. The benefit of higher international crude oil prices was mostly offset by the impact of a stronger rand resulting in operating profit increasing slightly to R8 048 million.

 

An initiative was advanced in partnership with Sasol Technology and Sasol Oil to ensure compliance with the new fuel specifications that are expected to become mandatory in South Africa in 2006. It is estimated that about R7 billion will be invested to modify the liquid fuel refining and blending operations and to construct new plants to increase the octane rating of Secunda’s synthetic petrol.

 

This project will liberate significant further quantities of monomer feedstock which will enable Sasol Polymers to progress with value-adding polymer expansion projects.

 

sasol oil and gas

 

Operating profit reduced by 39% from R2 021 million to R1 223 million. The benefit of higher oil and fuel prices as well as higher gas sales was more than offset by the impact of a stronger rand and losses arising from the Natref shutdown (R200 million) and difficulties experienced with the Natref expansion project (R200 million). The plant has since operated satisfactorily and record production levels have been achieved.

 

The introduction of the new Basic Fuel Price (BFP) mechanism in April 2003 to replace the in-bond landed cost (IBLC) pricing formula had minimal effect on profits.

 

Negotiations have progressed with other oil companies to conclude new supply agreements to replace the Main Supply Agreement which expires on 31 December 2003.

 

Preparation for the introduction of natural gas from Mozambique into South African markets is progressing well.

 

sasol’s chemical businesses

 

  sasol olefins and surfactants (O&S)

 

The depressed global economy and significant margin pressures caused by lower product prices and higher feedstock costs resulted in operating profit reducing by 95% from 133 million to 7 million. In rand terms, operating profit reduced from R1 207 million to R67 million.

 

The performance of the alkylates business was particularly disappointing. Linear alkylbenzene (LAB) selling prices came under pressure because of surplus global capacity. Kerosene and benzene feedstock costs increased to an all-time high.

 

Low capacity utilisation at Sasol’s LAB plants led to the suspension of production at the Porto Torres LAB facility in Italy and a 30% reduction of the workforce of the LAB plant at Baltimore in the USA.

 

While the monomers business within Sasol O & S also had disappointing results primarily because of low co-monomer prices, all other businesses in Sasol O & S achieved satisfactory performances in Euro, but in rand terms were adversely affected by the stronger rand.

 

Various businesses in the chemical portfolio are being scrutinised and reviewed to ensure strategic fit and the ability to meet financial performance targets on a sustainable basis. Certain businesses and product groups are being considered for rationalisation, potential disposal and/or an intensified process of cost reduction and productivity improvement.

 

  sasol polymers

 

Turnover increased by 12% from R5 580 million to R6 245 million. Higher feedstock costs and rand appreciation resulted in operating profit decreasing by 3% from R913 million to R890 million. A focus on continuous improvement was maintained and the business increased per capita production by 9%.

 

Plant operations remained stable with some units achieving production records. The polyethylene plant in Malaysia overcame start-up problems experienced during the first half of the financial year and by year-end was running at full capacity.

 

Sasol Polymers Germany entered into a joint venture with the National Petrochemical Company of Iran to construct and operate an integrated world-scale ethylene and polyethylene complex in Iran.

 

13



 

• sasol solvents

 

The benefits of cost-cutting initiatives and record turnover resulted in Sasol Solvents increasing its operating profit before translation effects by 3% from R704 million to R728 million. The rand’s appreciation, however, resulted in a 45% decrease in operating profit after translation effects from R786 million to R436 million.

 

Most business units performed to expectations and contributed satisfactorily to profits. Closer collaboration with Sasol O&S world-wide is yielding even more operational synergies which, together with the establishment of various shared services, will contribute to further reduce costs.

 

• sasol wax

 

Sasol Wax achieved satisfactory results during the year despite aggressive competition and margin pressures caused by higher oil prices. Operating profit increased by 33% from R175 million to R233 million. Demand for Fischer-Tropsch waxes produced at Sasolburg was buoyant while competition from Chinese wax producers resulted in margins for commodity waxes eroding in European markets.

 

• sasol nitro

 

In a year characterised by higher demand for fertilisers and lower demand for explosives, Sasol Nitro performed reasonably well. Rand appreciation and increased logistics costs partly offset the benefit of higher fertiliser prices resulting in operating profit decreasing by 23% to R414 million. Cash cost increases were contained to well within the PPI rate of inflation.

 

During the year a decision was taken to divest from Sasol Nitro’s underperforming explosives businesses in the USA and Canada resulting in a further impairment cost of R158 million.

 

sasol petroleum international

 

The development of the Mozambique gas fields at Temane and Pande progressed satisfactorily during the year. It is currently estimated that Sasol has access to Mozambican gas reserves of about 3,2 trillion cubic feet (tcf), or more than 500 million barrels of oil equivalent.

 

sasol synfuels international

 

Sasol’s ambition to pioneer newgeneration GTL conversion technology in selected gas-rich regions advanced during the year. Through the joint venture with Qatar Petroleum work commenced on the construction of the plant at Ras Laffan, Qatar. In November 2002, non-recourse financing amounting to US$ 700 million was successfully arranged for the project. The engineering, procurement and construction (EPC) contract was awarded in December 2002. The plant is expected to be ready for commissioning before the end of December 2005.

 

The Sasol Chevron joint venture (between Sasol and ChevronTexaco) made progress with the full-scale design of the GTL plant to be built in Nigeria. It is envisaged that the EPC contract will be awarded during 2004 and commissioning of the plant is expected during 2007.

 

profit outlook

 

International chemical prices are predicted to drift upwards or remain unchanged and margins should improve because average oil prices in the 2004 financial year are expected to be lower than in the past year. A dominating influence on overall financial performance is, however, expected from the rand’s relationships with major currencies. If the prevailing strength of the rand persists, it is unlikely that rand earnings in the new financial year will match those of the 2003 financial year.

 

Looking ahead, the group is poised to enter its next growth phase which will be spearheaded by the rollout of the GTL ventures over the next few years. This will be supported by both the harvesting of returns from our chemical investments and continuing major contributions from our mining, oil and gas and synthetic fuels businesses.

 

corporate governance

 

Following its listing on the New York Stock Exchange (NYSE) on 9 April 2003 and the publication of new listings requirements by the JSE Securities Exchange South Africa (JSE) effective from 1 September 2003, the group

 

14



 

had the opportunity to review its corporate governance practices comprehensively. Sasol complies, to the extent required, with the new JSE Listings Requirements, as well as the comprehensive US governance standards recently augmented by rules adopted by the NYSE and the US Securities Exchange Commission in consequence of the Sarbanes-Oxley Act. The group subscribes to, affirms its commitment to and complies, in all material respects with the principles of the Code on Corporate Practices and Conduct as contained in the second King Report on Corporate Governance for South Africa. All the key principles underlying responsible and effective corporate governance practices and conduct are reflected in Sasol s corporate governance structures and practices.

 

declaration of final dividend number 48

 

The directors of Sasol Limited have declared a final dividend of 235 cents per share (2002: 250 cents per share) for the year to

30 June 2003. The dividend has been declared in the currency of the Republic of South Africa.

 

Trading in the STRATE environment requires settlement within five business days. In accordance with the settlement procedures of STRATE, the following dates will apply to the final dividend:

 

Last day for trading to qualify for and participate in the final dividend (cum dividend)

 

Friday, 3 October 2003

 

 

 

 

 

Trading ex dividend commences

 

Monday, 6 October 2003

 

 

 

 

 

Record date

 

Friday, 10 October 2003

 

 

 

 

 

Dividend payment date
(electronic and certificated register)

 

 

 

 

 

 

 

Monday, 13 October 2003

 

 

Dividend cheques in payment of this dividend to certificated shareholders will be posted to shareholders on or about Monday, 13 October 2003. Electronic payment to certificated shareholders will be undertaken simultaneously.

 

Shareholders who have dematerialised their share certificates will have their accounts at their Central Securities Depository Participant or Broker credited on Monday, 13 October 2003.

 

In the case of certificated shareholders, notice of any change of address of shareholders must reach the transfer secretaries, Computershare Limited, on or before Friday, 3 October 2003. Share certificates may not be dematerialised or rematerialised between Monday, 6 October 2003 and Friday, 10 October 2003, both days inclusive.

 

On behalf of the board

 

/s/ P du P Kruger

 

/s/ P V Cox

 

 

P du P Kruger

P V Cox

 

Chairman

Deputy chairman and chief executive

 

 

 

 

Sasol Limited

 

 

 

 

 

5 September 2003

 

 

 

15



 

report of the independent auditors

 

To the members of Sasol Limited

 

The summarised consolidated financial statements of Sasol Limited have been derived from the audited consolidated financial statements, prepared in accordance with South African Statements of Generally Accepted Accounting Practice, International Financial Reporting Standards and in the manner required by the Companies Act in South Africa, of the company for the year ended 30 June 2003. We have audited the consolidated financial statements in accordance with statements of South African Auditing Standards. In our report dated 5 September 2003, we expressed an unqualified opinion on the consolidated financial statements from which the summarised consolidated financial statements were derived.

 

audit opinion

 

In our opinion, the accompanying summarised consolidated financial statements are consistent, in all material respects, with the audited consolidated financial statements from which they were derived and are prepared in accordance with the presentation and disclosure requirements of South African Statements of Generally Accepted Accounting Practice, International Financial Reporting Standards and the requirements of the Companies Act in South Africa.

 

For a better understanding of the scope of our audit and the company s consolidated financial position, results of operations and cash flows, the summarised consolidated annual financial statements should be read in conjunction with our audit report included in the consolidated financial statements from which the summarised consolidated financial statements were derived.

 

KPMG Inc

 

Registered Accountants and Auditors

Chartered Accountants (SA)

 

Johannesburg

 

5 September 2003

 

 

 

16



 

The consolidated financial statements of Sasol Limited are presented on a summarised basis.

 

balance sheet

at 30 June

 

 

2002
Restated
US $m

 

2003
US $m

 

 

 

2003
Rm

 

2002
Restated
Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

3 744

 

5 652

 

Property, plant and equipment

 

42 363

 

38 453

 

(50

)

(42

)

Goodwill and negative goodwill

 

(314

)

(518

)

181

 

274

 

Intangible assets

 

2 051

 

1 854

 

48

 

60

 

Retirement benefit assets

 

451

 

497

 

186

 

263

 

Other long-term assets

 

1 971

 

1 915

 

4 109

 

6 207

 

Non-current assets

 

46 522

 

42 201

 

878

 

1 167

 

Inventories

 

8 748

 

9 013

 

1 024

 

1 399

 

Trade and other receivables

 

10 486

 

10 515

 

22

 

2

 

Short-term financial assets

 

12

 

232

 

367

 

514

 

Cash

 

3 851

 

3 769

 

2 291

 

3 082

 

Current assets

 

23 097

 

23 529

 

 

 

 

 

 

 

 

 

 

 

6 400

 

9 289

 

TOTAL ASSETS

 

69 619

 

65 730

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

3 050

 

4 472

 

Total shareholders’ equity

 

33 518

 

31 315

 

26

 

40

 

Minority interest

 

300

 

272

 

528

 

611

 

Long-term debt

 

4 581

 

5 427

 

282

 

332

 

Long-term provisions

 

2 486

 

2 892

 

271

 

345

 

Retirement benefit obligations

 

2 589

 

2 778

 

6

 

13

 

Long-term deferred income

 

96

 

65

 

590

 

816

 

Deferred tax

 

6 113

 

6 062

 

1 677

 

2 117

 

Non-current liabilities

 

15 865

 

17 224

 

338

 

865

 

Short-term debt

 

6 481

 

3 474

 

1 136

 

1 359

 

Other current liabilities

 

10 187

 

11 671

 

173

 

436

 

Bank overdraft

 

3 268

 

1 774

 

1 647

 

2 660

 

Current liabilities

 

19 936

 

16 919

 

 

 

 

 

 

 

 

 

 

 

6 400

 

9 289

 

TOTAL EQUITY AND LIABILITIES

 

69 619

 

65 730

 

 

17



 

income statement

for the year ended 30 June

 

2002
Restated
US $m

 

2003
US $m

 

 

 

2003
Rm

 

2002
Restated
Rm

 

 

 

 

 

 

 

 

 

 

 

5 882

 

7 148

 

Turnover

 

64 555

 

59 590

 

(3 436

)

(4 356

)

Cost of sales and services rendered

 

(39 347

)

(34 812

)

2 446

 

2 792

 

Gross profit

 

25 208

 

24 778

 

122

 

67

 

Non-trading income

 

604

 

1 241

 

(422

)

(551

)

Marketing and distribution expenditure

 

(4 977

)

(4 273

)

(407

)

(488

)

Administrative expenditure

 

(4 407

)

(4 125

)

(335

)

(312

)

Other operating expenditure

 

(2 809

)

(3 394

)

1 404

 

1 508

 

Operating profit before translation (losses)/gains

 

13 619

 

14 227

 

55

 

(189

)

Translation (losses/gains)

 

(1 708

)

556

 

1 459

 

1 319

 

Operating profit

 

11 911

 

14 783

 

23

 

18

 

Dividends and interest received

 

167

 

230

 

3

 

7

 

Income from associates

 

60

 

31

 

(28

)

(25

)

Borrowing costs

 

(225

)

(284

)

1 457

 

1 319

 

Net income before tax

 

11 913

 

14 760

 

(484

)

(444

)

Taxation

 

(4 007

)

(4 905

)

973

 

875

 

Net income after tax

 

7 906

 

9 855

 

(4

)

(10

)

Minority interest

 

(89

)

(38

)

969

 

865

 

Attributable earnings

 

7 817

 

9 817

 

 

 

 

 

Basic earnings per share (cents)

 

 

 

 

 

158

 

142

 

– attributable earnings basis

 

1 283

 

1 603

 

158

 

142

 

– headline earnings basis

 

1 280

 

1 597

 

 

 

 

 

Diluted earnings per share (cents)*

 

 

 

 

 

155

 

140

 

– attributable earnings basis

 

1 262

 

1 571

 

154

 

139

 

– headline earnings basis

 

1 259

 

1 565

 

 

 

 

 

Dividends per share (cents)

 

 

 

 

 

20

 

27

 

– interim

 

215

 

200

 

24

 

31

 

– final**

 

235

 

250

 

44

 

58

 

 

 

450

 

450

 

 


* Taking the Sasol Share Incentive Scheme into account.

** Subject to exchange rate ruling on payment date.

The US dollar convenience translation is calculated on a line-by-line basis in accordance with IFRS.

 

18



 

changes in equity statement

for the year ended 30 June

 

 

 

2003
Rm

 

2002
Restated
Rm

 

 

 

 

 

 

 

Opening balance

 

 

 

22 217

 

Effect of change in accounting policy

 

 

 

920

 

Restated opening balance

 

31 315

 

23 137

 

Shares issued

 

77

 

76

 

Shares purchased

 

(185

)

(1 020

)

Attributable earnings for the year

 

7 817

 

9 817

 

Dividends paid

 

(2 835

)

(2 325

)

(Decrease)/increase in foreign currency translation reserve

 

(2 570

)

1 869

 

Increase in non-trading financial assets reserve

 

 

2

 

Decrease in cash flow hedge accounting reserve

 

(101

)

(241

)

Closing balance

 

33 518

 

31 315

 

Comprising

 

 

 

 

 

Share capital

 

2 783

 

2 706

 

Share buyback programme

 

(3 614

)

(3 429

)

Accumulated earnings

 

35 041

 

30 059

 

Foreign currency translation reserve

 

(352

)

2 218

 

Non-trading financial assets reserve

 

2

 

2

 

Cash flow hedge accounting reserve

 

(342

)

(241

)

Total shareholders’ equity

 

33 518

 

31 315

 

 

19



 

cash flow statement

for the year ended 30 June

 

 

 

2003
Rm

 

2002

 Restated
Rm

 

 

 

 

 

Cash receipts from customers

 

64 696

 

60 049

 

Cash paid to suppliers and employees

 

(48 699

)

(40 592

)

Cash generated by operating activities

 

15 997

 

19 457

 

Investment income

 

178

 

247

 

Borrowing costs paid

 

(1 286

)

(863

)

Dividends paid

 

(2 835

)

(2 325

)

Tax paid

 

(5 527

)

(4 749

)

Cash available from operating activities

 

6 527

 

11 767

 

Additions to property, plant and equipment

 

(10 272

)

(7 945

)

Acquisition of businesses

 

(155

)

(565

)

Sasol Chemie purchase price reduction

 

 

341

 

Cash acquired on acquisition of businesses

 

119

 

35

 

Other net expenditure in investing activities

 

(413

)

(295

)

Cash utilised in investing activities

 

(10721

)

(8 429

)

Share capital issued

 

77

 

76

 

Share buyback programme

 

(185

)

(1 020

)

Dividends paid to minority shareholders

 

(65

)

(76

)

Increase/(decrease) in long-term debt

 

122

 

(2 457

)

Increase/(decrease) in short-term debt

 

3 088

 

(962

)

Cash effect of financing activities

 

3 037

 

(4 439

)

Decrease in cash and cash equivalents

 

(1 157

)

(1 101

)

Cash and cash equivalents

 

 

 

 

 

– opening balance

 

1 995

 

2 370

 

– arising on translation

 

(255

)

726

 

Cash and cash equivalents at end of year

 

583

 

1 995

 

Comprising

 

 

 

 

 

– cash

 

3 851

 

3 769

 

– bank overdraft

 

(3 268

)

(1 774

)

 

 

583

 

1 995

 

 

20



 

value added statement

for the year ended 30 June

 

 

 

2003
Rm

 

2002

 Restated
Rm

 

 

 

 

 

Turnover

 

64 555

 

59 590

 

Purchased materials and services

 

(39 066

)

(32 820

)

Value added

 

25 489

 

26 770

 

Investment income

 

227

 

261

 

Wealth created

 

25 716

 

27 031

 

Employees

 

9 055

 

7 921

 

Providers of equity capital

 

2 924

 

2 363

 

Providers of loan capital

 

225

 

284

 

Government

 

3 651

 

4 669

 

Reinvested in the group

 

9 861

 

11 794

 

Wealth distribution

 

25 716

 

27 031

 

 

21



 

salient features

 

 

 

 

 

2003

 

2002

 Restated

 

 

 

 

 

 

 

Selected ratios

 

 

 

 

 

 

 

Return on equity

 

%

 

24,1

 

36,1

 

Return on total assets

 

%

 

17,9

 

25,7

 

Operating margin

 

%

 

18,5

 

24,8

 

Borrowing cost cover

 

times

 

9,4

 

17,4

 

Dividend cover

 

times

 

2,9

 

3,5

 

Share statistics

 

 

 

 

 

 

 

Total shares in issue

 

million

 

668,8

 

666,9

 

Treasury shares (share buyback programme)

 

million

 

59,7

 

57,9

 

Weighted average number of shares

 

million

 

609,3

 

612,5

 

Fully diluted number of shares

 

million

 

619,6

 

625,0

 

Share price (closing)

 

cents

 

8 355

 

11 000

 

Market capitalisation

 

Rm

 

55 878

 

73 359

 

Net asset value per share

 

cents

 

5 503

 

5 142

 

Other financial information

 

 

 

 

 

 

 

Total debt (including bank overdraft)

 

 

 

 

 

 

 

– interest bearing

 

Rm

 

14 289

 

10 579

 

– non-interest bearing

 

Rm

 

41

 

96

 

Capital commitments

 

 

 

 

 

 

 

– authorised and contracted

 

Rm

 

9 562

 

7 430

 

– authorised, not yet contracted

 

Rm

 

8 510

 

16 632

 

Guarantees and contingent liabilities

 

Rm

 

18 358

 

10 114

 

Significant items in operating profit

 

 

 

 

 

 

 

– employee costs

 

Rm

 

9 055

 

7 921

 

– depreciation of property, plant and equipment

 

Rm

 

4 468

 

4 221

 

– operating lease charges

 

Rm

 

378

 

369

 

Directors’ remuneration

 

Rm

 

29

 

23

 

Share options granted to directors – cumulative

 

‘000

 

1 450

 

1 508

 

Effective tax rate

 

%

 

33,6

 

33,2

 

Number of employees

 

number

 

31 150

 

31 100

 

Average crude oil price – Dated Brent

 

US$/bbl

 

27,83

 

23,24

 

Reconciliation of headline earnings

 

 

 

Rm

 

Rm

 

Attributable earnings

 

 

 

7 817

 

9 817

 

Impairment of assets

 

 

 

83

 

145

 

Loss on disposal of assets

 

 

 

90

 

46

 

Scrapping of property, plant and equipment

 

 

 

69

 

52

 

Amortisation of goodwill

 

 

 

42

 

33

 

Amortisation of negative goodwill

 

 

 

(301

)

(282

)

Tax effect of reconciling items

 

 

 

(2

)

(30

)

Headline earnings

 

 

 

7 798

 

9 781

 

 

The reader is referred to the definitions contained in the 2002 annual report.

 

22



 

notes to the financial statements

 

basis of preparation and accounting policies

 

The summarised consolidated financial statements have been prepared in compliance with the Listings Requirements of the JSE Securities Exchange South Africa, in accordance with International Financial Reporting Standards (IFRS) and the requirements of the South African Companies Act,1973, as amended.

 

The accounting policies applied in the presentation of the group's summarised consolidated financial statements for the year ended 30 June 2003 are consistent with those applied in the previous year except for the change in accounting policy to capitalise borrowing costs.

 

These summarised consolidated financial statements have been prepared in accordance with the historic cost convention except for certain financial instruments which are stated at fair value.

 

The principal reporting currency of the Sasol group is rand. This currency reflects the economic substance of the underlying events and circumstances of the group. US$ figures are presented for the balance sheet and income statement for convenience purposes only. Other US$ figures are not presented as they are not considered to be meaningful.

 

The summarised consolidated financial statements as published on 8 September 2003 have been amended by reclassifying R654 million out of current liabilities to current assets, thus reducing current liabilities and current assets by the same amount. This amendment had no material effect on the financial position, performance or cash flows.

 

change in accounting policy

 

During the year, the group changed its accounting policy to the allowed alternative treatment of the IFRS standard on Borrowing Costs — IAS23. This treatment requires the capitalisation of borrowing costs to certain qualifying assets during construction. The group's external debt has increased materially over the past three financial years and is used primarily to finance the grou' s capital expansion programme. It was thus considered appropriate to capitalise borrowing costs to certain qualifying assets rather than to expense it as incurred. Comparative figures have been restated as if they had always been prepared in accordance with this policy.

 

The effect of the change in accounting policy is as follows:

 

 

 

2003

 Rm

 

2002

 Rm

 

 

 

 

 

Increase in depreciation expense

 

(142

)

(112

)

Reduction in borrowing costs

 

1 061

 

579

 

Tax effect

 

(276

)

(136

)

Minority interest

 

 

(10

)

Net increase in attributable earnings

 

643

 

321

 

Increase in opening accumulated earnings

 

1 241

 

920

 

 

related party transactions

 

During the year, the group, in the ordinary course of business, entered into various sale and purchase transactions with related parties. The group enters into these transactions on an arm's length basis at market rates.

 

23



 

post-balance sheet events

 

Sasol successfully issued a R 2 000 million corporate bond on 1 September 2003. The maturity date of the bond is 1 September 2007. Interest is charged at 10,5% per annum payable 1 March and 1 September each year.

 

On 11 July 2003 Sasol Italy S.p.A. acquired the remaining 48,05% shares in G.D. Portbury Limited (Dubai) trading as Sasol Gulf for a cash consideration of US$ 2,65 million (R20 million).

 

Anglo Operations Limited and Sasol Mining (Pty) Limited entered into an agreement to develop the Kriel South coal reserves in Mpumalanga province, South Africa. Anglo Operations Limited will invest R769 million (US$ 96 million) and Sasol R320 million (US$ 40 million) in the project.

 

The Petroleum Products Amendment Bill aims to create a legislative framework for the governance of the fuel industry. In issuing wholesale licenses, wholesalers will be required to procure products made from coal, natural gas or vegetable matter before buying or selling products made from other raw materials.

 

The South African government has amended the Petroleum Pipelines Bill such as to guarantee Natref's supply of crude oil at its current capacity. This bill is of an enabling nature and provides for a pipeline authority that will be empowered to set tariffs for petroleum pipelines. The Bill does not specifically provide for a continued differentiation between the pipeline tariff for the transport of crude oil and that of refined products. A reduction in this differential would have an adverse effect on the refining margins of the Natref refinery. Until such time as a decision on tariffs has been taken, the impact on Sasol's share in Natref cannot be ascertained.

 

principal foreign currency conversion rates

 

One unit of foreign currency equals

 

2003

 

2002

 

Rand/US$(closing)

 

7,50

 

10,27

 

Rand/US$(average)

 

9,03

 

10,13

 

Rand/euro (closing)

 

8,63

 

10,19

 

Rand/euro (average)

 

9,41

 

9,08

 

 

Annual report: the annual report will be posted to shareholders and will be available on Sasol's website on or about 20 October 2003.

 

In this report we make certain statements that are not historical facts and relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable, relating, amongst other things, to volume growth, increases in market share, total shareholder return and cost reductions. These are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as believe , anticipate , expect , intend , seek , will , plan , could , may , endeavor and project and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements.

 

Forward-looking statements involve inherent risks and uncertainties and, if one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may be very different from those anticipated. The factors that could cause our actual results to differ materially from such forward-looking statements are discussed more fully in our registration statement under the Securities Exchange Act of 1934 on Form 20-F filed on March 6, 2003 and in other filings with the United States Securities and Exchange Commission.

 

24



 

registered office

sasol limited, 1 sturdee avenue, rosebank, johannesburg 2196

po box 5486, johannesburg 2000

 

transfer secretaries

computershare limited, 70 marshall street, johannesburg 2001

po box 1053, johannesburg 2000, south africa

tel:+27 11 370-5000 fax:+27 11 370 5271/2

 

directors

 

non-executive

P du P Kruger (chairman), E le R Bradley, W A M Clewlow, B P Connellan,

M S V Gantsho, A Jain (Indian), S Montsi, S B Pfeiffer (USA), J E Schrempp (German),

C B Strauss

 

executive

P V Cox (deputy chairman and chief executive), L P A Davies, J H Fourie, T S Munday

 

company secretary N L Joubert

 

company registration number 1979/003231/06

incorporated in the republic of south africa

 

isin code ZAE000006896

 

share code SOL

 

american depositary receipt (ADR) program cusip number 543210

ADR to ordinary share 1:1

 

depository The Bank of New York, 22nd floor, 101 Barclay Street, New York,

N.Y. 10286, USA

 

information agent Taylor Rafferty.

 

 

www.sasol.com

email:investor.relations@sasol.com

 

25