UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K for 2 September 2008
Commission File Number 1-31615
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 __X__ Form 40-F _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-
T Rule 101(b)(1): ____
T Rule 101(b)(1): ____
Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted
solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-
T Rule 101(b)(7): ____
T Rule 101(b)(7): ____
Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer must furnish and make public
under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
(the registrant’s “home country”), or under the rules of the home country exchange on which the
registrant’s securities are traded, as long as the report or other document is not a press release, is not
registrant’s securities are traded, as long as the report or other document is not a press release, is not
required to be and has not been distributed to the registrant’s security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also
thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities
thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes _____ No __X__
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b):
12g3-2(b):
82-_______________.
Enclosures:
Results of the invitations to members of the black public to subscribe for Sasol
BEE ordinary shares in Sasol (“Sasol BEE Ordinary Shares”) and ordinary shares
in Sasol Inzalo (“Sasol Inzalo Ordinary Shares”)
Sasol Limited
(Incorporated in the Republic of South Africa)
(Incorporated in the Republic of South Africa)
(Registration no.: 1979/003231/06)
Share code JSE: SOL
NYSE: SSL
ISIN: ZAE000006896
US8038663006
(“Sasol”)
Sasol Inzalo Public Limited
Incorporated in the Republic of South Africa
Incorporated in the Republic of South Africa
(Registration no.: 2007/030646/06)
(“Sasol Inzalo”)
RESULTS OF THE INVITATIONS TO MEMBERS OF THE BLACK PUBLIC TO
SUBSCRIBE FOR SASOL BEE ORDINARY SHARES IN SASOL (“SASOL BEE
SUBSCRIBE FOR SASOL BEE ORDINARY SHARES IN SASOL (“SASOL BEE
ORDINARY SHARES”) AND ORDINARY SHARES IN SASOL INZALO (“SASOL
INZALO ORDINARY SHARES”)
INZALO ORDINARY SHARES”)
1. Introduction
Sasol invited members of the black public to apply for up to 2
838 564 Sasol BEE ordinary shares (“Cash Invitation”) in terms of
the prospectus dated 15 May 2008 issued by Sasol (“Cash
Invitation Prospectus”). Simultaneously, Sasol Inzalo, which at
838 564 Sasol BEE ordinary shares (“Cash Invitation”) in terms of
the prospectus dated 15 May 2008 issued by Sasol (“Cash
Invitation Prospectus”). Simultaneously, Sasol Inzalo, which at
the time was a wholly owned subsidiary of Sasol, invited members
of the black public to apply for up to 16 085 200 Sasol Inzalo
ordinary shares (“Funded Invitation”) in terms of the prospectus
ordinary shares (“Funded Invitation”) in terms of the prospectus
dated 15 May 2008 issued by Sasol Inzalo (“Funded Invitation
Prospectus”). The Cash Invitation Prospectus and the Funded
Prospectus”). The Cash Invitation Prospectus and the Funded
Invitation Prospectus are herein collectively referred to as “the
Prospectuses”.
Prospectuses”.
•
Sasol and Sasol Inzalo are pleased to announce that:
•
the Cash Invitation and the Funded Invitation (collectively,
“the Invitations”), which were both a resounding success, were
13% and more than 300% oversubscribed, respectively;
“the Invitations”), which were both a resounding success, were
13% and more than 300% oversubscribed, respectively;
•
approximately 300 000 applications were received in respect of
both Invitations;
both Invitations;
•
applications from women and women’s groups comprised 47% of
the applications received;
the applications received;
•
to the extent that applications were not accepted, refunds
together with interest on such refunds, as described in more
together with interest on such refunds, as described in more
detail in paragraph 5 below, will be paid on 2 September 2008;
•
Sasol BEE ordinary shares and Sasol Inzalo ordinary shares
will be allotted and issued by Sasol and Sasol Inzalo,
respectively, to successful applicants on 8 September 2008, to
will be allotted and issued by Sasol and Sasol Inzalo,
respectively, to successful applicants on 8 September 2008, to
the extent that their applications were accepted; and
•
information will be posted to all applicants on 2 September
2008 to inform them, inter alia, of the status of their
2008 to inform them, inter alia, of the status of their
applications, including, where applicable, the extent to which
their applications were accepted and the number of shares that
will be allotted and issued to them on 8 September 2008.
their applications were accepted and the number of shares that
will be allotted and issued to them on 8 September 2008.
2. Results of the Invitations
A total of 2 838 564 Sasol BEE ordinary shares and 16 085 200
Sasol Inzalo ordinary shares were available for allocation to
members of the black public. The results of the Invitations are
members of the black public. The results of the Invitations are
summarised in the table below.
Cash
Invitation
Funded
Invitation
Total
Number of applications received
76 715
222 659
299 374
Capital raised (R million)
1 270
2 116
3 386
Number of shares to be allotted
and issued on 8 September 2008
2 838 564
16 085 200
18 923 764
Number of shares to be allotted
and issued as a percentage of
Sasol’s issued capital
Sasol’s issued capital
0,4%(1)
2,6%(1,2)
3,0%(1)
(1)
Based on Sasol ’s issued share capital on 18 March 2008,
before the implementation of Sasol Inzalo
(2)
Based on the fact that in ten years’ time the holders of the
Sasol Inzalo ordinary shares could potentially hold up to
one Sasol ordinary share for each Sasol Inzalo ordinary
share issued, subject to the settlement of the outstanding
share issued, subject to the settlement of the outstanding
amount of preference share and any other funding at that
time
time
All applications were considered by Sasol and Sasol Inzalo,
respectively, except for those referred to in paragraph 4.
Unless the applications were disqualified for the reasons
described in the Prospectuses, the applications were accepted,
Unless the applications were disqualified for the reasons
described in the Prospectuses, the applications were accepted,
with effect from 2 September 2008, in full or in part, based on
the principles described in paragraph 3 below. In this regard,
the principles described in paragraph 3 below. In this regard,
information, will be posted to all applicants on 2 September 2008
to inform them, inter alia, of the status of their applications,
to inform them, inter alia, of the status of their applications,
including, where applicable, the extent to which their
applications were accepted and the number of shares that will be
allotted and issued to them on 8 September 2008.
applications were accepted and the number of shares that will be
allotted and issued to them on 8 September 2008.
3. Principles for the acceptance of applications for shares
To achieve a broad based shareholding of Sasol BEE ordinary
shares and Sasol Inzalo ordinary shares, applications were
accepted using a “bottom up” approach so as to prioritise the
accepted using a “bottom up” approach so as to prioritise the
acceptance, in whole or in part, of applications for small
numbers of shares over those for larger numbers of shares.
numbers of shares over those for larger numbers of shares.
Applications for Sasol Inzalo ordinary shares and Sasol BEE
ordinary shares, were accepted by Sasol Inzalo (as directed by
Sasol in its sole discretion) and Sasol respectively, also having
regard to factors such as the number of applications received and
ordinary shares, were accepted by Sasol Inzalo (as directed by
Sasol in its sole discretion) and Sasol respectively, also having
regard to factors such as the number of applications received and
in the case of:
•
a black person, whether such person is a black woman, disabled
or unemployed;
or unemployed;
•
a black company, the per centage black women, disabled and
unemployed participation and black ownership and control;
unemployed participation and black ownership and control;
•
a black entity, the percentage black ownership, beneficiaries,
members or participants and black representatives and black
women participation.
members or participants and black representatives and black
women participation.
In addition, Sasol took account of the spread between black
people and black groups when considering the acceptance of the
allocations.
allocations.
3.1 Basis of allocation in the Funded Invitation
Applicants in the Funded Invitation could apply for a minimum of
25 Sasol Inzalo ordinary shares for a subscription amount of
25 Sasol Inzalo ordinary shares for a subscription amount of
R457,50. Applications for subscription amounts between R457,50
(25 Sasol Inzalo ordinary shares) and R915,00 (50 Sasol Inzalo
ordinary shares), inclusive, were accepted in full, unless the
applicant concerned was otherwise disqualified. Applications for
(25 Sasol Inzalo ordinary shares) and R915,00 (50 Sasol Inzalo
ordinary shares), inclusive, were accepted in full, unless the
applicant concerned was otherwise disqualified. Applications for
subscription amounts in excess of R915,00 have been accepted as
to 50 shares each and a percentage of the balance of the shares
applied for, unless the applicant concerned was otherwise
applied for, unless the applicant concerned was otherwise
disqualified. On average the percentage by which the
applications in excess of R915,00 have been accepted amounts to
applications in excess of R915,00 have been accepted amounts to
11,3% of the balance of shares applied for. However, this
percentage will differ from applicant to applicant based on the
percentage will differ from applicant to applicant based on the
other factors that have been considered as described above.
In the Funded Invitation applications were accepted from women
and women’s groups which will result in the allotment and issue
of 49% of the total number of Sasol Inzalo ordinary shares to
of 49% of the total number of Sasol Inzalo ordinary shares to
them.
3.2 Basis of allocation in the Cash Invitation
3.2 Basis of allocation in the Cash Invitation
Applicants in the Cash Invitation could apply for a minimum of 10
Sasol BEE ordinary shares for a subscription amount of R3 660,00.
Applications for subscription amounts between R3 660,00 (10 Sasol
Applications for subscription amounts between R3 660,00 (10 Sasol
BEE ordinary shares) and R18 300,00 (50 Sasol BEE Ordinary
Shares), inclusive, were accepted in full, unless the applicant
Shares), inclusive, were accepted in full, unless the applicant
concerned was otherwise disqualified. Applications for
subscription amounts in excess of R18 300,00 have been accepted
as to 50 shares each and a percentage of the balance of the
subscription amounts in excess of R18 300,00 have been accepted
as to 50 shares each and a percentage of the balance of the
shares applied for, unless the applicant concerned was otherwise
disqualified.
disqualified.
On average the percentage by which the applications in excess of
R18 300,00 have been accepted amounts to 76,7% of the balance of
the shares applied for. However, this percentage will differ
from applicant to applicant based on the other factors that have
R18 300,00 have been accepted amounts to 76,7% of the balance of
the shares applied for. However, this percentage will differ
from applicant to applicant based on the other factors that have
been considered as described above. The average percentage for
the Cash Invitation is much higher than that for the Funded
the Cash Invitation is much higher than that for the Funded
Invitation because the Cash Invitation was only 13%
oversubscribed compared to the more than 300% oversubscription of
the Funded Invitation.
the Funded Invitation.
In the Cash Invitation applications were accepted from women and
women’s groups which will result in the allotment and issue of
40% of the total number of Sasol BEE ordinary shares to them.
40% of the total number of Sasol BEE ordinary shares to them.
4. Applications that have not yet been verified
A number of original application forms and supporting documents
submitted by some applicants to the South African Post Office
(“Post Office”) have not yet reached the Post Office’s central
consolidation point, where verification is undertaken. The Post
submitted by some applicants to the South African Post Office
(“Post Office”) have not yet reached the Post Office’s central
consolidation point, where verification is undertaken. The Post
Office has electronically captured the information contained in
the application forms and has paid all funds received in respect
of these applications to Computershare Investor Services
of these applications to Computershare Investor Services
(Proprietary) Limited (Sasol and Sasol Inzalo’s share
administrators) who are holding these funds for and on behalf of
administrators) who are holding these funds for and on behalf of
the affected applicants. However, Sasol cannot consider these
applications until it is in possession of the original signed
applications until it is in possession of the original signed
application forms and supporting documents.
In order to expedite this process, the Post Office has been
contacting the affected applicants urging them to return to the
Post Office to complete duplicate application forms and to
Post Office to complete duplicate application forms and to
resubmit their supporting documents. A letter has been posted to
affected applicants explaining the situation and providing them
with a summary of the information that was captured by the Post
Office.
affected applicants explaining the situation and providing them
with a summary of the information that was captured by the Post
Office.
These applicants are assured that Sasol and Sasol Inzalo will
allot and issue sufficient shares (in respect of both
allot and issue sufficient shares (in respect of both
Invitations) to the Sasol Inzalo Public Facilitation Trust (the
“Trust”) on 8 September 2008 on the basis that the Trust will be
“Trust”) on 8 September 2008 on the basis that the Trust will be
directed by Sasol to satisfy, in whole or in part, the
applications of affected applicants, which are accepted by Sasol
applications of affected applicants, which are accepted by Sasol
or which Sasol directs Sasol Inzalo to accept, in accordance with
the principles described in paragraph 3 above. In the event of
refunds being due to these applicants, the refund amounts
refunds being due to these applicants, the refund amounts
together with interest calculated up to the day before the date
of such refund will be paid to affected applicants as set out in
of such refund will be paid to affected applicants as set out in
paragraph 5.
The verification of applications that have not yet reached the
The verification of applications that have not yet reached the
Post Office’s central consolidation point is of the utmost
importance to Sasol and Sasol Inzalo.
importance to Sasol and Sasol Inzalo.
Sasol and Sasol Inzalo are working with the Post Office to
resolve this matter as quickly as possible, to the reasonable
satisfaction of all.
resolve this matter as quickly as possible, to the reasonable
satisfaction of all.
5. Refunds
Refunds will be made in the following instances:
•
if applications were not accepted in full, due to the
oversubscription;
oversubscription;
•
if applicants withdrew their applications after the expiry of
the 45 day period during which the applications were
the 45 day period during which the applications were
irrevocable; and
•
if applicants were disqualified for any of the reasons
described in the Prospectuses.
described in the Prospectuses.
Refunds for the appropriate amount of money commenced on 1
September 2008 by electronic funds transfer into each affected
applicant’s specified transactional bank account and will
continue on 2 September 2008, except for those applications that
continue on 2 September 2008, except for those applications that
have not reached the central consolidation point of the Post
Office as described in paragraph 4 above. Applicants bear the
Office as described in paragraph 4 above. Applicants bear the
risk in respect of electronic funds transfers.
Interest, at a rate of 5% per annum for the first R1 million and
7% per annum for amounts in excess of R1 million, has been paid
Interest, at a rate of 5% per annum for the first R1 million and
7% per annum for amounts in excess of R1 million, has been paid
to affected applicants from the closing date of 9 July 2008 until
1 September 2008.
As detailed in the Prospectuses, refunds of less than R15,00 will
not be made. Instead these amounts have been aggregated
not be made. Instead these amounts have been aggregated
(amounting to R43 664) and will be donated to the following
charitable organizations:
charitable organizations:
•
The Red Cross Children’s Hospital;
•
World Vision South Africa;
•
The AIDS Foundation of South Africa;
•
Childline; and
•
The Hospice Palliative Care Association.
6. Participation by Sasol and Sasol Inzalo directors and their
associates
associates
At the general meeting of Sasol shareholders held on 16 May 2008,
shareholders inter alia approved the participation by named black
Sasol directors in the Cash Invitation and the Funded Invitation.
shareholders inter alia approved the participation by named black
Sasol directors in the Cash Invitation and the Funded Invitation.
The approved maximum participation by black Sasol directors was
stipulated in the Prospectuses. It was also indicated in the
stipulated in the Prospectuses. It was also indicated in the
Prospectuses that the applications of such directors might be
reduced in the event of an oversubscription.
reduced in the event of an oversubscription.
Ms Mkhize applied in the Funded Invitation and Cash Invitation,
but subsequently withdrew the Cash Invitation application made in
her own name.
An associate (as defined in the Listings Requirements of the JSE
Limited) of Ms Mkhize applied for 430 Sasol BEE ordinary shares
in the Cash Invitation and that application was accepted in
respect of 313 shares based on the principles described in
Limited) of Ms Mkhize applied for 430 Sasol BEE ordinary shares
in the Cash Invitation and that application was accepted in
respect of 313 shares based on the principles described in
paragraph 3.2 above.
Dr Gantsho did not submit an application to participate in the
Cash Invitation. An associate of Mr Montsi (Mr Montsi resigned as
a director of Sasol with effect from 1 August 2008) applied for
a director of Sasol with effect from 1 August 2008) applied for
10 000 Sasol BEE ordinary shares and that application was
accepted in respect of 9 655 shares based on the principles
accepted in respect of 9 655 shares based on the principles
described in paragraph 3.2 above.
Ms Fakude and Dr Mokaba submitted applications to participate in
both the Cash Invitation and the Funded Invitation, but applied
to withdraw their applications. Dr Gantsho submitted an
to withdraw their applications. Dr Gantsho submitted an
application to participate in the Funded Invitation and
subsequently applied to withdraw the application.
The above revocation applications were accepted by Sasol after
subsequently applied to withdraw the application.
The above revocation applications were accepted by Sasol after
the 45 day period during which applications were irrevocable.
Other applications for revocation of applications were treated in
the same way.
the same way.
Due to the oversubscription in the Funded Invitation, the
applications of directors and their associates were not accepted
in full. The acceptances of these applications were determined
in full. The acceptances of these applications were determined
in accordance with the principles described in paragraph 3.1
above.
above.
The table below sets out the maximum number of Sasol Inzalo
ordinary shares which shareholders approved for allocation to
ordinary shares which shareholders approved for allocation to
directors, the actual number applied for by directors and/ or
their associates and the extent to which their applications were
accepted in the Funded Invitation:
their associates and the extent to which their applications were
accepted in the Funded Invitation:
Director or associate
of director
Indication in
Funded
Invitation
Prospectus
regarding the
number of Sasol
Inzalo ordinary
Inzalo ordinary
shares that
would be applied
for by director
Number of
Sasol Inzalo
ordinary
shares
applied for
Number of
Sasol Inzalo
ordinary
shares in
respect of
which the
applications
were accepted
Associate of
Thembalihle Hixonia
Nyasulu
Nyasulu
112 000
13 711
1 450
Kandimathie Christine
Ramon
Ramon
(1)
Associate
273 200
230 050
70 050
31 004
9 470
Associate of Imogen
Nonhlanhla Mkhize
130 000
138 097
18 626
Associate of Sam
Montsi
Montsi
(2)
120 000
130 000
17 538
(1) Also a director of Sasol Inzalo
(2) Resigned as a Sasol director with effect from 1 August 2008
(2) Resigned as a Sasol director with effect from 1 August 2008
7. Welcome pack
The original share certificates issued in respect of the relevant
shares to be allotted and issued to the successful applicants on
8 September 2008 pursuant to the Invitations, will be retained by
the custodian appointed by Sasol, in respect of the Cash
shares to be allotted and issued to the successful applicants on
8 September 2008 pursuant to the Invitations, will be retained by
the custodian appointed by Sasol, in respect of the Cash
Invitation, and Sasol Inzalo, in respect of the Funded
Invitation, to ensure compliance with the restrictions on
Invitation, to ensure compliance with the restrictions on
disposal and encumbrances, if applicable, of Sasol BEE ordinary
shares and Sasol Inzalo ordinary shares.
A welcome pack containing, inter alia, a welcome letter from the
Chief Executive Officer of Sasol, proof of participation
Chief Executive Officer of Sasol, proof of participation
certificate and important shareholder information will be posted
to all successful applicants. Letters have also been sent to
to all successful applicants. Letters have also been sent to
unsuccessful applicants, those applicants who withdrew after the
45 day period during which the applications were irrevocable and
45 day period during which the applications were irrevocable and
those applicants whose signed application forms have not yet
reached the Post Office’s central consolidation point.
8. Underlying value of Sasol BEE ordinary shares and Sasol Inzalo
ordinary shares
8. Underlying value of Sasol BEE ordinary shares and Sasol Inzalo
ordinary shares
The intrinsic value of each Sasol BEE ordinary share and Sasol
Inzalo ordinary share, calculated in accordance with the
respective formulae set out in the Prospectuses, is available at
www.sasol.com and will be updated on a monthly basis.
www.sasol.com and will be updated on a monthly basis.
All applicants can call 0800 000 222 with any queries.
Rosebank
2 September 2008
Merchant bank and transaction sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal adviser
Edward Nathan Sonnenbergs Inc.
Legal adviser
Edward Nathan Sonnenbergs Inc.
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Deutsche Securities (SA) (Proprietary) Limited
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: 2 September 2008
By:
/s/ N L Joubert
Name:
Nereus Louis Joubert
Title:
Company Secretary