Sasol Inzalo Public Pre-Listing Statement
Sasol Inzalo Public Limited (RF)(Incorporated in the Republic of South Africa)
Registration number: 2007/030646/06JSE share code: SIPBEE ISIN: ZAE000210050
(Sasol Inzalo or the Company)
This Pre-listing Statement is issued in terms of the Listings Requirements
The definitions and interpretations commencing on page 6 of this Pre-listing Statement apply throughout this Document. ThisPre-listing Statement is not an invitation to the public to subscribe for, or an offer to the public to purchase,Sasol Inzalo Ordinary Shares, but is issued in compliance with the Listings Requirements for the purpose ofgiving information to the public with regard to Sasol Inzalo.This Pre-listing Statement has been prepared on the assumption that all the resolutions necessary to give effect to the Listing and included in the notice of annual general meeting to the shareholders of Sasol Inzalo dated 16 September 2015 will be passed at the annual general meeting of shareholders of Sasol Inzalo to be held on Saturday, 21November 2015. Copies of the notice of annual general meeting may be obtained from Sasol Inzalos website: www.sasolinzalo.com. The JSE has granted a Listing by way of an introduction of all of 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, JSEshare code SIPBEE, with effect from the commencement of tradingon 1December2015.
Prior to the Listing, the authorised shares inSasol Inzalo will comprise 19 000 000Sasol Inzalo Ordinary Shares with aparvalue of R0,01 each and 1 Sasol Inzalo PreferenceShare with a par value of R0,01.The issued shares in Sasol Inzalo will comprise 16085199Sasol Inzalo Ordinary Shares with a par value of R0,01 each and 1 Sasol Inzalo Preference Share with a par value of R0,01. Allof the issued Sasol Inzalo Ordinary Sharesreferred to in this Pre-listing Statement rank pari passu.
Sasol Inzalo Ordinary Shares will only be traded on the JSE in dematerialised form and accordingly all holders of Sasol Inzalo Ordinary Shares who have elected to retain theirSasol Inzalo Ordinary Sharesin certificated form will have to dematerialise their certificated Sasol Inzalo Ordinary Shares should they wish to trade on the JSE.
The Sasol Inzalo directors, whose names are provided in Annexure 8of this Pre-listing Statement, collectively and individually accept full responsibility for the accuracy of the information given in this Pre-listing Statementand the annual financial report or any supplements thereto from time to time, except as otherwise stated herein,and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing Statement contains all information required by law and the Listings Requirements. Sasol Inzalo undertakesto comply fully with the Listings Requirements.
The sponsor, reporting accountants and auditors, legal advisors, custodian and transfer secretaries of Sasol Inzalo, whose names are includedin this Pre-listing Statement, have consented in writing to have their namesand their respective capacities included in this Pre-listing Statement and have not withdrawn their consents prior to the publication of this Pre-listing Statement. Theindependent reporting accountants haveconsented to the inclusion of their report in the form and context in which it appears and have not withdrawn such consent prior tothe publication of the Pre-listing Statement.
An abridged version of this Pre-listing Statement will be released on SENS on 23 October 2015 and published in the press on 26October 2015.
Sasol Inzalo Public Pre-Listing Statement
The JSEs approval of the Listingof the Sasol Inzalo Ordinary Shares should not be taken in any way as an indication of the merits of Sasol Inzalo or Sasol Inzalo Ordinary Shares. The JSE takes no responsibility for the contentsof this Pre-listing Statement, the annual report (as amended or restated from time to time) nor theamendments to the annual report, makes no representation as to the accuracy or completenessof any of the foregoing documents and expressly disclaims any liability for any loss arisingfrom, or suffered as a consequence of, reliance upon the whole or any part of the Pre-listing Statement or the annual report(as amended or restated from time to time). The JSE has not verified the accuracy and truth ofthe contents of the Pre-listing Statementandto the extent permitted by law, the JSE will notbe liable for any claim whatsoever. Claims against the JSEGuarantee Fund may only be madein respect of trading the Sasol Inzalo Ordinary Shares on the JSE and in accordance with the terms of therules of the JSE Guarantee Fund, and can in no way relate to a default by Sasol Inzalo of its obligations in terms of the issue of the Sasol Inzalo Ordinary Shares.
Prospective purchasers of any Sasol Inzalo Ordinary Shares should seek their own independent tax advice and ensure that they fully understand the nature of the Sasol Inzalo Ordinary Sharesand the extent of their exposure to risks, and that they consider the suitability of the Sasol Inzalo Ordinary Sharesas an investment in the 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 theinitial investment. Potential investors in Sasol Inzalo Ordinary Shares should be prepared to sustain a total loss of their investment in Sasol Inzalo. Sasol Inzalo Ordinary Sharesrepresent general, unsecured, unsubordinated, contractual obligations of Sasol Inzalo and rank paripassu in all respects with each other. Purchasers are reminded that the Sasol Inzalo Ordinary Shares constitute obligations of Sasol Inzalo only and of no other person. Therefore, potential purchasers should understand that they are relying on the credit worthiness of Sasol Inzalo.
Sponsor Legal advisorIndependent reporting accountants
(prior to 22 November 2013)
Deutsche Securities (SA) Proprietary Limited(A non-bank member of the Deutsche Bank Group)
Independent reporting accountants (from 22 November 2013)
Transfersecretaries, Custodian and Registered Holder
Date of issue: 23 October 2015This Pre-listing Statement is available in English only. Copies may be obtained from the sponsor and transfer secretaries, whose details are set out in the Corporate Information and Advisors section of this Pre-listing Statement. Copies of the Pre-listing Statement may also be obtained from Sasol Inzalos website: www.sasolinzalo.com.
Sasol Inzalo Public Pre-Listing Statement 1
Corporate information and advisors
IssuerSasol Inzalo Public Limited (RF)(Registration number2007/030646/06)1 Sturdee AvenueRosebank, 2196JohannesburgSouth Africa(PO Box 5486, Johannesburg, 2000)Incorporated in Pretoria, South Africa on 24 October 2007
SponsorDeutsche Securities (SA) Proprietary Limited (A non-banking member of Deutsche Bank Group)(Registration number1995/011798/07)3 Exchange Square87 Maude StreetSandton, 2196(Private Bag X9933, Sandton, 2146)
Company Secretary, Administrator and registered office Legal advisorSasol South Africa Proprietary Limited Edward Nathan Sonnenbergs Inc(Registration number1968/013914/07) 150 West Street1 Sturdee Avenue Sandton, 2196Rosebank, 2196 South AfricaJohannesburg (PO Box 783347, Sandton, 2146)South Africa (PO Box 5486, Johannesburg, 2000)
Independent Reporting Accountants Custodian(from 22 November 2013) Computershare LimitedPricewaterhouseCoopers Inc (Registration number 2000/006082/06))2 Eglin Road 70 Marshall StreetSunninghill, 2157 Johannesburg, 2001(Private Bag X36, Sunninghill, 2157) South Africa (PO Box 61051, Marshalltown, 2107)
Independent Reporting Accountants Transfer secretaries (prior to 22 November 2013) Computershare Investor Services Proprietary LimitedKPMG Inc (Registration number 2004/003647/07)KPMG Crescent 70 Marshall Street85 Empire Road Johannesburg, 2001Parktown, 2193 South Africa(Private Bag 9, Parkview, 2122) (PO Box 61051, Marshalltown, 2107)
Registered holderComputershare Nominee Company Proprietary Limited(Registration number 1999/008543/07)70 Marshall StreetJohannesburg, 2001South Africa(PO Box 61051, Marshalltown, 2107)
Sasol Inzalo Public Pre-Listing Statement2
Forward looking statements
Sasol may, in this Document, make certain statements that are not historical facts and relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to Sasols future prospects, developments and business strategies. Examples of such forward-looking statements include, but are not limited to, statements regarding exchange rate fluctuations, volume growth, increases in market share, total shareholder return and cost reductions. Words such as believe, anticipate, expect, intend, seek, will, plan, could, may, endeavour 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 the predictions, forecasts, projections and other forward-looking statements will not be achieved. If one or more of these risks materialise, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated. You should understand that a number of