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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 9 of this Circular apply throughout this Circular, including this cover page. Action required by Sasol Shareholders: If you are in any doubt as to what action you should take arising from this Circular, please consult your CSDP, Broker, banker, attorney, accountant or other professional advisor immediately. If you have disposed of all of your Sasol Shares, please forward this Circular to the purchaser of such shares or to the CSDP, Broker or banker through whom the disposal was effected. Sasol Shareholders are referred to page 1 of this Circular, which sets out the action required by them. Sasol does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or Broker including, without limitation, any failures on the part of the CSDP or Broker of any Sasol Beneficial Owner to notify such Sasol Beneficial Owner of the General Meeting convened in terms of the Notice of General Meeting contained in this Circular and/or the contents of this Circular. 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 BEE Ordinary Share code: JSE: SOLBE1 Sasol BEE Ordinary ISIN code: ZAE000151817 (“Sasol” or “the Company”) CIRCULAR TO SASOL SHAREHOLDERS regarding: the proposed Disposal by Sasol Chemicals of a 50% interest in Louisiana Integrated Polyethylene JV LLC to LyondellBasell LC Offtake LLC for the Disposal Consideration and the creation of the Joint Venture; incorporating: notice convening a General Meeting of Sasol Shareholders to be held entirely by electronic communication; and a Form of Proxy for purposes of the General Meeting for use by Certificated Shareholders, Dematerialised Nominee Shareholders and Own Name Dematerialised Shareholders. Financial Advisor and JSE Sponsor Strategic Advisor Legal advisor to the Company as to South African law Independent Reporting Accountants US Legal advisor to the Company in relation to the Disposal and Anti-trust Legal advisor to the Company as to US Environmental and Real Estate law This Circular is only available in English. Copies of this Circular may be obtained in electronic form from Sasol’s website: www.sasol.com. No copies of this Circular will be obtained from or made available at the registered office of Sasol. Date of issue: 20 October 2020

Sasol Limited · 2020. 10. 22. · • Sasol Shareholders are referred to page 1 of this Circular, which sets out the action required by them. Sasol does not accept responsibility,

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  • THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

    The definitions and interpretations commencing on page 9 of this Circular apply throughout this Circular, including this cover page.

    Action required by Sasol Shareholders:

    • If you are in any doubt as to what action you should take arising from this Circular, please consult your CSDP, Broker, banker, attorney, accountant or other professional advisor immediately.

    • If you have disposed of all of your Sasol Shares, please forward this Circular to the purchaser of such shares or to the CSDP, Broker or banker through whom the disposal was effected.

    • Sasol Shareholders are referred to page 1 of this Circular, which sets out the action required by them.

    Sasol does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or Broker including, without limitation, any failures on the part of the CSDP or Broker of any Sasol Beneficial Owner to notify such Sasol Beneficial Owner of the General Meeting convened in terms of the Notice of General Meeting contained in this Circular and/or the contents of this Circular.

    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 US8038663006Sasol BEE Ordinary Share code: JSE: SOLBE1Sasol BEE Ordinary ISIN code: ZAE000151817

    (“Sasol” or “the Company”)

    CIRCULAR TO SASOL SHAREHOLDERS

    regarding:

    • the proposed Disposal by Sasol Chemicals of a 50% interest in Louisiana Integrated Polyethylene JV LLC to LyondellBasell LC Offtake LLC for the Disposal Consideration and the creation of the Joint Venture;

    incorporating:

    • notice convening a General Meeting of Sasol Shareholders to be held entirely by electronic communication; and

    • a Form of Proxy for purposes of the General Meeting for use by Certificated Shareholders, Dematerialised Nominee Shareholders and Own Name Dematerialised Shareholders.

    Financial Advisor and JSE Sponsor Strategic Advisor

    Legal advisor to the Company as to South African law

    Independent Reporting Accountants

    US Legal advisor to the Company in relation to the

    Disposal and Anti-trust

    Legal advisor to the Company as to US Environmental and

    Real Estate law

    This Circular is only available in English. Copies of this Circular may be obtained in electronic form from Sasol’s website: www.sasol.com. No copies of this Circular will be obtained from or made available at the registered office of Sasol.

    Date of issue: 20 October 2020

  • CORPORATE INFORMATION AND ADVISORS

    Sasol LimitedDate of incorporation: 25 June 1979Place of incorporation: South Africa

    Board of DirectorsExecutive:FR Grobler (President and Chief Executive Officer)VD Kahla (Executive Vice President: Advisory, Assurance and Supply Chain)P Victor (Chief Financial Officer)

    Independent Non-executive:SA Nkosi (Chairman)S Westwell (British) (Lead Independent Director)C BeggsMJ Cuambe (Mozambican)MBN DubeM Flöel (German)KC Harper (American)GMB KennealyNNA MatyumzaZM MkhizeMEK NkeliPJ Robertson (American and British)

    Company Secretary and registered officeMML Mokoka(B Iuris, LLB)Sasol Place, 50 Katherine StreetSandton, Johannesburg, 2196South Africa(Private Bag X10014, Sandton, 2196)

    Transfer SecretaryLink Market Services South Africa Proprietary Limited(Registration number 2000/007239/07)13th Floor19 Ameshoff Street,Braamfontein, Johannesburg, 2001(PO Box 4844, Johannesburg, 2000)

    Financial advisor and JSE SponsorMerrill Lynch South Africa Proprietary Limited t/a BofA Securities(Registration number 1995/001805/07)The Place1 Sandton DriveSandhurstSandton, Johannesburg, 2196(PO Box 651987, Benmore, 2010)

    Strategic advisorCenterview Partners UK LLP100 Pall MallLondon, SW1Y 5NQUnited Kingdom

    Legal advisor to the Company as to South African lawEdward Nathan Sonnenbergs Inc(Registration number 2006/018200/21)The MARC, Tower 1129 Rivonia RoadSandton, Johannesburg, 2196(PO Box 783347, Sandton, 2146)

    Independent Reporting AccountantsPricewaterhouseCoopers Inc.(Registration number 1998/012055/21)4 Lisbon LaneWaterfall CityJukskei View, 2090(Private Bag X36, Sunninghill, 2157)

    US Legal advisor to the Company in relation to the Disposal and Anti-trustLatham & Watkins LLP811 Main Street, Suite 3700Houston, TX 77002

    Legal advisor to the Company as to US Environmental and Real Estate lawKean Miller LLP400 Convention Street, Suite 700Baton Rouge, Louisiana 70802

  • 1

    ACTION REQUIRED BY SASOL SHAREHOLDERS

    IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, PLEASE CONTACT YOUR BANKER, BROKER, CSDP, ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR IMMEDIATELY.

    IF YOU HAVE DISPOSED OF ALL OF YOUR SASOL SHARES, THIS CIRCULAR SHOULD BE HANDED TO THE PURCHASER OF SUCH SHARES OR TO THE BANKER, BROKER OR CSDP THROUGH WHOM THE DISPOSAL WAS EFFECTED.

    1. The basis for and effect of the General Meeting being held entirely by electronic communication

    1.1 Sasol is permitted in terms of the Companies Act to hold a shareholders’ meeting entirely by electronic communication if its MOI does not prevent this (which the Sasol MOI does not).

    1.2 The decision has been taken by the Board that it is appropriate to hold the General Meeting entirely by electronic communication in accordance with the provisions of clause 20.1.7 of the Sasol MOI read with section 63(2) of the Companies Act.

    1.3 Participants will accordingly only be able to Participate in the General Meeting by electronic communication, in accordance with the provisions of the Companies Act.

    1.4 In accordance with section 63(1) of the Companies Act, before any Intended Participant may Participate in the General Meeting, that person must furnish (by Presentation) reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of that Intended Participant to Participate has been reasonably verified. The Company will accept a valid South African identity document, a valid driver’s licence or a valid passport as satisfactory identification.

    1.5 Any Intended Participants wishing to Participate in the General Meeting should deliver written notice to the Transfer Secretary containing a valid email address for the person wishing to Participate, which written notice must be accompanied by:

    1.5.1 if the Intended Participant is a natural person, a copy of his/her identity document or valid passport or valid driver’s licence to enable the Intended Participant to be verified;

    1.5.2 if the Intended Participant is not a natural person, a copy of a resolution passed by it (which resolution must set out the identity of the natural person who is authorised to represent the Intended Participant at the General Meeting) and a copy of the identity document or valid passport or valid driver’s licence of the natural person who is authorised to represent the Intended Participant;

    1.5.3 if the Intended Participant is a Sasol Beneficial Owner with his/her/its Sasol Shares registered in the name of a Dematerialised Nominee Shareholder, a copy of the document/s referred to in paragraph 1.5.1 and/or paragraph 1.5.2 above and a copy of the letter of representation issued by the Dematerialised Nominee Shareholder, which shall contain the identity number of the Sasol Beneficial Owner,

  • 32

    as soon as possible but preferably by no later than 09:00 on Friday, 13 November 2020. This is necessary in order to obtain a user name and a unique nine-digit meeting identity code, without which it will not be possible to Participate. Sufficient time is needed for the Transfer Secretary to verify the Intended Participant and then assign a user name and a unique nine-digit meeting identity code which reflects the number of Sasol Shares in respect of which voting is permitted. (If the number of Sasol Shares reflected is nil, the Intended Participant will be able to attend the General Meeting and view the proceedings as a Guest but will not be able to ask questions, make comments or vote.) However, Participants may still register online to Participate in and/or vote at the General Meeting after Friday, 13 November 2020, provided, that for those Participants to Participate (including voting) at the General Meeting they must be verified and registered (as required in terms of section 63(1) of the Companies Act by providing the Transfer Secretary with their relevant verification documentation referred to in paragraphs 1.5.1, 1.5.2 and 1.5.3 above) before the commencement of the General Meeting. If Participants do not get their details verified on or before the date and time specified in this paragraph, it will be very difficult for Sasol to verify the Participants’ details in time for the Intended Participants to be able to Participate in the General Meeting and the intended Participants must understand that there is a risk that this cannot be done in time for Participation in the General Meeting.

    1.6 Participants and Guests will access the webcast facilitated by Lumi for the General Meeting in order to Participate. Participants and Guests will connect to the General Meeting through https://www.web.lumiagm.com or by downloading the Lumi AGM app from the Apple App Store or Google Play Store and following the relevant prompts. The General Meeting ID is 142-952-100. Participants and Guests are referred to the “Electronic Participation Meeting Guide” attached to the Notice of General Meeting and paragraph 1.5 above for further instructions for Participation in the General Meeting. After accessing the webcast, a Participant or Guest will be required to follow the messaging instructions which will appear on the screen of the device used by the Participant or Guest in order to Participate in, or view proceedings at, the General Meeting. The webcast facilities ordinarily enable all Participants and the Board to communicate concurrently with each other in the General Meeting, in the case of Participants, by posting written questions and viewing all written questions posted by other Participants and listening to the Board as it speaks and responds to questions tabled and generally to Participate reasonably effectively in the General Meeting.

    1.7 An Intended Participant will receive Guest status if he/she/it does not furnish the necessary identification documents and/or, if applicable, a letter of representation.

    1.8 Sasol will make the webcast facilities available via Lumi for the duration of the General Meeting at no cost to the Participants or Guests. However, any third-party costs relating to the use or access of the webcast facilities will be for the Participant’s or Guest’s account.

    1.9 By using the webcast facilities, the Participants or Guests agree that Sasol will not bear any responsibility or liability, under any applicable law, regulation or otherwise, for any loss, liability, cost, expense, damage, penalty or claim arising in any way from using the webcast facilities including, without limitation, any malfunctioning or other failure of the webcast facilities or loss of network connectivity or other network failure due to insufficient airtime, internet connectivity and/or power outages which may prevent the Participant or Guest from Participating in the General Meeting, whether or not as a result of any act or omission on the part of Sasol or anyone else.

  • 3

    1.10 In terms of the Sasol MOI, voting at the General Meeting is by way of a show of hands, unless certain categories of people demand a poll, one of whom is the chairman. As it will not be possible for votes to be taken by a show of hands, the chairman will demand a poll on all the Resolutions at the start of the General Meeting.

    1.11 Participants will be able to change any vote they may have cast in respect of any resolution at any time during the voting process until the voting closes, which will be shortly before the end of the General Meeting. The chairman will announce when closing of voting is imminent. Once the voting closes, Participants will not be able to change any vote cast in respect of any resolution.

    2. If you are a Sasol Beneficial Owner

    2.1 Your CSDP or Broker should contact you in the manner stipulated in the agreement concluded between you and your CSDP or Broker to ascertain whether or not you wish to Participate in the General Meeting in person:

    2.1.1 if you wish to Participate in the General Meeting in person, in order for the CSDP or Broker to furnish you with a letter of representation. Your CSDP or Broker may be able to give you a letter of representation which identifies not only you, but also some other person/s nominated by you to Participate in the General Meeting if for any reason you are unable to do so;

    2.1.2 if you do not wish to Participate in the General Meeting in person, in order for you to instruct the CSDP or Broker how you wish the CSDP or Broker to cast your votes at the General Meeting. The CSDP or Broker should then cast your votes in accordance with your instructions. If your CSDP or Broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the provisions, if any, contained in the agreement concluded between you and your CSDP or Broker.

    2.2 If you have not been contacted by your CSDP or Broker, you should contact your CSDP or Broker and furnish it with your voting instructions or request a letter of representation.

    2.3 You must NOT complete the attached Form of Proxy if your CSDP or Broker will be appointing a proxy to vote all the Sasol Shares in respect of which you are the Sasol Beneficial Owner and you do not need to use a proxy form at all if you will be Participating relying on a letter of representation.

    2.4 If you have received a letter of representation from your CSDP or Broker and you are not able to attend the General Meeting, you will be entitled either:

    2.4.1 to inform your CSDP or Broker and request it to cancel the letter of representation and vote in accordance with paragraph 2.1.2 above; or

    2.4.2 to inform any other person whose name appears on the letter of representation to Participate instead of you or if only your name appears on the letter of representation, to inform your CSDP or Broker to issue the letter of representation in the name of another nominated person. In that event you will need to ensure that the alternative person is verified in accordance with paragraphs 1.5.1, 1.5.2 and/or 1.5.3 on page 1 of this Circular.

  • 54

    3. If you are a Certificated Shareholder

    3.1 You may Participate in the General Meeting by electronic communication as outlined in paragraph 1 on pages 1 to 5 of this Circular.

    3.2 Alternatively, if you are unable to Participate in the General Meeting yourself in person, you may appoint a proxy to represent you at the General Meeting by completing the attached Form of Proxy in accordance with the instructions contained in the Form of Proxy and returning it together with the necessary verification documents referred to in paragraphs 1.5.1, 1.5.2 and/or 1.5.3 for the proxy on page 1 of this Circular to the Transfer Secretary. It is requested that Forms of Proxy and verification documents for the proxy be received by the Transfer Secretary as soon as possible, and preferably by no later than 09:00 on Wednesday, 18 November 2020.

    3.3 You are encouraged to appoint a proxy if you do not intend to attend the General Meeting yourself in person.

    4. If you are a Dematerialised Nominee Shareholder with “Own Name” registration

    Paragraph 3 above is equally applicable to you.

    5. If you are a Dematerialised Nominee Shareholder

    If you are a Dematerialised Nominee Shareholder you will be entitled to Participate in the General Meeting in accordance with the instructions of the Sasol Beneficial Owner which you represent. In order to Participate in the General Meeting in respect of any Sasol Beneficial Owner which you represent, there should be no valid letter of representation in existence to that Sasol Beneficial Owner. If you have not obtained instructions from any Sasol Beneficial Owner which you represent, you will be entitled to Participate in the General Meeting in accordance with and act in terms of the mandate furnished to you by any such Sasol Beneficial Owner.

    6. If you are a holder of ADRs

    If you are a holder of ADRs, the depositary’s transfer agent will contact you so that you can instruct the depositary’s transfer agent how you wish to vote. The depositary’s transfer agent will then instruct the Sasol Beneficial Owner of the Sasol Shares to which the ADRs relate, how to vote at the General Meeting.

    7. Joint holders

    Where there are joint holders of Sasol Shares, any one of such persons may vote at the General Meeting in respect of such Sasol Shares as if that person is solely entitled thereto, but if more than one of such joint holders are present at the General Meeting, the person whose name appears first in Sasol’s Register in respect of such Sasol Shares or its/his/her proxy, as the case may be, shall alone be entitled to vote in respect of such Sasol Shares.

    8. Accessing the iProxy Platform in order to appoint a proxy

    8.1 Certificated Shareholders holding their Sasol Shares through Link Market Services Proprietary Limited and Dematerialised Shareholders holding their Sasol Shares through either Pacific Custodian Nominees (RF) Proprietary Limited or Computershare Nominees (RF) Limited (“Specified Shareholders”) will be able to appoint proxies, should they wish to do so, electronically via the iProxy Platform.

    8.2 For this purpose, all Specified Shareholders’ details have been uploaded to the iProxy Platform.

    8.3 The iProxy Platform can be found at https://sasolgm.virtual-meetings.online/login.

  • 5

    8.4 If any Specified Shareholder’s email containing this Circular is returned via a Non-Delivery Report on Thursday, 22 October 2020, and in the case of all other Specified Shareholders for which Sasol does not have an email address but does have a valid mobile number, an SMS will be sent on Friday, 23 October 2020. This SMS will contain the required Shareholder Reference Number, Password and URL to enable that Specified Shareholder to access the iProxy Platform.

    8.5 The Shareholder Reference Number and Password (as contained in the email or SMS) will be the way in which authentication of the Specified Shareholder will occur. Once authenticated, a Specified Shareholder can electronically, in accordance with the instructions contained on the iProxy Platform, appoint a proxy to attend and vote at the general meeting on that Specified Shareholder’s behalf. If a Specified Shareholder’s South African identity number is linked to more than one account, then that Specified Shareholder will be able to appoint a proxy for each account. A proxy appointed by Specified Shareholder will be required to comply with the verification process set out in paragraph 1.5 on pages 1 and 2 of this Circular.

    8.6 Sasol Shareholders holding their Sasol Shares through CSDPs/Brokers other than Pacific Custodian Nominees (RF) Proprietary Limited or Computershare Nominees (RF) Limited will not be able to make use of the iProxy Platform to appoint proxies. They must appoint proxies in the usual way in accordance with the instructions in paragraphs 2 to 5 on pages 3 and 4 of this Circular.

    9. Using a Mobile Device Platform in order to appoint a proxy

    9.1 Certificated Shareholders holding their Sasol Shares through the Specified Shareholders will be able to appoint proxies, should they wish to do so, through a Mobile Device Platform.

    9.2 For this purpose, all Specified Shareholders’ details have been uploaded to the Mobile Device Platform.

    9.3 Specified Shareholders will receive an SMS containing instructions how to appoint a proxy.

    9.4 Once authenticated, a Specified Shareholder can through his/her mobile device, in accordance with the instructions contained on the Mobile Device Platform, appoint a proxy to attend and vote at the General Meeting on that Specified Shareholder’s behalf. If a Specified Shareholder’s South African identity number is linked to more than one account, then that Specified Shareholder will be able to appoint a proxy for each account.

    9.5 Sasol Shareholders holding their Sasol Shares through CSDPs/Brokers other than Pacific Custodian Nominees (RF) Proprietary Limited or Computershare Nominees (RF) Limited will not be able to make use of the Mobile Device Platform to appoint proxies. They must appoint proxies in the usual way in accordance with the instructions in paragraphs 2 to 5 on pages 3 and 4 of this Circular.

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    TABLE OF CONTENTS

    Page

    Corporate information Inside front cover

    Action required by Sasol Shareholders 1

    Important dates and times 7

    Forward-looking statements 8

    Definitions and interpretations 9

    Circular to Sasol Shareholders

    1. Introduction and Purpose of this Circular 16

    2. Transaction Overview 17

    3. Disposal Consideration Adjustments and Escrow Amount 19

    4. Rationale for the Disposal and Creation of the Joint Venture 20

    5. Description of the LIP Transfer Assets and Retained Business 23

    6. Key Terms of the Disposal and the Joint Venture 26

    7. Description of the Business of Sasol and its Major Subsidiaries 33

    8. Financial Information on the Transaction 35

    9. Additional Information Relating to Sasol and/or LIP 39

    10. Preliminary Expenses 42

    11. Documents Incorporated by Reference 42

    12. Directors’ Responsibility Statement 43

    13. Recommendation 43

    14. Consents 43

    15. General Meeting 43

    16. Documents Accessible on Sasol Website 44

    Annexure A – Pro Forma Financial Information on the Transaction 45

    Annexure B – Independent Reporting Accountant’s Assurance Report on the Compilation of the Pro Forma Financial Information 57

    Annexure C – Combined Carve-out Historical Financial Information on the Target Business for the years ended 30 June 2020, 2019, 2018 59

    Annexure D – Independent Reporting Accountant’s Audit Report on the Combined Carve-out Historical Financial Information of the Target Business for the year ended 30 June 2020 112

    Annexure E – Independent Reporting Accountant’s Review Report on the Combined Carve-out Historical Financial Information of the Target Business for the years ended 30 June 2019 and 2018 116

    Annexure F – List of of other Transaction Material Agreements 118

    Notice of General Meeting of Sasol Shareholders 119

    Annexure G – Electronic Participation Meeting Guide 122

    Form of Proxy Attached

  • 7

    IMPORTANT DATES AND TIMES

    The definitions and interpretations commencing on page 9 of this Circular apply throughout this section and throughout this Circular.

    Last Practicable Date Wednesday, 7 October 2020

    First Record Date (for Sasol Shareholders to be eligible to receive this Circular and Notice of General Meeting) Friday, 16 October 2020

    Circular posted to Sasol Shareholders and posting of Circular announced on SENS Thursday, 22 October 2020

    Last Day to Trade Sasol Shares on the JSE in order to be recorded in the Register by the Second Record Date Tuesday, 10 November 2020

    Second Record Date (for Sasol Shareholders to be entitled to Participate and vote in the General Meeting) Friday, 13 November 2020

    Requested latest date and time for receipt by Transfer Secretary of the Forms of Proxy for the General Meeting by 09:00 on Wednesday, 18 November 2020

    General Meeting to be held at 13:00 on Friday, 20 November 2020

    Results of the General Meeting released on SENS on or about Friday, 20 November 2020

    Results of the General Meeting published in the press on Monday, 23 November 2020

    Notes:

    (1) The abovementioned times and dates are South African times and dates and are subject to change. Any such change will be notified on SENS.

    (2) Sasol Shareholders should note that as transactions in Sasol Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three South African Business Days after such trade. Therefore, Sasol Shareholders who acquire Sasol Shares after close of trade on Tuesday, 10 November 2020 will not be eligible to attend, participate in and vote at the General Meeting.

    (3) See paragraph 1.5 on page 2 of this Circular as to lodging of proxies after the requested time above.

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    FORWARD-LOOKING STATEMENTS

    FORWARD-LOOKING STATEMENTS DISCLAIMER

    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 Sasol’s future prospects, expectations, developments and business strategies. Examples of such forward-looking statements include, but are not limited to, the impact of the novel coronavirus (COVID-19) pandemic on Sasol’s business, results of operations, financial condition and liquidity and statements regarding the effectiveness of any actions taken by Sasol to address or limit any impact of the COVID-19 pandemic on its business; statements regarding exchange rate fluctuations, changing crude oil prices, volume growth, increases in market share, total shareholder return, executing Sasol’s growth projects (including LCCP), oil and gas reserves, cost reductions, Sasol’s climate change strategy and business performance outlook. Words such as “believe”, “anticipate”, “expect”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavour”, “target”, “forecast” 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, Sasol’s actual results may differ materially from those anticipated. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors and others are discussed more fully in Sasol’s most recent annual report on Form 20-F filed on 24 August 2020 and in other filings with the United States Securities and Exchange Commission. The list of factors discussed therein is not exhaustive; when relying on forward-looking statements to make investment decisions, you should carefully consider both these factors and other uncertainties and events. Forward-looking statements apply only as of the date on which they are made, and Sasol does not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.

    DATE OF INFORMATION PROVIDED

    Unless the context clearly indicates otherwise, all information provided in this Circular is provided as at the Last Practicable Date.

  • 9

    DEFINITIONS AND INTERPRETATIONS

    In this Circular and the annexures hereto, the Notice of General Meeting and the Form of Proxy, unless otherwise stated or the context indicates otherwise, reference to the singular shall include the plural and vice versa, words and expressions denoting one gender include the others, words and expressions denoting natural persons include legal persons and associations of persons and the words and expressions in the first column have the meanings stated opposite them in the second column.

    ADRs American Depositary Receipts evidencing American Depositary Shares, each representing one Sasol Share, listed on the NYSE;

    Base Chemicals Business the business of the Sasol Group consisting of three key divisions, namely polymers, solvents and fertilisers, with the key products being polymers (polyethylene, polypropylene, polyvinyl chloride); solvents (ketones, alcohols, acrylates); chlor-alkali chemicals (caustic soda, hydrochloric acid) and phenolics; as well as mining reagents (cyanide), ammonium nitrate base products, and sulphur derivatives;

    Broker any person registered as a broking member (equities) in terms of the JSE Listings Requirements;

    Business Day a day which is not a Saturday, Sunday or an official public holiday in South Africa;

    Business Separation Agreement

    the business separation agreement between Sasol Chemicals, LIP and LyondellBasell Offtake dated 1 October 2020 pursuant to which Sasol Chemicals will dispose of the LIP Transfer Assets to LIP if and when the Resolutions are duly passed;

    Certificated Shareholder Sasol Shareholders who hold Certificated Shares;

    Certificated Shares issued Sasol Shares that have not been Dematerialised, but title to which is evidenced by tangible documents of title including a share certificate, certified transfer deed, balance receipt or any other document of title acceptable to Sasol in respect of Certificated Shares;

    Circular this Circular to Sasol Shareholders dated 20 October 2020, including the Notice of General Meeting, Form of Proxy and other annexures attached hereto;

    Companies Act the South African Companies Act, 2008, as amended;

    CSDP a central securities depository participant, being a person who has been accepted in terms of section 31 of the Financial Markets Act by a person who is licensed as a central securities depository under section 29 of the Financial Markets Act, namely Strate Proprietary Limited;

    Dematerialised or Dematerialisation

    the process whereby physical share certificates are replaced with electronic records evidencing registered holders of Dematerialised Shares in accordance with the rules of Strate Proprietary Limited, as contemplated in the Financial Markets Act;

  • 1110

    Dematerialised Nominee Shareholders

    Dematerialised Shareholders other than Own Name Dematerialised Shareholders;

    Dematerialised Shareholders Sasol Shareholders who hold Dematerialised Shares;

    Dematerialised Shares Sasol Shares which have been Dematerialised and ownership of which is recorded in a sub-register of Sasol Shareholders administered by a CSDP, which sub-register forms part of the Register;

    Directors or Board the board of directors of Sasol comprising as at the Last Practicable Date, the directors named on page 16 of this Circular;

    Disposal the disposal by Sasol Chemicals of the Sale Interest to LyondellBasell Offtake;

    Disposal Consideration USD2 billion, subject to closing adjustments set out in paragraph 3.2 on pages 19 and 20 of this Circular and more fully set out in the Membership Interest Purchase Agreement;

    EBITDA earnings before interest, taxation, depreciation and amortisation;

    Effective Date date on which the Transaction will be implemented, which is expected to be before 31 December 2020;

    Employee Matters Agreement

    the employee matters agreement between Sasol Chemicals and LyondellBasell Offtake dated 1 October 2020 pursuant to which LyondellBasell Offtake will offer employment to certain employees of Sasol Chemicals employed in the Target Business;

    Equistar Equistar Chemicals, LP, a limited partnership formed in accordance with the laws of the State of Delaware, USA, an affiliate of LyondellBasell;

    Financial Markets Act the South African Financial Markets Act, 2012, as amended;

    First Record Date the last day for Sasol Shareholders to be recorded in the Register in order to receive this Circular;

    Form of Proxy the form of proxy incorporated into this Circular for use by Certificated Shareholders, Own Name Dematerialised Shareholders and Dematerialised Nominee Shareholders, for purposes of appointing a proxy to represent such Sasol Shareholder at the General Meeting;

    General Meeting general meeting of Sasol Shareholders to be held at 13:00 on Friday, 20 November 2020, entirely by electronic communication, to consider and, if deemed fit, pass with or without modification the Resolutions, and including any adjournment of such meeting;

    GHG greenhouse gas;

    Guest an Intended Participant who has received a user name and unique nine-digit code but reflecting nil Sasol Shares, which means that person is not permitted to vote at all;

    IFRS International Financial Reporting Standards as issued by the International Accounting Standards Board;

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    Independent Reporting Accountant

    PricewaterhouseCoopers Inc. (registration number 1998/012055/21), further particulars of which appear in the “Corporate Information” section of the Circular, being the auditor and independent reporting accountant of Sasol and the Target Business;

    Intended Participant a Sasol Shareholder or a Sasol Beneficial Owner or proxy wishing to Participate at the General Meeting;

    Joint Venture the 50/50 joint venture created between Sasol Chemicals and LyondellBasell Offtake in relation to the LIP Transfer Assets and the Target Business which will toll manufacture products on behalf of Sasol Chemicals and LyondellBasell Offtake and will be operated by Equistar following the Effective Date;

    JSE the stock exchange operated by JSE Limited, registration number 2005/022939/06, a public company registered and incorporated in accordance with the laws of the Republic of South Africa, also referred to as the Johannesburg Stock Exchange;

    JSE Listings Requirements or Listings Requirements

    the Listings Requirements of the JSE, as amended from time to time;

    ktpa kilotonnes per annum;

    Lake Charles Property the property situated at Lake Charles, Louisiana, United States of America, comprising 780 hectares of land, of which 360 hectares is where the Target Business and the Retained Business are situated, and of which 200 hectares of the remaining land has already been prepared and levelled as green fields land which is available for immediate development, with the remainder being unprepared and undeveloped land available for future use or development;

    Last Day to Trade the last Business Day to trade Sasol Shares in order for the purchaser of the Sasol Shares to reflect in the Register so as to be eligible to Participate at the General Meeting;

    Last Practicable Date Wednesday, 7 October 2020, being the last practicable date on which information was capable of being included in this Circular prior to its finalisation;

    LCCP the Lake Charles Chemicals Project being the LCCP Cracker and six downstream chemical production facilities, the LDPE, LLDPE and an ethylene oxide/ethylene glycol plant and higher-value derivative plants, producing specialty alcohols, ethoxylates and alumina products at the Lake Charles Property;

    LCCP Cracker the new ethane cracker, which produces ethylene from ethane feedstock and has a capacity of 1540 ktpa, which is part of the LCCP;

    LDPE the low density polyethylene unit (with a capacity of 420 ktpa) which is part of the LCCP;

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    Limited Liability Company Agreement

    the Amended and Restated Limited Liability Company Agreement to be entered into between Sasol Chemicals and LyondellBasell Offtake on the Effective Date pursuant to which Sasol Chemicals (as the existing member in LIP) and LyondellBasell Offtake (as the new member in LIP) to amend and restate the Original Limited Liability Company Agreement in order to, among other things, admit LyondellBasell Offtake as a member in LIP and to provide for the management and conduct of LIP and set out the respective rights and obligations of Sasol Chemicals and LyondellBasell Offtake as members in LIP;

    LIP Louisiana Integrated Polyethylene JV LLC, a limited liability company incorporated in the State of Delaware, USA as a wholly-owned subsidiary of Sasol Chemicals, for purposes of the Joint Venture and in which the Target Business will be housed;

    LIP Transfer Assets assets of Sasol Chemicals which will be transferred to LIP pursuant to the Business Separation Agreement, being the 1540 ktpa LCCP Cracker, the 471 ktpa LLDPE unit and the 420 ktpa design LDPE unit, all situated at the Lake Charles Property and selected supporting utility, offsite and infrastructure units and normalised levels of associated inventory but excluding the Original Cracker;

    LLDPE the linear low density polyethylene plant (with a capacity of 471 ktpa) which is part of the LCCP;

    Lumi Lumi Technologies SA Proprietary Limited, registration number 2008/006613/07, a private company registered and incorporated in accordance with the laws of South Africa;

    LyondellBasell LyondellBasell Industries N.V., a public limited company formed in accordance with the laws of the Netherlands;

    LyondellBasell Group LyondellBasell and its subsidiaries and/or its affiliates;

    LyondellBasell Offtake LyondellBasell LC Offtake LLC, a company incorporated in accordance with the laws of the State of Delaware, USA, a subsidiary of LyondellBasell;

    Lyondell Chemical Lyondell Chemical Company, a corporation incorporated in accordance with the laws of the State of Delaware, USA, a subsidiary of LyondellBasell;

    Major Subsidiary shall have the meaning ascribed thereto in terms of the JSE Listings Requirements;

    Marketing Agreement marketing agreement to be entered into between Sasol Chemicals and Equistar on the Effective Date pursuant to which Equistar will market and sell, in consideration for a fee, all of Sasol Chemicals’ LLDPE and LDPE produced for it by LIP in terms of the Tolling Agreement Term Sheet or the tolling agreement once concluded;

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    Membership Interest Purchase Agreement

    the Membership Interest Purchase Agreement, dated 1 October 2020 between Sasol, Sasol Chemicals, LIP, LyondellBasell Offtake and Lyondell Chemical pursuant to which Sasol Chemicals will sell the Sale Interest to LyondellBasell Offtake for the Disposal Consideration;

    MOI or Sasol MOI the Memorandum of Incorporation of Sasol;

    Notice of General Meeting the notice to Sasol Shareholders convening the General Meeting to conduct the business described therein and to consider and, if deemed fit, adopt with or without modification, the Resolutions set forth therein, and which notice is attached to, and forms part of, this Circular;

    NYSE the New York Stock Exchange;

    Operating Services Agreement

    the operating services agreement to be entered into between LIP and Equistar on the Effective Date pursuant to which LIP engages Equistar, as an independent contractor, to provide plant operations and maintenance services, commercial operations and other related services to LIP;

    Original Cracker the ethane cracker with a capacity of 460 ktpa which was originally acquired by Sasol in 2001;

    Own Name Dematerialised Shareholders

    Dematerialised Sasol Shareholders who have instructed their CSDPs or Brokers to register their Dematerialised Shares in the names of the CSDPs or Brokers or their nominee companies on the sub-registers maintained by the CSDPs;

    Participant a Sasol Shareholder or a Sasol Beneficial Owner or proxy who has been furnished with a user name and unique nine-digit code reflecting the number of Sasol Shares entitled to vote and who is accordingly entitled to Participate at the General Meeting;

    Participation or Participate attending, asking questions electronically and/or making one or more comments electronically and/or voting in person at the General Meeting;

    Performance Chemicals Business

    the business of the Sasol Group relating to the research and development, manufacture and supply of surfactants, surfactant intermediates, fatty alcohols, linear alkyl benzene, alpha olefins, high-purity alumina as well as high-quality carbon solutions to customers of the Sasol Group;

    Presentation presentation of documents by delivering copies of such documents in a manner specified by Sasol, including by physical delivery or by electronic delivery;

    Pro Forma Financial Information

    collectively the pro forma financial effects, the pro forma consolidated statement of financial position for the year ended 30 June 2020 and the pro forma consolidated income statement and statement of other comprehensive income of Sasol for the year then ended;

    Rand or R or ZAR South African Rand and cents, the official currency of South Africa;

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    Register the securities register of Sasol Shareholders maintained by Sasol in terms of section 50(1) of the Companies Act, including the uncertificated securities register maintained by each CSDP in terms of section 50(3) of the Companies Act;

    Resolutions the ordinary resolutions proposed to be passed at the General Meeting set forth in the Notice of General Meeting;

    Retained Business the US Performance Chemicals Business, the Original Cracker and associated utilities and infrastructure, as more fully detailed in paragraph 5.3 on pages 25 and 26 of this Circular;

    Sale Interest 50% limited liability company interest in LIP which Sasol Chemicals will sell to LyondellBasell Offtake pursuant to the Membership Interest Purchase Agreement on the Effective Date;

    Sale Land the portion of the Lake Charles Property on which the Target Business is conducted, which will be transferred to LIP together with the LIP Transfer Assets;

    Sasol or the Company Sasol Limited, registration number 1979/003231/06, a public company registered and incorporated in accordance with the laws of South Africa and listed on the JSE and (in connection with its ADRs only) on the NYSE;

    Sasol Beneficial Owners those holding the beneficial interests in Sasol Shares registered in the name of the Dematerialised Nominee Shareholder;

    Sasol Chemicals Sasol Chemicals (USA) LLC, a Delaware limited liability company incorporated in accordance with the laws of the State of Delaware, USA and a wholly-owned subsidiary of Sasol;

    Sasol Group Sasol and its Subsidiaries;

    Sasol Shareholders the holders of the Sasol Shares;

    Sasol Shares collectively, ordinary shares of no par value in the share capital of Sasol (listed on the JSE under the JSE share code SOL and ISIN code ZAE000006896, and the NYSE, in the form of ADRs, under the NYSE share code SSL and ISIN code US8038663006) and Sasol BEE ordinary shares of no par value in the share capital of Sasol (listed on the BEE Segment under the JSE share code SOLBE1 and ISIN code ZAE000151817), which have the rights attaching thereto as contemplated in the Sasol MOI;

    Second Record Date the last day for Sasol Shareholders to be recorded in the Register in order to participate in the General Meeting;

    SENS Stock Exchange News Service;

    Subsidiary shall have the meaning ascribed thereto in terms of the JSE Listings Requirements;

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    Target Business the USA business of Sasol at the Lake Charles Property relating to the production of ethylene from ethane and the production of LLDPE and LDPE from the ethylene using the LIP Transfer Assets (which is part of the Base Chemicals Business);

    Tolling Agreements Term Sheets

    the term sheets, relating to the terms of the proposed tolling, storage and transportation agreements, to be concluded between LIP and each of Sasol Chemicals and LyondellBasell Offtake on the Effective Date pursuant to which each of Sasol Chemicals and LyondellBasell Offtake will supply LIP with its own ethane feedstock and other required components which LIP will process into ethylene, polyethylene and other products;

    Transaction transaction concluded between Sasol Chemicals, LIP, LyondellBasell Offtake and Equistar relating to the transfer by Sasol Chemicals of the Target Business to LIP, the Disposal, the creation of the Joint Venture and the conclusion and implementation of the Transaction Material Agreements and other agreements relating thereto;

    Transaction Material Agreements

    • the Business Separation Agreement;

    • the Membership Interest Purchase Agreement;

    • the Operating Services Agreement;

    • the Marketing Agreement;

    • the Tolling Agreements Term Sheets;

    • the Limited Liability Company Agreement;

    • the Employee Matters Agreement; and

    • the term sheets listed in Annexure F;

    Transfer Contracts the contracts concluded by members of the Sasol Group with third parties which will be assigned to LyondellBasell Offtake or Equistar (including any obligations and liabilities arising from such contracts) in terms of the Business Separation Agreement or the Marketing Agreement;

    Transfer Secretary Link Market Services South Africa Proprietary Limited, registration number 2000/007239/07, a private company registered and incorporated in accordance with the laws of South Africa;

    USA the United States of America;

    USD or dollar or US$ United States Dollars, the official currency of the USA; and

    US Performance Chemicals Business

    Sasol Chemicals’ Performance Chemicals Business at the Lake Charles Property.

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    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 US8038663006Sasol BEE Ordinary Share code: JSE: SOLBE1Sasol BEE Ordinary ISIN code: ZAE000151817

    (“Sasol” or “the Company”)

    CIRCULAR TO SASOL SHAREHOLDERS

    DirectorsExecutive directorsFR Grobler (President and Chief Executive Officer)VD Kahla (Executive Vice President: Advisory, Assurance and Supply Chain)P Victor (Chief Financial Officer)

    Independent non-executive directorsSA Nkosi (Chairman)S Westwell (British) (Lead Independent Director)C BeggsMJ Cuambe (Mozambican)MBN DubeM Flöel (German)KC Harper (American)GMB KennealyNNA MatyumzaZM MkhizeMEK NkeliPJ Robertson (American and British)

    1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR

    1.1 Introduction

    1.1.1 Sasol Shareholders are referred to the announcement released on Friday, 2 October 2020 in which, amongst other matters, Sasol Shareholders were advised that Sasol Chemicals had concluded a suite of agreements with the LyondellBasell Group to dispose of a 50% interest in LIP, a newly formed limited liability company established in Delaware, USA and to create the Joint Venture, as more fully set out in this Circular. The Disposal and the simultaneous creation of the Joint Venture is subject to obtaining the requisite approval of Sasol Shareholders pursuant to the Resolutions and subject to various conditions precedent in the Membership Interest Purchase Agreement.

    1.1.2 The Disposal constitutes a Category 1 Transaction in terms of the JSE Listings Requirements which requires the approval of Sasol Shareholders by way of an ordinary resolution.

    1.2 Purpose of this Circular

    The purpose of this Circular is to:

    1.2.1 provide Sasol Shareholders with the requisite information in accordance with the JSE Listings Requirements and the Companies Act to enable them to make an informed decision in respect of the Disposal and the Joint Venture and the proposed Resolutions; and

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    1.2.2 convene the General Meeting at which the Resolutions necessary to approve and implement the Disposal and the Joint Venture, as more fully detailed in this Circular, will be considered and, if deemed fit, approved by Sasol Shareholders. The Notice of General Meeting is attached to and forms part of this Circular.

    2. TRANSACTION OVERVIEW

    2.1 Sasol Chemicals has concluded a suite of agreements and term sheets (including the Transaction Material Agreements) with members of the LyondellBasell Group, the effect of which is the disposal of the Sale Interest and certain of the Transfer Contracts to LyondellBasell Offtake, the disposal of the Target Business and Sale Land to LIP and the creation of the Joint Venture.

    2.2 The Transaction Material Agreements and some of the suite of agreements and term sheets are diagrammatically depicted below.

    Sasol Chemicals Equistar

    LIP

    LCCP Cracker

    LLDPE / LDPE

    Sales to Third Parties

    Operating Service AgreementGoverns the operations of the

    transaction perimeter

    Services Agreements (including TSA)

    Services--JVCo from/to Sasol

    Employee Matters AgreementAddresses LyondellBasell Offtake hiring of

    employees at site

    Merchant Ethylene & Co-Products

    ntTolling AgreementUse of LIP (or other) pipelines and infrastructure, and all offtake and

    processing, relating to bringing ethane into the LIP assets, and producing

    polyethylene and co-products on behalf of the partners

    Business Separation Agreement

    Contribution of assets from Sasol to LIP

    Membership Interest Purchase Agreement (MIPA)

    LyondellBasell Offtake purchase of 50% of LIP & real estate

    LLC AgreementGoverns LIP

    MarketingEquistar 100% sale of Sasol’s

    polyethyleneSales to Third Parties

    No agreements necessary(each party independently controls third

    party sales of these products)

    Sasol Limited LyondellBasell

    LyondellBasell LC Offtake LLC

    Operator of LIP

    AssetCompany Agreements with Equistar

    50%50%

    100% 100% 100%

    Agreements with LyondellBasell Offtake

    2.3 Sasol Chemicals will pursuant to the Business Separation Agreement, transfer:

    2.3.1 the Target Business (including the LIP Transfer Assets) to LIP in exchange for the assumption by LIP of certain liabilities of Sasol Chemicals relating to the Target Business, excluding those in paragraph 16.3.2 on page 29 of this Circular; and

    2.3.2 certain of the Transfer Contracts to LIP and LyondellBasell Offtake (or its designated affiliates) in exchange for the assumption by LyondellBasell Offtake (or such designated affiliates), as applicable, of certain liabilities of Sasol Chemicals relating to those Transfer Contracts.

    2.4 Sasol Chemicals has pursuant to the Membership Interest Purchase Agreement agreed to transfer the Sale Land to LIP. Pending the transfer of the Sale Land to LIP, Sasol Chemicals will, in terms of the ground lease agreement between it and LIP, lease to LIP certain portions of the Lake Charles Property, being that area on which the Target Business is conducted and grant to LIP, non-exclusive servitudes and rights of way as are more fully set forth in that agreement, with effect from the Effective Date until such time as full ownership of the Sale Land is transferred to LIP. The transfer of the Sale Land to LIP will occur as soon as practicably possible after the Effective Date. The consideration for the Sale Land forms part of the Disposal Consideration.

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    2.5 Accordingly, LIP will, following the implementation of the Business Separation Agreement own the Target Business (including the LIP Transfer Assets) and in terms of the Membership Interest Purchase Agreement own the Sale Land. Sasol Chemicals will retain full ownership of the Retained Business and the remainder of the Lake Charles Property.

    2.6 As consequence of the Disposal, the Joint Venture will be simultaneously created through various agreements that will determine, inter alia, the future operating and governance arrangements of the Target Business, the marketing arrangements for all of Sasol Chemicals’ LLDPE and LDPE produced for it by LIP in terms of the Tolling Agreement Term Sheet or the tolling agreement once concluded, as well as benefits that would accrue to the Retained Business from the Joint Venture as more fully set out in paragraphs 4.3.1 and 5.3 on pages 22, 23, 25 and 26 of this Circular.

    2.7 LyondellBasell Offtake is a wholly-owned subsidiary of LyondellBasell. The LyondellBasell Group is one of the leading worldwide producers of olefins and polyolefins including polyethylene and polypropylene. It operates 22 olefins and polyolefins facilities globally with capacity to produce approximately 7.6 million tons of ethylene, 5.3 million tons of polyethylene and 5.5 million tons of polypropylene as of December 2019. The majority of these polyolefins production facilities are in North America. As of December 2019 and based on published capacity data, LyondellBasell is ranked as the third largest producer of ethylene in North America, fourth largest producer of polyethylene in North America, and the largest producer of polyethylene in Europe.

    2.8 Sasol, Sasol Chemicals, LIP, LyondellBasell Offtake and Lyondell Chemicals concluded the Membership Interest Purchase Agreement on 1 October 2020, pursuant to which, inter alia, LyondellBasell Offtake will acquire the Sale Interest from Sasol Chemicals and will pay the Disposal Consideration, being an amount of USD2 billion, subject to closing adjustments as set out in that agreement. Pursuant to the Disposal, LyondellBasell Offtake will become the owner of the Sale Interest and Sasol Chemicals will own the remaining 50% interest in LIP.

    2.9 Each of Sasol Chemicals and LyondellBasell Offtake has concluded Tolling Agreements Term Sheets with LIP pursuant to which each of them will supply LIP with their respective ethane and other feedstock which LIP will process into ethylene and polyethylene products. Those products will be allocated to each of Sasol Chemicals and LyondellBasell Offtake in an amount corresponding to each such party’s ownership interest in LIP (subject to reduction if a party does not provide ethane and other feedstock in proportion to such party’s ownership interest in LIP). Each of Sasol Chemicals and LyondellBasell Offtake will pay LIP a fee for processing the ethane and other feedstock into ethylene, polyethylene and/or other required products, which fee is determined on a cost recovery basis having regard to each of Sasol Chemicals’ and LyondellBasell Offtake’s share of LIP’s fixed and variable monthly operating costs. LIP will only be responsible for the manufacturing of ethylene and polyethylene products. Sasol Chemicals and LyondellBasell Offtake will take ownership of the products and Equistar will be responsible for marketing and selling of any products to customers in accordance with the Marketing Agreement.

    2.10 The Target Business will be operated by Equistar (an affiliate of LyondellBasell) and will be reimbursed for the actual cost incurred by it in operating the Target Business. LIP and Equistar have for this purpose entered into the Operating Services Agreement pursuant to which Equistar will provide LIP with operations, maintenance, commercial operations and other related services. The agreement is for a 20-year term and will automatically renew for successive five-year periods, unless either LIP or Equistar has given a two-year notice prior to the expiration

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    of the term. Equistar or any of its affiliates will employ employees who will be responsible for the operations, maintenance and support services of the Target Business. It will offer employment to the current employees of Sasol Chemicals employed in the Target Business, and Sasol Chemicals will have no further obligations in respect of those employees. LIP will have no employees and will operate mainly on a cost recovery basis in terms of the principles in the Tolling Agreements Term Sheets (and the tolling agreements once concluded).

    2.11 Sasol Chemicals and Equistar have entered into the Marketing Agreement pursuant to which Equistar is appointed as an independent contractor and Equistar will exclusively market and sell, in consideration for a fee, all of Sasol Chemicals’ LLDPE and LDPE produced by LIP to customers on a worldwide basis. Equistar will market and sell LyondellBasell Offtake’s and Sasol Chemicals’ LLDPE and LDPE produced by LIP on a pari passu basis based on the amount of such products as received by each of Sasol Chemicals and LyondellBasell Offtake from LIP. Sasol and LyondellBasell Offtake will not market or sell or engage any person to market or sell their products.

    2.12 The Marketing Agreement is for a term of five years and will be renewable for successive five year terms, unless a party thereto has given notice to the other party two years prior to the expiry of the term, of non-renewal of the agreement. Equistar will pay Sasol Chemicals when it receives payment from its customers but will be liable to Sasol Chemicals for any payment that the customer has not made on due date. Sasol Chemicals will pay Equistar a commission based on the net price invoiced in respect of the product sold, and will also pay for all variable distribution costs (such as rail and shipping costs) from the Lake Charles Property to the customer. During the 5-year term the agreement may be terminated if agreed sales plan targets are not achieved by Equistar.

    2.13 The Disposal is expected to close no later than the first quarter of 2021, following the fulfilment or waiver of the conditions precedent to the Membership Interest Purchase Agreement, details of which conditions precedent are set out in paragraph 6.1.2 on pages 26 and 27 of this Circular. The Disposal Consideration will be paid to Sasol Chemicals upon closing of the Disposal, subject to closing adjustments.

    3. DISPOSAL CONSIDERATION ADJUSTMENTS AND ESCROW AMOUNTS

    3.1 The Disposal Consideration will be payable by LyondellBasell Offtake to Sasol Chemicals on the Effective Date, subject to certain adjustments thereon as set out in this paragraph 3 and detailed in the Membership Interest Purchase Agreement.

    3.2 The Disposal Consideration is a base amount of USD2 billion minus:

    3.2.1 the amount of USD47 million in lieu of the accounts receivable and accounts payable as of the Effective Date of Target Business, retained by Sasol Chemicals (see paragraph 6.3.2 on page 29 of this Circular);

    3.2.2 undisclosed indebtedness of the Target Business (not included in the schedules to the Membership Interest Purchase Agreement) in the form of loans and financial leases at the Effective Date. It is anticipated that there will be no such undisclosed indebtedness;

    3.2.3 any reduction in the value of the LIP Transfer Assets arising from force majeure during the period from signature date of the Membership Interest Purchase Agreement to the Effective Date. Any reduction in the value will be determined by agreement between the parties and failing agreement, in terms of the process set out in the Membership Interest Purchase Agreement;

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    3.2.4 an amount not exceeding USD7,5 million in respect of any indemnity given by Sasol Chemicals which becomes due and payable, arising from claims for breach of representation and warranties given by Sasol Chemicals to LyondellBasell Offtake in terms of the Membership Interest Purchase Agreement;

    3.2.5 any amount to be incurred in the event that the following assets are not fully operational as required in terms of the Membership Interest Purchase Agreement by the Effective Date:

    3.2.5.1 the LDPE unit damaged as a result of the January 2020 explosion; and

    3.2.5.2 the LIP Transfer Assets (having regard to the impact of Hurricane Laura and applicable laws and safety standards).

    The amount is restricted to a maximum of six months’ potential loss of contribution margin by LyondellBasell Offtake, however, Sasol Chemicals expects that the assets will be fully operational by the Effective Date, which will limit any potential loss. Any such amount will be determined by agreement between the parties and failing agreement, in terms of the process set out in the Membership Interest Purchase Agreement.

    3.2.6 50% of the premiums, broker commission, underwriting fee and surplus lines, tax with respect to the representation and warranty insurance, such amount not exceeding USD2,3 million; plus

    3.2.7 to the extent that consent to the assignment of a licence agreement with third party to LIP has been obtained, an amount will be payable to the third party, but Sasol is not in a position to disclose the proposed terms of the assignment which are still under negotiation, due to confidentiality undertakings. The amount under consideration is immaterial in relation to the Disposal Consideration.

    3.3 A portion of the Disposal Consideration could be held in escrow for up to six months from the Effective Date to cover certain potential liabilities, specifically related to the items noted in paragraph 3.2.5 on page 20 of this Circular if agreed operational specifications are not met by the Effective Date. The amount has not yet been agreed and the parties will meet 30 days before the Effective Date to determine whether or not the escrow is required based on the operational performance of the Target Business at that time. If the escrow is required, the parties will at that time determine the escrow amount required. Sasol expects that the escrow amount will not exceed USD130 million but should be considerably lower as Sasol expects that the start-up of the units will be completed well in advance of the six-month period covered under the escrow.

    4. RATIONALE FOR THE DISPOSAL AND THE CREATION OF THE JOINT VENTURE

    4.1 Overview

    4.1.1 In early 2020, Sasol faced an unexpected collapse in the oil price, a significantly weaker Rand/US dollar exchange rate and an unprecedented global economic slowdown as a result of the worldwide COVID-19 pandemic. These events came at a time when Sasol was already facing significantly elevated levels of debt principally due to the construction of the LCCP in the USA, which is now in the final phase of construction. In March 2020 Sasol announced a comprehensive response plan to address these unprecedented circumstances. The first phase of the plan targeted delivering USD6 billion of cash incremental to the prevailing plan

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    by June 2021, including key components referred to in paragraph 4.2.2 on page 21 of this Circular. This response plan, which included decisive action to reduce Sasol’s debt and an intention to reset Sasol’s strategy to improve long-term shareholder returns in a lower oil price environment. In June 2020, Sasol announced the outline of this updated strategy (“Future Sasol Strategy”), a key part of which is to increase focus on specialty chemicals. The Disposal and the creation of the Joint Venture together represent a significant step in achieving Sasol’s financial and strategic objectives by materially reducing net debt and catalysing a rapid shift towards the Future Sasol Strategy. Sasol will also continue to have an integrated ethylene value chain at Lake Charles based on low cost on-site ethylene. This will enable Sasol to protect the profitability of its US Performance Chemicals Business.

    4.1.2 The Disposal (and the consequent creation of the Joint Venture) was undertaken following a competitive process in which Sasol explored a number of potential constructs in order to determine what would realise the most value whilst protecting Sasol’s long-term strategic priorities. Through this process it became clear that the proposal that offered the best combination of upfront and long-term value was that provided in the Disposal to LyondellBasell Offtake.

    4.2 Context

    Financial

    4.2.1 At the start of 2020, Sasol’s balance sheet had debt significantly above normal levels. Deleveraging was expected to take place shortly after the construction at the LCCP came to a conclusion and production ramped up. At this point the unexpected impact of COVID-19 and the rapid decline of oil and chemical prices resulted instead in a significant further increase in leverage. In response to this Sasol announced a comprehensive package of measures in March 2020.

    4.2.2 This response plan focused on three key components to reduce net debt, all of which remain important to create a sustainable capital structure:

    4.2.2.1 Cash improvement: A cash conservation programme, based on “self-help” measures, targeting the delivery of USD1 billion cash improvement by June 2020 and a further USD1 billion by June 2021;

    4.2.2.2 Disposals: An accelerated and expanded asset disposal programme to be executed in line with balance sheet, shareholder value and strategic objectives; and

    4.2.2.3 Equity raising: A possible rights issue of up to USD2 billion, subject to prevailing funding requirements.

    4.2.3 At Sasol’s 2020 financial year-end results it was announced that the USD1 billion cash improvement by June 2020 had been achieved with plans in place to achieve the further USD1 billion of cash improvement by June 2021.

    4.2.4 The Disposal forms a critical part of the expanded disposal programme and the overall response plan.

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    Strategic

    4.2.5 As presented at its Capital Markets Day in 2017, Sasol was intending to grow the specialty chemicals business and participate only selectively in commodity chemicals. This was motivated by the fact that commodity chemicals typically have a high level of exposure to cyclical pricing. Sustainable value creation therefore requires feedstock, technology or market leadership.

    4.2.6 Since 2017, the outlook for commodity chemicals has become much more challenging with ongoing oversupply now widely expected. This has been exacerbated by the recent, unexpected collapse in the oil price and the unprecedented global economic impact of the COVID-19 pandemic.

    4.2.7 As a result, Sasol announced the key framework of an update to its strategy in June 2020. As part of this strategy, given these expected pricing trends and Sasol’s current business positioning, the Sasol Group’s Chemicals business will increase its focus on activities in speciality chemicals where it has differentiated capabilities and strong market positions. This enhanced focus is intended to help achieve the objectives of the updated strategy of enhanced cash generation, value realisation for shareholders and business sustainability in a lower oil price environment.

    4.3 Rationale for the Disposal and the consequent creation of the Joint Venture

    4.3.1 Sasol believes that the Disposal has the following compelling benefits for its shareholders:

    4.3.1.1 Reduced leverage: The Disposal is a critical part of Sasol’s response plan to reduce debt, improve debt covenant compliance and enhance liquidity. As a result of the Transaction net debt, before lease liabilities, is expected to reduce materially from approximately USD10 billion to approximately USD8 billion significantly improving Sasol’s financial position;

    4.3.1.2 Accelerated delivery on strategic objectives: Sasol will continue to have full ownership and control of the Retained Business, which is consistent with its strategic ambition of increased focus on a global specialty chemicals portfolio. This portfolio has well-established capabilities and potential for long-term profitability in a number of product categories including Ziegler and Guerbet alcohols, in which Sasol already has a strong market position. Such specialty chemicals products are expected to have a more resilient long-term demand outlook than commodity chemicals;

    4.3.1.3 Integrated value chain retained: The Retained Business will benefit from low cost onsite ethylene both from the Target Business and the Original Cracker on the Lake Charles Property. This access to low cost ethylene feedstock will help protect the profitability of the Retained Business;

    4.3.1.4 Well defined partnership with a proven operator: Sasol will continue to have substantial ongoing participation in the Target Business as a Joint Venture partner. Clearly defined governance and on-site partnership arrangements with a world-class group that has significant global ethylene and polyethylene production expertise should create a strong platform for a highly productive relationship;

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    4.3.1.5 Upside participation: Through the 50% interest in LIP and the Joint Venture, Sasol will benefit from the upside when the macroeconomic environment improves; and

    4.3.1.6 Growth optionality: Sasol Chemicals will retain ownership of the remainder of the Lake Charles Property and will be able to utilise vacant land to develop further facilities on the Lake Charles Property. This provides Sasol Chemicals with further growth opportunities for its US Performance Chemicals Business. Sasol Chemicals should also be able to secure further ethylene feedstock from a potential expansion of the LCCP Cracker to enable future growth of its US Performance Chemicals Business.

    4.4 Prospects

    The Disposal represents a significant step forward in delivering the Company’s response plan. Proceeds from the Disposal, combined with the progress in achieving the short-term cash improvement measures should significantly enhance the Company’s liquidity and leverage position. The Company continues to work towards a rights issue as the final step of the response plan. It is intended to execute such a rights issue in the second half of financial year 2021 when the Disposal has been closed and further detail of the updated strategy has been disclosed. This will enable Sasol Shareholders to have more clarity on the Company’s future and should allow Sasol to undertake the rights issue from a materially stronger financial and strategic position. Consistent with the response plan announced in March 2020, it is currently expected to target proceeds of up to USD2 billion from the rights issue. The amount to be raised will depend on prevailing operating and market conditions as well as other initiatives, such as further disposals, that Sasol may implement consistent with its Future Sasol Strategy reset. The Disposal will contribute substantially towards the Company’s debt reduction plan.

    5. DESCRIPTION OF THE LIP TRANSFER ASSETS AND RETAINED BUSINESS

    5.1 The Sasol operations on the Lake Charles Property

    5.1.1 The operations on the Lake Charles Property are the Sasol Group’s largest operations in the USA. These operations are leading safety performers in the USA and comply with environmental legislation.

    5.1.2 The operations are comprised of:

    5.1.2.1 the Target Business, which includes the LCCP Cracker which produces ethylene from ethane. Ethylene and supplementary feedstock are converted to LLDPE and LDPE with various utilisations in shopping bags, plastic films, industrial tubing and others;

    5.1.2.2 the Retained Business, being principally the US Performance Chemicals Business which is referred to paragraph 5.3 on pages 25 and 26 of this Circular. of this Circular, as well as the Original Cracker.

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    5.1.3 The Target Business and the Retained Business are diagrammatically depicted below.

    5.3.2.4

    5.3.2.3

    - 34 -

    5.1.3. The Target Business and the Retained Business are diagrammatically depicted below.

    5.2. The Target Business

    5.2.1. The Target Business includes the following units which will be transferred to LIP prior to

    completion of the Disposal, among other assets specified in the Business Separation

    Agreement –

    5.2.1.1. the LCCP Cracker, which reached beneficial operation in August 2019, produces

    ethylene from ethane feedstock and has a capacity of 1 540 ktpa;

    5.2.1.2. the LDPE plant, with a capacity of 420 ktpa of polyethylene, which is being

    commissioned following the repairs to damage from an explosion earlier this year.

    Commissioning is expected to be complete in the fourth quarter of 2020;

    Target Business

    Oxygen

    External Alcohol

    Ethane

    Ethane

    KeroseneBenzene

    AluminumLC Alumina

    EthyleneOxide

    Polyethylene

    EO value chain

    ZAG

    1-Hexene &1-Octene

    Paraffins

    UHPA

    LAB

    LLDPE

    LDPE

    MEG

    Ethoxylates1, 2 & 3

    PEO

    Ethoxylates4 & 5

    Alumina Existing Ziegler

    New Ziegler

    GuerbetAlcohols

    Co-monomers

    LABn-Paraffin extraction

    Purification

    LCCP Cracker

    Original Cracker

    Retained Business

    West Utilities

    East Utilities

    5.2.1.1

    5.3.1

    5.2.1.2

    5.2.1.3

    5.3.2.1

    5.3.2.2

    5.2.1.4

    5.3.2.1

    5.3.2.1

    5.3.2.1

    5.2 The Target Business

    5.2.1 The Target Business includes the following units which will be transferred to LIP prior to completion of the Disposal, among other assets specified in the Business Separation Agreement:

    5.2.1.1 the LCCP Cracker, which reached beneficial operation in August 2019, produces ethylene from ethane feedstock and has a capacity of 1 540 ktpa;

    5.2.1.2 the LDPE plant, with a capacity of 420 ktpa of polyethylene, which is being commissioned following the repairs to damage from an explosion earlier this year. Commissioning is expected to be complete in the fourth quarter of 2020;

    5.2.1.3 the LLDPE plant, with a capacity of 471 ktpa of polyethylene, completed in mid-2019 which is currently running at 95% to 100% of monthly planned targets; and

    5.2.1.4 selected supporting utility, offsite and infrastructure units on the west side of the Lake Charles Property mainly comprising the steam and water treatment units and various infrastructure including the storm water and firewater detention ponds.

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    5.2.2 The Sale Land on which the Target Business is situated (and on which the Target Business will be conducted) will form part of the assets to be transferred to LIP by Sasol Chemicals for no consideration. The value of these assets has been taken into account in determining the Disposal Consideration to be received from LyondellBasell Offtake.

    5.2.3 A further update on the start-up of operations at the units included in the LIP Transfer Assets will be provided on SENS closer to the General Meeting.

    5.3 Retained Business

    5.3.1 The Retained Business comprises principally of the US Performance Chemicals Business, as well as the Original Cracker (which operates with a capacity of approximately 460 ktpa), located at the Lake Charles Property.

    5.3.2 The US Performance Chemicals Business consists of:

    5.3.2.1 the ethylene oxide value chain which consists of a new 300 ktpa ethylene oxide unit and a new 100 ktpa ethoxylation unit. Production of ethylene oxide from the new unit displaces external purchases used to feed the existing ethoxylation units, as well as feeds into the new ethoxylation unit, and ethylene glycol unit. The new ethoxylation unit supplements existing capacity (115-120 ktpa) at the Lake Charles Property, as well as production capacity in Europe and China;

    5.3.2.2 the new Ziegler alcohol unit which supplements the existing Ziegler unit (140 ktpa) at the Lake Charles Property and adds to Sasol’s global production of alcohols. The new Ziegler unit is the largest of its kind in the world adding nameplate capacity of 173 ktpa of alcohol. The output will be used both for feedstock to derivative ethoxylation units and sales to the merchant market;

    5.3.2.3 the new alumina unit (30 ktpa) which supplements an existing alumina unit (23 ktpa) at the Lake Charles Property and Europe. The additional capacity enables Sasol to supply to the increasing market demand for tailor-made, high purity alumina products;

    5.3.2.4 the new Guerbet alcohols (30 ktpa) unit will add to Sasol’s global production capacity, and provide customers with expanded access to a more efficient global supply chain; and

    5.3.2.5 other Performance Chemicals legacy units including a tetramerization unit producing 1-hexene and 1-octene, a linear alkyl benzene producing unit, paraffin extraction unit producing paraffins and the hydrogenation unit producing LPA solvent.

    5.3.3 Sasol Chemicals will continue to own the remainder of the Lake Charles Property on which the Retained Business is situated, including the vacant land.

    5.3.4 A Sasol Chemicals controlled site committee will be established at the Lake Charles Property to determine the way in which remaining unutilised portions of the Lake Charles Property will be made available for expansion of the Target Business, the Retained Business and/or potentially to third parties.

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    5.3.5 The Lake Charles Property has excellent connectivity by pipeline and rail (some of which is leased and some of which is owned by Sasol Chemicals, the latter forming part of the LIP Transfer Assets) to the main ethane supplier and to the main natural gas supplier. In addition, its proximity to the USA Gulf Coast makes it possible to ship products to customers worldwide.

    5.3.6 Sasol requires ethylene for its Retained Business. That ethylene will be obtained either internally using the Original Cracker or from the share which will be received by Sasol Chemicals from LIP in terms of the Tolling Agreement Term Sheet (and when it is replaced in terms of the tolling agreement to be concluded between Sasol Chemicals and LIP).

    5.4 Utilities and other Site Services

    5.4.1 Utilities, including steam and water utilities, will be supplied as required either by Sasol Chemicals to LIP or by LIP to Sasol Chemicals at cost plus a margin of 3%.

    5.4.2 Various service agreements will be put in place whereby interdependent services will be delivered between LIP and Sasol Chemicals due to the integrated nature of the site, including laboratory, warehousing, control room and other services. These services will be provided at cost.

    6. KEY TERMS OF THE DISPOSAL AND THE JOINT VENTURE

    6.1 Membership Interest Purchase Agreement

    6.1.1 In terms of this agreement, Sasol Chemicals will sell the Sale Interest and certain of the Transfer Contracts to LyondellBasell Offtake for the Disposal Consideration.

    6.1.2 The Disposal is subject to the fulfilment or waiver, where capable of waiver, of customary conditions precedent, by no later than 31 March 2021 (however, that Sasol Chemicals and LyondellBasell Offtake have agreed to use commercially reasonable efforts to consummate the Transaction no later than 31 December 2020), including the following important conditions precedent:

    6.1.2.1 approval of the indivisible transactions contemplated in the Transaction Material Agreements by Sasol Shareholders shall have been obtained;

    6.1.2.2 all competition or anti-trust approvals applicable to the Transaction in all relevant jurisdictions shall have been obtained;

    6.1.2.3 the parties shall have performed and complied with their respective obligations under the Membership Interest Purchase Agreement;

    6.1.2.4 absence of any order, law or other action making illegal, prohibiting or restraining the Transaction;

    6.1.2.5 the Target Business has been transferred to LIP;

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    6.1.2.6 obtaining of the consents or waivers of any third parties to enable the Target Business to be transferred to LIP and the Transaction to be implemented, in particular consents required from key technology licence providers. Sasol is engaging the relevant licence providers and initial indications are that some assignment fee may be payable and certain protocols may be put in place in order to obtain consent; and

    6.1.2.7 absence of material adverse effect on the business, operations, assets and other conditions of the parties.

    6.1.3 The Disposal Consideration will be payable by LyondellBasell Offtake to Sasol Chemicals on the Effective Date, subject to certain adjustments set out in paragraph 3 on pages 19 and 20 of this Circular.

    6.1.4 A portion of the Disposal Consideration in the amount of USD7,5 million (being Sasol Chemicals’ 50% portion of the deductible under the representation and warranty insurance policy) will be held in another escrow account to cover certain potential liabilities of Sasol Chemicals that may arise from breaches by Sasol Chemicals of certain obligations and/or representations and warranties provided by it in terms of the agreement. This amount is in addition to the amount of representation and warranty insurance policy premium referred to in paragraph 6.1.6 on page 27 of this Circular, which also covers breaches by Sasol Chemicals of the terms of the agreement. The escrow amount will remain in the escrow account for a period of 12 months from the Effective Date and if after that date there is any amount remaining in the escrow account, such amount will be released to Sasol Chemicals less the amount of any good faith claims that may have been made by LyondellBasell Offtake prior to the expiry of the 12-month period.

    6.1.5 If the agreement is terminated due to, inter alia, failure to obtain approval of the Sasol Shareholders in relation to the Disposal and at any time during the six months following the date of such termination, Sasol Chemicals or any of its affiliates enters into any proposal or other agreement for an alternative transaction with a third party, then Sasol Chemicals will pay to LyondellBasell Offtake an amount of USD40 million following the earlier to occur of (i) the consummation of such alternative transaction and (ii) the twelve (12) month anniversary of the date of entry into such proposal or other agreement for an alternative transaction.

    6.1.6 Sasol Chemicals has given LyondellBasell Offtake customary representations and warranties for transactions of this nature, including those relating to environmental issues, taxes and so forth. LyondellBasell Offtake has taken up a buyer-side representation and warranty insurance policy to cover representations and warranties given by Sasol Chemicals in terms of the agreement, in case of a breach thereof. The insurance policy premiums will be borne by Sasol Chemicals and LyondellBasell Offtake on an equal basis.

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    6.1.7 Each of Sasol Chemicals or LyondellBasell Offtake may also terminate the agreement if:

    6.1.7.1 any governmental authority has enacted any order or law that prohibits the consummation of the Transaction, subject to certain exceptions;

    6.1.7.2 the Transaction has not been consummated by 31 March 2021; and

    6.1.7.3 there is a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by the other party resulting in the failure of satisfaction of conditions relating to (a) the truthfulness and correctness of the representations and warranties given by such other party and (b) the performance and compliance, in all material respects, with the agreements, covenants and obligations required to be performed or complied with by such other party at or before the Effective Date and such other party has failed to remedy such breach within thirty days from receipt of notice from the terminating party.

    6.2 The Limited Liability Company Agreement

    6.2.1 In terms of this agreement, the Original Limited Liability Company Agreement is amended and restated in order to, among other things, admit LyondellBasell Offtake as a member owning 50% of the membership interests in LIP and to set forth the governance terms of the Joint Venture.

    6.2.2 For a period of two years after the Effective Date, no member may transfer any of its membership interests in LIP to a non-affiliate without the prior consent of the other member, unless such transfer is an affiliate of the transferring member.

    6.2.3 Each member’s membership interests are subject to certain transfer restrictions, including a right of first refusal in the event the other member wishes to sell its interest to a third party and tag-along rights if the other member wishes to sell its interest to a third party after first complying with the right of first refusal. Each member also has a pre-emptive right in the case of the issuance of additional ownership interests in LIP.

    6.2.4 If a member (a) has encumbered its interest and the creditor wishes to enforce its rights in relation to such encumbrance; (b) has been dissolved or wound-up (unless the distribute of the member’s membership interest is a subsidiary of such member’s parent company) or becomes bankrupt or (c) or its parent has undergone a change of control and has not offered its membership interest to the other member prior to such change of control then there is a forced sale provision at fair market value.

    6.2.5 The right to participate in certain expansion projects related to debottlenecking of the LCCP Cracker is specific to Sasol Chemicals and cannot be transferred if Sasol Chemicals sells its interest in LIP. If there is a change of control of Sasol Chemicals or Sasol, the right to participate in the expansion of the LCCP Cracker automatically terminates.

    6.2.6 The members are entitled to compete with LIP and the corporate opportunities doctrine has been waived by each member of LIP.

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    6.2.7 Sasol Chemicals and LyondellBasell Offtake as members in LIP may be called up to provide funding to LIP including as required by the then effective annual budget of LIP or as the management committee of LIP may otherwise determine. If any member fails to fund a mandatory capital call, in addition to the other remedies, the other member could elect to fund such shortfall as an interest-bearing loan, which would be converted to a capital contribution of such funding member if not paid within two months from the date of the loan. The defaulting member grants a member who has made advances on behalf of the defaulting member’s behalf a security interest in its membership interests. Each member of LIP also has the right to cure the other member’s or its affiliates’ payment default owed to LIP with respect to any affiliate contract by electing to fund such shortfall as an interest-bearing loan, which is converted to a capital contribution of such funding member if not repaid within three months from the date of the loan.

    6.3 The Business Separation Agreement

    6.3.1 In terms of the Business Separation Agreement Sasol Chemicals will transfer:

    6.3.1.1 the LIP Transfer Assets and the Target Business to LIP and LIP will assume certain liabilities of Sasol Chemicals relating to the ownership by Sasol Chemicals of the LIP Transfer Assets and/or operation by Sasol Chemicals of the Target Business; and

    6.3.1.2 certain of the Transfer Contracts to LIP and LyondellBasell Offtake (or its designated affiliate) and LIP and LyondellBasell Offtake (or such designated affiliate) will assume certain liabilities of Sasol Chemicals under those Transfer Contracts.

    6.3.2 Sasol Chemicals will retain the Retained Business (including the assets relating thereto) as well as related liabilities. Sasol Chemicals will also retain the accounts receivable and accounts payable relating to the Target Business at the Effective Date and instead there will be an adjustment to the Disposal Consideration of USD47 million. The net effect of this is expected to be cash neutral for Sasol Chemicals.

    6.3.3 Neither Sasol Chemicals nor any member of the Sasol Group makes any representation or warranty to LIP regarding any matter whatsoever, including any representation or warranty with respect to, inter alia, the condition or the value of any LIP Transfer Assets or the amount of any assumed liability, non-infringement of the intellectual property of any person or any fitness for a particular purpose or title of the LIP Transfer Assets.

    6.3.4 Each of LIP and LyondellBasell Offtake will indemnify members of the Sasol Group against any claims that may arise in relation to, among other things, their respective assumed liabilities and performance of obligations thereunder pursuant to the terms of the Business Separation Agreement.

    6.3.5 Sasol Group will indemnify LIP, LyondellBasell Offtake and their respective affiliates against any claims that may arise in relation to, among other things, liabilities of the Retained Business and performance of obligations thereunder pursuant to the terms of the Bus