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Sasol Financing USA LLC Announces Results of Cash Tender Offer for Any and All Outstanding Debt Securities
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
(Equity issuer)
Sasol Financing Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1998/019838/06)
Company code: SFIE
LEI: 378900A5BC68CC18C276
(Debt issuer)
SASOL FINANCING USA LLC ANNOUNCES RESULTS OF CASH TENDER OFFER FOR ANY
AND ALL OUTSTANDING DEBT SECURITIES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION
OR DISTRIBUTION IS UNLAWFUL
Sasol Financing USA LLC (NYSE: SSL) ("Sasol" or the "Company") announced today the results of
its previously announced tender offer (the "Any and All Tender Offer") to purchase for cash any and all
of its outstanding 6.500% Notes due 2028 (the "2028 Notes"). The Any and All Tender Offer is being
made pursuant to the terms and conditions set forth in the Offer to Purchase dated March 30, 2026
(the "Offer to Purchase") and the related Notice of Guaranteed Delivery. The Company refers
investors to the Offer to Purchase for the complete terms and conditions of the Any and All Tender
Offer. Unless otherwise defined herein, terms defined in the Offer to Purchase (as defined below) are
used herein as therein defined.
As of 5:00 p.m., New York City time, on April 6, 2026 (such date and time, the "Any and All Tender
Offer Expiration Date"), according to information provided to Kroll Issuer Services Limited, the tender
agent for the Any and All Tender Offer, the aggregate principal amount of 2028 Notes listed in the
table below has been validly tendered and not validly withdrawn. As of the date hereof, tender
instructions for $236,000 aggregate principal amount of 2028 Notes have been received using the
Notice of Guaranteed Delivery procedures described in the Offer to Purchase. The Any and All
Guaranteed Delivery Expiration Date is 5:00 p.m., New York City time, on April 8, 2026. Withdrawal
rights for the 2028 Notes expired at 5:00 p.m., New York City time, on the Any and All Tender Offer
Expiration Date.
Aggregate Aggregate
Principal Principal
Total Listing
Principal Amount of 2028 Amount of 2028
Consideration (2) (3) Venue
Title of CUSIP/ ISIN Amount Notes Validly Notes Accepted
Security Number Outstanding(1) Tendered(4) for Purchase (5)
New
York
6.500% notes 80386W AB1/
$750,000,000 $416,204,000 $416,204,000 $1,012.50 Stock
due 2028 US80386WAB19
Exchan
ge
(1) Principal amount outstanding as of the Commencement Date.
(2) U.S. Dollars per $1,000 principal amount of 2028 Notes.
(3) Does not include Accrued Interest, which will also be payable as provided herein.
(4) Excluding 2028 Notes tendered using Notice of Guaranteed Delivery procedures.
(5) Subject to the valid tender of the 2028 Notes tendered by Notice of Guaranteed Delivery.
Subject to the satisfaction or waiver of the conditions to the Any and All Tender Offer, the Company
expects to accept for purchase all 2028 Notes that were validly tendered at or prior to the Any and All
Tender Offer Expiration Date. The Company expects to make payment for the accepted 2028 Notes
on April 10, 2026 (the "Any and All Tender Offer Settlement Date"). The Company intends to fund the
purchase of validly tendered and accepted 2028 Notes on the Any and All Tender Offer Settlement
Date with the net proceeds from the Debt Financing (as defined herein).
The Any and All Tender Offer is conditioned upon, among other things, the successful completion (in
the sole determination of the Company) of one or more debt financing transactions raising aggregate
gross proceeds of an amount at least equal to $750,000,000 (the "Debt Financing" and such
condition, the "Financing Condition"). The Company expects to satisfy the Financing Condition with
the closing of its offering of new 8.750% senior notes due 2033, which is expected to occur on April
10, 2026. However, no assurances can be given that the Company will complete the Debt Financing.
The consideration to be paid for the 2028 Notes validly tendered and not validly withdrawn
per $1,000 principal amount of such 2028 Notes validly tendered and accepted for purchase pursuant
to the Any and All Tender Offer is the amount set forth in the table above under the heading "Total
Consideration." Each holder who validly tendered and did not validly withdraw its 2028 Notes at or
prior to the Any and All Tender Offer Expiration Date and whose 2028 Notes are accepted for
purchase will be entitled to receive the applicable "Total Consideration" set forth in the table above
under the heading "Total Consideration." All holders of 2028 Notes accepted for purchase will also
receive accrued interest from, and including, the most recent applicable interest payment date
preceding the Any and All Tender Offer Settlement Date to, but not including, the Any and All Tender
Offer Settlement Date.
Information relating to the any and all tender offer
The complete terms and conditions of the Any and All Tender Offer are set forth in the Offer to
Purchase. Investors with questions regarding the terms and conditions of the Any and All Tender Offer
may contact J.P. Morgan Securities plc at +44 20 2468 or by email to em_europe_lm@jpmorgan.com
(Attention: Liability Management) and MUFG Securities EMEA plc at +44 20 7577 1374 or by email to
Hybrids.LM@int.sc.mufg.jp (Attention: Liability Management Group).
Kroll Issuer Services Limited is the tender agent for the Any and All Tender Offer. Any questions
regarding procedures for tendering 2028 Notes or request for copies of the Offer to Purchase should
be directed to Kroll Issuer Services Limited by any of the following means: by telephone at +44 20
7704 0880; by email at sasol@is.kroll.com; or by internet at the following web
address: https://deals.is.kroll.com/sasol.
7 April 2026
Sandton, Johannesburg
Equity Sponsor: Merrill Lynch South Africa Proprietary Limited t/a BofA Securities
Debt Sponsor: Absa Corporate and Investment Bank, a division of Absa Bank Limited
About Sasol
A global chemicals and energy company, Sasol harnesses its knowledge and over 75 years'
experience in the production and marketing of chemicals and fuels to integrate sophisticated
technologies and processes into world-scale operating facilities, striving to safely and sustainably
source, produce and market a range of high-quality products globally. Additional information can be
found on the Company's website at https://www.sasol.com/ or at the Company's address below:
Sasol Financing USA LLC
12120 Wickchester Lane
Houston, Texas 77079
United States of America
Disclaimer
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell
or purchase, or the solicitation of tenders with respect to, the 2028 Notes. No offer, solicitation,
purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Any and All Tender Offer is being made solely pursuant to the Offer to Purchase made
available to holders of the 2028 Notes. Further, nothing contained herein shall constitute an offer to
sell or a solicitation of an offer to buy any debt securities that are the subject of the Debt Financing.
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the
tender agent or the trustee with respect to the 2028 Notes is making any recommendation as to
whether or not holders should tender or refrain from tendering all or any portion of their 2028 Notes in
response to the Any and All Tender Offer. Holders are urged to evaluate carefully all information in the
Offer to Purchase, consult their own investment and tax advisors and make their own decisions
whether to tender 2028 Notes in the Any and All Tender Offer, and, if so, the principal amount of 2028
Notes to tender.
This document and any documents detailing the investment or investment activity to which this
announcement relates are for distribution only to persons who (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 43(2) ("members and creditors of certain bodies corporate") of the
Financial Promotion Order, (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc.") of the Financial Promotion Order, (iv) are outside the
United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as "relevant persons"). This
document is directed only at relevant persons and must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with relevant persons.
This tender offer is not intended to be offered or otherwise made available to and should not be
offered or otherwise made available to any retail investor in any member state of the EEA in
circumstances in which this tender offer is restricted to non-retail investors. For these purposes, a
"retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II.
Forward-looking statements
This news release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are generally identified through the
inclusion of words such as "aim", "anticipate", "believe", "drive", "estimate", "expect", "expressed
confidence", "forecast", "future", "goal", "guidance", "intend", "may", "objective", "outlook", "plan",
"position", "potential", "project", "seek", "should", "strategy", "target", "will" or variations of such words
and other similar expressions. 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
materialize, or should underlying assumptions prove incorrect, our actual results may differ materially
from those anticipated in such forward-looking statements. 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
include among others, and without limitation:
* the outcome in pending and developing regulatory matters and the effect of changes in
regulation and government policy;
* the political, social and fiscal regime and economic conditions and developments in the world,
especially in those countries in which we operate;
* the outcome of legal proceedings including tax litigation and assessments;
* our ability to maintain key customer relations in important markets;
* our ability to improve results despite increased levels of competition;
* our ability to exploit our oil, gas and coal reserves as anticipated;
* the continuation of substantial growth in significant developing markets;
* the ability to benefit from our capital investment program;
* the accuracy of our assumptions in assessing the economic viability of our large capital projects
and growth in significant developing areas of our business;
* the ability to gain access to sufficient competitively priced gas, oil and coal reserves and other
commodities;
* the impact of environmental legislation and regulation on our operations and access to natural
resources;
* our success in continuing technological innovation;
* the success of our Broad Based Black Economic Empowerment ownership transaction;
* our ability to maintain sustainable earnings despite fluctuations in oil, gas and commodity prices,
foreign currency exchange rates and interest rates;
* our ability to maintain sufficient levels of cash at all times;
* our ability to attract and retain sufficient skilled employees;
* the impact of the imposition of tariffs, sanctions, and trade restrictions in the countries we
operate, or targeting the countries in which we operate;
* our ability to consummate the Tender Offers or the Debt Financing on the anticipated terms, if at
all; and
* our success at managing the foregoing risks.
For further discussion of factors that could cause one or more of these future events or results not to
occur as implied by any forward-looking statement, see "Risk Factors" in our most recent annual
report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") and any
subsequent current report on Form 6-K that we file, available from the SEC's
website. Sasol undertakes no duty to publicly update or revise any forward-looking statements.
Date: 07-04-2026 09:54:00
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