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SEC Comment Letter for SASOL LTD (SSL, SASOF) (CIK 0000314590) (SSL) — Feb 23, 2015

SASOL LTD (SSL, SASOF) (CIK 0000314590)
Date: Feb. 23, 2015 · CIK: 0000314590 · Accession: 0000000000-15-011073

AI Filing Summary & Sentiment

Date
February 23, 2015
Author
/s/ Cecilia Blye
Form
UPLOAD
Company
SASOL LTD (SSL, SASOF) (CIK 0000314590)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE February 23, 2015 Via E-mail Paul Victor Chief Financial Officer Sasol Limited 1 Sturdee Avenue Rosebank 2196 South Africa

Re: Sasol Limited Form 20-F for the Fiscal Year Ended June 30, 2014 Filed September 29, 2014 File No. 1-31615

Dear M r. Victor :

We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments, we ask you to provide us with information so we may better understand your disclosure.

Please respond to thi s letter within ten business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may have additional comments.

General

1. In your letter to us dated May 15, 2012, you discussed contacts with Sudan and Syria. Sudan and Syria are designated by the U.S. Department o f State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. You do not provide disclosure about these countries in the Form 20 -F. Please describe to us the nature and extent of your past, current, and anticipat ed contacts with Sudan and Syria since your 2012 letter, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements. You should describe any products or services provided, directly or indirectly, and any agr eements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

Paul Victor Sasol Limited February 23, 2015 Page 2

2. Please discuss the materiality of any contacts with Sudan and Syria described in response to the comment above, and whether those contac ts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period . Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and s hare value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terror ism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the co mments or our review.

Sincerely,
/s/ Cecilia Blye

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

February 23, 2015

Via E-mail
Paul Victor
Chief Financial Officer
Sasol Limited
1 Sturdee Avenue
Rosebank 2196
South Africa

 Re: Sasol Limited
  Form 20-F for the Fiscal Year Ended June 30, 2014
  Filed September 29, 2014
  File No. 1-31615

Dear M r. Victor :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments, we ask  you to provide us with information so we may better
understand your disclosure.

Please respond to thi s letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. In your letter to us dated May 15, 2012, you discussed contacts with Sudan and Syria.
Sudan and Syria are designated by the U.S. Department o f State as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export controls.  You do not
provide disclosure about these countries in the Form 20 -F.  Please describe to us the
nature and extent of your past, current, and anticipat ed contacts with Sudan and Syria
since your 2012 letter, whether through subsidiaries, affiliates, distributors, resellers or
other direct or indirect arrangements.  You should describe any products or services
provided, directly or indirectly, and any agr eements, commercial arrangements, or other
contacts with the governments of those countries or entities they control.

Paul Victor
Sasol Limited
February 23, 2015
Page 2

 2. Please discuss the materiality of any contacts with Sudan and Syria described in response
to the comment above, and whether those contac ts constitute a material investment risk
for your security holders.  You should address materiality in quantitative terms, including
the approximate dollar amounts of any associated revenues, assets, and liabilities for the
last three fiscal years and the subsequent interim period .  Also, address materiality in
terms of qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate activities upon a
company’s reputation and s hare value.  As you know, various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terror ism.  You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the co mments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

Paul Victor
Sasol Limited
February 23, 2015
Page 3

 cc:  Roger Schwall
  Assistant Director
 Division of Corporation Finance