SEC Comment Letter for SASOL LTD (SSL, SASOF) (CIK 0000314590) (SSL) — Apr 29, 2016
SASOL LTD (SSL, SASOF) (CIK 0000314590)
Date: April 29, 2016 · CIK: 0000314590 · Accession: 0000000000-16-074218
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Mailstop 4628
April 28 , 201 6
Via E -mail
Mr. Bongani Nqwababa
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, 2015
Filed October 9 , 2015
File No. 1-31615
Dear Mr. Nqwababa :
We have reviewed your filing an d have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended June 30, 2015
Information on the Company, page 29
Property, Plants and Equipment, page 76
Natural Oil and Gas, page 84
Productive Wells and Acreage, page 87
1. Please expand your presentation to disclose the undeveloped acreage for Australia,
Nigeria and South Africa as separate figures by individual country. Refer to the
disclosure requirements for geographic area under Item 1201(d) of Regulation S -K.
Mr. Bongani Nqwababa
Sasol Limited
April 28, 2016
Production, page 94
2. Please expand your presentation to disclose the production, by final product sold, for
each field that contains 15% or more of the Company’s total proved reserves. Refer to
disclosure requirements under Item 1204(a) of Regulation S -K.
Supplemental Oil and Gas Information (Unaudited), page G -1
Proved Reserves, page G -5
3. Please expand your disclosure of proved reserves expressed as barrels of oil equivale nt to
clarify the basis for converting your natural gas volumes to equivalent barrels of oil (e.g.
the number of cubic feet of natural gas per barrel of oil equivalent). Refer to Instruction
3 to Item 1202(a)(2) of Regulation S -K.
Changes to Proved Reser ves, page G -6
4. Please expand your disclosure of the changes in net quantities of proved reserves for the
period ending June 30, 2015 to include an appropriate narrative explanation of the
significant changes relating to revisions . Refer to the disclosure requirements under
FASB ASC 932 -235-50-5.
Proved Undeveloped Reserves Converted to Proved Developed Reserves, page G -6
5. Expand your disclosure to provide all of the material changes in the net quantities of
proved undeveloped reserves including but not limited to the net quantity of proved
undeveloped reserves converted to proved developed reserves that occurred during the
fiscal year ended June 30, 2015. Your disclosure should reconcile the overall change in
the net quantities of your proved undeveloped reserves and present the changes
accompanied by a narrative explanation relating such causes as revisions,
extensions/discoveries, acquisition/divestiture , improved recovery and the amounts
converted during the year from proved undeveloped to proved developed. Refer to the
disclosure requirements under Item 1203(b) of Regulation S -K.
Natural Oil and Gas Reserves Definitions, page G -7
6. We note the definiti on you provide here and elsewhere on page 108 relating to proved
reserves of oil and gas incorporates a reference to commercial recoverability not found in
the definition under Rule 4 -10(a) of Regulation S -X. Please revise your disclosure to
remove the in consistency with the definition of proved oil and gas reserves under Rule 4 -
10(a)(22) of Regulation S -X.
Mr. Bongani Nqwababa
Sasol Limited
April 28, 2016
Definitions of Changes to Proved Reserves, page G -8
7. We note that you incorporate a line item change captioned “Commercial Arrangements”
in the di sclosure of the changes in proved reserves and standardized measure of
discounted net cash flows not specified in the change categories for disclosure under
FASB ASC 932 -235-50-5 and 50 -35, respectively. Please revise your disclosure to use
terminology co nsistent with the change categories specified in FASB ASC 932.
Standardized Measure of Discounted Future net Cash Flows Relating to Proved Reserves, page
G-9
8. Your disclosure of the undiscounted future cash inflows less the undiscounted future
production and development costs appear to result in a negative figure relating to the
proved natural oil and gas reserves for Canada for each of the periods ending June 30,
2013, 2014 and 2014 and for Gabon for the period ending June 30, 2015, respectively.
Please refer to the definitions of economically producible and proved oil and gas reserves
under Rule 4 -10(a)(10) and 4 -10(a)(22) of Regulation S -X and FASB ASC 932 -235-20
and clarify for us why your estimates meet the requirements for disclosure as proved
reserv es.
Exhibit 99.1 Consolidated Annual Financial Statements
Note 38 , Remeasurement Items Affecting Profit From Operations, page 89
Main Assumptions used for Value -In-Use Calculations, page 91
9. Regarding the 2015 long -term average crude oil and natural gas price assumptions used
for your value -in-use calculations, tell us the following:
How the prices were determined, including how they reflect the external evidence
represented by current prices at and around June 30, 2015;
How the prices are used to deve lop cash flow projections, both for near -term and
longer -term years; and,
How the prices compare to the prices used in the most recent budgets or forecasts
approved by management.
As part of your response, explain how your use of these prices takes into consideration
the requirements of IAS 36, paragraph 33.
Mr. Bongani Nqwababa
Sasol Limited
April 28, 2016
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 a company’s disclosure, they are responsible for the accuracy
and adequacy of t he 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.
You may contact Lily Dang at (202) 551 -3867 if you have questions regarding comments
on the financial statements and related matters. You may contact John Hodgin, Petroleum
Engineer, at (202) 551 -3699 if you have questions regarding the engineering comments . Please
contact me at (202) 551 -3489 with any other questions.
Sincerely,
/s/ Brad Skinner
Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources