SEC Company Response from SASOL (SSL) — Jul 21, 2006
SASOL LTD
Date: July 21, 2006 · CIK: 0000314590 · Accession: 0000947871-06-001237
AI Filing Summary & Sentiment
Referenced dates: April 13, 2006, April 13, 2006, June 6, 2006
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Ms Jill S. Davis
Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
July 21, 2006
Sasol Limited Form 20-F for the Fiscal Year Ended June 30, 2005
Filed October 26, 2005
File No. 1-31615
Dear Ms Davis
We refer to the Staff's comment letter dated June 6, 2006, relating to the Form
20-F of Sasol Limited (the "Company") for the fiscal year ended June 30, 2005
and our response letter dated April 13, 2006. Set forth below in detail are the
responses to the Staff's comments, which have been provided in each case
following the text of the comment in the Staff's letter. The Staff is referred
to the definitions contained in the Form 20-F for the fiscal year ended June 30,
2005.
General
1. We have reviewed your response letter dated April 13, 2006. We note your
discussion of your contract for the purchase of Iranian crude, and your
conclusion as to the materiality of your purchases of Iranian crude. It
appears, from publicly available information, that Naftiran is owned by the
Iranian government. Please discuss for us whether your payments of
approximately $220 million per annum to an entity controlled by the Iranian
government may negatively impact your reputation and share value because
they may be deemed to enhance Iran's financial ability to support terrorist
activity and weapons development programs.
Response
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We are not aware of any formal or informal prohibition or restraint placed
internationally or by the South African government on the Company on the
procurement of oil from Iran. The procurement of oil from Iran is not
considered to pose a material risk to the Company. We are not aware of any
negative impact that our activities in Iran have had on our reputation or
share value. We are also not in a position to judge or conclude that the
financial benefit to Iran from our activities, including our annual
purchases of crude oil, in any way enhances or is utilized to support
terrorist activity or weapons development programs.
Sasol Limited 1979/003231/06
1 Sturdee Avenue Rosebank 2196 PO Box 5486 Johannesburg 2000 South Africa
Telephone +27 (0)11 441 3111 Facsimile +27 (0)11 788 5092 www.sasol.com
Directors: PV Cox (Chairman) LPA Davies (Chief Executive) TS Munday (Deputy
Chief Executive) E le R Bradley WAM Clewlow BP Connellan VN Fakude (Executive)
MSV Gantsho A Jain (Indian) IN Mkhize A M Mokaba (Executive) S Montsi K C Ramon
(Executive) JE Schrempp (German) Company Secretary: NL Joubert
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page 2 of 12
The Company has disclosed on page 45 of the Form 20-F that 50% of our crude
oil requirements for our Natref refinery is obtained from the Middle East.
The Company will expand this disclosure in future filings by providing the
amount of crude oil procured from Iran.
2. We remain of the view that it would be appropriate for future filings to
indicate the bases for the sanctions programs discussed in your own risk
factor headed "There is a possible risk that sanctions may be imposed by
the US Government as a result of our Iran-related activities." In our view,
such disclosure would provide context for, and additional clarity to, the
existing disclosure under that heading.
Response
--------
The Company still believes that as a South African company, we are unable
to comment on the political issues influencing US legislation. The Company
will, however, include the following sentence in the risk factor headed
"There is a possible risk that sanctions may be imposed by the US
Government as a result of our Iran-related activities" in future filings:
"ILSA was adopted by the US Government with the objective of denying Iran
and Libya the ability to support acts of international terrorism and fund
the development or acquisition of weapons of mass destruction."
In addition we confirm that in future filings we will disclose the fact
that the Iranian Transaction Regulations prohibit or restrict most
transactions between US persons and Iran and that the Iran and Libya
Sanctions Act is now applicable only to Iran as noted in our previous
response.
Accounting
1. We note you have requested confidential treatment with respect to Appendix
A as attached to your response letter dated April 13, 2006, although all
pages include the confidential treatment requested here. Please remove the
"Confidential Treatment Requested by Sasol Limited, File No. 1-31615"
header from all pages, other than Appendix A for which confidential
treatment has been requested, and resubmit your response letter dated April
13, 2006, to EDGAR.
Response
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The "Confidential Treatment Requested by Sasol Limited, File No. 1-31615"
header was removed and the response letter dated April 13, 2006 was
resubmitted to EDGAR on July 18, 2006.
2. We note that you have proposed to expand or revise your disclosure in
response to prior comments 5, 6, 12, 13, 16, 18, 20 and 21, which you have
indicated will be incorporated into future filings. We are considering your
proposal for prospective revision and will not be in a position to conclude
on your proposal until such time that all of your pending comments are
resolved.
Sasol Limited 1979/003231/06
1 Sturdee Avenue Rosebank 2196 PO Box 5486 Johannesburg 2000 South Africa
Telephone +27 (0)11 441 3111 Facsimile +27 (0)11 788 5092 www.sasol.com
Directors: PV Cox (Chairman) LPA Davies (Chief Executive) TS Munday (Deputy
Chief Executive) E le R Bradley WAM Clewlow BP Connellan VN Fakude (Executive)
MSV Gantsho A Jain (Indian) IN Mkhize A M Mokaba (Executive) S Montsi K C Ramon
(Executive) JE Schrempp (German) Company Secretary: NL Joubert
<PAGE>
page 3 of 12
Response
--------
The Company expects to file its annual report on Form 20-F for the fiscal
year ended June 30, 2006 during October 2006 when the proposed amendments
and additions to our disclosure will be provided. We respectfully propose
that, due to the short period of time before the filing of our next Form
20-F and the fact that we are not currently raising capital, the request to
make these amendments prospectively in future filings receives favorable
consideration.
3. We note your response to prior comment four indicating that it is
reasonably possible that a liability may be incurred in connection with the
explosion at the Secunda West ethylene production facilities. Because it
appears you were unable to determine an estimated liability or range of
loss related to this matter, please expand your disclosures under your
commitments and contingencies to specifically describe this potential loss
and the reasons you are unable to currently estimate the liability or
possible range of loss. Refer to paragraph 10 of SFAS 5.
Response
--------
At the time of filing the Form 20-F for the fiscal year ended June 30, 2005
no claims were brought against the Company. While it was reasonable
possible that a liability may be incurred, the Company was unable to
estimate a range of loss due to the fact that no claims were asserted
against the Company and the Company was at an early stage of discussions
with various trade unions and legal representatives.
As the Company expects to file its Form 20-F for the fiscal year ended June
30, 2006 during October 2006 the Company proposes to include additional
disclosure under the commitments and contingencies note in the Form 20-F
for the fiscal year ended June 30, 2006 which will take into account
developments in this regard since the filing of our previous Form 20-F.
The relevant facts subsequent to the filing of our Form 20-F for the fiscal
year ended June 30, 2005 are as follows:
The Company, trade unions Solidarity and the Chemical, Energy, Paper,
Printing, Wood and Allied Workers' Union ("CEPPWAWU"), and legal
representative Richard Spoor agreed to establish an independent trust, the
September 2004 Accident Trust, to expeditiously make ex gratia grants to
persons who were injured in the September 1, 2004 explosion at our Secunda
West ethylene production facilities and to the dependants of persons who
died in the accident.
The September 2004 Accident Trust was registered in June 2006. Qualifying
victims of the accident have been invited to submit applications for
compensation.
Since January 2006, the Company, CEPPWAWU, Solidarity and Richard Spoor
have been in negotiations to find a mechanism to pay compensation to the
dependants of people that died or were injured in the accident to the
extent that they had not been previously compensated.
The September 2004 Accident Trust, will make ex gratia grants to compensate
persons injured or dependants of persons who died in the accident. These
grants will be
Sasol Limited 1979/003231/06
1 Sturdee Avenue Rosebank 2196 PO Box 5486 Johannesburg 2000 South Africa
Telephone +27 (0)11 441 3111 Facsimile +27 (0)11 788 5092 www.sasol.com
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page 4 of 12
calculated in accordance with the applicable South African legal principles
for the harm and loss suffered by them as a result of the accident to the
extent that they have not been compensated previously.
The Company will fund the September 2004 Accident Trust to pay the ex
gratia grants. Whilst accepting social responsibility, the Company is not
acknowledging legal liability in creating the trust. Future payments are
dependent on the number of applications submitted to the Trust, the
independent findings of each application and the calculation of the grants
based on the applicable South African legal principles.
4. We note your response to prior comment six indicating that you amortize
your life-of-mine assets over the total proven and probable reserves
assigned to each specific mine. With respect to mine development costs,
please explain why you believe it is more appropriate to amortize
life-of-mine assets over the total proven and probable reserves rather than
those reserves benefited by development costs in the immediate and relevant
producing area. Clarify what assets you deem to be life-of-mine assets.
Response
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The following assets are classified as life-of-mine assets:
o Previously capitalized exploration cost on which development has
occurred and mining activities commenced;
o Surface infrastructure (e.g. shaft systems including fans and
hoists and sub-stations);
o Underground infrastructure (e.g. underground workshops);
o Surface equipment (e.g. the screening plant);
o Plants (e.g. beneficiation plant and water treatment plant); and
o Coal handling facilities.
Underground mine development costs are capitalized until the main asset,
for example a new shaft, is ready for use. Any further underground mine
development costs incurred after this date are expensed through the income
statement.
The proven and probable reserves of a specific mine is used in calculating
amortization of the life-of-mine assets that are deployed to extract or
beneficiate that reserve base (i.e. the reserve base which benefits from
the utilization of the asset). If a specific asset (e.g. the coal handling
facility) is used for the benefit of a specific mining complex, the proven
and probable reserves of that complex are used in the calculation of
amortization of the asset.
The Company will clarify our disclosure in future filings to include the
following information.
"Proven and probable reserves used for the amortization of life-of-mine
assets are the total proven and probable reserves assigned to that specific
mine (accessible reserves) or complex which benefit from the utilisation of
those assets. Inaccessible reserves are excluded from the calculation."
Sasol Limited 1979/003231/06
1 Sturdee Avenue Rosebank 2196 PO Box 5486 Johannesburg 2000 South Africa
Telephone +27 (0)11 441 3111 Facsimile +27 (0)11 788 5092 www.sasol.com
<PAGE>
page 5 of 12
5. We note your response to prior comment seven indicating you capitalize
costs only after a feasibility study has determined proven and probable
reserves. We also note your response suggesting that costs associated with
around-mine exploration are capitalized, although around mine reserves have
not been ascertained. It is unclear how you have concluded that
capitalization of around-mine exploration costs are appropriately
capitalized for U.S. GAAP purposes. In this regard it appears the future
economic benefit of such costs remains uncertain because proven and
probable reserves underlying those costs have not been established at the
time the costs were incurred. Accordingly, please reconcile your response
with your accounting policy disclosure. Please quantify the accumulated
capitalized around-mine exploration costs for all periods presented and
provide us a materiality analysis of the financial statement effect had you
expensed these costs for all periods presented. Your materiality analysis
should apply the principles in SAB Topic 1:M.
Response
--------
The Company noted in our previous comment that coal mining exploration
expenditure is only capitalized once a feasibility study has determined
that there are proved and probable reserves within a specific area.
The Company's accounting policy as disclosed in the Form 20-F for the
fiscal year ended June 30, 2006 is as follows:
"Mining exploration expenditure is expensed as incurred until completion of
a final feasibility study supporting proved and probable reserves. Mining
exploration costs incurred subsequent to proved and probable reserves being
identified are capitalized.
Exploration and development expenditure in respect of producing mines or
development properties is capitalized only when excavation or drilling has
occurred to extend reserves or further delineate existing proved and
probable reserves."
Based on our response to the previous comment and the accounting policy the
Company believes that the capitalization of around-mine exploration is
appropriate only when proved and probable reserves have previously been
identified in that area. No exploration expenditure incurred in areas where
a feasibility study has not been performed was capitalized by the Company.
Included below are the details of the coal mining exploration costs
capitalized and expensed for the periods presented:
2005 2004 2003
(Rand in millions)
Expensed to income statement(1) - 2 -
Capitalized (2) 17 23 31
(1) The exploration costs expensed to the income statement relate to
exploration activity from which proved and probable reserves were not
identified.
(2) The total capitalized exploration costs relate to around-mine
exploration activity from which proved reserves were identified.
Sasol Limited 1979/003231/06
1 Sturdee Avenue Rosebank 2196 PO Box 5486 Johannesburg 2000 South Africa
Telephone +27 (0)11 441 3111 Facsimile +27 (0)11 788 5092 www.sasol