SEC Company Response from SASOL (SSL) — Sep 19, 2006
SASOL LTD
Date: Sept. 19, 2006 · CIK: 0000314590 · Accession: 0000947871-06-001533
AI Filing Summary & Sentiment
Referenced dates: August 9, 2006, September 8, 2006
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Ms Jill S. Davis
Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
September 18, 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 comment 5 of the Staff's comment letter dated August 9, 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 September 8, 2006. Set forth
below in detail are the responses to the Staff's questions and observations
arising from the teleconference between Sasol (represented by: Martin
Poggiolini, Andre Botha, Darren Ghavalas, Mike van Wyk and Pieter Booysen) and
the SEC Staff (represented by: Jonathan Deursch, Kevin Stertzel and Jim Murphy)
held on September 14, 2006. The Staff is referred to the definitions contained
in the Form 20-F for the fiscal year ended June 30, 2005.
General
The Company would like to clarify that the grossing up of the Etame, Gabon
oil reserves for "income taxes" as referred to on page G-4 of our Form 20-F
for the fiscal year ended June 30, 2005 and the subject of comment 5 of the
Staff comment letter dated August 9, 2006 are "corporate taxes" based on
gross revenue less deductible expenses (i.e. taxable profits) as referred
to in articles 26.1(e) and 26.3 (b) of the production sharing contract with
the Republic of Gabon and not the royalty type taxes according to article
26.1(b). In accordance with amongst others the quoted articles the Company
is indeed liable for corporate tax (calculated on taxable profits) and are
required to complete corporate tax returns in this regard.
1. Tell us whether the company had a choice of remitting tax on profits in
kind or in cash upon negotiating the initial assumption of the production
sharing contract.
Response
Kindly be advised that the Company acquired its interest in the Etame
license in Gabon subsequent to the negotiation and finalization of the
production sharing contract between the initial contractors and the
Government of Gabon. The Company was not party to the initial negotiations
(1995) with the Government of Gabon and cannot find conclusive evidence as
to whether the payment of taxes in cash or in kind was open for negotiation
when the contract was concluded. Subsequent to the acquisition by the
Company of its interest in the Etame license (2001) we have accounted for
the production sharing agreement (in respect of the income statement
presentation, reserve oil disclosures and the standard measure of oil and
gas presentation) in accordance with the terms of the contract.
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Based on the contract we have with the government of Gabon for the Dussafu
license (which is presently still in the exploration stage) the principal
terms of the contracts appear to be consistent with those of the Etame
license. From this we can only derive that this is the typical structure of
a production sharing contract entered into with the Gabonese government.
Both the Etame license and Dussafu license contracts create the provision
for the government to have the option to either receive the "corporate tax"
in kind or through requesting the operator to sell the oil on behalf of the
government and to make payment in cash.
It is unclear to us as to how the original negotiations surrounding the
payment method between the government of Gabon and the contractors at the
time should impact the accounting and reporting of our "corporate tax"
obligation arising from our activities on the Etame license, especially in
view of the fact that the Company acquired its interest subsequent to when
the original license terms were negotiated by the initial contractors.
2. Confirm whether or not historical payments of the tax on profits have been
made in cash or in kind or both.
Response
Historically in accordance with the production sharing contract the
government of Gabon has elected to have the total production representing
the mining rights and the "corporate tax" obligation monetized on its
behalf by the contractors and the proceeds thereof remitted in cash.
* * * * *
We appreciate the Staff's prompt review of our response to the third comment
letter dated and assisting us in resolving the outstanding comments prior to the
filing of our Form 20-F for the fiscal year ended June 30, 2006. Should the
Staff have any questions or require any additional information, please telephone
the undersigned at +27-11-441-3841. My e-mail address is
trevor.munday@sasol.com.
Very truly yours,
/s/ Trevor Munday
Trevor Munday
Deputy Chief Executive
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