CORRESP Filing
SASOL LTD
Date: April 17, 2025 · CIK: 0000314590 · Accession: 0000947871-25-000397
AI Filing Summary & Sentiment
File numbers found in text: 001-31615
Referenced dates: March 12, 2025
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CORRESP 1 filename1.htm Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: John Coleman Karl Hiller Re: Sasol Limited Form 20-F for the Fiscal Year ended June 30, 2024 Filed September 6, 2024 File No. 001-31615 Dear Messrs. Coleman and Hiller, On behalf of Sasol Limited (the " Company "), we submit this letter in response to comments from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") received by letter dated March 12, 2025, relating to the Company's filing on Form 20-F (File No. 001-31615) filed with the Commission on September 6, 2024. The numbered paragraphs below correspond to the numbered comments in the Staff's letter and the Staff's comments are presented in bold italics. Form 20-F for the Fiscal Year ended June 30, 2024 Property, plants and equipment, page 47 1. Please expand your disclosure adjacent to the mineral reserve table to include the price selected and used by the qualified person in estimating the mineral reserves to comply with Item 1303(b)(3)(iv) of Regulation S-K. Please also clarify the reasons that you do not report any related estimates of mineral resources. 1 In response to the Staff's request, the Company will in future expand the disclosure adjacent to the mineral reserve table as detailed below to include the price selected on which the mineral resource and reserve estimate is based. The following table sets forth the additional disclosure to be added to the mineral reserve table. Coal reserve estimations (1) as at 31 March 2024, in the Secunda and Sasolburg areas where we have converted mining rights (signed on 29 March 2010) in terms of the Mineral and Petroleum Resources Development Act, Act 28 of 2002. Gross in Mine situ coal Geological layout Extraction Recoverable Beneficiated ROM Sales resource discount losses rate reserves yield Proved/ Cost Price Reserve area (Mt) (Mt) (Mt) (%) (Mt) (%) probable (R/t) (R/t) Shondoni colliery, number 4 seam 357 48 69 49 120 100 Proved Shondoni colliery, number 2 seam 61 12 6 41 19 100 Probable Bosjesspruit colliery 98 7 51 56 31 100 Proved Bosjesspruit colliery 38 2 9 45 12 100 Probable Syferfontein colliery 387 61 100 62 137 100 Proved Alexander Block 498 100 74 46 107 100 Proved Alexander Block - - - - 16 100 Probable Twistdraai Thubelisha colliery 531 102 55 52 211 P30,S44 Proved Impumelelo, Block 2, number 4 seam 633 95 73 49 200 100 Proved Impumelelo, Block 2, number 2 seam 383 58 172 37 44 100 Probable Block 2 South, number 4 seam 363 98 49 54 123 100 Probable Block 2 South, number 2 seam 133 36 18 54 45 100 Probable Block 3 South 141 38 19 57 52 100 Probable Total Secunda area 3623 1117 Sigma Mooikraal 154 14 27 46 20 100 Proved Total Sasolburg area 154 20 2 With respect to the reasons for not reporting any related estimates of mineral resources, the Company advises the Staff that all resources have been converted to either proved or probable reserves, resulting in there currently being no extraneous undeclared resources to be disclosed. This information has been disclosed in the Executive Summary of Exhibit 96.1 Mining Technical Report. 2. Please disclose whether the qualified person who prepared the technical report summary is an employee of the company and if not then also name the employer of the qualified person and describe any affiliations with the company or other parties having an interest in the mines to comply with Item 1302(b)(5) of Regulation S-K. In response to the Staff's comment, the Company will in future expand the disclosure in Property, plant & equipment of the Form 20-F to specifically indicate that the qualified person is an employee of the Company, consistent with the disclosure provided on page 56 of Exhibit 96.1 Mining Technical Report. 3. Please clarify whether any of the individual properties would be considered material, following the guidance in Item 1301(b) and (c) of Regulation S-K, and for any that are material, address the disclosure guidance in Item 1304 of Regulation S-K. Alternatively, if you do not regard any of your mines to be individually material, please explain to us how you formulated the view, considering the extent of integration and utility of the mining operations to your other business segments. The Company advises the Staff that it has reviewed all individual mining properties owned in light of the guidance provided by Item 1301(b) and (c) of Regulation S-K. The Company submits that it has considered both quantitative and qualitative factors and confirmed that the individual mining properties are not considered material in relation to the Company's overall business and financial condition, but are material as combined mining properties. In the evaluation process the Company took into account the value of the assets of the individual mining properties, the combined Mining segment as well as the manner in which coal is supplied to the Company's downstream value chain. 3 The Company determined that no individual mining property exceeded 3% of the Company's total assets as of June 30, 2024 and, on a combined basis, the total Mining segment accounted for less than 6% of the Company's total asset value. Accordingly, the individual mining properties as well as the combined mining properties are not considered material from a quantitative perspective. The Company has further evaluated the strategic objectives of its mining operations in relation to the provision of coal feedstock to the downstream value chain and management practices employed to ensure the effective utilization of coal. With respect to our mining properties in Bosjesspruit, Impumelelo, Shondoni, Syferfontein and Twistdraai Thubelisha collieries, all forming part of the Secunda mining complex, more than 90% of the coal supplied there is blended into a homogenous product that collectively feeds the downstream plants for further processing in the internal Coal-to-Liquids value chain. The coal supplied from the Thubelisha mining property consists of export-quality coal (approximately one-quarter of such coal) and low-cake middlings (approximately three-quarters of such coal). The low-cake middlings are supplied to the internal value chain while the export-quality coal is supplied to the export market, and periodically redirected to the internal value chain as needed. The coal supplied from the various Secunda mining properties can be supplemented by external coal purchases as needed. With respect to the Sigma Mooikraal Colliery, the coal supplied, representing approximately 3-4% of the total coal mined by the Company, is combined with external coal purchases to supplement our own production and fine coal sourced from the Secunda mining properties and blended into a homogenous product to meet the quality requirements of the internal Sasolburg operations. This integration and interchangeability of the coal produced by the mining properties reinforce the Company's position that the mining properties are individually not considered material from a qualitative perspective. The Company considers the total consolidated mining properties to be material to its business and financial position, given the dependency of the South African value chain on coal as an internal feedstock. Exhibits 4. Given that you filed one technical report summary having reserve information about all of your coal properties, it appears that you regard the mines to be collectively material but not individually material, relative to the guidance in Item 1302(b)(1) of Regulation S-K. Please clarify whether this is consistent with your assessment. 4 The Company refers the Staff to the response to comment 3. As noted in that response, the Company considers its mining properties not to be individually material for the reasons provided, although collectively the mining operations are considered material to the Company. 5. The current technical report summary does not appear to include all of the information prescribed by Item 601(b)(96)(iii)(B) of Regulation S-K. We have identified the various content topics (and corresponding subparagraph numbers) for which there appear to be substantive deficiencies in the following points. Please discuss these requirements with the qualified person(s) and arrange to obtain and file a revised technical report summary that provides all of the required content. Please also ensure that the cover of the report includes the effective date and the names of the mine(s) or complex covered by the report. We acknowledge the SEC staff's comment and agree to enhance our disclosures as requested. However, we respectfully request that these changes be applied to our future filings, starting with our Form 20-F for the year ending June 30, 2025. This approach will allow us to ensure that the necessary adjustments are thoroughly and accurately incorporated into our reporting processes, having already commenced preparations for the June 30, 2025 reporting cycle. We believe that implementing these changes from our next filing will provide the most accurate and comprehensive information to our investors and the SEC. We are committed to maintaining high standards of transparency and compliance in our disclosures. Please let us know if this approach is acceptable or if further clarification is needed. We are prepared to discuss any additional questions the staff may have. In response to the Staff's comment, we will revise the disclosure on the cover page of the Mining Technical Report to include the effective date of the report and the mines covered in the report. 5 • Accessibility, climate, local resources, infrastructure and physiography (subparagraph 4) In response to the Staff's comment, the Company has reviewed its disclosure in light of the guidance provided by subparagraph 4 of Item 601(b)(96)(iii)(B) of Regulation S-K and intends to revise the disclosure under the Infrastructure section of the Mining Technical Report as further described below. As described in the revised disclosure, additional detail is provided around the topography, elevation, vegetation, access to the property and availability of personnel and supplies infrastructure. - With regard to subparagraph 4 (i), (ii), (iii) and (iv), the following additional disclosure will be provided: The Secunda area is well served by national, provincial, district and farm roads. The N17 highway connects Secunda to Johannesburg to the west. A railway line emanating from Springs in the West, connects Secunda with Ermelo in the East, ultimately terminating in Richards Bay on the coast. Except for outcrops of Witwatersrand quartzite and Ventersdorp lava, the Ecca Group sediments occur in a fairly ubiquitous manner with occasional dolerite intrusions. Elevations range between 1500 and 1700 metres above mean-sea-level. The Secunda complex is intersected by a number of perennial rivers including Waterval, Pieke, Klipspruit and De Beersspruit Rivers. Although the major streams consist of definite channels, the tributaries often consist of broad wetlands without any channels. The larger streams are perennial, but water levels are low and flow is slow during winter. There are a substantial number of farm dams in the area but few pans are present. Analysis of the temperatures indicate that the monthly temperature maximum varies between 22°C – 32°C, and the minimum between -1°C – 11°C. Mean annual rain fall is approximately 700 mm, falling almost entirely during the summer season of October to April. Light snowfalls occur infrequently during winter months. The area is located within the grassland biome of South Africa. The grassland biome is one of the most threatened biomes in South Africa, due to agricultural and mining activities and 60-80 is irreversibly transformed, while only 2% is formally conserved. The Highveld coalfield area is highly cultivated because of the relatively flat topography and good rainfall. Farming is mixed, with crops, cattle, sheep and chicken farming forming the main activities and the main crops being maize, soya and wheat. Sasolburg is situated on the central plateau of South Africa, characterized by a relatively flat landscape with some gentle undulations. The coal formations form part of the Ecca group, with dolerites occurring towards the top of the deposit, with minimal intrusions into the coal seam. 6 The Vredefort impact crater to the west of Sasolburg has an impact on the structure of the coal seams, resulting in severe dips and faults. Sasolburg is easily accessed via the R57 which connect the N1 highway to Johannesburg. The area lies at an altitude ranging between 1400 and 1500 metres above sea level. The Vaal river borders the area to the North and East, with several minor tributaries also occurring. This area typically receives between 600 and 700 mm of rainfall during the summer months from October to March. The temperature ranges from hot summers (>30°C) to cold winters (4°C), occasionally dropping to below freezing. The area falls within the Grassland Biome, which is characterised as the second most bio-diverse biome in South Africa. The vegetation is typically grassland with occasional tree cover and the area is mostly used for maize and cattle farming. To ensure consistent daily running of operations, Sasol Mining employs 9 500 permanent employees, mostly originating from the surrounding communities. The Sasol Mining Secunda operations utilises 9 000 of these permanent employees, with Sigma Mooikraal Colliery in Sasolburg employing the other 500. Sasol Mining also makes use of about 6 800 hired labour employees. Service provider employees are also brought in to support the operations, with about 7 000 service provider employees used for various tasks and roles across all operations. Sasol Mining has numerous suppliers that supply equipment and spare parts as well as services to Sasol Mining, most of these suppliers operate within a 200km radius and service the coal mining sector and general industry at large. • History of mining operations on the property (subparagraph 5) As noted on page 2 of the Mining Technical Report, the Executive Summary, the Company advises the Staff that the Company has operated the mining business from the beginning, hence there have been no previous owners or operators of these mining properties. • Mineral resource estimates (subparagraph 11) 7 In response to the Staff's comment, the Company has reviewed its disclosure in light of the guidance provided by subparagraph 11 of Item 601(b)(96)(iii)(B) of Regulation S-K and intends to revise the disclosure under the Mineral Resources Estimates section of the Mining Technical Report as further described below. As described in the revised disclosure, additional detail is provided around the parameters used to estimate the mineral resources, the estimates of cut-off grades, classification of mineral resources into inferred, indicated and measured mineral resources including the uncertainty and sources of uncertainty considered and an opinion on whether the issues likely to influence the prospect of economic extraction can be resolved. - With regard to subparagraph 11 (i), the following additional disclosure will be provided around parameters used to estimate the mineral resources: In the estimation of resources there are no physical mining height constraints applied, and the only quality parameter applied is a minimum of 28% Dry Ash Free Volatiles ( DAFV) to identify areas where the coal is potentially devolatilised. - With regard to subparagraph 11 (iii), the disclosure requirements are addr