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SASOL LTD
Awaiting Response
0 company response(s)
High
SASOL LTD
Response Received
5 company response(s)
High - file number match
Company responded
2013-07-01
SASOL LTD
References: June 28, 2013
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SASOL LTD
Awaiting Response
0 company response(s)
High
SASOL LTD
Response Received
1 company response(s)
Medium - date proximity
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SASOL LTD
Response Received
1 company response(s)
Medium - date proximity
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SASOL LTD
Response Received
2 company response(s)
Medium - date proximity
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Company responded
2016-07-05
SASOL LTD
References: July 01, 2016
Summary
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SASOL LTD
Response Received
2 company response(s)
Medium - date proximity
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Company responded
2016-05-03
SASOL LTD
References: April 28, 2016
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SASOL LTD
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2015-04-06
SASOL LTD
References: February 23, 2015
Summary
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SASOL LTD
Response Received
2 company response(s)
Medium - date proximity
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Company responded
2015-02-24
SASOL LTD
References: February 23, 2015
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SASOL LTD
Awaiting Response
0 company response(s)
Medium
SASOL LTD
Awaiting Response
0 company response(s)
Medium
SASOL LTD
Response Received
1 company response(s)
Medium - date proximity
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SASOL LTD
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2010-07-01
SASOL LTD
References: March 31, 2010 | May 28, 2010
Summary
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SASOL LTD
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2010-05-06
SASOL LTD
References: March 2, 2010 | March 31, 2010
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Company responded
2010-05-28
SASOL LTD
References: March 2, 2010 | March 31, 2010
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SASOL LTD
Response Received
1 company response(s)
Medium - date proximity
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SASOL LTD
Awaiting Response
0 company response(s)
Medium
SASOL LTD
Awaiting Response
0 company response(s)
Medium
SASOL LTD
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2008-04-15
SASOL LTD
References: March 11, 2008
Summary
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Company responded
2008-05-21
SASOL LTD
References: March 11, 2008
Summary
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SASOL LTD
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
SASOL LTD
Response Received
2 company response(s)
Medium - date proximity
SEC wrote to company
2006-09-08
SASOL LTD
References: July 21, 2006
Summary
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Company responded
2006-09-08
SASOL LTD
References: April 13, 2006 | August 9, 2006
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Company responded
2006-09-19
SASOL LTD
References: August 9, 2006 | September 8, 2006
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SASOL LTD
Awaiting Response
0 company response(s)
Medium
SASOL LTD
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2006-07-31
SASOL LTD
References: April 13, 2006
Summary
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SASOL LTD
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2006-07-21
SASOL LTD
References: April
13, 2006 | April 13, 2006 | June 6, 2006
Summary
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SASOL LTD
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2006-04-13
SASOL LTD
References: February 17, 2006
Summary
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-04-22 | SEC Comment Letter | SASOL LTD | South Africa | 001-31615 | Read Filing View |
| 2025-04-17 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2025-03-24 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2025-03-12 | SEC Comment Letter | SASOL LTD | South Africa | 001-31615 | Read Filing View |
| 2016-09-27 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-09-27 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-09-13 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-08-30 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-07-26 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-07-05 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-07-01 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-06-07 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-05-03 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-04-29 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2015-04-06 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2015-03-24 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2015-02-24 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2015-02-23 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-09-11 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-08-02 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-07-30 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-07-01 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-06-28 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2012-06-12 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2012-05-15 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2012-04-20 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-07-01 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-05-28 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-05-06 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-03-31 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-03-02 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-07-03 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-06-19 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-05-21 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-04-15 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-03-11 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-09-19 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-09-08 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-09-08 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-07-31 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-07-31 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-07-21 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-04-13 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-04-22 | SEC Comment Letter | SASOL LTD | South Africa | 001-31615 | Read Filing View |
| 2025-03-12 | SEC Comment Letter | SASOL LTD | South Africa | 001-31615 | Read Filing View |
| 2016-09-27 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-08-30 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-07-01 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-04-29 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2015-04-06 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2015-02-23 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-09-11 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-06-28 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2012-06-12 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2012-04-20 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-07-01 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-05-06 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-03-02 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-07-03 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-06-19 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-04-15 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-09-08 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-07-31 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-07-31 | SEC Comment Letter | SASOL LTD | South Africa | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-04-17 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2025-03-24 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-09-27 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-09-13 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-07-26 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-07-05 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-06-07 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2016-05-03 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2015-03-24 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2015-02-24 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-08-02 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-07-30 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2013-07-01 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2012-05-15 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-05-28 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2010-03-31 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-05-21 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2008-03-11 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-09-19 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-09-08 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-07-21 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
| 2006-04-13 | Company Response | SASOL LTD | South Africa | N/A | Read Filing View |
2025-04-22 - UPLOAD - SASOL LTD File: 001-31615
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 22, 2025 Walt Bruns Chief Financial Officer Sasol Limited 50 Katherine Street Sandton 2196 Johannesburg South Africa Re: Sasol Limited Form 20-F for the Fiscal Year ended June 30, 2024 Filed September 6, 2024 File No. 001-31615 Dear Walt Bruns: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Sincerely, Division of Corporation Finance Office of Energy & Transportation </TEXT> </DOCUMENT>
2025-04-17 - CORRESP - SASOL LTD
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
2025-03-24 - CORRESP - SASOL LTD
CORRESP 1 filename1.htm March 24, 2025 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Division of Corporation Finance Attention: John Coleman and Karl Hiller Re: Sasol Limited Request for an extension – SEC File No. 001-31615 Form 20-F for the fiscal year ended June 30, 2024 Filed September 6, 2024 Dear Messrs. Coleman and Hiller, We received the letter dated March 12, 2025 (the “Comment Letter”) containing comments from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) with respect to Sasol Limited’s Annual Report on Form 20-F for the year ended June 30, 2024. The Comment Letter requested that we respond within ten business days of the date of the Comment Letter. We are working expeditiously to respond to the Comment Letter, and we respectfully request an extension for our response to the Comment Letter. We will provide responses to the Comment Letter as soon as possible, which we expect to be no later than April 23, 2025, being 30 business days from the date of the Comment Letter. Thank you for your consideration. Should you require any further information, please do not hesitate to contact us at the information below. Kind regards, Sasol Limited Signed by: Walt Bruns Signed at:2025-03-24 13:26:48 +02:00 Reason: I approve By: /s/ Walt Bruns Walt Burns Chief Financial Officer walt.bruns@sasol.com +27 10 344 8114 Sasol Limited 1979/003231/06 Sasol Place 50 Katherine Street Sandton 2196 South Africa | Private Bag X10014 Sandton 2146 South Africa Telephone +27 (0)10 344 5000 | Facsimile +27 (0)11 788 5092 | www.sasol.com Directors: MBN Dube (Chairman) S Baloyi (President and Chief Executive Officer) WP Bruns (Chief Financial Officer) MJ Cuambe (Mozambican) TJ Cumming DGP Eyton (British) M Flöel (Lead Independent Director) (German) KC Harper (American) VD Kahla (Executive) GMB Kennealy S Subramoney Group Company Secretary: E Viljoen
2025-03-12 - UPLOAD - SASOL LTD File: 001-31615
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 12, 2025 Walt Bruns Chief Financial Officer Sasol Limited 50 Katherine Street Sandton 2196 Johannesburg South Africa Re: Sasol Limited Form 20-F for the Fiscal Year ended June 30, 2024 Filed September 6, 2024 File No. 001-31615 Dear Walt Bruns: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. 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. 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. March 12, 2025 Page 2 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. 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. 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. Accessibility, climate, local resources, infrastructure and physiography (subparagraph 4) History of mining operations on the property (subparagraph 5) Mineral resource estimates (subparagraph 11) Mineral reserve estimates (subparagraph 12) Mining methods (subparagraph 13) Processing and recovery methods (subparagraph 14) Capital and operating costs (subparagraph 18) Economic analysis (subparagraph 19) With regard to the last point above, the analysis should generally include a schedule of future cash flows based on an annual production schedule, showing production, revenue, operating costs, royalties, taxes, and capital costs for each year for the life of the project, also showing the cash flows discounted using an appropriate rate. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. March 12, 2025 Page 3 Please contact John Coleman at 202-551-3610 or Karl Hiller at 202-551-3686 if you have questions regarding comments. Sincerely, Division of Corporation Finance Office of Energy & Transportation </TEXT> </DOCUMENT>
2016-09-27 - CORRESP - SASOL LTD
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> 8 September 2016 Mr Brad Skinner Senior Assistant Chief Accountant Office of Natural Resources Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Mr. Skinner, Sasol Limited Annual Report on Form 20-F for the Year Ended 30 June 2015 Filed 9 October 2015 File No. 1-31615 We refer to the further comment letter, dated 30 August 2016, from the staff of the Office of Natural Resources (the "Staff") continuing correspondence relating to the Form 20-F (the "Filing") of Sasol Limited (the "Company") for the year ended 30 June 2015. Set forth below are the responses to the Staff's further comment letter, which have been provided in each case following the text of the comment in the Staff's letter. Standardized Measure of Discounted Future net Cash Flows Relating to Proved Reserves, page G-9 1. Based on your response to comment one, it appears that the contracted transportation capacity reservation costs must be incurred in order to deliver your produced sales gas to market. Given this, it appears that the portion of those costs incurred over the forecast life of your proved reserves should be considered in determining the economic producibility of those reserves. To the extent that the revenue from your proved reserves does not offset the costs of operation, including applicable transportation costs, the quantities would not be considered economically producible and should not be reported as proved reserves. Response We agree with the Staff's observation that transportation costs must be incurred in order to deliver produced sales gas to market. The Company would like to advise that Canada reserves represent 1,6% of Sasol's Proved Reserves as at 30 June 2015. Of the R 1 672,9 million future cost included in the Filing, only R 166,6 million is actually required to transport the produced sales gas to market; the remaining cost represents unused capacity which the Company markets on an ad hoc basis. Although such marketing has been successful in the past no future revenue from this marketing is included in the calculation of the standardized measure of discounted future net cash flows. The Company has reviewed its calculation of proved reserves for financial year 2015 by adjusting future net cash flows used to determine economic producibility to include that portion of the transportation capacity reservation cost which is actually required to transport the produced sales gas to market (the "applicable transportation costs"). The effect of this change is to reduce the period of economic production by a maximum of one year, with a resulting small reduction in the proved reserves. The 2015 proved reserves are consequently reduced from 116,8 billion cubic feet to 115,1 billion cubic feet. This reduction represent a 0,02% change in Sasol's Proved Reserves as at 30 June 2015. The impact on the financial results of the Company is also considered immaterial (depreciation would have been R6 million higher which represents a 0,04% change in Sasol's total depreciation for the period ending 30 June 2015). Proved reserves for financial year 2013 and 2014 were estimated with applicable transportation costs included in the calculation to determine the period of economic production. There is therefore no revision or impact on the 2013 and 2014 reserves as reported. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Company will ensure reserves are determined with applicable transportation costs included in the calculation to determine the period of economic production. 2. Please expand your disclosure to provide an explanation for the negative undiscounted future net cash flows relating to proved reserves for Canada and Gabon. Refer to FASB ASC 932-235-50-36. Response The Company has referred to the disclosure requirements under FASB ASC 932-235-50-36 and acknowledges the Staff's comment. The Company has considered the impact of unutilised transportation cost on the standardized measure of discounted future net cash flows. The Company believes that including these costs in the standardized measure presented in the Filing, combined with a suitable narrative, provides a fair presentation to the user of the Form 20-F. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Company will revise the disclosure to provide a narrative explanation for any negative undiscounted future net cash flows relating to proved reserves. Illustrative disclosure based on the Filing The undiscounted future net cash flows for Canada in 2013, 2014 and 2015 and for Gabon in 2015 are negative as a result of future production and development costs, primarily contractually committed costs and asset retirement costs which are not directly related to future production or dependent upon the continuation of production and will be incurred even in the event of no future production. For both assets these costs are fully responsible for the negative future cash flow. In Canada, the cost of unused gas transportation capacity is included which the Company markets on an ad hoc basis. Although such marketing has been successful in the past no future revenue from this marketing is included in the calculation of the standardized measure of discounted future net cash flows. We acknowledge 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 defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We appreciate the Staff's review of Filing. Should the Staff have any questions or require any additional information, please telephone the undersigned at +27-11-441-3422. My email address is Bongani.Nqwababa@sasol.com. Yours faithfully /s/ Bongani Nqwababa Bongani Nqwababa Chief Financial Officer DRAFT 8 September 2016 </TEXT> </DOCUMENT>
2016-09-27 - UPLOAD - SASOL LTD
Mailstop 4628
September 27 , 201 6
Via E -mail
Mr. 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, 2015
Filed October 9, 2015
File No. 1-31615
Dear Mr. Victor :
We have completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect to the company or 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. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure s in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.
Sincerely ,
/s/ Brad Skinner
Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources
2016-09-13 - CORRESP - SASOL LTD
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> 14 September 2016 Mr Brad Skinner Senior Assistant Chief Accountant Office of Natural Resources Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Mr. Skinner, Sasol Limited Annual Report on Form 20-F for the Year Ended 30 June 2015 Filed 9 October 2015 File No. 1-31615 We refer to the further comment letter, dated 30 August 2016, from the staff of the Office of Natural Resources (the "Staff") continuing correspondence relating to the Form 20-F (the "Filing") of Sasol Limited (the "Company") for the year ended 30 June 2015. Set forth below are the responses to the Staff's further comment letter, which have been provided in each case following the text of the comment in the Staff's letter. Standardized Measure of Discounted Future net Cash Flows Relating to Proved Reserves, page G-9 1. Based on your response to comment one, it appears that the contracted transportation capacity reservation costs must be incurred in order to deliver your produced sales gas to market. Given this, it appears that the portion of those costs incurred over the forecast life of your proved reserves should be considered in determining the economic producibility of those reserves. To the extent that the revenue from your proved reserves does not offset the costs of operation, including applicable transportation costs, the quantities would not be considered economically producible and should not be reported as proved reserves. Response We agree with the Staff's observation that transportation costs must be incurred in order to deliver produced sales gas to market. The Company would like to advise that Canada reserves represent 1,6% of Sasol's Proved Reserves as at 30 June 2015. Of the R 1 672,9 million future cost included in the Filing, only R 166,6 million is actually required to transport the produced sales gas to market; the remaining cost represents unused capacity which the Company markets on an ad hoc basis. Although such marketing has been successful in the past no future revenue from this marketing is included in the calculation of the standardized measure of discounted future net cash flows. The Company has reviewed its calculation of proved reserves for financial year 2015 by adjusting future net cash flows used to determine economic producibility to include that portion of the transportation capacity reservation cost which is actually required to transport the produced sales gas to market (the "applicable transportation costs"). The effect of this change is to reduce the period of economic production by a maximum of one year, with a resulting small reduction in the proved reserves. The 2015 proved reserves are consequently reduced from 116,8 billion cubic feet to 115,1 billion cubic feet. This reduction represent a 0,02% change in Sasol's Proved Reserves as at 30 June 2015. The impact on the financial statements would have been R6 million higher depreciation, which represents a 0,04% change, and lower profit before tax by 0,01% for the period ending 30 June 2015. The amounts are immaterial to both the reserve information and the financial statements and therefore no restatement will be made. Proved reserves for financial year 2013 and 2014 were estimated with applicable transportation costs included in the calculation to determine the period of economic production. There is therefore no revision or impact on the 2013 and 2014 reserves as reported. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Company will ensure reserves are determined with applicable transportation costs included in the calculation to determine the period of economic production. 2. Please expand your disclosure to provide an explanation for the negative undiscounted future net cash flows relating to proved reserves for Canada and Gabon. Refer to FASB ASC 932-235-50-36. Response The Company has referred to the disclosure requirements under FASB ASC 932-235-50-36 and acknowledges the Staff's comment. The Company has considered the impact of unutilised transportation cost on the standardized measure of discounted future net cash flows. The Company believes that including these costs in the standardized measure presented in the Filing, combined with a suitable narrative, provides a fair presentation to the user of the Form 20-F. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Company will revise the disclosure to provide a narrative explanation for any negative undiscounted future net cash flows relating to proved reserves. Illustrative disclosure based on the Filing The undiscounted future net cash flows for Canada in 2013, 2014 and 2015 and for Gabon in 2015 are negative as a result of future production and development costs, primarily contractually committed costs and asset retirement costs which are not directly related to future production or dependent upon the continuation of production and will be incurred even in the event of no future production. For both assets these costs are fully responsible for the negative future cash flow. In Canada, the cost of unused gas transportation capacity is included which the Company markets on an ad hoc basis. Although such marketing has been successful in the past no future revenue from this marketing is included in the calculation of the standardized measure of discounted future net cash flows. We acknowledge 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 defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We appreciate the Staff's review of Filing. Should the Staff have any questions or require any additional information, please telephone the undersigned at +27-11-441-3422. My email address is Bongani.Nqwababa@sasol.com. Yours faithfully /s/ Paul Victor Paul Victor Chief Financial Officer </TEXT> </DOCUMENT>
2016-08-30 - UPLOAD - SASOL LTD
Mailstop 4628
August 30 , 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 circumstances, 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
Supplemental Oil and Gas Information (Unaudited), page G -1
Standardized Measure of Discounted Future net Cash Flows Relating to Proved Reserves, page
G-9
1. Based on your response to comment one, it appears t hat the contracted transportation
capacity reservation costs must be incurred in order to deliver your produced sales gas to
market. Given this, it appears that the portion of those costs incurred over the forecast
life of your proved reserves should be c onsidered in determining the economic
producibility of those reserves. To the extent that the revenue from your proved reserves
does not offset the costs of operation, including applicable transportation costs, the
Mr. Bongani Nqwababa
Sasol Limited
August 30 , 2016
quantities would not be considered econo mically producible and should not be reported
as proved reserves.
2. Please expand your disclosure to provide a n explanation for the negative undiscounted
future net cash flows relating to proved reserves for Canada and Gabon. Refer to FASB
ASC 932 -235-50-36.
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 engineerin g 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
2016-07-26 - CORRESP - SASOL LTD
CORRESP 1 filename1.htm Page 1 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: MSV Gantsho (Chairman) SR Cornell (Joint President & Chief Executive Officer)(American) B Nqwababa (Joint President & Chief Executive Officer) C Beggs MJ Cuambe (Mozambican) HG Dijkgraaf (Dutch) VN Fakude (Executive) NNA Matyumza IN Mkhize ZM Mkhize MJN Njeke PJ Robertson (British and American) P Victor (Chief Financial Officer) S Westwell (British) Company Secretary: VD Kahla 26 July 2016 Mr Brad Skinner Senior Assistant Chief Accountant Office of Natural Resources Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Mr Skinner, Sasol Limited Annual Report on Form 20-F for the Year Ended 30 June 2015 Filed 9 October 2015 File No. 1-31615 We refer to the further comment letter, dated 1 July 2016, from the staff of the Office of Natural Resources (the “Staff”) relating to the response dated 7 June 2016 (the “Response”) to the Staff’s comment letter relating to the Form 20-F (the “Filing”) of Sasol Limited (the “Company”) for the year ended 30 June 2015. Set forth below in detail are the responses to the Staff’s further comment letter, which have been provided in each case following the text of the comment in the Staff’s letter. 1. To further our understanding of your response to our prior comment eight, please provide us with the cost figures relating to the transportation capacity reservation and asset retirement costs in Canada and the drilling rig and FPSO contract termination costs, current well activity costs and asset retirement costs in Gabon. As part of your response, please clarify each cost as either a future production or development cost, whether each cost is discretionary or subject to an existing contractual obligation, and tell us the timing of each cost relative to the producing life of the underlying properties, e.g. the cost is incurred prior to, during or after cessation of production. Also provide us with a narrative explaining the nature of the activities related to each cost and the extent that each cost is necessary for the development and production of the underlying proved reserves. Response To help facilitate the explanation below, the Company would like to advise the Staff that the Gabon reserves represented 0,1% and Canada 1,6% of Sasol’s Proved Reserves at 30 June 2015. page 2 of 8 The cost figures relating to the transportation capacity reservation and asset retirement costs in Canada and the drilling rig and FPSO contract termination costs, current well activity costs and asset retirement costs in Gabon are presented in the table on the next page. All of these costs are committed, independent of production volume and not related to any future project; they will therefore be incurred in production of the proved reserve. These costs will be incurred regardless if there is any future production. Accordingly, the Company believes they should be excluded from an analysis of determining if the resources are economically producible as that term is defined in Rule 4-10(a)(10) of Regulation S-X (“economically producible”). By excluding these costs, the undiscounted cash flows disclosed in the table on Page G-9 would be positive. Thus, the company believes the resources would generate revenue that exceeds the costs of obtaining the resources. For the purposes of presentation in the table on Page G-9 of the Filing “Asset retirement cost” and “Well activity in progress” have been classified as future development costs whereas “Transportation capacity reservation cost” and “Drilling rig and FPSO contract termination cost” have been classified as future production costs. A short description of the nature of the four cost categories are provided below. **CONFIDENTIAL TREATMENT REQUESTED BY SASOL LIMITED, PURSUANT TO RULE 83** Asset retirement cost – Canada and Gabon These costs represent the cost to decommission the producing asset, comprising wells, flowlines and facilities as appropriate, and rehabilitate the environment as required by regulation and industry best practice. The scope of the decommissioning includes the entire asset which is required to produce the proved reserve and in Canada increases as additional wells are drilled to develop the field. The Company does not view these costs as discretionary and in all cases the cost is incurred after the cessation of production and the Company does not believe these costs should be included in the analysis to determine if the reserves are economically producible. Transportation capacity reservation cost – Canada This cost is the contracted cost to reserve capacity in third-party pipelines to transport sales gas to the delivery point at which the market price is set. It is the total cost for sixteen existing transportation contracts with differing quantities, start dates and end dates; with the longest running to 2032. A portion of these costs will be incurred during production and a portion after cessation of production (depending when the field economic life ends, which varies between the three periods). These contract costs will have to be met irrespective of whether there is production from the asset and therefore the Company does not believe these costs should be included in the analysis to determine if the reserves are economically producible. Drilling rig and FPSO contract termination cost – Gabon Development and production of our Gabon asset uses contracted drilling and production facilities. During 2015 this comprised a jack-up drilling rig as well as the long-term leased floating, production, storage and offloading vessel (FPSO). The drilling rig was contracted until July 2016 but at the date of the Filing there was insufficient activity to utilise the drilling rig to the end of the contract; a termination charge would therefore be payable. The relevant contract termination charge, which is not dependent on future production volume, is therefore attributed to the proved reserve at the time it would be incurred. Similarly the FPSO is leased until 2020 with a one-year notice period. According to our modelling at 30 June 2015 page 3 of 8 production of the proved reserve would end around 30 December 2016 and a one-year termination charge was therefore recognised at that time and the costs is not dependent upon production and therefore the Company does not believe these costs should be included in the analysis to determine if the reserves are economically producible. Well activity in progress – Gabon Costs incurred in the process of developing our Gabon asset can be recovered against future production under the terms of the production sharing contract (so-called “cost oil”). At 30 June 2015 there were costs already incurred in the drilling and completion of wells which had not been billed by the Operator of the asset and therefore had not been recognised in the official cost oil calculation. To ensure correct calculation of historical and future oil entitlement for the Company these costs were reflected as future development costs. As the activities giving rise to the costs had actually been performed the costs were not discretionary and the Company was committed to pay them under the terms of the Joint Operating Agreement. The costs are independent of the magnitude of production and will be payable even if there is no future development, and therefore the Company does not believe these costs should be included in the analysis to determine if the reserves are economically producible. 2. For each of the three forecasts used to develop your crude oil price assumptions, tell us the specific time periods covered by the forecast and the specific forecast prices for each of those periods. Provide similar information for each of the four forecasts used to develop your natural gas price assumptions. Response Crude Oil The long-term average crude oil price is presented on a nominal basis in Note 38 to the Annual Financial Statements. Crude oil prices, utilised in impairment testing, are derived using forecasts from three external data analysis and research consultancies (Wood Mackenzie, PIRA Energy and IHS Incorporated). The outlooks for each of the consultants are reflected in the graph below: page 4 of 8 Equal weighting has been given to each of the external consultant’s views in developing the crude oil price assumptions. Management believes that utilising an average of three forecasts will provide a higher degree of accuracy than any one assumption. The consultants’ June 2015 price forecasts were used to derive the crude oil assumptions and were considered to reflect the market and external prices at the reporting date i.e. 30 June 2015. The price assumptions extracted from the panel of consultants were for the period 2016 to 2025. Due to the nature of Sasol’s operations, major activities and capital expenditure extending over long periods of time, our budgeting processes extends over 10 years. The average cash flows are extrapolated over the life of the asset to calculate the terminal value, as the affected assets are matured and fully developed and the cash flow stream can be reliably estimated Natural gas (real) The long-term average gas price is presented on a real basis, excluding inflation, in Note 38 to the Annual Financial Statements. Natural gas prices, utilised in impairment testing, are derived from a combination of forecasts by external consultants (Wood Mackenzie, PIRA Energy, IHS Incorporated and McDaniel & Associates Consultants Ltd. (McDaniel)). The future of the US shale gas industry is extremely uncertain. As a result, there is a very high variability in any future projections. Accordingly, in developing forecast views, a number of external consultants’ assumptions are taken into account. The Canadian shale gas asset is in the process of being developed and accordingly a 10 year budget would be inappropriate as the terminal value cannot be accurately determined. Accordingly, the life of field to 2040 is used as the forecast period for impairment testing. The outlooks are reflected in the graph below: Explain to us in greater detail the reasons why you believe it is appropriate to incorporate natural gas price forecasts from McDaniel in developing your natural gas price assumptions. page 5 of 8 Additionally, explain, in reasonable detail, how you determined the relative weighting between the four different natural gas price forecasts. Response McDaniel provides Sasol with independent, third party assurance in terms of the Canadian reserves. Based on the significant volatility in the market, management believes that utilising multiple price forecasts from leading independent consultants, who provide expertise in the energy industry will provide a higher degree of accuracy than any one assumption. There is currently no guidance or rules which dictate the optimal weighting of price estimates. Accordingly, management considered the following factors in calculating the weighting percentages: • Expertise in the Canadian oil and gas market – Canadian gas competes in the US gas market and is therefore exposed to US supply and demand balances. The adjustment for AECO therefore incorporates the logistical issues of being a Canadian operator. The panel of three consultants provide expertise in the Energy industry mainly in the US and to a lesser extent in Canada and therefore is a credible source for calculating AECO. McDaniel is a leading independent reserve evaluator and resource assessor in the Canadian oil and gas industry. Based on McDaniel’s Canadian experience, we believe that the McDaniel price forecasts are more reflective of the Canadian oil and gas industry. Sasol believes that by having a price forecast representative from the US and Canadian market would provide a balanced and reasonable reflection of future pricing. • Comparability with peers – Recent research and surveys indicate that Canadian oil and gas companies generally use price forecasts determined by their reserve engineers. • Forecasting period – The Canadian shale gas asset’s full field development plan currently extends to beyond 2040, however, as indicated in the graph below, the McDaniel price deck forecasts extends to only 2029 with a standard inflation percentage of 2% being applied to each year thereafter. McDaniel recommends that a 2% inflation assumption is applied to prices for periods post 2029. Accordingly, based on the assessment above, management concluded that using a weighting of 70/30 (70% for McDaniel and 30% for the others on a combined basis) would result in the best allocation in the circumstances. The Company believes that this weighting appropriately reflects the asset’s value. To illustrate the impact of a different weighting, the Company calculated the recoverable amount using a weighting of 80/20 and 60/40 and the results thereof indicated that the impairment would increase or decrease by CAD45 million which represents 1% of profit before tax. This movement was not considered to be material. Explain to us, in reasonable detail, how the pricing forecasts described in your response were used to develop the disclosed long-term average crude oil and natural gas assumptions. As part of your response, tell us the number of years covered by the cash flow projections underlying your value-in-use calculations, how the price assumption for each year was determined and, beginning with the most recent year in your projections, the specific crude oil and natural gas prices used for each year in your projections. page 6 of 8 Response Crude oil (presented in nominal terms) As noted above, Sasol uses an average of crude oil price forecasts from three external data analysis and research consultancies (Wood Mackenzie, PIRA Energy and IHS Incorporated) for impairment testing. Crude oil is a global market price and accordingly, Sasol assumes that the average of price forecasts from three external data analysis and research consultancies would be a more fair reflection of the future price. Panel of 3 consultants FY Period Dated Brent FY16 68,18 FY17 79,64 FY18 84,63 FY19 88,53 FY20 92,77 FY21 96,85 FY22 101,36 FY23 106,16 FY24 111,08 FY25 116,48 The long-term average oil price was calculated for the 10 year budget period from FY16 to FY25 as $94,57. Natural gas (Real) As noted above, Sasol’s natural gas prices are derived from a combination of forecasts by external consultants (Wood Mackenzie, PIRA Energy, IHS Incorporated and McDaniel & Associates Consultants Ltd. (McDaniel)). The McDaniel price deck is assigned a weighting of 70%, whilst the average of the other three external experts are weighted at 30%. Financial year Panel of three McDaniel Weighted 30/70 FY16 2,96 2,90 2,92 FY17 3,40 3,24 3,29 FY18 3,43 3,51 3,49 FY19 3,53 3,63 3,60 FY20 3,83 3,74 3,77 FY21 3,89 3,89 3,89 FY22 4,05 4,13 4,11 FY23 4,25 4,27 4,26 FY24 4,26 4,35 4,32 FY25 4,25 4,35 4,32 FY26 4,25 4,35 4,32 FY27 4,38 4,34 4,35 FY28 4,57 4,34 4,41 page 7 of 8 FY29 4,71 4,33 4,44 FY30 4,75 4,36 4,48 FY31 4,90 4,36 4,52 FY32 4,90 4,36 4,52 FY33 4,91 4,36 4,53 FY34 4,92 4,36 4,53 FY35 4,92 4,36 4,53 FY36 4,94 4,36 4,53 FY37 4,96 4,36 4,54 FY38 4,97 4,36 4,54 FY39 4,98 4,36 4,55 FY40 5,00 4,36 4,55 Given the nature of development of the Canadian shale gas asset and the low gas price, we expect a prolonged development plan. Accordingly, in estimating the future cash flows for impairment purposes, the life of reserve was used. The forecasting period therefore extended from FY16 to FY40. The average gas price, using the weighting of 70% to McDaniel and 30% to the average of the other three external experts for the period FY1
2016-07-05 - CORRESP - SASOL LTD
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> July 05, 2016 Mr Brad Skinner Office of Natural Resources United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Sasol Limited Form 20-F for the Fiscal Year Ended June 30, 2015 Response Dated June 7, 2016 File No. 1-31615 Dear Sirs, We acknowledge receipt of your comment letter dated July 01, 2016 to our response dated June 07, 2016 with respect to Sasol Limited's Form 20-F for the fiscal year ended June 30, 2015, filed on October 9, 2015 on File No. 1-31615. We estimate that we will be in position to respond to your questions by no later than July 26, 2016. Yours faithfully /s/ Mr P Victor Chief Financial Officer </TEXT> </DOCUMENT>
2016-07-01 - UPLOAD - SASOL LTD
Mail Stop 4628 July 1, 2016 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 Response Dated June 7, 2016 File No. 1-31615 Dear Mr. Nqwababa : We have reviewed your June 7, 2016 response to our comment letter and have the following comment s. 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 circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 28, 2016 letter . Form 20 -F for the Fiscal Year Ended June 30, 2015 Supplemental Oil and Gas Information (Unaudited), page G -1 Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves, page G-9 1. To further our understanding of your response to our prior comment eight, please provide us with the cost figures relating to the transportation capacity reservation and asset retirement costs in Canada and the drilling rig and FPSO contract termination co sts, current well activity costs and asset retirement costs in Gabon. Mr. Bongani Nqwababa Sasol Limited July 1, 2016 Page 2 As part of your response, please clarify each cost as either a future production or development cost, whether each cost is discretionary or subject to an existing contractual obligati on, and tell us the timing of each cost relative to the producing life of the underlying properties, e.g. the cost is incurred prior to, during or after cessation of production. Also provide us with a narrative explaining the nature of the activities rela ted to each cost and the extent that each cost is necessary for the development and production of the underlying proved reserves. 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 2. For each of the three forecasts used to develop your crude oil price assumptions, tell us the specific time periods covered by the forecast and the specific forecast prices for each of those p eriods. Provide similar information for each of the four forecasts used to develop your natural gas price assumptions. 3. Explain to us in greater detail the reasons why you believe it is appropriate to incorporate natural gas price forecasts from McDaniel in developing your natural gas price assumptions. Additionally, explain, in reasonable detail, how you determined the relative weighting between the four different natural gas price forecasts. 4. Explain to us, in reasonable detail, how the pricing forecast s described in your response were used to develop the disclosed long -term average crude oil and natural gas assumptions. As part of your response, tell us the number of years covered by the cash flow projections underlying your value -in-use calculations, how the price assumption for each year was determined and, beginning with the most recent year in your projections, the specific crude oil and natural gas prices used for each year in your projections. 5. Regarding the disclosed long -term average rand/US$ exchange rate, address the following: Explain to us how the impact of the exchange rate was reflected in the cash flow projections underlying your value -in-use calculations; Tell us how the long -term average exchange rate was determined; and, Beginning with the most recent year in your cash flow projections, tell us the specific exchange rate used for each year in your projections. Mr. Bongani Nqwababa Sasol Limited July 1, 2016 Page 3 You may contact Lily Dang at (202) 551 -3867 if you have questions regarding comments on the financial statements and rela ted 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
2016-06-07 - CORRESP - SASOL LTD
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> 07 June 2016 Mr Brad Skinner Senior Assistant Chief Accountant Office of Natural Resources Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Mr. Skinner, Sasol Limited Annual Report on Form 20-F for the Year Ended 30 June 2015 Filed 9 October 2015 File No. 1-31615 We refer to the comment letter, dated 28 April 2016, from the staff of the Office of Natural Resources (the "Staff") relating to the Form 20-F (the "Filing") of Sasol Limited (the "Company") for the year ended 30 June 2015. Set forth below in detail are the responses to the Staff's comment letter, 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 Filing. 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. Response The Company has referred to Item 1201(d) of Regulation S-K and acknowledges the Staff's comment. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Company will revise the disclosure to present the information by groups of countries within a continent as follows: Undeveloped acreage (thousand acres) Mozambique South Rest of North Australasia* Total Africa Africa* America* Gross 2 831,0 25 571,0 337,8 72,5 5 143,9 33 956,2 Nett 2 555,5 14 813,7 16,9 36,2 1 773,5 19 195,8 * Rest of Africa consists of Nigeria, North America consists of Canada and Australasia consists of Australia. 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. Response The Company has referred to Item 1204(a) of Regulation S-K and acknowledges the Staff's comment. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Companywill revise the filing to identify production for those fields containing 15% or more of the Company's total Proved Reserves. As permitted by Rule 4-10(a)(15) of Regulation S-X the Company will, where appropriate, treat reservoirs in overlapping or adjacent fields as a single operational field. The Company confirms that only the natural oil and gas volume in Mozambique and the synthetic oil volume in South Africa amount to 15% or more of the Company's total proved reserves. Natural oil and gas production from Mozambique in 2013, 2014 and 2015 originated in a single field, the Pande-Temane PPA (PPA), which comprises 18% of the Company's total proved reserves. The net production quantities for the PPA are disclosed under Mozambique on Page 94 of the Filing. Synthetic oil production from South Africa, which comprises 80% of the Company's total proved reserves, also originates from a single synthetic oil field. The net production quantities for the synthetic oil field are disclosed under South Africa on Page 94 of the Filing. 3. Please expand your disclosure of proved reserves expressed as barrels of oil equivalent 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 Response The Company has referred to Instruction 3 to Item 1202(a)(2) of Regulation S-K and acknowledges the Staff's comment. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Company will revise the disclosure to include the basis for converting natural gas volumes to equivalent barrels of oil. The Company confirms that the equivalency basis used in the Filing is 6 000 standard cubic feet of natural gas is equivalent to 1 barrel of oil. 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 Response The Company has referred to the disclosure requirements under FASB ASC 932-235-50-5 and acknowledges the Staff's comment. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Company will revise the disclosure to provide a narrative explanation of the significant changes relating to revisions in Proved Reserves. Illustrative disclosure based on the Filing Changes to Proved Developed Reserves Natural Oil and Gas In the Mozambique Pande-Temane PPA asset, Proved Developed Reserves decreased by 204,9 billion cubic feet. This was mainly due to production of 109,2 billion cubic feet. The remaining 95,7 billion cubic feet is a Revision which follows from a detailed technical study of the reservoirs using latest field data which showed that installed facilities will produce less gas than previously estimated. In the Canada Farrell Creek and Cypress A asset, Proved Developed Reserves increased by 31,2 billion cubic feet. Continued development drilling resulted in Proved Developed Reserves increasing by 53,0 billion cubic feet, which was partly offset by production of 21,8 billion cubic feet . Synthetic oil On 1 July 2014, Sasol implemented our Project 2050 programme to extend the useful life of our Secunda Mining and Synfuels Coal Operations from 2029 to 2050. The extension in useful life resulted in a Revision of 413,6 million barrels. 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. Response The Company has referred to Item 1203(b) of Regulation S-K and acknowledges the Staff's comment. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Company will revise the disclosure to include an appropriate explanation of all material changes in Proved Undeveloped Reserves. Illustrative disclosure on material changes in Proved Undeveloped Reserves based on the annual report on Form 20-F for the year ended 30 June 2015 Changes to Proved Undeveloped Reserves In the Mozambique Pande-Temane PPA asset, Proved Undeveloped Reserves increased by 186,7 billion cubic feet. The Revision is based on the same detailed technical study of the reservoirs using latest field data mentioned in the Company's response to comment 4. The study showed that the amount of Proved Reserves that will be extracted by facilities and wells that have been approved but have not yet been constructed will more than offset the reduction in the amount estimated to be produced by presently installed facilities. 6. We note the definition 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 inconsistency with the definition of proved oil and gas reserves under Rule 4-10(a)(22) of Regulation S-X. Response The Company has referred to the definition under Rule 4-10(a)(22) of Regulation S-X and acknowledges the Staff's comment. In all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, the Company will revise the disclosure to ensure that the references to commercial recoverability are removed.The Company confirms that the Proved Reserves disclosed in the Filing are consistent with the definition under Rule 4-10(a)(22) of Regulation S-X. 7. We note that you incorporate a line item change captioned "Commercial Arrangements" in the disclosure 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 consistent with the change categories specified in FASB ASC 932. Response The Company has referred to the terminology under FASB ASC 932-235-50 and acknowledges the Staff's comment. Following a similar comment made by Staff in a letter dated 28 June 2013 relating to the Company's Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2012 the Company committed to expand the disclosure to include the definitions for the change categories 'Commercial Arrangements' and 'Operational Factors'. These definitions have been provided on page G-8 of the Filing. The Company will however revise the disclosure in all future filings, beginning with the annual report on Form 20-F for the year ended 30 June 2016, to use terminology consistent with the change categories specified in FASB ASC 932. The impact of Commercial Arrangements and Operational Factors will be disclosed under 'Revision of previous estimates'. 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 2015 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 reserves. Response The Company has referred to the definitions under Rule 4-10(a)(10) and Rule 4-10(a)(22) of Regulation S-X and FASB ASC 932-235-20 and acknowledges the Staff's comment. The Company believes that the estimates meet the requirements for disclosure as Proved Reserves. Although the details vary between the two assets, the underlying basis for disclosure of Proved Reserves is the same. The Company's disclosed Proved Reserve for each asset is the Company's share of the cumulative sum of future production for the period during which the future cash inflow, net of Royalty, for each field as a whole exceeds the associated cost. The Company believes that this volume constitutes a "resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation" (Rule 4-10(a)(10)). The future production and development costs for both Canada and Gabon include costs which are not dependent upon the volume of production. They are fixed and will be incurred even in the event of no future production. In Canada, these costs are transportation capacity reservation costs and asset retirement costs. The Company has included transportation costs in the disclosure as the gas must be transported to a point at which it can be sold; there is no price at the well head. In Gabon these costs are drilling rig and FPSO contract termination costs, current well activity costs and asset retirement costs. For both assets, and in all referenced years, these costs are solely responsible for the negative future cash flow. When evaluating whether a resource is economically producible, the Company believes it is appropriate to exclude those costs that are fixed and do not vary based on the amount of production. Accordingly, while the total future production and development costs result in a negative cumulative cash flow management will continue to produce because the cash flows that are dependent upon production - excluding the aforementioned costs - are positive. Accordingly, we believe that the criteria in Rule 4-10(a)(10) are met - the resources are economically producible - and that the resources meet the definition of a proved reserve in Rule 4-10(a)(22). 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 develop 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. Response How the prices were determined, including how they reflect the external evidence represented by current prices at and around June 30, 2015 Crude Oil Crude oil prices, utilised in impairment testing, are derived using forecasts from three external data analysis and research consultancies (Wood Mackenzie, PIRA Energy and IHS Incorporated). Equal weighting has been given to each of the external consultant's views in developing the crude oil price assumptions. Management believes that utilising an average of three forecasts will provide a higher degree of accuracy than any one assumption. The consultants' June 2015 price forecasts were used to derive the crude oil assumptions and were considered to reflect the market and external prices at the reporting date i.e. 30 June 2015. Natural gas Natural gas prices, utilised in impairment testing, are derived from a combination of forecasts by external consultants (Wood Mackenzie, PIRA Energy, IHS Incorporated and McDaniel & Associates Consultants Ltd. (McDaniel)). McDaniel provides Sasol with independent, third party assurance in terms of the Canadian reserves, and it was therefore deemed appropriate to assign a higher weighting to the natural gas price forecasts produced by them as an independent, external expert. Accordingly, the McDaniel price deck is assigned a weighting of 70%, whilst the average of the other three external experts are weighted at 30%. How the prices are used to develop cash flow projections, both for near-term and longer-term years The prices are used to develop cash flows by multiplying the price, in the near-term and longer-term, by the expected sales volumes of gas or oil; as appropriate. Management's best estimate of future production is influenced by the estimated prices referred to above, i.e. management would consider changes in the production and/or development profile of an asset based on significant changes in estimated prices. How the prices compare to the prices used in the most recent budgets or forecasts approved by management The Company uses the budget process as a planning mechanism to perform various scenario analyses to prepare the organisation for unforeseen events and a possible further deterioration in the macro-economic environment. It is further used to test capital allocation principles and risk mitigation initiatives given the anticipated lower-for-longer oil price environment. The budget contains two price scenarios, namely a "prudent" case and a "reference" case. The "prudent" budget price assumptions are lower than the external panel view. To ensure that Company's budget is stressed to a worst case scenario, the budget contains conservative price assumptions, which are not reflective of the external market. The "prudent case" assumptions are only used
2016-05-03 - CORRESP - SASOL LTD
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> May 03, 2016 Mr Brad Skinner Office of Natural Resources United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Sasol Limited Form 20-F for the Fiscal Year Ended June 30, 2015 Filed October 9, 2015 File No. 1-31615 Comment Letter dated April 28, 2016 Dear Sirs, We acknowledge receipt of your comment letter dated April 28, 2016 with respect to Sasol Limited's Form 20-F for the fiscal year ended June 30, 2015 filed on October 9, 2015 on File No. 1-31615. We estimate that we will be in position to respond to your questions by no later than June 13, 2016. Yours faithfully /s/ Mr B Nqwababa Chief Financial Officer 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: MSV Gantsho (Chairman) DE Constable (President & Chief Executive Officer)(Canadian) C Beggs HG Dijkgraaf (Dutch) VN Fakude (Executive) NNA Matyumza IN Mkhize ZM Mkhize MJN Njeke B Nqwababa (Executive) PJ Robertson (British and American) S Westwell (British) Company Secretary: VD Kahla </TEXT> </DOCUMENT>
2016-04-29 - UPLOAD - SASOL LTD
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
2015-04-06 - UPLOAD - SASOL LTD
April 6 , 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 Mr. Victor :
We refer you to our comment letter dated February 23, 2015 regarding business contacts
Sudan and Syria . We have completed our review of this subject matter. We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any proceeding initiated by the Co mmission or any
person under the federal securities laws of the United States. 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 Exch ange Act of 1934 and all applicable rules
require .
Sincerely,
/s/ Cecilia Blye
Cecilia Blye, Chief
Office of Global Security Risk
cc: Roger Schwall
Assistant Director
Division of Corporation Finance
2015-03-24 - CORRESP - SASOL LTD
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> 24 March 2015 Ms. Cecilia Blye, Chief Office of Global Security Risk Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Ms. Blye, Sasol Limited Annual Report on Form 20-F for the Year Ended 30 June 2014 Filed 29 September 2014 File No. 1-31615 We refer to the comment letter, dated 23 February 2015, from the staff of the Division of Corporation Finance (the "Staff") relating to the Form 20-F of Sasol Limited (the "Company") for the year ended 30 June 2014. Set forth below in detail are the responses to the Staff's comment letter, 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 year ended 30 June 2014. 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 of 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 anticipated 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 agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control. Response The Company does not have any operations in Syria or Sudan and is not contemplating investing in operations in these countries. The Company does not have any direct agreements, commercial arrangements, or other contacts with the governments of Sudan or Syria, nor, to our knowledge, with entities controlled by them. Contacts with Sudan Since 2011, neither the Company nor any of its affiliates, directly or through distributors, has sold any products to persons or entities located in Sudan. The Company and its affiliates do not currently have any offices, transactions, investments, activities or planned activities in Sudan, nor with any person or entity located in Sudan or any entity owned or controlled by any entity in Sudan. Contacts with Syria In 2012, the Company, directly through its affiliate, Sasol Olefins and Surfactants, sold chemical products to entities in Syria. These sales agreements were cancelled in 2012 with immediate effect, and the Company has not sold chemical products to Syria since then. The Company has however, indirectly, through a joint venture domiciled in Egypt, sold de minimis paraffin wax, which is produced by the joint venture partner, to entities in Syria. Paraffin wax is used in the production of candles. With effect from October 2014, all sales of paraffin wax to Syria were discontinued. None of these products were manufactured in the Company's US based operations, nor were any of these products sold by an entity incorporated in the US. General As of the date of this letter, the Company can confirm that it has no contact with Syria or Sudan. All sales agreements to entities in these regions have been discontinued. 2. Please discuss the materiality of any contacts with Sudan and Syria you described in response to the comment above, and whether those contacts 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 share 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 businesswith U.S.-designated state sponsors of terrorism. 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. Response The following table illustrates our sales into Syria for the six months ended 31 December 2014 and for the years ended 30 June 2014, 2013 and 2012, expressed in South African Rand (ZAR) and as a percentage of total group revenue. Half year Full year Full year Full year 2014* 2014 2013 2012 R' million R' million R' million R' million Syria 4 8 3 10 Total group revenue 99 837 202 683 169 891 159 114 % of group revenue 0,004% 0,004% 0,002% 0,006% * For the period 1 July 2014 to October 2014. Based on the above, the revenues generated by these products do not constitute a material portion of group revenue. The Company did not have any associated assets or liabilities, except for the related trade receivables associated with the revenue generated above, which is not material. The Company does not believe that a reasonable investor would consider Sasol's past interests and activities in Syria to be a material investment risk, either from an economic, financial or reputational point of view, given their extremely limited extent and nature and discontinuation of sales agreements since October 2014. Although the Company cannot predict future interpretations of sanction provisions and/or implementation policies of governments, we believe that our activities, as mentioned above, do not infringe any current U.S. or European Union sanctions and United Nations resolutions. The Company continues to evaluate the risk and implications of sanctions on our activities, and we have implemented measures to ensure that the Company, and in particular our U.S. employees, investors and subsidiaries of the group do not violate U.S. sanction legislation. We acknowledge 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 defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We appreciate the Staff's review of the Form 20-F for the year ended 30 June 2014. Should the Staff have any questions or require any additional information, please telephone the undersigned at +27-11-441-3435. My email address is paul.victor@sasol.com. Yours faithfully /s/ Paul Victor /s/ Bongani Nqwababa Paul Victor Bongani Nqwababa Group Financial Controller Chief Financial Officer 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: MSV Gantsho (Chairman) DE Constable (President & Chief Executive Officer)(Canadian) C Beggs HG Dijkgraaf (Dutch) VN Fakude (Executive) NNA Matyumza IN Mkhize ZM Mkhize MJN Njeke B Nqwababa (Executive) PJ Robertson (British and American) JE Schrempp (German) S Westwell (British) Company Secretary: VD Kahla </TEXT> </DOCUMENT>
2015-02-24 - CORRESP - SASOL LTD
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> February 24, 2015 Ms Cecilia Blye Chief Office of Global Security Risk United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Sasol Limited Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2014 Filed September 29, 2014 File No. 1-31615 Comment Letter dated February 23, 2015 Dear Sirs, We acknowledge receipt of your letter of comment dated February 23, 2015 with respect to Sasol Limited's Form 20-F for the year ended June 30, 2014 filed on September 29, 2014 on File No. 1-31615. We estimate that we will be in position to respond to your questions by no later than March 31, 2015. Yours faithfully /s/ Mr P Victor Acting Chief Financial Officer 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: MSV Gantsho (Chairman) DE Constable (President & Chief Executive Officer) (Canadian) C Beggs HG Dijkgraaf (Dutch) VN Fakude (Executive) NNA Matyumza IN Mkhize ZM Mkhize MJN Njeke PJ Robertson (British and American) JE Schrempp (German) P Victor (Executive) S Westwell (British) Company Secretary: VD Kahla </TEXT> </DOCUMENT>
2015-02-23 - UPLOAD - SASOL LTD
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
2013-09-11 - UPLOAD - SASOL LTD
September 11 , 2013 Via E -mail Ms. Kandimathie Christine Ramon Chief Financial Officer Sasol Limited 1 Sturdee Avenue Rosebank 2196 South Africa Re: Sasol Limited Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2012 Filed October 12, 2012 File No. 001-31615 Dear Ms. Ramon : We have completed our review of your filing . We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or 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. 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 rules require. Sincerely, /s/ Brad Skinner Brad Skinner Senior Assistant Chief Accountant
2013-08-02 - CORRESP - SASOL LTD
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
29 July 2013
Mr. Brad Skinner
Senior Assistant Chief Accountant
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C 20549
Dear Mr. Skinner
Sasol Limited Annual Report on Form 20-F for the
Year Ended June 30, 2012
Filed October 12, 2012
File No. 001-31615
We refer to the Staff's comment letter dated
28 June 2013, relating to the Form 20-F of
Sasol Limited (the Company for the year ended
30 June 2012. 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.
In response to the Staff's comments,
the Company intends to revise the disclosures in all
future filings, beginning with the annual report on
Form 20-F for the year ended 30 June 2013
(which the Company intends to file during October 2013),
as discussed in our responses.
1. Since you disclose synthetic oil as reserves
elsewhere in your filing under supplemental oil and gas information,
please expand your disclosure to include the production,
average sales price and average production cost for each of the
last three years in accordance with the requirements set forth in
Item 1204 of Regulation S-K.
Response
The Company has referred to Regulation S-K, Item 1204 and the
intends to revise the disclosure under the subheading
Synthetic Oil Equivalent Production, Production Prices and
Production Costs in future filings to
present the production, average sales price and
average production cost for each of the last three years.
For illustration purposes, we set out below the disclosures
as it would have appeared in our Form 20-F for the year
ended 30 June 2012:
2012 2011 2010
South Africa South Africa South Africa
(Rand per unit) (Rand per unit) (Rand per unit)
Average sales price per
barrel 865,76 675,76 564,64
Average production cost 376,65 323,84 278,19
per barrel
Production
(millions of barrels) 42,4 44,1 47,0
2. You disclose under this section that the
June 30, 2012 net quantities of proved condensate reserves
were .22 Mbbl.
However, elsewhere in this section you disclose quantities
in terms of MMbbl. Review your disclosure under this section
and revise as may be necessary to use consistent volume
measurements.
Response
The Company acknowledges the Staff's comment, and in all future
filings, beginning with the annual report on Form 20-F for the
year ended 30 June 2013, the Company will revise the disclosure
to ensure the consistent use of volume measurements.
For illustration purposes, the Company has set forth below a draft
of the modified disclosures regarding the net quantities of proved
condensate reserves relating to the Canada producing assets that the
Company believes are responsive to the Staff's comment.
Illustrative disclosure based on the annual report on Form 20-F
for the year ended 30 June 2012
Canada producing assets
In 2012, production from the Farrell Creek and Cypress A asset
amounted to 17,0 Bscf gas and 0,01 MMbbl condensate; and the net
economic interest proved reserves at 30 June 2012 are estimated
to be 55,21 Bscf gas and 0,22 MMbbl condensate.
3. We note your presentation of the average production cost
as a single value per thousand cubic feet/barrel. Please revise the
disclosure to separately present the cost per unit of gas and the
cost per unit of oil produced or to clarify that the presentation
represents a single aggregated unit cost disclosed on a gas or
oil equivalent basis.
Refer to the requirements set forth in Item 1204(b)(2).
Response
The Company acknowledges the Staff's comment, and in all
future filings, beginning with the annual report on Form 20-F
for the year ended 30 June 2013, the Company intends to revise
the disclosure under the subheading Oil and gas production prices
and costs to present the average production cost per unit of
gas and per unit of liquids as separate table entries.
The average production cost per unit of production is calculated
according to the primary sales product. Where a co-product is sold
(e.g. small liquid volumes associated with primary gas production)
the co-product is not included in the production cost calculation.
The Company confirms capital amortisation is performed on the same
basis.
For illustration purposes, we set out below the disclosures
as it would have appeared in our Form 20-F for the year ended
30 June 2012:
Illustrative disclosure based on the annual report on Form 20-F
for the year ended 30 June 2012
Oil and gas sales prices and production costs:
The table below summarises the average sales prices for natural
gas or oil produced and the average production cost, not including
ad valorem and severance taxes, per unit of production for each of
the last three years.
Average sales prices and production costs for the year ended
30 June
Mozambique Gabon Canada Other Areas
2010 (Rand per unit)
Average sales prices
Natural gas, per
thousand
standard cubic feet 11,2 - - -
Liquids, per barrel 324,2 455,4 - -
Average production cost*
Natural gas, per
thousand standard
cubic feet 2,6 - - -
Liquids, per barrel - 116,2 - -
Mozambique Gabon Canada Other Areas
2011 (Rand per unit)
Average sales prices
Natural gas, per
thousand
standard cubic feet 11,9 - 23,9 -
Liquids, per barrel 451,0 558,4 551,8
Average production cost*
Natural gas, per
thousand standard
cubic feet 2,3 - 7,9 -
Liquids, per barrel - 80,8 - -
Mozambique Gabon Canada Other Areas
2012 (Rand per unit)
Average sales prices
Natural gas, per
thousand
standard cubic feet 15,8 - 18,7 -
Liquids, per barrel 636,6 741,7 650,2 -
Average production cost*
Natural gas, per
thousand standard
cubic feet 3,4 - 9,2 -
Liquids, per barrel - 124,3 - -
* Average production costs per unit of production are
calculated according to the primary sales product.
4. Please refer to Item 1205 of Regulation S-K and revise
your disclosure to present the number of net wells drilled
Response
The Company acknowledges the Staff's comment, and in all
future filings, beginning with the annual report on Form 20-F
for the year ended 30 June 2013, the Company will revise the
disclosure under the subheading Exploratory and development
wells to present the net number of wells drilled as defined.
Additionally the Company will include further disclosure under
the subheading Other exploratory and development drilling
activities to disclose the net number of other well types as
defined in Regulation S-X Part 210.4-10 (a).
For illustration purposes, we set out below the
disclosures as it would have appeared in our Form 20-F
for the year ended 30 June 2012
Illustrative disclosure based on the annual report on
Form 20-F for the year ended 30 June 2012
Exploratory and development wells:
The table below provides the number of net exploratory wells
and development wells completed regardless of when drilling
was initiated, in each of the last three years.
Number of wells drilled for the year ended 30 June
Mozam- Other
bique Gabon Canada areas Total
(net number of wells drilled)
2010
Exploratory
well-productive - - - - -
Exploratory well-dry - - - - -
Development
well-productive - 0,3 - - 0,3
Development well-dry - - - - -
2011
Exploratory
well-productive 1,0 - - - 1,0
Exploratory well-dry - - - - -
Development
well-productive 2,1 0,6 - - 2,7
Development well-dry - - - - -
2012
Exploratory
well-productive - - - - -
Exploratory well-dry - - - - -
Development
well-productive - - 26,0 - 26,0
Development well-dry - - - - -
A dry well is an exploratory or development well that proves
to be incapable of producing either oil or natural gas in
sufficient quantities to justify completion.
A productive well is an exploratory or development well
that is not a dry well.
Other exploratory and development drilling activities:
The table below provides the number of net wells, that are
not exploratory wells or development wells, drilled in each of
the last three years.
Number of wells drilled for the year ended 30 June
Mozam- Other
bique Gabon Canada areas Total
(net number of wells drilled)
2010
Stratigraphic test well
exploratory type - 0,9 - - 0,9
Stratigraphic test well
development type - - - - -
Service well - - - - -
2011
Stratigraphic test well
exploratory type 2,0 0,3 - 0,6 2,9
Stratigraphic test well - - - - -
development type
Service well - - - - -
2012
Stratigraphic test well
exploratory type - - - 0,4 0,4
Stratigraphic test well
development type - - - - -
Service well - - 0,5 - 0,5
-A stratigraphic test well is drilled to obtain information
pertaining to a specific geological condition and is customarily
drilled without the intent of being completed. Stratigraphic
test wells are exploratory type if not drilled in a known area
or development type if drilled in known area.
-A service wells is an injection well, water supply / disposal
well or an observation well.
5. Please refer to the definitions contained in
Item 1208(c) and revise your disclosure to provide the area
in terms of acres.
Alternatively, disclose the factor to convert the area
from km2 to acres as a footnote to the table.
Response
The Company acknowledges the Staff's comment, and in all
future filings, beginning with the annual report on Form 20-F
for the year ended 30 June 2013, the Company will revise the
disclosure under the subheading Productive wells and area to
provide the developed and undeveloped amounts in acres.
For illustration purposes, we set out below the disclosures as
it would have appeared in our Form 20-F for the year ended
30 June 2012:
Illustrative disclosure based on the annual report on
Form 20-F for the year ended 30 June 2012
Productive wells and acreage:
The table below provides details of the productive wells
and the amount of developed and undeveloped acreage at
30 June 2012.
Number of productive wells and acreage concentrations
at 30 June 2012
Mozambique Gabon Canada Other Total
Productive oil wells (number)
Gross 1 10 - - 11
Net 1,0 2,8 - - 3,8
Productive gas wells (number)
Gross 22 - 88 - 110
Net 15,4 - 44,0 - 59,4
Number of productive wells and acreage concentrations
at 30 June 2012
Mozambique Gabon Canada Other Total
Developed acreage
(thousand acres)
Gross 431,7 28,7 27,2 - 487,6
Net 302,2 8,0 13,6 - 323,8
Undeveloped acreage
(thousand acres)
Gross 7 708,5 730,9 84,3 17 916,9 26 440,5
Net 5 591,8 219,3 42,2 5 951,6 11 804,8
- A productive well is a producing well or a well that is
mechanically capable of production.
- Certain licenses in Mozambique overlap as they
relate to specific stratigraphic horizons.
6. Item 1208(b) of Regulation S-K requires the disclosure of
material amounts of expiring acreage by geographic area.
Please expand your discussion of the individual concessions and
licenses on pages 129 through 130 to include such disclosure.
Response
The Company acknowledges the Staff's comment, and in all future
filings, beginning with the annual report on Form 20-F for the
year ended 30 June 2013, the Company will expand its disclosure
on licence terms to more clearly identify amounts of expiring
acreage.
For illustration purposes, we set out below the disclosures as it
would have appeared in our Form 20-F for the year ended 30 June 2012:
Illustrative disclosure based on the annual report on Form 20-F
for the year ended 30 June 2012
Licence terms Mozambique: The Petroleum Production Agreement for
the Pande-Temane PPA asset expires in 2034 and carries two possible
five year extensions. There are no remaining licence obligations
and there is no requirement to relinquish any acreage until the
expiry of the Petroleum Production Agreement.
The Pande-Temane PSA licence is in the third and last exploration
period.
Two discovery areas (Pande/Corvo/Tafula and Temane/Temane East
/Inhassoro) are currently being appraised. The appraisal phase
is scheduled to end in December 2012. The decision to develop the
fields and retain the associated acreage is dependent on the appraisal
results (442,8 thousand undeveloped net acres affected).
The Exploration and Production Concession for Blocks 16&19 is in the
third and last exploration period which expires in June 2013.
There are no remaining commitments. The acreage will be relinquished
at the end of the exploration period unless the Njika discovery is
declared commercial (1 157,6 thousand undeveloped net acres affected).
The Exploration and Production Concession M-10 is in the second
exploration period which carries a one well commitment and is due to
expire in January 2013. Approval to drill the commitment well (Mupeji)
has been obtained and preparation is under way to drill the well.
The decision to enter the third exploration period and associated
acreage relinquishment is dependent on the drilling results and ongoing
study work (320,0 thousand undeveloped net acres affected).
The Exploration and Production Concession Sofala is in the second
exploration period which expires in January 2013. The gravity survey and
seismic acquisition commitments have been completed. The decision to
enter the third exploration period and associated acreage relinquishment
is dependent on the seismic interpretation results and ongoing study work
(1 809,3 thousand undeveloped net acres affected).
The Exploration and Production Concession Area A licence is in the first
exploration period which expires in May 2014. The gravity survey
commitment has been completed and the seismic acquisition commitment
has commenced. The decision to enter the second exploration period and
associated acreage relinquishment is dependent on the seismic
interpretation results and ongoing study work
(1 862,1 thousand undeveloped net acres affected).
Licence terms Gabon: The exploration area of the Etame Marin Permit
expires in July 2014. There is 1 well commitment outstanding.
The decision to apply for permission to exploit the area and retain
acreage is dependent on the drilling results and ongoing study work.
The full exploration area will be relinquished if it is decided not to
submit a development plan (219,3 thousand undeveloped net acres affected).
The exploitation area of the Etame Marin Permit is covered by three 10 year
Exclusive Exploitation Authorisations each with two five year extensions
available on request and subject to government decree.
The Etame Exclusive Exploitation Authorisation is in the first extension
period to July 2016. The Exclusive Exploitation Authorisations for Avouma
and Ebouri expire in March 2015 and June 2016, respectively.
The current plan of development is based on granting of the various
extensions to July 2021.
Licence terms Canada: As at 30 June 2012, Farrell Creek comprised of
26 licenses and leases and Cypress A comprised of 27 licenses and leases.
Acreage retention and the conversion of licenses
(which carry no production rights) to leases
(with production rights) is enabled by drilling commitments,
the provincial government's prescribed lease selection and validation
process and license extension applications. The decision to retain
acreage and convert licences
to leases is dependent on the drilling results and ongoing study work.
Drilling and retention activities have been and will be included in the
applicable work programmes in order that licences and leases that are due
to expire before 30 December 2013 are retained (10 licences and leases,
4,4 thousand undeveloped and 9,5 thousand developed net acres).
Licence terms other areas: The Botswana licences PL134/2010, PL135/2010
and PL136/2010 are in the first exploration period which expires in
September 2013. The plan is to obtain government approval by June 2013 to
continue the curr
2013-07-30 - CORRESP - SASOL LTD
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
29 July 2013
Mr. Brad Skinner
Senior Assistant Chief Accountant
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C 20549
Dear Mr. Skinner
Sasol Limited Annual Report on Form 20-F for the
Year Ended June 30, 2012
Filed October 12, 2012
File No. 001-31615
We refer to the Staff's comment letter dated
28 June 2013, relating to the Form 20-F of
Sasol Limited (the Company for the year ended
30 June 2012. 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.
In response to the Staff's comments,
the Company intends to revise the disclosures in all
future filings, beginning with the annual report on
Form 20-F for the year ended 30 June 2013
(which the Company intends to file during October 2013),
as discussed in our responses.
1. Since you disclose synthetic oil as reserves
elsewhere in your filing under supplemental oil and gas information,
please expand your disclosure to include the production,
average sales price and average production cost for each of the
last three years in accordance with the requirements set forth in
Item 1204 of Regulation S-K.
Response
The Company has referred to Regulation S-K, Item 1204 and the
intends to revise the disclosure under the subheading
Synthetic Oil Equivalent Production, Production Prices and
Production Costs in future filings to
present the production, average sales price and
average production cost for each of the last three years.
For illustration purposes, we set out below the disclosures
as it would have appeared in our Form 20-F for the year
ended 30 June 2012:
2012
South Africa
(Rand per
unit)
2011
South Africa
(Rand per
unit)
2010
South Africa
(Rand per
unit)
Average sales price per barrel
865,76
675,76
564,64
Average production cost per barrel
376,65
323,84
278,19
Production (millions of barrels)
42,4
44,1
47,0
2. You disclose under this section that the
June 30, 2012 net quantities of proved condensate reserves
were .22 Mbbl.
However, elsewhere in this section you disclose quantities
in terms of MMbbl. Review your disclosure under this section
and revise as may be necessary to use consistent volume
measurements.
Response
The Company acknowledges the Staff's comment, and in all future
filings, beginning with the annual report on Form 20-F for the
year ended 30 June 2013, the Company will revise the disclosure
to ensure the consistent use of volume measurements.
For illustration purposes, the Company has set forth below a draft
of the modified disclosures regarding the net quantities of proved
condensate reserves relating to the Canada producing assets that the
Company believes are responsive to the Staff's comment.
Illustrative disclosure based on the annual report on Form 20-F
for the year ended 30 June 2012
Canada producing assets
In 2012, production from the Farrell Creek and Cypress A asset
amounted to 17,0 Bscf gas and 0,01 MMbbl condensate; and the net
economic interest proved reserves at 30 June 2012 are estimated
to be 55,21 Bscf gas and 0,22 MMbbl condensate.
3. We note your presentation of the average production cost
as a single value per thousand cubic feet/barrel. Please revise the
disclosure to separately present the cost per unit of gas and the
cost per unit of oil produced or to clarify that the presentation
represents a single aggregated unit cost disclosed on a gas or
oil equivalent basis.
Refer to the requirements set forth in Item 1204(b)(2).
Response
The Company acknowledges the Staff's comment, and in all
future filings, beginning with the annual report on Form 20-F
for the year ended 30 June 2013, the Company intends to revise
the disclosure under the subheading Oil and gas production prices
and costs to present the average production cost per unit of
gas and per unit of liquids as separate table entries.
The average production cost per unit of production is calculated
according to the primary sales product. Where a co-product is sold
(e.g. small liquid volumes associated with primary gas production)
the co-product is not included in the production cost calculation.
The Company confirms capital amortisation is performed on the same
basis.
For illustration purposes, we set out below the disclosures
as it would have appeared in our Form 20-F for the year ended
30 June 2012:
Illustrative disclosure based on the annual report on Form 20-F
for the year ended 30 June 2012
Oil and gas sales prices and production costs:
The table below summarises the average sales prices for natural
gas or oil produced and the average production cost, not including
ad valorem and severance taxes, per unit of production for each of
the last three years.
Average sales prices and production costs for the year
ended 30 June
Mozambique
Gabon
Canada
Other
areas
(Rand per unit)
2010
Average sales prices
Natural gas, per thousand standard cubic feet
11,2
-
-
-
Liquids, per barrel
324,2
455,4
-
-
Average production cost*
Natural gas, per thousand standard cubic feet
2,6
-
-
-
Liquids, per barrel
-
116,2
-
-
2011
Average sales prices
Natural gas, per thousand standard cubic feet
11,9
-
23,9
-
Liquids, per barrel
451,0
558,4
551,8
-
Average production cost*
Natural gas, per thousand standard cubic feet
2,3
-
7,9
-
Liquids, per barrel
-
80,8
-
-
2012
Average sales prices
Natural gas, per thousand standard cubic feet
15,8
-
18,7
-
Liquids, per barrel
636,6
741,7
650,2
-
Average production cost*
Natural gas, per thousand standard cubic feet
3,4
-
9,2
-
Liquids, per barrel
-
124,3
-
-
* Average production costs per unit of production are
calculated according to the primary sales product.
4. Please refer to Item 1205 of Regulation S-K and revise
your disclosure to present the
number of net wells drilled
Response
The Company acknowledges the Staff's comment, and in all
future filings, beginning with the annual report on Form 20-F
for the year ended 30 June 2013, the Company will revise the
disclosure under the subheading Exploratory and development
wells to present the net number of wells drilled as defined.
Additionally the Company will include further disclosure under
the subheading Other exploratory and development drilling
activities to disclose the net number of other well types as
defined in Regulation S-X Part 210.4-10 (a).
For illustration purposes, we set out below the
disclosures as it would have appeared in our Form 20-F
for the year ended 30 June 2012
Illustrative disclosure based on the annual report on
Form 20-F for the year ended 30 June 2012
Exploratory and development wells:
The table below provides the number of net exploratory wells
and development wells completed regardless of when drilling
was initiated, in each of the last three years.
Number of wells drilled for the year ended 30 June
Mozambique
Gabon
Canada
Other
areas
Total
(net number of wells drilled)
2010
Exploratory well-productive
-
-
-
-
-
Exploratory well-dry
-
-
-
-
-
Development well-productive
-
0,3
-
-
0,3
Development well-dry
-
-
-
-
-
2011
Exploratory well-productive
1,0
-
-
-
1,0
Exploratory well-dry
-
-
-
-
-
Development well-productive
2,1
0,6
-
-
2,7
Development well-dry
-
-
-
-
-
2012
Exploratory well-productive
-
-
-
-
-
Exploratory well-dry
-
-
-
-
-
Development well-productive
-
-
26,0
-
26,0
Development well-dry
-
-
-
-
-
- A dry well is an exploratory or development well that
proves to be incapable of producing either oil or natural gas
in sufficient quantities to justify completion.
- A productive well is an exploratory or development well
that is not a dry well.
Other exploratory and development drilling activities:
The table below provides the number of net wells, that are not
exploratory wells or development wells, drilled in each of
the last three years.
Number of wells drilled for the year ended 30 June
Mozambique
Gabon
Canada
Other
areas
Total
(net number of wells drilled)
2010
Stratigraphic test well exploratory type
-
0,9
-
-
0,9
Stratigraphic test well development type
-
-
-
-
-
Service well
-
-
-
-
-
2011
Stratigraphic test well exploratory type
2,0
0,3
-
0,6
2,9
Stratigraphic test well development type
-
-
-
-
-
Service well
-
-
-
-
-
2012
Stratigraphic test well exploratory type
-
-
-
0,4
0,4
Stratigraphic test well development type
-
-
-
-
-
Service well
-
-
0,5
-
0,5
- A stratigraphic test well is drilled to obtain
information pertaining to a specific geological condition
and is customarily drilled without the intent of being
completed.
Stratigraphic test wells are exploratory type if not drilled
in a known area or development type if drilled in known area.
- A service wells is an injection well, water supply
/ disposal well or an observation well.
5. Please refer to the definitions contained in
Item 1208(c) and revise your disclosure to provide the area
in terms of acres.
Alternatively, disclose the factor to convert the area
from km2 to acres as a footnote to the table.
Response
The Company acknowledges the Staff's comment, and in all
future filings, beginning with the annual report on Form 20-F
for the year ended 30 June 2013, the Company will revise the
disclosure under the subheading Productive wells and area to
provide the developed and undeveloped amounts in acres.
For illustration purposes, we set out below the disclosures as
it would have appeared in our Form 20-F for the year ended
30 June 2012:
Illustrative disclosure based on the annual report on
Form 20-F for the year ended 30 June 2012
Productive wells and acreage:
The table below provides details of
the productive wells and the amount of developed and
undeveloped acreage at 30 June 2012.
Number of productive wells and acreage
concentrations at 30 June 2012
Mozambique
Gabon
Canada
Other
Total
Productive oil wells (number)
Gross
1
10
-
-
11
Net
1,0
2,8
-
-
3,8
Productive gas wells (number)
Gross
22
-
88
-
110
Net
15,4
-
44,0
-
59,4
Developed acreage (thousand acres)
Gross
431,7
28,7
27,2
-
487,6
Net
302,2
8,0
13,6
-
323,8
Undeveloped acreage (thousand acres)
Gross
7 708,5
730,9
84,3
17 916,9
26 440,5
Net
5 591,8
219,3
42,2
5 951,6
11 804,8
- A productive well is a producing well or a well that is
mechanically capable of production.
- Certain licenses in Mozambique overlap as they
relate to specific stratigraphic horizons.
6. Item 1208(b) of Regulation S-K requires the disclosure of
material amounts of expiring acreage by geographic area.
Please expand your discussion of the individual concessions and
licenses on pages 129 through 130 to include such disclosure.
Response
The Company acknowledges the Staff's comment, and in all future
filings, beginning with the annual report on Form 20-F for the
year ended 30 June 2013, the Company will expand its disclosure
on licence terms to more clearly identify amounts of expiring
acreage.
For illustration purposes, we set out below the disclosures as it
would have appeared in our Form 20-F for the year ended 30 June 2012:
Illustrative disclosure based on the annual report on Form 20-F
for the year ended 30 June 2012
Licence terms Mozambique: The Petroleum Production Agreement for
the Pande-Temane PPA asset expires in 2034 and carries two possible
five year extensions. There are no remaining licence obligations
and there is no requirement to relinquish any acreage until the
expiry of the Petroleum Production Agreement.
The Pande-Temane PSA licence is in the third and last exploration
period.
Two discovery areas (Pande/Corvo/Tafula and Temane/Temane East
/Inhassoro) are currently being appraised. The appraisal phase
is scheduled to end in December 2012. The decision to develop the
fields and retain the associated acreage is dependent on the appraisal
results (442,8 thousand undeveloped net acres affected).
The Exploration and Production Concession for Blocks 16&19 is in the
third and last exploration period which expires in June 2013.
There are no remaining commitments. The acreage will be relinquished
at the end of the exploration period unless the Njika discovery is
declared commercial (1 157,6 thousand undeveloped net acres affected).
The Exploration and Production Concession M-10 is in the second
exploration period which carries a one well commitment and is due to
expire in January 2013. Approval to drill the commitment well (Mupeji)
has been obtained and preparation is under way to drill the well.
The decision to enter the third exploration period and associated
acreage relinquishment is dependent on the drilling results and ongoing
study work (320,0 thousand undeveloped net acres affected).
The Exploration and Production Concession Sofala is in the second
exploration period which expires in January 2013. The gravity survey and
seismic acquisition commitments have been completed. The decision to
enter the third exploration period and associated acreage relinquishment
is dependent on the seismic interpretation results and ongoing study work
(1 809,3 thousand undeveloped net acres affected).
The Exploration and Production Concession Area A licence is in the first
exploration period which expires in May 2014. The gravity survey
commitment has been completed and the seismic acquisition commitment
has commenced. The decision to enter the second exploration period and
associated acreage relinquishment is dependent on the seismic
interpretation results and ongoing study work
(1 862,1 thousand undeveloped net acres affected).
Licence terms Gabon: The exploration area of the Etame Marin Permit
expires in July 2014. There is 1 well commitment outstanding.
The decision to apply for permission to exploit the area and retain
acreage is dependent on the drilling results and ongoing study work.
The full exploration area will be relinquished if it is decided not to
submit a development plan (219,3 thousand undeveloped net acres affected).
The exploitation area of the Etame Marin Permit is covered by three 10 year
Exclusive Exploitation Authorisations each with two five year extensions
available on request and subject to government decree.
The Etame Exclusive Exploitation Authorisation is in the first extension
period to July 2016. The Exclusive Exploitation Authorisations for Avouma
and Ebouri expire in March 2015 and June 2016, respectively.
The current plan of development is based on granting of the various
extensions to July 2021.
Licence terms Canada: As at 30 June 2012, Farrell Creek comprised of
26 licenses and leases and Cypress A comprised of 27 licenses and leases.
Acreage retention and the conversion of licenses
(which carry no production rights) to leases
(with production rights) is enabled by drilling commitments,
the provincial government's prescribed lease selection and validation
process and license extension applications. The decision to retain
acreage and convert licences
to leases is dependent on the drilling results and ongoing study work.
Drilling and retention activities have been and will be included in the
applicable work programmes in order that licences and leases that are due
to expire before 30 December 2013 are retained (10 licences and leases,
4,4 thousand undeveloped and 9,5 thousand developed net acres).
Licence terms other areas: The Botswana licences PL134/2010, PL135/2010
and PL136/2010 are in the first exploration period which expires in
September 2013. The plan is to obtain government approval by June 2013 to
continue the current work programme into the second exploration period
in order to complete the minimum commitments (367,0 thousand undeveloped
net acres affected).
In the Papua New Guinea PPL285, 286, and 288 licences the plan is to
retain a prospective area in the north of PPL285 and PPL288
(685,9 thousand undeveloped net acres) under a combined new licence.
The remaining areas of PPL285 and PPL288 and all of PPL286
(2 922,9 thousand undeveloped net acres) will be relinquished
or assigned. The PPL287 licence is in its third explo
2013-07-01 - CORRESP - SASOL LTD
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> July 1, 2013 Mr Brad Skinner Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Sasol Limited Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2012 Filed October 12, 2012 File No. 001-31615 Comment Letter dated June 28, 2013 Dear Sirs, We acknowledge receipt of your letter of comment dated June 28, 2013 with respect to our Form 20-F for the year ended June 30, 2012 filed on October 12, 2012 on File No. 1-31615. We estimate that we will be in position to respond to your questions by no later than July 31, 2013. Yours faithfully /s/ Ms K C Ramon Chief Financial Officer 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: TH Nyasulu (Chairman) DE Constable (Chief Executive Officer) (Canadian) C Beggs HG Dijkgraaf (Dutch) VN Fakude (Executive) MSV Gantsho IN Mkhize ZM Mkhize MJN Njeke KC Ramon (Executive) PJ Robertson (British and American) JE Schrempp (German) S Westwell (British) Company Secretary:VD Kahla </TEXT> </DOCUMENT>
2013-06-28 - UPLOAD - SASOL LTD
June 28, 2013
Via E -mail
Ms. Kandimathie Christine Ramon
Chief Financial Officer
Sasol Limited
1 Sturdee Avenue
Rosebank 2196
South Africa
Re: Sasol Limited
Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2012
Filed October 12, 201 2
File No. 001 -31615
Dear Ms. Ramon :
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 this letter within ten business days by amending your filing, 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 or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Annual Report on Form 20 -F for the Fiscal Year Ended June 30, 2012
Synthetic Oil Activities, page 118
Synthetic Oil Equivalent Production, Production Prices and Production Costs, page 119
1. Since you disclose synthetic oil as reserves elsewhere in your filing under supplemental
oil and gas information, please expand your disclosure to include the production, average
sales price and average production cost for each of the last three years in accorda nce with
the requirements set forth in Item 1204 of Regulation S -K.
Ms. Ramon
Sasol Limited
June 28, 2013
Page 2
Oil and Gas Production and Exploration Operations, page 119
Canada Producing Assets, page 120
2. You d isclose under this section that the June 30, 2012 net quantities of proved condensate
reserves were .22 Mbbl. However, elsewhere in this section you disclose quantities in
terms of MMbbl. Review your disclosure under this section and revise as may be
necessary to use consistent volume measurements.
Reserve Disclosure, page 121
Oil and Gas Sales Prices and Production Costs, page 124
3. We note you r presentation of the average production cost as a single value per thousand
cubic feet/barrel. Please revise the disclosure to separately present the cost per unit of
gas and the cost per unit of oil produced or to clarify that the presentation represents a
single aggregated unit cost disclosed on a gas or oil equivalent basis. Refer to the
requirements set forth in Item 1204(b)(2).
Exploratory and Development Wells, page 125
4. Please refer to Item 1205 of Regulation S -K and revise your disclosure to present the
number of net wells drilled.
Productive Wells and Area , page 129
5. Please refer to the definitions contained in Item 1208(c) and revise your disclosure to
provide the area in terms of ac res. Alternatively , disclose the factor to convert the area
from km2 to acres as a footnote to the table.
6. Item 1208(b) of Regulation S -K requires the disclosure of material amounts of expiring
acreage by geographic area. Please expand your discussion of the individual concessions
and licenses on pages 129 through 130 to include such disclosure.
Supplemental Oil and Gas Information (Unaudited), page G -1
7. We note your disclosure of synthetic oil as reserves . Please refer to the definition of
reserves contained in Rule 4 -10(a)(26) and tell us if all such reserves are the result of the
extraction of saleable hydrocarbons from coal reserves in which you have an underlying
direct ownership and exclusive of any coal which you have otherwise purchased.
Ms. Ramon
Sasol Limited
June 28, 2013
Page 3
Table 4-Proved Reserve Quantity Information, page G -5
8. Please revise Table 4 as follows:
Specify, if true, that the right -most three columns relate to natural gas as the
product type and to indicate the measurement units for the reserve quantities
disclosed per the requirements in FASB ASC paragraph 932 -235-50-4;
Clarify, if true, that the geographic area/country associated with “Other Areas” is
Gabon per the requirements in FASB ASC paragraph 932 -235-6A;
Revise the caption “Commercial arrangements” to use terminology consistent
with the change categories specified in FASB ASC paragraph 932 -235-50-5, and;
Disclose volumes of proved undeveloped reserves as required by FASB ASC
paragraph 932 -235-50-4.
Table 5 -Standardized Measure of Discounted Future Net Cas h Flows, page G -7
9. You state on page G -8 that your estimated future cash inflows from production were
computed by applying the average price for oil and gas for the 12 -month period prior to
the end of the reporting period. Please tell us how you have cons idered the SEC
requirements for prices as defined in part (v) of the definition of proved oil and gas
reserves contained in Rule 4 -10(a)(22) of Regulation S -X.
10. Please tell us how you have considered the inclusion of abandonment costs as
development costs in the preparation of the standardized measure relating to your proved
oil and gas reserve quantities. Refer to the guidance provided by the Division of
Corporation Finance at http://www.sec.gov/divisions/corpfin/guidance/oilgasletter.htm.
We urge all p ersons 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 ma nagement are
in possession of all facts relating to a 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
Ms. Ramon
Sasol Limited
June 28, 2013
Page 4
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 John Cannarella at (202) 551 -3337 if you have questions regarding
comments on the financial statements and related matters. You may contact John Hodgin at (202)
551-3699 regarding engineering comments. Please contact me at (202) 551 -3489 with any other
questions.
Sincerely,
/s/ Brad Skinner
Brad Skinner
Senior Assistant Chief Accountant
2012-06-12 - UPLOAD - SASOL LTD
June 12 , 201 2 Via E -mail Ms. Kandimathie Christine Ramon Chief Financial Officer Sasol Limited 1 Sturdee Avenue Rosebank 2196 South Africa Re: Sasol Limited Annual Report on Form 20 -F for th e Fiscal Year Ended June 30, 2011 Filed October 7, 2011 File No. 1-31615 Dear Ms. Ramon : We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with resp ect to the company or 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. We u rge 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 rules require. Sincerely, /s/H. Roger Schwall H. Roger Schwall Assistant Director
2012-05-15 - CORRESP - SASOL LTD
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> 15 May 2012 Mr. H. Roger Schwall Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, D.C 20549 Dear Mr. Schwall Sasol Limited Annual Report on Form 20-F for the Year Ended June 30, 2011 Filed October 7, 2011 File No. 1-31615 We refer to the Staffs comment letter dated 20 April 2012, relating to the Form 20-F of Sasol Limited (the "Company") for the year ended 30 June 2011. 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 year ended 30 June 2011. 1. We note disclosure here and throughout the Form 20-F regarding contacts with Iran. Please update us on your contacts with Iran since your letters to us of April 13, 2006 and July 21, 2006, and with Syria and Sudan since your letter to us of March 11, 2008, whether through subsidiaries, distributors, resellers, affiliates or other indirect arrangements. In this regard, we note that your Form 20-F does not provide disclosure about contacts with Syria and Sudan. Please tell us about the outcome of the feasibility studies relating to a gas-to-liquids project in Iran discussed in your 2006 letters and the potential ammonia/urea project at Assaluyeh, Iran discussed in your 2009 Form 20-F, and tell us about the ethane cracker commissioned at your Arya Sasol Polymer Project in November 2007 and the low-density polyethylene plant and high-density polyethylene plant that reached beneficial operation in 2009. Please discuss whether and how these activities affected your disclosure about the risk of violating sanctions based upon the business you do in Iran and the products that you produce there. Response The Company does not have any operations in Syria or the Sudan and is not contemplating investing in operations in these countries. As noted in our response letter dated 11 March 2008, the Company, directly through its affiliates, Sasol Olefins and Surfactants, Sasol Solvents and Sasol Wax and through its distributors, has sold chemical products to entities in Syria and the Sudan. Refer to response to comment 4 below for details. The Company has a 63,64% interest in the National Petroleum Refiners of South Africa (Pty) Ltd (Natref) refinery, with its joint venture partner owning the remaining interest. The Natref refinery is managed and operated on a time basis proportional to each partner's interest. Each joint venture partner sources its crude oil requirements and markets refined products from its utilisation of the Natref refinery independently from the other partner. Accordingly, the Company has no control over its joint venture partner's management, crude oil purchases or marketing operations involving the Natref refinery. With respect to the Company's utilisation of the Natref refinery, in the past approximately 50% of its crude oil requirements has been obtained from the Middle East (approximately 12 000 barrels per day (bpd) of crude oil was purchased from Naftiran Intertrade Company Limited of Iran and approximately 19 300 bpd of crude oil was purchased from Saudi Arabia), through crude oil spot and term contracts, respectively. Purchases from Iran were terminated and the last Iranian crude cargoes were uplifted in February 2012. Replacement of crude oil is being sourced from Saudi Arabia and spot markets, including West Africa and other sources. The feasibility studies relating to the gas-to-liquids project and a potential ammonia/urea project in Iran did not result in any further developments or investments. The Company is not pursuing any new opportunities in Iran. With regards to the risks associated with the Arya Sasol Polymer plant, the following should be noted: * The risks related to the sanction programmes administered by the United States (US) government do not currently, in our view, apply directly to either the Company or its affiliates involved in activities in Iran, as none of them would be considered US persons under these regulations. Nonetheless, because the Company is a multi-national enterprise, the Iranian Transactions Regulations (ITR), administered by the US Treasury Department Office of Foreign Assets Control (OFAC), may apply to certain entities within the group, including US employees, investors and certain subsidiaries. * Accordingly, the Company has initiated a review of its Iranian activities and is currently considering divestment options, and has apprised OFAC of its intention to divest of this investment. 2. As you know, Iran, Syria and Sudan are identified by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your response should describe any services or products you have provided to Iran, Syria and Sudan and any agreements, commercial arrangements, or other contacts you have had with the governments of these countries, or entities controlled by their governments. We note for instance that your Arya Sasol Polymer joint venture partner is a subsidiary of the National Petrochemical Company of Iran and that Natref obtains crude oil from Naftiran Intertrade Company Limited, which is wholly-owned by National Iranian Oil Co. Response The Company does not have any direct agreements, commercial arrangements, or other contacts with the governments of Iran, Syria and Sudan, or to our knowledge with entities controlled by them. As noted above, with respect to the Company?s 63,64% interest in the Natref facility, the Company has in the past obtained approximately 50% of its crude oil requirements from the Middle East (of the purchases from the Middle East, approximately 12 000 barrels per day (bpd) of crude oil was purchased from Naftiran Intertrade Company Limited of Iran and approximately 19 300 bpd of crude oil was purchased from Saudi Arabia) through crude oil spot and term contracts, respectively. Purchases from Iran were terminated and the last Iranian crude cargoes were uplifted in February 2012. Sasol Polymers Germany GmbH, a company incorporated and having its principal place of business in Germany, is a wholly-owned subsidiary of the Company, which entered into a joint venture, Arya Sasol Polymer Company (ASPC), with National Petrochemical Company of Iran (NPC) to construct and operate an integrated ethylene and polyethylene production facility in Iran in 2003. Since 2003, NPC has diversified its shareholding into various private companies and to the Company?s knowledge, NPC currently holds only approximately a 20% indirect shareholding in ASPC. The Company seconds contractually a number of employees (approximately 12) to ASPC, who report and are accountable to ASPC's management on a daily basis. The involvement of NPC in ASPC in Iran is mainly limited to a feedstock supplier and periodically the provider of human resources, who are accountable to ASPC's management. Accordingly, the Company and NPC are not involved in the daily operations and decision making of ASPC. Both the Company and NPC participate as non-executive directors on the ASPC board in terms of the shareholders agreement and their influence on the management of ASPC are limited to those board decisions. 3. Please tell us whether any of the services, products, compounds or by-products you produce in or export to Iran, Syria or Sudan, directly or indirectly, have military or weapons applications. Describe any such applications made of those services, products, compounds or by-products in or by those countries, of which you are aware. Response The Company does not sell products of a military nature or products with a dual military application knowingly directly to Iran, Syria and the Sudan. 4. Please discuss the materiality of your contacts with Syria and Sudan described in response to the foregoing comments and whether those contacts 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 share value. 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 terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan. Response The Company does not have any operations in Syria or the Sudan and is not contemplating investing in operations in these countries. The Company, directly through its affiliates Sasol Olefins and Surfactants, Sasol Solvents and Sasol Wax, and indirectly through its distributors, has sold chemical products to entities in Syria and the Sudan. None of these products were manufactured in the Company's US based operations, nor were any of these products sold by an entity incorporated in the US. Sales for the six months ended 31 December 2012 and the years ended 30 June 2011, 2010 and 2009 were as follows: Half year Full year Full year Full year 2012 2011 2010 2009 R' million R' million R' million R' million Syria 6 13 12 17 The Sudan - 2 5 8 6 15 17 25 Total group revenue 83 303 142 436 122 256 137 836 % of group revenue 0,01% 0,01% 0,01% 0,02% The products are generally used in the detergent, personal care and food industries and in the production of paint and adhesives. All of these products are commodity-type products which are readily available from many suppliers in the international market. Based on the above, the revenues generated by these products do not constitute a material portion of group revenue. The Company does not have any associated assets or liabilities, except for the related trade receivables associated with the revenue generated above, which are not material. The Company does not believe that a reasonable investor would considerSasol's interests and activities in the Sudan or Syria to be a material investment risk, either from an economic, financial or reputational point of view, given their extremely limited extent and nature. Although the Company cannot predict future interpretations of sanction provisions and/or implementation policies of governments, we believe that our activities, as mentioned above, do not infringe any current US or European Union sanctions and United Nations resolutions. The Company continues to evaluate the risk and implications of sanctions on our activities, and we have implemented measures to ensure that the Company, and in particular our US employees, investors and subsidiaries of the group do not violate US sanction legislation. 5. We note your disclosure about the potential for reputational harm from your activities in Iran. Please discuss for us, with a view towards disclosure in future filings, the potential for reputational harm from your business relationships with Naftiran Intertrade Company Limited, which was sanctioned by the U.S. government in 2010 for financing energy projects in Iran, and with subsidiaries of the National Petrochemical Company of Iran and National Iranian Oil Co., both of which are on the U.S. Department of Treasury's Specially Designated Nationals List. Response The Company has mitigated the potential reputational harm associated with procurement of Iranian crude oil from Naftiran Intertrade Company Limited, by terminating the purchases of Iranian oil and the last Iranian crude cargoes were uplifted in February 2012. The risks related to the sanction programmes administered by the US government do not currently, in our view, apply directly to either the Company or its affiliates involved in activities in Iran, as none of them would be considered US persons under these regulations. Nonetheless, because the Company is a multi-national enterprise, the Iranian Transactions Regulations (ITR), administered by the US Treasury Department Office of Foreign Assets Control (OFAC), may apply to certain entities within the group, including US employees, investors and certain subsidiaries. Accordingly, the Company has initiated a review of its Iranian activities and is currently considering divestment options, and has apprised OFAC of its intention to divest of this investment 6. In future filings, please make clear that the Iran Sanctions Act has been amended by the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010. Response We confirm that the disclosure in future filings will make reference to the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010. 7. We note that in March and June 2011 you acquired a 50% stake in Talisman Energy Inc.'s Farrell Creek and Cypress A shale gas assets located in Canada for R14.2 billion total, for which you paid R3.8 billion in cash, and will settle the remainder of the purchase consideration through capital carry obligations. Please expand your disclosure to clarify the total amount recorded for the acquisitions and discuss the length and terms of your capital carry obligations. If the total value recorded for the acquisitions is not the R14.2 billion identified as the total purchase consideration, please explain your basis for recording the transactions at a lower amount. Response On 1 March 2011, all conditions precedent in respect of the Farrell Creek transaction were met, resulting in the transaction becoming effective. The transaction was valued at R7,1 billion (CAD1 050 million). On 8 March 2011, the Company exercised its option in respect of the Cypress A assets under essentially the same terms and conditions as the Farrell Creek transaction. This transaction was concluded on 10 June 2011 when all conditions precedent were fulfilled and was valued at R7,1 billion (CAD1 050 million). These transactions gave effect to the Company acquiring a 50% interest in the Farrell Creek and Cypress A shale gas assets located in the Montney Basin, of British Columbia, Canada. Talisman Energy Inc. (Talisman), a Canadian-based company, retained the remaining 50% and continued as operator of the assets, which comprise proved and unproven properties as well as the associated gas gathering systems and processing facilities. A cash consideration of R2 068 million (CAD295,7 million) and R1 755 million (CAD250,8 million) was paid at the effective dates of the Farrell Creek and Cypress A transactions, respectively. The total cash consideration of R3 823 million is disclosed in the 2011 Form 20-F under "Item 5. Operating and financial review and prospects-5.B Liquidity and capital resources-Liquidity- Investing activities" on pages 201 to 203 of the 2011 Form 20-F and in note 55 (Acquisitions) to the consolidated annual financial statements on page F-162 of the 2011 Form 20-F. The remainder of the total purchase price will be settled through the capital carry obligation. The cash considerations were recognised as the acquisition cost of the assets on the respective effective dates. Subsequent to the effective date of the transactions, an amount of R1,3 billion has been spent on additional capital expenditure to 30 June 2011. The initial acquisition cost and subsequent capital expenditure is accounted for in accordance with the successful efforts method of accounting. Exploration and development costs that relate to reserves are capitalised and recognised in the statement of financial position as an asset under construction. Costs that do not directly relate to rese
2012-04-20 - UPLOAD - SASOL LTD
April 20, 2012
Via E-mail
Ms. Kandimathie Christine Ramon Chief Financial Officer Sasol Limited 1 Sturdee Avenue Rosebank 2196 South Africa
Re: Sasol Limited
Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2011
Filed October 7, 2011 File No. 1-31615
Dear Ms. Ramon:
We have reviewed your filing and 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2011
Risk Factors, page 11
There is a possible risk that sanctio ns may be imposed on Sasol…, page 25
Legislation by U.S. states that may require U.S. public pension funds to divest…, page 26
1. We note disclosure here and throughout the Form 20-F regarding contacts with Iran.
Please update us on your contacts with Iran si nce your letters to us of April 13, 2006 and
July 21, 2006, and with Syria and Sudan si nce your letter to us of March 11, 2008,
whether through subsidiaries, distributors, resellers, affiliates or other indirect
arrangements. In this regard, we note that your Form 20-F does not provide disclosure
about contacts with Syria and Sudan. Please te ll us about the outcome of the feasibility
Kandimathie Christine Ramon Sasol Limited April 20, 2012 Page 2
studies relating to a gas-to-liq uids project in Iran discu ssed in your 2006 letters and the
potential ammonia/urea project at Assaluyeh, Iran discusse d in your 2009 Form 20-F, and
tell us about the ethane cracker commissi oned at your Arya Sasol Polymer Project in
November 2007 and the low-density polyethyl ene plant and high-de nsity polyethylene
plant that reached beneficial operation in 2009. Please di scuss whether and how these
activities affected your disclo sure about the risk of viol ating sanctions based upon the
business you do in Iran and the pr oducts that you produce there.
2. As you know, Iran, Syria and Sudan are identifie d by the U.S. Department of State as
state sponsors of terrorism and are subject to U.S. economic sanctions and export
controls. Your response should describe any services or products you have provided to
Iran, Syria and Sudan and any agreements, comm ercial arrangements, or other contacts
you have had with the governments of these countries, or entities controlled by their
governments. We note for instance that your Ar ya Sasol Polymer joint venture partner is
a subsidiary of the National Petrochemical Co mpany of Iran and that Natref obtains crude
oil from Naftiran Intertrade Company Li mited, which is wholly-owned by National
Iranian Oil Co.
3. Please tell us whether any of the servi ces, products, compounds or by-products you
produce in or export to Iran, Syria or Sudan, di rectly or indirectl y, have military or
weapons applications. Describe any such app lications made of those services, products,
compounds or by-products in or by thos e countries, of which you are aware.
4. Please discuss the materiality of your cont acts with Syria and Sudan described in
response to the foregoing comments and whethe r those contacts constitute a material
investment risk for your security holders. You should address mate riality in quantitative
terms, including the approximate dollar amount s 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 factor s that a reasonable in vestor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and sh are value. Various state and municipal
governments, universities, and other investor s have proposed or a dopted divestment or
similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism. Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations a ssociated with Syria and Sudan.
5. We note your disclosure about the potential fo r reputational harm from your activities in
Iran. Please discuss for us, with a view toward s disclosure in future filings, the potential
for reputational harm from your business relati onships with Naftiran Intertrade Company
Limited, which was sanctioned by the U.S. government in 2010 for financing energy
projects in Iran, and with s ubsidiaries of the National Petr ochemical Company of Iran and
National Iranian Oil Co., both of which ar e on the U.S. Department of Treasury’s
Specially Designated Nationals List.
Kandimathie Christine Ramon Sasol Limited April 20, 2012 Page 3
6. In future filings, please make clear that th e Iran Sanctions Act has been amended by the
Comprehensive Iran Sanctions, Account ability and Divestment Act of 2010.
Note C.55 – Acquisitions, page F-162
7. We note that in March and June 2011 you ac quired a 50% stake in Talisman Energy
Inc.’s Farrell Creek and Cypress A shale gas assets located in Canada for R14.2 billion
total, for which you paid R3.8 billion in cas h, and will settle the remainder of the
purchase consideration through capital carry obligations. Plea se expand your disclosure
to clarify the total amount recorded for the acquisitions and discuss the length and terms of your capital carry obligations . If the total value recorded for the acquisitions is not the
R14.2 billion identified as the total purchase consideration, please explain your basis for
recording the transactions at a lower amount.
Engineering Comments
Information on the Company, page 28
Summary of natural oil and gas prove d reserves at 30 June 2011, page 129
8. We note the disclosed reserves attributed to Sasol Petroleum International. Please amend
your document to include your synthetic o il reserves. Refer to Items 1202(a)(1) –
1202(a)(4) of Regulation S-K.
9. Please explain to us the source(s) for feed stock coal that is converted to synthetic oil, the
historical conversion factors for extracted coal reserves to syntheti c oil (tonne coal/barrel
oil) and the conversion factor used to estim ate your synthetic o il reserves. Address
whether you have reduced your disclosed coal reserves to accomm odate synthetic oil
reserves. We may have further comment.
Proved undeveloped reserves converted to proved developed reserves, page 130
10. We note your statement, “During 2011, the cap ital expenditures made in Gabon, with the
drilling of two new wells in the Etame Mari n Permit, resulted in the conversion of 1,9
Mbbl of previously undeveloped oil reserves to proved developed reserves.” Please
amend your document to disclose the figures for these capital expenditures. Refer to
Item 1203(c) of Regulation S-K.
11. We note that you have 800 BCF of proved gas reserves that have remained undeveloped
for five years. Rule 4-10(a)(31) (ii) of Regulati on S-X states, “
Undrilled locations can be
classified as having undeveloped reserves only if a development plan has been adopted
indicating that they are scheduled to be dr illed within five years, unless the specific
circumstances, justify a longer time.” Please explain to us why you believe that these
volumes should be characterized as a development project rather than a drilling program.
Refer to Regulation S-X, Rules 4-10(a)(8), (a)(26), (a)(31)(ii) and Compliance and
Kandimathie Christine Ramon Sasol Limited April 20, 2012 Page 4
Disclosure Interpretations, Questions 108.01, 131.03, 131.04 and 131.06 presented at
http://www.sec.gov/divisions/corpfin /guidance/oilandga s-interp.htm.
Closing Comments
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of the United States.
You may contact Ronald Winf rey, Petroleum Engineer, at (202) 551-3704 with questions
about engineering comments. You may contact Lily Dang, Staff Accountant, at (202) 551-3867
or Mark Wojciechowski, Staff Accountant, at (202) 551-3759 if you have questions regarding
comments on the financial statements and relate d matters. Please contact Caroline Kim, Staff
Attorney, at (202) 551-3878 or, in her absence, Timothy Levenberg, Special Counsel, at (202)
551- 3707 with any other questions.
Sincerely,
/ s / H . R o g e r S c h w a l l H . R o g e r S c h w a l l A s s i s t a n t D i r e c t o r
2010-07-01 - UPLOAD - SASOL LTD
July 1, 2010
By Facsimile and U.S. Mail
Ms. Kandimathie Christine Ramon 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, 2009
Filed October 9, 2009 Response Letter Dated March 31, 2010 Response Letter Dated May 28, 2010
File No. 1-31615
Dear Ms. Ramon:
We have completed our review of your Form 20-F and related filings and have no further
comments at this time.
S i n c e r e l y ,
H . R o g e r S c h w a l l
Assistant Director
2010-05-28 - CORRESP - SASOL LTD
CORRESP
1
filename1.htm
Page 1
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: TH Nyasulu (Chairman) LPA Davies (Chief Executive) C Beggs BP Connellan HG Dijkgraaf (Dutch)
VN Fakude (Executive) MSV Gantsho A Jain (Indian) GA Lewin (Australian) IN Mkhize MJN Njeke KC Ramon (Executive)
JE Schrempp (German) TA Wixley Company Secretary: NL Joubert
May 28, 2010
Mr. H. Roger Schwall
Assistant Director
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C 20549
Dear Mr. Schwall
Sasol Limited
Form 20-F for the Year Ended June 30, 2009
Filed October 9, 2009
Response letter dated March 31, 2010
File No. 1-31615
We refer to the Staff’s comment letter dated 2 March 2010, relating to the Form 20-F of Sasol
Limited (the “Company”) for the year ended 30 June 2009 and our response letter dated 31
March 2010. 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 year ended 30 June 2009.
1.
We note your response to comment two of our letter dated March 2, 2010 which specifies
that you capitalize expenditures incurred to sustain your operations. Please clarify for us
the meaning of the phrase “sustain the operations of the Company” as it relates to
paragraph 12 of IAS 16. As part of your response, please provide us with examples of the
most material items included in the R5 665 million in expenditures incurred to sustain your
operations in fiscal 2009.
Response
The financial statements included in our Form 20-F for the year ended 30 June 2009
provides disclosure of the Company’s accounting policies on page F-17, relating to costs
capitalised in respect of replacing or modifying significant components of plant.
Expenditure incurred to sustain the operations of the Company relates primarily to those
items of property, plant and equipment which require replacement at regular intervals as
contemplated in IAS 16.13 as well as those items that are a condition of continuing to
operate an item of property, plant and equipment per IAS 16.14 (major inspection or
overhaul costs used over more than one period). All costs related to routine repairs and
maintenance are expensed in the income statements per IAS 16.12.
As part of the normal plant operations, the Company incurs capital expenditure, which
includes replacing or modifying significant components of plant to maintain the useful lives
page 2 of 8
of the plant operations, improve plant efficiencies, increase plant production yields, etc.
The item of plant which is replaced in each case would be scrapped and written off at the
time that it is replaced.
Included in the R5 665 million, R4 906 million relates to expenditure in respect of
sustaining operations and the remaining balance relates to expenditure to meet legal and
environmental obligations (refer to first response per IAS 16.11 and two examples
discussed). The following are examples of the most material projects to sustain existing
operations:
Project*
Business Unit
R millions
FT3 plant project
Sasol Synfuels
International
288
Ash lock project
Sasol Synfuels
191
Hydrocrackers project
Sasol Oil
184
Replacement of information management
systems and software
Other businesses
174
Replacement of existing radio systems
Other businesses
121
Replace long term catalyst
Sasol Synfuels
112
Synthol tailgas compressor and turbine systems
project
Sasol Synfuels
110
Replacement of air heater systems at boiler 9
Sasol Synfuels
104
Thubelisha shaft to maintain Twistdraai Colliery
operation
Sasol Mining
91
Replacement of tube bundles of interstage
cooler systems
Sasol Synfuels
90
Change plant to reduce benzene in fuel
Sasol Synfuels
84
Replacement of trunk and gathering lines at
Sasol Petroleum Temane
Sasol Petroleum
International
84
Diesel Unifier project
Sasol Oil
79
Switchgear replacement programmes
Sasol Synfuels
64
Replacement of conveyor belts for coal
processing and ash plants
Sasol Synfuels
62
Replacement of cranes
Other businesses
61
Replacement of Infrachem laboratory
Sasol Infrachem
60
Depot expansion project
Sasol Oil
52
Replacement of turbine rotors for generator 4
Sasol Synfuels
51
Secunda Natref pipeline project
Sasol Oil
50
Replace long term catalyst
Sasol Oil
50
*Projects not listed above are less than R50 million each.
We will expand this disclosure in the Form 20-F to be filed with the United States
Securities and Exchange Commission for the year ended 30 June 2010.
page 3 of 8
2.
We note your response to comment three of our letter dated March 2, 2010 which
specifies that the 25.5 million preferred shares subscribed for and issued to special
purpose entities are deemed treasury shares for the purposes of calculating shares
outstanding for EPS-basic. With respect to the 16,085,199 preferred shares subscribed
through a funding company for the benefit of the Black Public and 9,461,882 preferred
ordinary shares subscribed through a funding company/facilitation trust for the benefit of
the Selected Participants, please tell us:
•
the method by which the company will repay the existing underlying long-term debt. As
part of your response, please identify the intended purchaser (e.g. the Company, third
parties, etc.) of the common shares upon conversion, and describe how a short-fall
would impact the repayment of the preference debt; and
Response
The structure of the Inzalo transaction is as follows and should be referred to for all
responses in comment 2:
(Refer notification of prospectus filed on Form 6-K on 20 June 2008 and circular to shareholders filed on
Form 6-K on 25 April 2008)
The funding companies, Sasol Inzalo Public Funding (Pty) Limited (in respect of the
Black Public Invitation – Funded option) and Sasol Inzalo Groups Funding (Pty) Limited
(in respect of the Selected Participants) (“the funding companies”) issued cumulative
redeemable preference shares (A, B and C preference shares) to certain financial
institutions, including preference shares subscribed for by the Company (D preference
shares). Additional details of the preference share funding is provided on page 138 of
the Form 20-F for the year end 30 June 2009. The preference shares are secured by
the Sasol preferred ordinary shares held by these funding companies as well as a
guarantee from Sasol Limited (refer to note 18 on F-78). It should be noted that these
100%
100%
100%
2,6% (Sasol
preferred
ordinary shares)
1,5% (Sasol
preferred
ordinary shares)
1,5% (Sasol
ordinary
shares)
100%
100%
100%
Sasol employees
Sasol black managers
Beneficiaries
Selected
Participants
Black public
Sasol Inzalo Employee
Trust
Sasol Inzalo Management
Trust
(“Employee Trusts”)
Sasol Inzalo
Foundation
(“Foundation”)
Sasol Inzalo Groups
Funding (Pty)
Limited
(“Groups FundCo”)
Sasol Inzalo
Public Funding
(Pty) Limited
(“Public
FundCo”)
4% (Sasol
ordinary
shares)
Sasol Inzalo Groups
Limited
Sasol Inzalo
Public Limited
100%
0,4% (Sasol BEE
ordinary
shares)
Sasol Limited
page 4 of 8
preference shares are not convertible into Sasol ordinary shares and as such there is
no purchaser.
The debt will be settled in cash by the funding companies using the contractual
preference dividends to be declared semi-annually on the Sasol preferred ordinary
shares held by the funding companies. The obligation must be settled in cash and the
funding companies are not entitled to settle the obligation through the issuing of
additional equity instruments. However, after the ten year period if the debt is not
settled in full, the Sasol preferred ordinary shares held by the funding companies will
automatically be Sasol ordinary shares which will be listed on the JSE Limited. These
shares will be sold to the extent required and the proceeds realised on the sale thereof
will be utilised by the funding companies to settle their remaining obligations in respect
of the preference debt.
In the event of a short-fall during the transaction term (being ten years), the Company
may at its sole discretion subscribe for E preference shares in the funding companies in
order to enable the funding companies to redeem the preference shares and/or comply
with their obligations under the financing agreements. These E preference shares were
not issued at the inception of the transaction or to date.
•
the number of shares held by the funding companies and the number of shares held by
the Black Public and Selected Participants and whether the identification of the holder
impacts your conclusion as to whether such shares represent treasury shares for
purposes of your basic earnings per share calculation. In this regard, it appears from
your disclosure that certain shares related to the Black Public offering are held by
members of the Black Public rather than by entities consolidated by Sasol;
Response
The identification of the holder did impact the conclusion as to whether such shares
represent treasury shares for purposes of the basic earnings per share calculation.
If the shares are held through the consolidated funding companies (special purpose
entities), they are treated as treasury shares for purposes of the basic earnings per
share calculation. If the shares are held directly by the Black Public Invitation – Cash
option, they are not treated as treasury shares and are included in the calculation of the
weighted average number of shares for the purposes of the basic earnings per share
calculation.
Participants in the Black Public Invitation – Funded option, through the funding
company, Sasol Inzalo Public Funding (Pty) Limited, subscribed for 16,1 million Sasol
preferred ordinary shares. At 30 June 2009, 57 254 Sasol preferred ordinary shares,
which were not subscribed for by the Black Public, were issued to the facilitation trust,
which is funded by Sasol.
The Selected Participants, through the funding company, Sasol Inzalo Groups Funding
(Pty) Limited, subscribed for 8,4 million Sasol preferred ordinary shares. At 30 June
2009, 1,1 million Sasol preferred ordinary shares, which were not subscribed for by the
Selected Participants, were issued to the facilitation trust, which is funded by Sasol.
page 5 of 8
The number of shares held by the funding companies and the number of shares held
by the facilitation trusts are as follows:
The preferred ordinary shares subscribed for and issued to the consolidated funding
companies and facilitation trusts (special purpose entities) are accounted for as treasury
shares for the purposes of the basic earnings per share calculation. Treasury shares are
not treated as outstanding shares and as such these shares are excluded from the
calculation of the weighted average number of shares (refer IAS 33.IE2).
The Black Public Invitation – Cash option allowed members of the black public to invest
directly in Sasol through subscribing for a new class of ordinary shares, Sasol BEE
ordinary shares. The Sasol BEE ordinary shares have the same rights as existing
ordinary shares; however they cannot be traded for the first two years of the transaction
term of ten years and, for the rest of the transaction term, can only be traded between
black people and black groups. At the end of the transaction term, the Sasol BEE
ordinary shares will automatically be Sasol ordinary shares and will then be listed on the
JSE Limited. At 30 June 2009, 16 097 BEE ordinary shares, which were not subscribed
for by the Black Public – Cash option, were issued to the facilitation trust, which is funded
by Sasol and consolidated as a special purpose entity. The remaining Sasol BEE
ordinary shares issued directly to the Black Public are not held through consolidated
special purpose entities.
The Sasol BEE ordinary shares form part of the ordinary shares and as such are
included in the calculation of the weighted average number of shares for the purposes of
the basic earnings per share calculation. The BEE ordinary shares issued to the
consolidated facilitation trust (special purpose entity) are accounted for as treasury
shares for the purposes of the basic earnings per share calculation. Treasury shares are
not treated as outstanding shares and as such these shares are excluded from the
calculation of the weighted average number of shares (refer IAS 33.IE2).
• Finally, please tell us how you considered the impact of these shares for purposes of
calculating diluted earnings per share. Refer to authoritative accounting literature as
appropriate.
Response
The preferred ordinary shares subscribed for by the Black Public Invitation – Funded
option and the Selected Participants were accounted for as treasury shares for the
purposes of the basic earnings per share calculation. Treasury shares are not treated as
outstanding shares and as such these shares are excluded from the calculation of the
weighted average number of shares (refer IAS 33.IE2).
Black public –
Funded option
Selected
Participants
At 30 June 2009
Number of shares
Number of shares
Shares and share rights issued
16 027 945
8 387 977
Shares and share right unissued at year end
57 254
1 073 905
Total subscribed for by funding company
16 085 199
9 461 882
page 6 of 8
The preferred ordinary shares subscribed for by the Black Public Invitation – Funded
option and the Selected Participants were considered for the diluted earnings per share
calculation. The Sasol preferred ordinary shares will become Sasol ordinary shares after
10 years and will remain treasury shares within the current structure and were therefore
not considered to be dilutive on the earnings per share calculation.
Furthermore, consideration was given to the number of Sasol ordinary shares that would
be required to be issued to settle the A and B preference debt held by the funding
companies (refer note 43 on F-118 and F-119). It was noted that these preference debt
funding arrangements would have a potential dilutive impact on the earnings per share
calculation (refer IAS 33.58).
Participants in the Black Public – Cash option subscribed for Sasol BEE ordinary shares
directly in the Company. The Sasol BEE ordinary shares form part of the calculation of
the weighted average number of shares for the purposes of the basic earnings per share
calculation. No adjustment is made for the diluted weighted average number of shares
calculation in respect of these shares as they form part of the underlying basic earnings
per share calculation (refer IAS 33.36). The shares that have not been subscribed for at
30 June 2009 (16 097 Sasol BEE ordinary shares) are accounted for as treasury shares.
Treasury shares are not treated as outstanding shares and as such these shares are
excluded from the calculation of the weighted average number of shares (refer IAS
33.IE2). These shares are therefore excluded from the diluted weighted average number
of shares calculation as their impact on the diluted earnings per share calculation is not
considered to be significant.
3. We note your response to comment three of our letter dated March 2, 2010 which
indicates that fair value of the share based payment expense in respect of the Black Public
Invitation – funded option included an exercise price assumption of R366 per share. We
further note your disclosure that the Black Public contributed equity between 5% to 10% of
the underlying Sasol preferred ordinary shares allocation. Please clarify how much of the
R366 price per share you received or expect to receive from the Black Public Invitation –
funded and whether this am
2010-05-06 - UPLOAD - SASOL LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628
DIVISION OF
CORPORATION FINANCE
May 6, 2010
By Facsimile and U.S. Mail
Ms. Kandimathie Christine Ramon 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, 2009
Filed October 9, 2009 Response Letter Dated March 31, 2010
File No. 1-31615
Dear Ms. Ramon:
We reviewed your responses to our prior comments on the above referenced filing
as set forth in your letter dated Marc h 31, 2010 and have the following additional
comments. Please provide a written response to our comments. Please be as detailed as
necessary in your explanation. In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Form 20-F for the Fiscal Year Ended June 30, 2009
1. We note your response to comment two of our letter dated March 2, 2010 which
specifies that you capitalize expenditures incurred to sustain your operations.
Please clarify for us the meaning of the phrase “sustain the operations of the
Company” as it relates to paragraph 12 of IAS 16. As part of your response,
please provide us with examples of the mo st material items included in the R 5
665 in expenditures incurred to sust ain your operations in fiscal 2009.
Note 43. Earnings per Share, page F-118
2. We note your response to comment three of our letter dated March 2, 2010 which
specifies that the 25.5 million preferred shares subscribed for and issued to special
purpose entities are deemed treasury shar es for purposes of calculating shares
outstanding for EPS-basic. With re spect to the 16,085,199 preferred shares
subscribed through a funding company for the benefit of the Black Public and
9,461,882 preferred ordinary shares subscribed through a funding
Ms. Kandimathie Christine Ramon
Sasol Limited May 6, 2010 Page 2
company/facilitation trust for the benefit of the Selected Participants, please tell
us:
• the method by which the company will repay the existing underlying long-term
debt. As part of your response, please id entify the intended purchaser (e.g. the
Company, third-parties, etc.) of the co mmon shares upon conversion, and describe
how a short-fall would impact the repaym ent of the preference debt; and
• the number of shares held by the funding companies and the number of shares
held by the Black Public and Selected Pa rticipants and whether the identification
of the holder impacts your conclusion as to whether such shares represent treasury
shares for purposes of your basic earnings per share calculation. In this regard, it
appears from your disclosure that certain of the shares related to the Black Public
offering are held by members of the Bl ack Public rather than by entities
consolidated by Sasol;
• Finally, please tell us how you considered th e impact of these shares for purposes
of calculating diluted earni ngs per share. Refer to authoritative accounting
literature as appropriate.
Note 46. Share-Based Payments, page F-123
3. We note your response to comment four of our letter dated March 2, 2010 which
indicates that fair value of the share base d payment in respect of the Black Public
Invitation-funded option included an exercise price assumption of R366 per share.
We further note your disclosu re that the Black Public contributed equity between
5% to 10% of their underl ying Sasol preferred ordinary shares allocation. Please
clarify how much of the R366 price per sh are you received or expect to receive
from the Black Public Invitation-funded and whether this amount equates to the
5% to 10% figure noted above. Simila r concerns apply to the Selected
Participants preferred share issuance.
4. We note your disclosures that the 34.7 million ordinary shares and the 25.5
million preferred shares subscribed for and issued to special purpose entities have certain dividend rights. Pleas e tell us how you considered whether such securities
are participating equity instruments whic h require calculation of EPS using the
two-class method. Refer to pa ragraph A13-A14 of IAS 33.
In addition, please clarify when the Trusts and participants are eligible to receive
dividends associated with these shares a nd specify the impact to the Trusts and
participants if the participants terminat e their employment with the company prior
to full vesting or if such shares are re purchased by the company. In doing so,
Ms. Kandimathie Christine Ramon
Sasol Limited May 6, 2010 Page 3
please specify if the Trusts receive divide nds for all shares held by the Trusts or
only shares in which participants have vested. Finally, please tell us how you
account for the dividends paid to the Trusts.
Closing Comments
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a letter that keys your responses to our
comments and provides any requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments after reviewing your
responses to our comments.
You may contact John Ca nnarella at (202) 551-3337, Mark Shannon, Branch
Chief, at (202) 551-3299 if you have ques tions regarding comments on the financial
statements and related matters. You may contact John E. Coleman, at (202) 551-3610 with questions about engineering comments. Please contact John Lucas at (202) 551-
5798, or me at (202) 551-3745 with any other questions.
S i n c e r e l y , H . R o g e r S c h w a l l
Assistant Director
2010-03-31 - CORRESP - SASOL LTD
CORRESP 1 filename1.htm Page 1 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: TH Nyasulu (Chairman) LPA Davies (Chief Executive) C Beggs BP Connellan HG Dijkgraaf (Dutch) VN Fakude (Executive) MSV Gantsho A Jain (Indian) GA Lewin (Australian) IN Mkhize MJN Njeke KC Ramon (Executive) JE Schrempp (German) TA Wixley Company Secretary: NL Joubert March 31, 2010 Mr. H. Roger Schwall Assistant Director United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C 20549 Dear Mr. Schwall Sasol Limited Form 20-F for the Fiscal Year Ended June 30, 2009 Filed October 9, 2009 File No. 1-31615 We refer to the Staff’s comment letter dated 2 March 2010, relating to the Form 20-F of Sasol Limited (the “Company”) for the year ended 30 June 2009. 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 year ended 30 June 2009. 1. We note you classify dividends paid as an operating cash flow, and you classify dividends paid to non-controlling shareholders as a financing cash flow. Please explain to us how you considered paragraph 34 of IAS 7 as it relates to the classification of each respective type of dividend in your statement of cash flows. Response The Company acknowledges its compliance with the guidance provided in IAS 7 Statement of Cash Flows, paragraph 34. Dividends paid by the Company to its own shareholders represent a cash outflow from the normal operating activities of the business. This classification assists the Company’s own shareholders to determine the ability of the Company to pay dividends out of operating cash flows as generated by the business through its normal operating activities. Non-controlling shareholders contribute to the equity funding and financing of the subsidiaries of the Company. Any dividends paid to non-controlling shareholders represent the cost of servicing those financing obligations and similarly, any contributions from non- controlling shareholders are also classified as financing activities. The Company made an accounting policy election to treat dividends as indicated and this has been consistently applied in the past. page 2 of 8 2. We note you spent R5 665 million to enhance existing projects in fiscal 2009. Please describe to us in more detail the nature of these enhancements and how you considered the recognition provisions in paragraph 7 of IAS 16. Your response should specifically address the items noted in your disclosure of enhancements on page F-51. Response The financial statements included in our Form 20-F for the year ended 30 June 2009 provide disclosure of the Company’s accounting policies on page F-17, relating to costs capitalised for work in progress in respect of activities to develop, expand or enhance items of property, plant and equipment which are classified as part of assets under construction. The capitalisation of these costs meets the criteria of IAS 16 Property, Plant and Equipment, paragraph 7, in that the expenditure is incurred to sustain the operations of the Company as well as meet legal and environmental obligations, after consideration by the Company’s engineering and accounting staff. The capital improvements increase the useful lives of the plant operations and the plant production yields. In addition, IAS 16.11, states that property, plant and equipment acquired for safety and environmental reasons, although not directly increasing future economic benefits of any particular existing item of property, plant and equipment, may be necessary for the entity to obtain future economic benefits from its other assets. It is therefore probable that future economic benefits associated with the items will flow to the Company. All costs can be reliably measured. The projects to enhance existing operations, as noted on page F-51 and F-52, are discussed below: • The selective catalytic cracker baseline optimisation programme project at the Sasol Synfuels plant in Secunda, South Africa, amounting to R206 million, was aimed at lowering the octane quality of the Sasol Synfuels petrol pool by phasing out lead from the fuel pool in order to comply with environmental regulations. • The sulphuric acid plant amounting to R134 million was required to comply with more stringent environmental regulations to reduce Sulphur (H 2 S) levels. page 3 of 8 3. Please provide a quantitative and qualitative reconciliation with respect to your weighted average shares outstanding with the actual issued shares disclosed on page F-121. In this regard, we note your weighted average shares used for basic and diluted EPS purposes at June 30, 2009 appear to be less than the actual number of shares issued at June 30, 2008. In addition, please clarify how you determined that the ordinary shares issuable upon the conversion of Sasol Inzalo share rights in respect of the Employee and Management Trust were anti-dilutive. Response The disclosure provided on page F-121 provides a reconciliation of the shares issued and cancelled during the year. The following table provides a reconciliation of the number of shares issued at 30 June 2009 to the weighted average number of shares used for basic and diluted earnings per share (EPS) purposes. 30 June 2008 30 June 2009 30 June 2009 Number of shares Number of shares Weighted average number of shares* Ordinary shares Opening balance 627 696 148 667 249 416 667 249 416 Shares issued 39 553 268 1 745 800 873 634 Shares cancelled - (31 500 000) (31 500 000) Closing balance 667 249 416 637 495 216 636 623 050 BEE ordinary shares Shares issued - 2 838 565 2 285 017 Preferred ordinary shares 9 461 882 25 547 081 22 462 248 Treasury shares Share repurchase programme - - (8 059 668) Sasol Inzalo share transaction - ordinary shares - - (34 693 568) - preferred ordinary shares - - (22 462 248) - BEE ordinary shares - - (16 097) Shares issued at end of year 676 711 298 665 880 862 # 596 138 734 * Weighted average number of shares is the time-weighted number of shares. # Per page F-121. Included in treasury shares is the total number of ordinary shares that the Company has repurchased in terms of the share repurchase programme (refer note 48 on page F-140) as well as the ordinary shares, preferred ordinary shares and BEE ordinary shares subscribed for and issued to consolidated special purpose entities in terms of the Sasol Inzalo share transaction. Treasury shares are not treated as outstanding shares and as such these shares are excluded from the calculation of the weighted average number of shares (refer IAS 33.IE2). page 4 of 8 During the year ended 30 June 2009, a total of 31 500 000 ordinary shares, which had previously been held as treasury shares, had been repurchased by Sasol Limited from Sasol Investment Company (Pty) Limited, whereupon they were cancelled and restored to authorised ordinary share capital. The cancellation of shares in 2009 reduces the weighted average number of shares that are used for basic and diluted EPS at 30 June 2009 (refer table above). As regards the determination of the anti-dilutive effect of the Sasol Inzalo Employee Trust and the Sasol Inzalo Management Trust shares, the number of Sasol ordinary shares that employees and management will receive at the end of the ten year period is contingent on Sasol’s right to repurchase a certain number of these shares (which shares will be cancelled immediately). Diluted EPS will be affected by the right to repurchase Sasol ordinary shares at the end of the ten years. The number of ordinary shares not repurchased may be potentially dilutive. In terms of IAS 33 Earnings per Share, paragraph 52, the number of contingently issuable shares included in the diluted earnings per share calculation is based on the number of shares that would be issuable if the end of the reporting period were the end of the contingency period. Accordingly, the Company determines the dilutive effect of these shares using a pre-determined formula (as detailed in The Deed of Trust for the Sasol Inzalo Management Trust and The Deed of Trust for the Sasol Inzalo Employee Scheme filed as exhibits 4.2 and 4.3 to our annual report on Form 20-F for the year ended 30 June 2008 with the Securities and Exchange Commission on 7 October 2008) as if the end of the reporting period was the end of the ten year period. In substance, the equity instruments received by the employees and management are similar to options. Therefore, the assessment of whether the number of shares calculated at each reporting date is dilutive, would be based on the same principles as options granted by the Company. Based on the above methodology all shares will be repurchased, resulting in the share rights of the Sasol Inzalo Employee and Management Trusts not being dilutive at 30 June 2009. We will clarify this disclosure in the Form 20-F to be filed with the United States Securities and Exchange Commission for the year ended 30 June 2010. page 5 of 8 4. We note your disclosure on page F-131 that the fair value of the equity settled share- based payment expense relating to the share rights issued to the Black Public is expensed immediately. Please clarify how this statement comports with the table on page F-128, which appears to indicate the fair value of the shares issued in fiscal 2009 was R6 927 million but only R2 435 million of expense was recognized in your fiscal 2009 financial statements. Response In preparing the disclosure provided on page F-128, the value of the shares issued in 2009 was calculated based on an issue price of R366 per share multiplied by the number of shares issued. These shares have been reflected as issued shares, as per page F-121. Shares issued (refer note 45, footnote 2, page F-121) Share-based payment expense R millions R millions Funded option 5 888 2 232 Cash option 1 039 203 6 927 2 435 In respect of the Black Public Invitation – Funded option, the share-based payment expense recognised by the Company was based on the fair value of the share rights issued by the Company to Sasol Inzalo Public Funding Limited at the grant date. The fair value of the share rights was calculated using the Black-Scholes option pricing model based on the assumptions on page F-133, with one of the assumptions being the exercise price of R366 per share (IFRS 2.17). There is no direct relationship between the amount of R5 888 million (value of issued Sasol preferred ordinary shares) accounted for in terms of IAS 32 and the R2 232 million which represents the share-based payment expense accounted for in terms of IFRS 2. In respect of the Black Public Invitation – Cash option, the share-based payment expense recognised by the Company was based on the difference between the issue price (cash received for the Sasol BEE ordinary shares issued) of R366 per share and the market price on the grant date per page F-133 (IFRS 2.16). page 6 of 8 5. Please help us to understand the basis for the vesting period and dividend yield assumptions used in calculating share-based payment expense for the Black Public Invitation -Funded transactions. For the vesting period assumption, please clarify why you disclose a vesting period assumption of 10 years in the table on page F-133 when the table on page F-132 appears to indicate all shares issued in the Black Public Invitation transactions were fully vested at the issuance date. In addition, with respect to the dividend yield assumption, please explain why you used an expected dividend yield assumption of 3,0% in light of your disclosure on page F-131 that the Black Public are entitled to receive a dividend of up to 5% of the dividend on the Sasol preferred ordinary shares. Response Participants in the Black Public Invitation – Funded option are required to hold the preferred ordinary shares for a period of ten years, but the Sasol preferred ordinary shares vest immediately. There are no service conditions attached to these shares. The share- based payment expense is thus recognised immediately upon inception of this part of the transaction. In preparing the disclosure on page F-132, the share-based payment expense has been recognised immediately for the Black Public Invitation, as if the share rights had already vested. The disclosure in F-133 reflects the period for which the participants in the Black Public invitation are required to hold the shares, which is used in the Black-Scholes valuation model to determine the fair value of the Black Public Invitation – Funded option (life of the option). We will clarify this disclosure in the Form 20-F to be filed with the United States Securities and Exchange Commission for the year ended 30 June 2010. The Black-Scholes valuation model is used to determine the fair value of the Black Public Invitation – Funded option. The expected dividend yield of the shares and share rights granted is determined using the historical dividend yield of the Sasol ordinary shares which is 3%. The fair value is determined using an historic rate as it is considered to be a more accurate reflection of the expected future dividend yield. The preferred ordinary shares are only entitled to receive a dividend if dividends are declared on the Sasol ordinary shares. Of any dividend declared, the Black Public are entitled to receive a dividend of up to 5% in proportion to their effective interest in Sasol’s issued share capital, from the commencement of the fourth year of the transaction term of ten years, subject to the financing requirements of the preference share debt. 6. We note you disclose reserves for your Secunda and Sasolberg operations. In addition to the assumptions you presently disclose for estimating your reserves, please disclose the assumed costs ($/ton) used to determine your estimated coal reserves pursuant to Section A of Industry Guide 7. Response We have determined economical viability of our reserves, pursuant to Section A of Industry Guide 7, using a break-even price. Our models take into account our actual mining cost (which includes the production rate and the impact on maintenance where coal is mined under difficult mining conditions) versus the selling price. Increases in sales prices would result in the reserve block still being economically viable, however drops in production rates would result in an evaluation being performed to reassess the economic viability of that reserve block. Decreases in sales prices could result in postponing mining activities in a specific reserve block, or adjusting extraction assumptions which would enable the coal page 7 of 8 to be economically extracted (i.e. undermining poor quality coal which might have a negative cost impact). These incidences would be catered for under the geological loss factor. Therefore, based on our models, we believe it more appropriate to reflect the break- even price per ton. Sasol Mining primarily supplies to an internal market from its Secunda and Sasolburg operations. Internal coal sales are to Sasol Synfuels and Infrachem. We also supply the export market. This price information is highly confidential and not for public disclosure as it is used for internal transfer pricing purposes. **CONFIDENTIAL TREATMENT REQUESTED BY SASOL LIMITED, FILE NO. 1-31615, PURSUANT TO RULE 83** 7. Please forward to our engineer, as supplemental information and not as part of your filing, your competent persons report for your Bosjesspruit Mine in South Africa which establishes the legal, technical, and economic feasibility of your materials designated as res
2010-03-02 - UPLOAD - SASOL LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628
DIVISION OF
CORPORATION FINANCE
March 2, 2010
By Facsimile and U.S. Mail
Ms. Kandimathie Christine Ramon
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, 2009
Filed October 9, 2009
File No. 1-31615
Dear Ms. Ramon:
We have reviewed your Form 20-F for the fiscal year ended June 30, 2009 and
have the following comments. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 20-F for the Fiscal Year Ended June 30, 2009
Statement of Cash Flows, page F-7
1. We note you classify dividends paid as an operating cash flow, and you classify
dividends paid to non-controlling sharehol ders as a financing cash flow. Please
explain to us how you considered paragraph 34 of IAS 7 as it relates to the
classification of each respective type of di vidend in your statement of cash flows.
Ms. Kandimathie Christine Ramon
Sasol Limited
March 2, 2010 Page 2
Note 4. Assets Under Contruction, page F-51
2. We note you spent R5 665 million to enhance existing projects in fiscal 2009. Please describe to us in more detail the nature of these enhancements and how you considered the recognition provisions in paragraph 7 of IAS 16. Your response should specifically address the items noted in your disclosure of enhancements on page F-51.
Note 43. Earnings per Share, page F-118
3. Please provide a quantitative and qualitative reconciliation with respect to your weighted average shares outstanding with the actual issued shares disclosed on page F-121. In this regard, we note your weighted average shares used for basic and diluted EPS purposes at June 30, 2009 appear to be less than the actual number of shares issued at June 30, 2008. In addition, please clarify how you determined that the ordinary shares issuable upon the conversion of Sasol Inzalo share rights in respect of the Employee and Management Trust were anti-dilutive.
Note 46. Share-Based Payments, page F-123
4. We note your disclosure on page F-131 that the fair value of the equity settled share-based payment expense relating to the share rights issued to the Black Public is expensed immediately. Please clarify how this statement comports with the table on page F-128, which appears to indicate the fair value of the shares issued in fiscal 2009 was R6 927 million but only R2 435 million of expense was recognized in your fiscal 2009 financial statements.
5. Please help us to understand the basis for the vesting period and dividend yield assumptions used in calculating share-based payment expense for the Black Public Invitation – Funded transactions. For the vesting period assumption, please clarify why you disclose a vesting period assumption of 10 years in the table on page F-133 when the table on page F-132 appears to indicate all shares issued in the Black Public Invitation transactions were fully vested at the issuance date. In addition, with respect to the dividend yield assumption, please explain why you used an expected dividend yield assumption of 3,0% in light of your disclosure on page F-131 that the Black Public are entitled to receive a dividend of up to 5% of the dividend on the Sasol preferred ordinary shares.
Reserve Estimation Page 120
6. We note you disclose reserves for your Secunda and Sasolberg operations. In addition to the assumptions you presently disclose for estimating your reserves,
Ms. Kandimathie Christine Ramon
Sasol Limited
March 2, 2010 Page 3
please disclose the assumed costs ($/ton) used to determine your estimated coal reserves pursuant to Section A of Industry Guide 7.
7. Please forward to our engineer, as supplemental information and not as part of your filing, your competent persons report for your Bosjesspruit Mine in South Africa which establishes the legal, technical, and economic feasibility of your materials designated as reserves, as required by Section C of Industry Guide 7. To minimize the transfer of paper, please provide the requested information on a CD, formatted as Adobe PDF files and provide the name and phone number for a technical person our engineer may call, if he has technical questions about your reserves.
In the event your company desires the return of this supplemental material, please make a written request with the letter of transmittal. Please note that you may request the return of this information pursuant to the provisions of Rule 418(b). If there are any questions concerning the above request, please phone Mr. John E. Coleman, Mining Engineer at (202) 551-3610.
Closing Comments
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. 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 the disclosures they have made. In connection with responding to our comments, please provide, in writing, a 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
Ms. Kandimathie Christine Ramon
Sasol Limited March 2, 2010 Page 4
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.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact John Cannarella at (202) 551-3337, Mark Shannon, Branch
Chief, at (202) 551-3299 if you have questions regarding comments on the financial statements and related matters. You may contact John E. Coleman, at (202) 551-3610 with questions about engineering comments. Please contact John Lucas at (202) 551-5798, or me at (202) 551-3745 with any other questions.
S i n c e r e l y , H . R o g e r S c h w a l l
Assistant Director
2008-07-03 - UPLOAD - SASOL LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
January 31, 2008
Ms. Kandimathie Christine Ramon Chief Financial Officer Sasol Limited 1 Sturdee Avenue Rosebank, Johannesburg, 2196 South Africa
Re: Sasol Limited
Form 20-F for the Year Ended June 30, 2007 Filed November 21, 2007 File No. 1-31615
Dear Ms. Ramon:
We have reviewed your Form 20-F for the Year Ended June 30, 2007 and have
the following comments. Please provide a written response to our comments. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. General
1. We note in the “Regional Office: Dubai” section of your website that Sasol Middle East supplies and serves several countries, including Syria, and that G.D. Portbury Limited, operating as Sasol Gulf, supplies and serves several regions, including East Africa. Your filing doe s not include any specific information
regarding business contacts with Syria or with Sudan, which is located in eastern Africa. Syria and Sudan are countries identified by the U.S. State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Syria or Sudan, if any, whether through direct or indirect
Ms. Kandimathie Christine Ramon
Sasol Limited
January 31, 2008 Page 2
arrangements. Your response should describe in reasonable detail any products, technology, and services you have provided into those countries, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities controlled by them.
2. Please discuss the materiality of any contacts described in response to the foregoing comment, and whether they would constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including, for each referenced country, the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three years. Please 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 share value.
We note, for example, that Arizona and Louisiana have adopted legislation requiring their state retirement systems to prepare reports regarding state pension fund assets invested in, and/or permitting divestment of state pension fund assets from, companies that do business with countries identified as state sponsors of terrorism. The Missouri Investment Trust has established an equity fund for the investment of certain state-held monies that screens out stocks of companies that do business with U.S.-designated state sponsors of terrorism. The Pennsylvania legislature has adopted a resolution directing its Legislative Budget and Finance Committee to report annually to the General Assembly regarding state funds invested in companies that have ties to terrorist-sponsoring countries. States including California, Connecticut, Maine, New Jersey, and Oregon have adopted,
and other states are considering, legislation prohibiting the investment of certain state assets in, and/or requiring the divestment of certain state assets from, companies that do business with Sudan. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have business contacts with Syria and Sudan.
Form 20-F for the Year Ended June 30, 2007
Operating and Financial Review and Prospects, page 126
General
3. Expand your discussion throughout this section to discuss fully the causes of material changes to your financial results. We note the discussion of your results in your 2007 Annual Report posted on your website which contains details not found in the MD&A in your 20-F. The purpose of this section in the 20-F is to provide management’s explanation of factors that have affected your financial condition and results of operations and management’s assessment of factors and
Ms. Kandimathie Christine Ramon
Sasol Limited
January 31, 2008 Page 3
trends which are anticipated to have a material effect on your financial condition and results of operations in future periods. Refer to Item 5 of Form 20-F. As examples only, we note the following:
• We note the discussion of engineering contract costs on page 135 of the 20-F, and your statement that a shortage of engineering resources is straining the industry and “may impact our project plans and growth ambitions.” Quantify the impact this shortage is having, and may have, on your operations, especially in light of the planned expansions of your synfuels business. We further note the disclosure in your July 2007 investor newsletter on page 6 that this shortage has affected your ability to implement major capital projects in line with initial timelines and within budget, especially in regard to Project Turbo and the third octene train.
• In your discussion of the 2007 results of your synfuels business on page 154 of the Form 20-F, you say that production volume decreased due to maintenance shutdowns and “instability in your support utilities,” which also impacted 2006 results. We note the statement on page 11 in your 2007 Annual Report that “Interruptions in power supply have become more frequent….” Expand your discussion in the Form 20-F to state whether this trend is expected to continue and, if so, its impact across this reporting segment.
• In the discussion of your synfuels business in your 2007 Annual report on
page 33, you note your plan to expand production capacity 20% over the next nine years, adding the equivalent of 30,000 barrels per day to production volumes. Expand your discussion in the Form 20-F to quantify the impact this potential project will have on your operations.
• In the discussion of your synfuels business in your 2007 annual report on page 33, you discuss Project Mafutha, and state that you have earmarked significant funds for this project. We note your statement that, “Apart from its obvious strategic importance, we estimate that the plant, the residential area and all its supporting utilities will add around one percent to the country’s GDP and create thousands of new jobs.” Expand your discussion in the Form 20-F to quantify the impact this potential project will have on your operations.
Sasol Oil - Results of Operations, page 156
Ms. Kandimathie Christine Ramon
Sasol Limited
January 31, 2008 Page 4
4. We note your discussion of the results for this business and that you had to increase imports due, in part, to “…difficulties at the Sasol Synfuels operations.” Please explain what you mean by this statement.
Liquidity and Capital Resources, page 177
5. Expand your discussion in this section to specifically discuss the impacts that known trends will have on your future liquidity. As examples only, discuss the impacts that Project Mafutha, the expansion of the capacity of your synfuels plant, and your BEE initiative involving the buyback of 10% of your stock will have on your future liquidity.
Compensation, page 192
6. Tell us whether the “Remuneration Report” by the Compensation Committee that appears in your 2007 Annual Report is required by South African law. If it is so required, include it in the Form 20-F.
Notes to the Consolidated Financial Statements, page F-7
Note 9 Goodwill, page F-51
7. Within the table reconciling beginning and end of the year goodwill, you present a line item identified as ‘Reversal of fair value write-down of disposal group held
for sale’. This description appears to imply you are reversing an impairment loss on goodwill. As such, please tell us how this reversal is consistent with the guidance in paragraph 124 of IAS 36.
Closing Comments
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. 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 the disclosures they have made.
Ms. Kandimathie Christine Ramon
Sasol Limited January 31, 2008 Page 5
In connection with responding to our comments, please provide, in writing, a 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.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing. You may contact Mark Wojciechowski at (202) 551-3759, or in his absence, Kimberly Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding comments on the financial statements and related matters. Please contact Donna Levy at (202) 551-3292 or me at ( 202) 551-3740 with any other questions.
S i n c e r e l y , H . R o g e r S c h w a l l A s s i s t a n t D i r e c t o r
2008-06-19 - UPLOAD - SASOL LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
June 19, 2008
Ms. Kandimathie Christine Ramon Chief Financial Officer Sasol Limited 1 Sturdee Avenue Rosebank, Johannesburg, 2196 South Africa
Re: Sasol Limited
Form 20-F for the Year Ended June 30, 2007 Filed November 21, 2007 File No. 1-31615
Dear Ms. Ramon:
We have completed our review of your 2007 Form 20-F, and do not, at this time,
have any further comments. S i n c e r e l y , Jill S. Davis B r a n c h C h i e f
2008-05-21 - CORRESP - SASOL LTD
CORRESP 1 filename1.htm Page 1 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) E le R Bradley BP Connellan HG Dijkgraaf (Dutch) VN Fakude (Executive) MSV Gantsho A Jain (Indian) IN Mkhize AM Mokaba (Executive) S Montsi TH Nyasulu KC Ramon (Executive) JE Schrempp (German) TA Wixley Company Secretary: NL Joubert May 21, 2008 Mr. H. Roger Schwall Assistant Director Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C 20549 Dear Mr. Schwall Sasol Limited Form 20-F for the Year Ended June 30, 2007 Filed November 21, 2007 Response letter dated March 11, 2008 File No. 1-31615 We refer to the Staff’s comment letter dated 15 April 2008, relating to the Form 20-F of Sasol Limited (the “Company”) for the year ended 30 June 2007 and our response letter dated March 11, 2008. 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 year ended 30 June 2007. 1. Please confirm that in all future filings you will include, to the extent applicable, the disclosure requested below. Response We confirm that in future filings we will include to the extent applicable, the disclosures requested below as appropriate. 2. We note your response to the first bullet point of our prior comment 3. Please provide the disclosure set forth in the third paragraph of the first bullet of your response to this comment regarding your building into planned projects your experience in regard to the shortage in the availability and competence of engineering resources. Response With regards to the shortage in the availability and competence of engineering resources, we are currently addressing this issue by entering into long-term relationship agreements with large reputable engineering contractors, both locally in South Africa and internationally. These agreements should provide Sasol with preferential access to the resource pools of these engineering contractors on a global basis. We foresee that this pro-active initiative will benefit our current projects including page 2 of 3 the Sasol Synfuels 20% production capacity expansion project, project Mafutha and our coal-to-liquids projects in China. Further we are bolstering our internal capacity in engineering and project management resources through a focused effort on attracting, developing and retaining our employees that have these skills. In addition, we have also entered into long-term relationship agreements with major equipment manufacturers in order to reduce the impact of equipment delivery times on our projects. These agreements should provide Sasol, as with engineering contractors, with preferential access to the manufacturing capacity of these equipment manufacturers on a global basis. Project execution planning is taking cognisance of the equipment lead times in order to mitigate the negative impacts to as great an extent as possible. The Company will expand our disclosure in future filings to include the following: “In order to mitigate the shortage of the availability of engineering resources, we have entered into long-term relationship agreements with large reputable engineering contractors, both locally in South Africa and internationally. These agreements should provide Sasol with preferential access to the resource pools of these engineering contractors on a global basis in order to sustain our projects and growth plans.” 3. We note your response to the second bullet of our prior comment 3 and our prior comment 4. Discuss the reasons for the unplanned outages at Sasol Synfuels, the duration of the outages, the steps Sasol Synfuels is taking to address the reasons for the outages, and an estimation of the costs of remediation, to the extent material. Response The unplanned shutdowns were primarily related to Sasol Synfuels’ equipment failures associated with power interruptions resulting from power surges experienced during 2007. The unplanned outages accounted for approximately 3 phase (quarter of factory) production days in total. Sasol Synfuels has embarked on an equipment replacement programme of its electrical switchgear which will restore the integrity of its production facilities to prevent any further losses associated with power outages. The value of the equipment replacement programme amounts to R1,2 billion of which R240 million has been spent to date. The Company will expand our disclosure in future filings to include the following information: “During 2007 Sasol Synfuels experienced unplanned production outages of approximately 3 phase factory production days in total, resulting from power surges due to internal equipment failures. An amount of R240 million has been incurred to date on an equipment replacement programme to remediate this matter.” 4. We note your responses to the third and fourth bullets of our prior comment 3 concerning the 20% production capacity expansion of your Synfuels business and Project Mafutha. Provide the costs of the pre-feasibility and feasibility studies undertaken to date relating to these projects and the budget for these studies or other activity regarding these projects for the next fiscal year. Provide the current project schedules. Response Both the Sasol Synfuels 20% production capacity expansion project and project Mafutha are in the pre-feasibility study stage. With respect to the Sasol Synfuels 20% page 3 of 3 production capacity expansion project, we have approved capital of R4 002 million towards the execution of the first 4% growth and have incurred an amount of R70 million in 2007 and R183 million in 2008 to date related to the pre-feasibility studies for the balance of the growth project. The forecast and budget for pre-feasibility costs for 2008 and 2009 is R285 million and R1 billion, respectively. It is currently anticipated that the pre-feasibility study will be completed by the end of 2009. With respect to project Mafutha, the pre-feasibility studies have only commenced in 2008. We have incurred an amount of R30 million in 2008 to date related to the pre-feasibility study. The forecast and budget for pre-feasibility costs for 2008 and 2009 is R72 million and R243 million, respectively. It is currently anticipated that the pre-feasibility study will be completed by the end of 2009. Feasibility studies will commence once the pre- feasibility studies have been completed. The Company will expand our disclosure in future filings to include the following information: “During 2007, Sasol Synfuels has incurred costs of R70 million in respect of pre- feasibility studies related to their 20% production capacity expansion project. It is anticipated that the pre-feasibility studies will be completed by the end of 2009 at an estimated cost of R1,2 billion. In addition, we have approved capital of R4 002 million towards the execution of the first 4% of the growth project. During 2008, project Mafutha entered into the pre-feasibility study stage. In 2008, we incurred costs related to these studies of R72 million. It is anticipated that the pre- feasibility studies will be completed by the end of 2009 at an estimated cost of R243 million.” We appreciate the Staff’s review of the Form 20-F for the year ended 30 June 2007. Should the Staff have any questions or require any additional information, please telephone the undersigned at +27-11-441-3435. My email address is christine.ramon@sasol.com . Yours faithfully /s/ Kandimathie Christine Ramon Christine Ramon Chief Financial Officer
2008-04-15 - UPLOAD - SASOL LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
April 15, 2008
Ms. Kandimathie Christine Ramon Chief Financial Officer Sasol Limited 1 Sturdee Avenue Rosebank, Johannesburg, 2196 South Africa
Re: Sasol Limited
Form 20-F for the Year Ended June 30, 2007 Filed November 21, 2007 Response letter dated March 11, 2008
File No. 1-31615
Dear Ms. Ramon:
We have reviewed your response letter and filing and have the following
comments. Please provide a written response to our comments. Please be as detailed as necessary in your explanations. After reviewing your response, we may raise additional comments. Form 20-F for the Year Ended June 30, 2007
General
1. Please confirm that in all future filings you will include, to the extent applicable, the disclosure requested below.
Operating and Financial Review and Prospects, page 126
2. We note your response to the first bullet of our prior comment 3. Please provide the disclosure set forth in the third paragraph of the first bullet of your response to this comment regarding your building into planned projects your experience in regard to the shortage in the availability and competence of engineering resources.
3. We note your responses to the second bullet of our prior comment 3 and our prior comment 4. Discuss the reasons for the unplanned outages at Sasol Synfuels, the
Ms. Kandimathie Christine Ramon
Sasol Limited April 15, 2008 Page 2
duration of the outages, the steps Sasol Synfuels is taking to address the reasons for the outages, and an estimation of costs of remediation, to the extent material.
4. We note your responses to the third and fourth bullets of our prior comment 3 concerning the 20% production capacity expansion of your Synfuels business and Project Mafutha. Provide the costs of the pre-feasibility and feasibility studies undertaken to date relating to these projects and the budget for these studies or other activity regarding these projects for the next fiscal year. Provide the current project schedules.
Closing Comments
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. You may contact Mark Wojciechowski at (202) 551-3759, or in his absence, Kimberly Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding comments on the financial statements and related matters. Please contact Donna Levy at (202) 551-3292 or me at ( 202) 551-3740 with any other questions.
S i n c e r e l y , H . R o g e r S c h w a l l A s s i s t a n t D i r e c t o r
2008-03-11 - CORRESP - SASOL LTD
CORRESP 1 filename1.htm Page 1 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) E le R Bradley BP Connellan HG Dijkgraaf (Dutch) VN Fakude (Executive) MSV Gantsho A Jain (Indian) IN Mkhize AM Mokaba (Executive) S Montsi TH Nyasulu KC Ramon (Executive) JE Schrempp (German) TA Wixley Company Secretary: NL Joubert March 11, 2008 Mr. H. Roger Schwall Assistant Director Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C 20549 Dear Mr. Schwall Sasol Limited Form 20-F for the Year Ended June 30, 2007 Filed November 21, 2007 File No. 1-31615 We refer to the Staff’s comment letter dated 31 January 2008, relating to the Form 20-F of Sasol Limited (the “Company”) for the year ended 30 June 2007. 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 year ended 30 June 2007. 1. We note in the “Regional Office: Dubai” section of your website that Sasol Middle East supplies and serves several countries, including Syria, and the G.D. Portbury Limited, operating as Sasol Gulf, supplies and serves several regions, including East Africa. Your filing does not include any specific information regarding business contacts with Syria or with Sudan, which is located in eastern Africa. Syria and Sudan are countries identified by the U.S. State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Syria or Sudan, if any, whether through direct or indirect arrangements. Your response should describe in reasonable detail any products, technology, and services you have provided into those countries, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities controlled by them. Response The Company does not have any operations in Syria or the Sudan and is not currently contemplating investing in operations in these countries. The Company does not provide, and has not provided, any technology to persons in Syria or the Sudan, and the Company is not currently contemplating doing so in the future. page 2 of 9 The Company does not have any agreements, commercial arrangements, or other contacts with the governments of Syria or the Sudan, or to our knowledge with entities controlled by them. The Company, directly through its affiliates, Sasol Olefins and Surfactants, Sasol Solvents and Sasol Wax and through its distributors, has sold chemical products to entities in Syria and the Sudan during fiscal 2007. None of these products were manufactured in the Company’s United States based operations, nor were any of these products sold by an entity incorporated in the United States. Total sales to entities in the Sudan amounted to R136 million for the year ended 30 June 2007. Total sales to entities in Syria amounted to R19.4 million for the fiscal year ended 30 June 2007. The products are generally used in the detergent, personal care and food industries and in the production of paint and adhesives. These sales consisted of: • Esters (Brand name Cosmacol) This product is used in the pharmaceutical industry to improve the tactility of creams and the efficiency of sunscreens. • Medical grade Poly Ethylene Glycol (Brand name Lipoxol Med) Pharmaceutical application. This product is used as a solvent or dilluent to modify the physical attributes of liquids (like cough syrup) and has limited application as a laxative. • Triglyceride (Brand name Witepsol) Pharmaceutical application, usually used in suppositories. This product is a waxy carrier, with no medicinal attributes of its own. • Nonylphenol Ethoxylates Industrial Detergent and emulsifier. Also used in textile applications like leather processing. • Alcohols (Carbon length 16 - 18) Commodity chemical used to produce raw materials for detergents. • Paraffin (Brand name Linpar) Commodity petrochemical. Very basic molecule with various uses in the petrochemical industry, amongst others a building block for detergent raw materials. • Gasoil Oil refinery raffinate stream. This product has energy value and contains paraffins. • Alcohol Based Surfactants (Various brand names) • Ketones • Acrylates • Candle wax This product is used in the manufacture of candles. All of these products are commodity-type products which are readily available from many suppliers in the international market. page 3 of 9 2. Please discuss the materiality of any contacts described in response to the foregoing comment, and whether they would constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including, for each referenced country, the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three years. Please 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 share value. We note, for example, that Arizona and Louisiana have adopted legislation requiring their state retirement systems to prepare reports regarding state pension fund assets invested in, and/or permitting divestment of state pension fund assets from, companies that do business with countries identified as state sponsors of terrorism. The Missouri Investment Trust has established an equity fund for the investment of certain state- held monies that screens out stocks of companies that do business with U.S.- designated state sponsors of terrorism. The Pennsylvania legislature has adopted a resolution directing its Legislative Budget and Finance Committee to report annually to the General Assembly regarding state funds invested in companies that have ties to terrorist-sponsoring countries. States including California, Connecticut, Maine, New Jersey, and Oregon have adopted, and other states are considering, legislation prohibiting the investment of certain state assets in, and/or requiring the divestment of certain state assets from, companies that do business with Sudan. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed towards companies that have business contacts with Syria and Sudan. Response The Company’s total sales to entities in the Sudan and Syria in fiscal 2007, 2006 and 2005 totalled R121.6 million, R254.2 million and R115.5 million, respectively. These sales are not considered a material investment risk for our security holders for several reasons. In the first place, they represent a negligible percentage of our total sales (0.12% of total sales of R98,127 million in 2007, 0.31% of total sales of R82,395 million in 2006, and 0.17% of total sales of R69,239 million in 2005). There are no assets and liabilities in these countries. Secondly, the products sold are commodity- type products that are readily available in the international markets and sales thereof in these countries do not represent a commercial priority for the Company. Finally, the Company does not have, nor does it have plans to develop, operations in these countries. The Company is generally aware of the legislation adopted by various States in the United States cited in your letter. The Company believes that due to the relative insignificance of the Company’s business with Syria and the Sudan, such business will not be deemed important by a reasonable investor in making an investment decision and that this legislation will not have a material impact on our reputation or share value. page 4 of 9 3. Expand your discussion throughout this section to discuss fully the causes of material changes to your financial results. We note the discussion of your results in your 2007 Annual Report posted on your website which contains details not found in the MD&A in your 20-F. The purpose of this section in the 20-F is to provide management’s explanation of factors that have affected your financial condition and results of operations and management’s assessment of factors and trends which are anticipated to have a material effect on your financial condition and results of operations in future periods. Refer to item 5 of Form 20-F. As examples only, we note the following: • We note the discussion of engineering contract costs on page 135 of the 20-F, and your statement that a shortage of engineering resources is straining the industry and “may impact our project plans and growth ambitions.” Quantify the impact this shortage is having, and may have, on your operations, especially in light of the planned expansions of your synfuels business. We further note the disclosure in your July 2007 investor newsletter on page 6 that this shortage has affected your ability to implement major capital projects in line with initial timelines and within budget, especially in regard to Project Turbo and the third octane train. • In your discussion of the 2007 results of your synfuels business on page 154 of the Form 20-F, you say that production volume decreased due to maintenance shutdowns and ‘instability in your support utilities,” which also impacted 2006 results. We note the statement on page 11 in your 2007 Annual Report that “Interruptions in power supply have become more frequent….” Expand your discussion in the Form 20-F to state whether this trend is expected to continue and, if so, its impact across this reporting segment. • In the discussion of your synfuels business in your 2007 Annual Report on page 33, you note your plan to expand production capacity 20% over the next nine years, adding the equivalent of 30,000 barrels per day to production volumes. Expand your discussion in the Form 20-F to quantify the impact this potential project will have on your operations. • In the discussion of your synfuels business in your 2007 Annual Report on page 33, you discuss Project Mafutha, and state that you have earmarked significant funds for this project. We note your statement that, “Apart from its obvious strategic importance, we estimate that the plant, the residential area and all its supporting utilities will add around one percent to the country’s GDP and create thousands of new jobs.” Expand your discussion in the Form 20-F to quantify the impact this potential project will have on your operations. Response We acknowledge that the Annual Report contains some information which is not contained in the Form 20-F. We believe that in the context of the information furnished in our report on Form 20-F this additional information is not material to the overall understanding of our business and operations. We note that the Annual Report by its own terms cross-references the more detailed information in the Form 20-F, and indeed the 20-F is by far more complete and detailed. We will in the future endeavour to ensure that such discrepancies between the documents are eliminated to every extent possible. page 5 of 9 With respect to the examples cited, please note the following • Globally, capital projects are experiencing a shortage in the availability and competence of engineering resources. We have taken due cognisance of the findings and predictions as reflected by reports published in 2006/7 that speak to the issues of shortage of engineering resources, fabrication capacity globally, delivery times of major equipment and predictions of schedule and cost increases on a global basis and built the general trends into our calculations. The reports referred to have been generated by Cambridge Energy Research Associates (CERA) (www.cera.com), IPA (Independent Project Analysis) (www.ipaglobal.com), CII (Construction Industry Institute) (www.construction-institute.org) and consultants in the field such as the Contax Group (www.contaxgroup.com). The following as quoted from CERA, "Large oil and gas production projects worldwide are likely to continue to suffer delays owing to an expanding shortfall of qualified project engineering resources. Compared with the estimated number of staff needed to deliver projects, there could be a potential 10 to 15 percent “people deficit” by 2010, according to a new analysis by CERA. CERA’s conclusion is based on a comprehensive analysis of the engineering and project management staff needed to deliver the over 400 major projects expected to come on-stream over the next five years." We believe that the risks associated with doing business in South Africa, which would incorporate the aforementioned factors, are fully disclosed in our 2007 Form 20-F Item 3D: Risk Factors under the caption “There are risks related to countries in which we operate that could adversely affect our business, operating results, cash flows and financial condition”. We will endeavour to ensure that where in future we are able to quantify with a responsible degree of accuracy the impact of these trends our filings will include the impact thereof. As far as is practically and realistically possible, we have already built in the learning obtained from the Project Turbo and 3 rd Octene Train projects into the planned expansions for Synfuels Growth and for the whole of the Natural Gas and Secunda Growth Programme with the goal of reducing or addressing the potential problems referred to in the previous paragraph. Indeed we are continually incorporating our own and others’ learning into our capital project plans and growth strategies to sufficiently address these trends. Additionally, we continue to factor in the potential impacts that may be experienced in South Africa because of capital project developments currently happening within our transportation, infrastructure and power generation industries. • Power interruptions at our Synfuels plant occurred during 2007 which were related to both internal equipment failures and external supply risks. Sasol Synfuels is busy with a major replacement programme of switchgear and control systems as part of the renewal maintenance expenditure. This will improve the reliability of the utility systems over the next few years. page 6 of 9 Management of electricity supply between Synfuels and Eskom, the South African state owned national electricity supplier, takes place on a continuous basis and no unplanned interruptions were envisaged at that time. As is the case with other industrial companies in South Africa, Synfuels has, however, embarked on an energy efficiency optimisation process and self-generation projects to reduce aggregate electricity demand and which will yield an improvement in the medium term. The placement of orders for open cycle gas turbines has already commenced. Further opportunities for increased self generated electricity are being investigated. Though we do not believe that these power interruptions have materially affected our operations, we will assess in future reports whether such interruptions are expected to continue, particularly if they are estimated to have a material impact on our business. • The projected 20 percent volume growth, if realised, would have a significant impact on the up and downstream part of our value chain. This project consists of two phases, with approximately 15 percent of the growth expected to come via natural gas and the remainder from coal based high temperature gasification. The first gas based phase is currently in the feasibility study stage whilst the coal based growth is in the pre-feasibility stage. If undertaken, growth
2006-09-19 - CORRESP - SASOL LTD
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
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.
<PAGE>
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
</TEXT>
</DOCUMENT>
2006-09-08 - UPLOAD - SASOL LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
August 9, 2006
Ms. Christine Ramon
Chief Financial Officer
Sasol Limited
1 Sturdee Avenue,
Rosebank 2196
Republic of South Africa
Re: Sasol Limited
Form 20-F for Fiscal Year Ended June 30, 2005
Filed October 26, 2005
Response Letter Dated July 21, 2006
File No. 1-31615
Dear Mrs. Christine Ramon
We have reviewed your filing and response letter and have the following
comments. We have limited our review of your filing to those issues we have addressed
in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Form 20-F for the Fiscal Year Ended June 30, 2005
Financial Statements
Note 2 Significant Accounting Policies page F-8
Property Plant and Equipment
1. We note your response to our prior comment number four, that indicates the Company expenses mine development costs incurred subsequent to the establishment of the main asset. Please tell us the nature of the development costs you are expensing as incurred. In addition, please tell us why you do not believe these mine development costs have future economic benefit.
Exploration and Development Costs, page F-11
Christine Ramon
Sasol Limited
August 9, 2006 Page 2
Mining
2. We note your response to prior comment five including your proposed disclosure indicating your view that capitalization of around mine exploration costs is in accordance with U.S. GAAP. We are unable to agree with your conclusion. As previously indicated, it is unclear how the potential future economic benefits associated with these costs rise to the level of probability required under U.S. GAAP to capitalize costs, as proven and probable reserves underlying those costs have not been established at the time the costs were incurred. We also refer you to the Division of Corporation Finance: Frequently Requested Accounting and Financial Reporting Interpretations and Guidance, March 31 200; II Guidance About Disclosures; F.1. Issues in the Extractive Industries; which can be located on our website at:
http://www.sec.gov/divisions/corpf in/guidance/cfactfaq.htm#P267_55290
Based on your response it appears that the effect of these costs, had they been
expensed, would not have had a significant impact on net income in any given period, however, your response did not provide a materiality conclusion as to each period or address the accumulated capitalized cost effect regarding your statements of financial position. As previously requested please provide us with your materiality analysis and conclusions in accordance with SAB Topic 1:M. In the event you determine that the impact is immaterial please explain how you intend to monitor your accounting policy regarding the impact of these costs in future periods.
Note 21 Commitments and Contingencies, page F-66
Litigation, F-70
3. We note your response and proposed disclosure to prior comment three regarding the reasonably possible contingent loss with respect to the explosion at the Secunda West ethylene production facilities. Please expand your disclosure to more fully describe the nature of the contingent loss. Additionally, please expand your proposed disclosure to clarify how you have addressed your assessment using terms defined in paragraph 3 of SFAS 5 regarding the likelihood of loss.
Environmental Orders, page F-73
Christine Ramon
Sasol Limited
August 9, 2006 Page 3
4. We note your response indicating that you will amend future filings to disclose the recognized obligation and suggesting that the disclosure of a range of loss is not applicable. Please expand your disclosure on page 72 of your document to further describe the judgments and assumptions underlying the recognition and measurement of the liability. Refer to Interpretive Response to Question 5 of SAB Topic 5.Y.
Engineering Comments
Supplemental Oil and Gas Information (unaudited), page G-4
5. We have reviewed your response to prior comment number 13. Please explain why you believe it is appropriate to include the effects of taxes in your reserve determination based on Rule 4-10(a) of Regulation S-X and other SEC proved
reserve guidance. Please also provide further clarification of how you factored your tax liability into your economic interest based on the terms of the production sharing contract and the specific bases for this adjustment. In this regard it appears that in a given year, the reserves you can claim are based on:
• the percent, or share of future production estimated to be lifted that is contractually due to the company;
• the amount of cost recovery due, if any, divided by the price of oil at the end of the year.
It appears that if you may pay taxes through the delivery of oil, you will pay it out of the above sources of oil due to the company over the life of the contract. As SFAS 69 paragraph 10 specifically states under Disclosure of Proved Oil and Gas Reserve Quantities that “net” quantities shall not include reserves relating to the interests of others, it remains unclear how your tax liability allows you to “gross up” your proved net reserves to include additional volumes that are owed as taxes. Please provide further clarification or revi se your reserves as necessary. Finally,
tell us if you included these “grossed up” volumes in the calculation of future net revenues in the Standardized Measure.
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review.
Christine Ramon
Sasol Limited
August 9, 2006 Page 4
Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Jonathan Duersch at (202) 551-3719 or in his absence Kevin Stertzel at (202) 551-3723 if you have ques tions regarding comments on the financial
statements and related matters. You may contact Jim Murphy, Petroleum Engineer at (202) 551 3703 with questions about petroleu m engineering comments. Please contact
me at (202) 551-3683 with any other questions.
S i n c e r e l y ,
Jill S. Davis
B r a n c h C h i e f
2006-09-08 - CORRESP - SASOL LTD
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Ms Jill S. Davis
Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
September 8, 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 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 letters dated April 13, 2006 and July 21, 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.
1. We note your response to our prior comment number four, which indicates the
Company expenses mine development cost incurred subsequent to the
establishment of the main asset. Please tell us the nature of the
development costs you are expensing as incurred. In addition, please tell
us why you do not believe these mine development costs have future economic
benefit.
Response
--------
Underground mine development costs incurred after the main asset is ready
for use, includes the installation and upgrade of underground
infrastructure. Underground infrastructure includes conveyor systems
(belting, structure, idlers and drives), power- and water reticulation,
telemetrics, substations and dams or seals.
Due to the nature of the Company's mining activities continuous underground
mine development costs are incurred when accessing new mining areas. These
costs do have future economic benefit to the Company and should have been
capitalized. The average expected useful life over which these development
costs will provide future economic benefit is approximately five years.
<PAGE>
The effect on "earnings attributable to shareholders" has been provided in
the table below:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
2005 2004 2003
(Rand in millions)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Earnings attributable to shareholders as previously stated 9 787 5 358 7 344
Capitalization of underground development costs (reversal of
costs expensed to the income statement) 79 57 74
Additional depreciation to be provided on the amounts capitalized (72) (70) (70)
Taxation (2) 4 (1)
-----------------------------
Earnings attributable to shareholders revised for the capitalization
of underground development cost 9 792 5 349 7 347
-----------------------------
----------------------------------------------------------------------------------------------------
</TABLE>
The effect on the financial position of the Company has been provided in
the table below:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
2005 2004
(Rand in millions)
-------------------------------------------------------------------------------------------
<S> <C> <C>
Property, plant and equipment as previously stated 46 591 39 720
Accumulated capitalized underground development cost (net after
accumulated depreciation) 141 134
--------------------
Property, plant and equipment revised for the capitalization of
underground development costs 46 732 39 854
--------------------
Retained earnings as previously stated 44 011 37 080
After tax effect of the capitalization of underground development
costs 99 94
--------------------
Retained earnings revised for the capitalization of under ground
development costs 44 110 37 174
--------------------
-------------------------------------------------------------------------------------------
</TABLE>
The Company will amend its current accounting practice of primary
geographical expansion where it is expected to have future economic benefit
to the Company. The Company has considered the materiality of the
accounting practice of expensing primary geographical expansion in
accordance with SAB Topic 1:M. The net effect on "earnings attributable to
shareholders" and the accumulated impact on the financial position of the
Company is not considered material. The Company proposes to make the
amendment prospectively in the financial statements for the 2006 financial
year.
2. We note your response to prior comment five including proposed disclosure
indicating your view that capitalization of around mine exploration costs
is in accordance with U.S. GAAP. We are unable to agree with your
conclusion. As previously indicated, it is unclear how the potential future
economic benefits associated with these costs rise to the level of
probability required under the U.S. GAAP to capitalize costs, as proven and
probable reserves underlying those costs have not been established at the
time the costs were incurred. We also refer you to the Division of
Corporation Finance: Frequently Requested Accounting and Financial
Reporting Interpretations and Guidance, March 31 2001; II Guidance About
Disclosures; F.1. Issues in the Extractive Industries; which can be located
on our website:
http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm#P267_55290
---------------------------------------------------------------------
Based on your response it appears that the effect of these costs, had they
been expensed, would not have had a significant impact on net income in any
given period, however, your response did not provide a materiality
conclusion as to each period or address the accumulated capitalized cost
effect regarding your statements of financial position. As
<PAGE>
previously requested please provide us with your materiality analysis and
conclusions in accordance with SAB Topic 1:M. In the event you determine
that the impact is immaterial please explain how you intend to monitor your
accounting policy regarding the impact of these costs in future periods.
Response
--------
The Company notes the guidance included in Division of Corporation Finance:
Frequently Requested Accounting and Financing Reporting Interpretations and
Guidance, March 31, 2001, II Guidance About Disclosure; F.1. The Company
would like to clarify that it defines "around mine exploration costs" as
costs incurred to explore the reserve formation of "producing mines or
development properties". The reserve formation has already been the subject
of a feasibility study that has determined that commercially minable
deposits exist prior to these exploration costs being incurred. Exploration
costs incurred to explore outside or around the commercially minable
deposit for additional reserves are not capitalized.
Based on this definition of "around mine exploration costs", the company
continues to believe that these exploration costs have future economic
benefits as they relate only to exploring within a reserve formation that
has been the subject of a feasibility study and determined to contain
commercially minable deposits and thus are properly capitalized. The
company includes materiality information as the Staff requested, but has
not performed a materiality analysis based on the conclusion noted above.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
2005 2004 2003
(Rand in millions)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Earnings attributable to shareholders as previously stated 9 787 5 358 7 344
Expensing exploration costs previously capitalized (17) (23) (31)
Reversal of depreciation provided on capitalized exploration
costs 4 10 3
-----------------------------
Taxation 4 4 8
Earnings attributable to shareholders revised for expensing
exploration costs 9 778 5 349 7 324
-----------------------------
----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
2005 2004
(Rand in millions)
-------------------------------------------------------------------------------------------
<S> <C> <C>
Property, plant and equipment as previously stated 46 591 39 720
Accumulated cost of capitalized exploration (net after
accumulated amortization) (107) (94)
--------------------
Property, plant and equipment revised for expensing exploration
costs 46 484 39 626
--------------------
Retained earnings as previously stated 44 011 37 080
After tax effect of expensing exploration costs (76) (67)
--------------------
Retained earnings revised for expensing exploration costs 43 935 37 013
--------------------
-------------------------------------------------------------------------------------------
</TABLE>
3. We note your response and proposed disclosure to prior comment three
regarding the reasonably possible contingent loss with respect to the
explosion at the Secunda West ethylene production facilities. Please expand
your disclosure to more fully describe the nature of the contingent loss.
Additionally, please expand your proposed disclosure to clarify how you
have addressed your assessment using terms defined in paragraph 3 of SFAS 5
regarding the likelihood of loss.
<PAGE>
Response
--------
The Company proposes to include the following disclosure in the Form 20-F
for the fiscal year ended June 30, 2006:
"On September 1, 2004 the lives of ten employees and contractors were
lost and a number of employees and contractors were injured during an
explosion that occurred at our Secunda West ethylene production facility.
Since January 2006, the Company, Solidarity, the Chemical, Energy,
Paper, Printing, Wood and Allied Workers' Union and an attorney
representing the unions have been in negotiations to find a mechanism to
pay compensation to the dependants of people that died or were physically
injured in the accident to the extent that they had not been previously
compensated in terms of existing policies and practices. It was agreed to
establish an independent trust, the September 2004 Accident Trust, to
expeditiously make ex gratia grants to persons who were physically injured
in the September 1, 2004 explosion at our Secunda West ethylene production
facilities and to the dependants of persons who died in that accident. The
September 2004 Accident Trust was registered on 29 June 2006. Qualifying
victims of the accident have been invited to submit applications for
compensation. These grants will be 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 already
been compensated.
The Company will fund the September 2004 Accident Trust to pay the ex
gratia grants. Whilst accepting social responsibility, the Company has not
acknowledged legal liability in creating the trust. As at June 30, 2006 it
is believed that a loss contingency exists and that it is probable that the
future claims will be received from the dependents of the deceased or from
those physically injured and to whom ex gratia grants will be made. No
accrual has been made as at June 30, 2006 as the amount of the loss cannot
be reliably estimated. The 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. It is believed that the possible loss is unlikely
to exceed R20 million."
4. We note response indicating that you will amend future filings to disclose
the recognized obligation and suggesting that the disclosure of a range of
loss is not applicable. Please expand your disclosure on page 72 of your
document to further describe the judgments and assumptions underlying and
measurement of the liability. Refer to Interpretive Response to Question 5
of SAB Topic 5.Y
2006-07-31 - UPLOAD - SASOL LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
June 6, 2006
Trevor Stewart Munday
Chief Financial Officer
Sasol Limited
1 Sturdee Avenue,
Rosebank 2196
Republic of South Africa
Re: Sasol Limited
Form 20-F for Fiscal Year Ended June 30, 2005
Filed October 26, 2005
Response Letter Dated April 13, 2006
File No. 1-31615
Dear Mr. Trevor Stewart Munday:
We have reviewed your filing and response letter and have the following
comments. We have limited our review of your filing to those issues we have addressed
in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Form 20-F for the Fiscal Year Ended June 30, 2005
General –
1. We have reviewed your response le tter dated April 13, 2006. We note your
discussion of your contract for the purchas e of Iranian crude, and your conclusion as
to the materiality of your purchases of Ira nian 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 deem ed to enhance Iran’s financial ability to
support terrorist activity and weapons development programs.
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 risk factor headed “There is a
Trevor Stewart Munday
Sasol Limited
June 6, 2006 page 2
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.
Accounting
General
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 request header. 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.
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.
Financial Statements
Statement of Cash Flows, page F-6
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.
Note 2 Significant Accounting Policies page F-8
Property Plant and Equipment
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
Trevor Stewart Munday
Sasol Limited
June 6, 2006 page 3
development costs in the immediate and relevant producing area. Clarify what assets you deem to be life-of-mine assets.
Exploration and Development Costs, page F-11
Mining
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.
Oil and Gas
6. We note your response to prior comment nine in which you have included your amortization policy disclosure associated with development costs of your oil and gas properties within your “Mining” accounting policy. Please relocate your amortization policy regarding your oil and gas properties within your “Oil and Gas” accounting policy so as not to be confused with your mining activities.
7. We note your proposed disclosure and response to prior comment 10 indicating that you do not believe our industry letter applies to your circumstances regarding your buy/sell arrangements. Although the net effect of buy/sell arrangements may not be significant, the disclosure requirements set-forth in our letter should be considered to the extent these arrangements are material on a gross volume or dollar basis. To the extent these arrangements are material on a gross basis, please disclose how you account for these arrangements; the characteristics of these arrangements; the circumstances under which they are used; and quantify the gross proceeds and the related costs. In the event you believe these arrangements are not material please provide us with your qualitative and quantitative materiality analysis.
Sasol Liquid Fuels Business (LFB), page F-29
Trevor Stewart Munday
Sasol Limited
June 6, 2006 page 4
8. We note your proposed expanded disclosure in response to prior comment 13 regarding your revenue recognition policy applied to your dealer-owned supply agreements for liquefied fuels sales, indicating that you retain title to product to secure payment while recognizing revenue associated with the delivery of the product. Please address the following:
• Explain how you have concluded that collection of revenue is reasonably assured since it appears requisite for you to retain title in order to ensure collection.
• Explain how the risks of your product have passed to the customer upon delivery since you retain title and clarify when title passes.
• Explain to us why these sales are not recognized as revenue on a consignment basis.
Note 14, Goodwill and intangible assets, page F-55
9. We note your response to prior comment 15 and remain unclear as to the nature of your capitalized exploration expenditures. Please describe in further detail these exploration expenditures by indicating the specific types of costs you are capitalizing.
Note 15, Property, Plant and Equipment, page F-57
10. We note your response to prior comment 15 indicating that you will expand your disclosures to include the after-tax effect of the change in estimated useful lives
of you assets. Please provide us a sample of your proposed disclosure.
Note 21 Commitments and Contingencies, page F-66
Litigation, F-70
11. We note your response and proposed disclosure to prior comment 18 regarding your assessment of likelihood by matter. However, in some matters which you have noted as reasonably possible or probable you have not disclosed the possible range of loss or stated that such an estimate cannot be made. For example, but without limitation, you disclose the historical costs of the EDC pipeline litigation, which you indicate is reimbursable by RWE-DEA. However your disclosure does not provide an explicit quantification of the possible range of loss or indicate that no loss is expected, or state that an estimate cannot be
Trevor Stewart Munday
Sasol Limited
June 6, 2006 page 5
made. Additionally you have assessed the sulfur dioxide litigation as probable without discretely disclosing the amount accrued or the possible estimated range of loss related to this matter. Refer to paragraph 10 of SFAS 5.
Environmental Orders, page F-73
12. We note your response to prior comment 19 indicating that you are unable to determine the exact costs of your liability related to environmental soil and ground water contamination, although you have accrued an amount which is included as a component your asset retirement obligation. Please quantify the amount accrued within your commitment and contingencies note and disclose the possible range of loss currently estimated. Refer to paragraph 10 of SFAS 5.
Petroleum Engineering Comments
Supplemental Oil and Gas Information (unaudited), page G-4
13. Regarding response number 25, please provide the authoritative accounting literature that you believe allows you to account for an increase in reserves based on language in a production sharing contract concerning tax allocation.
Mining Engineering Comments
14. Tables 1, 2, and 3 were received and address the coal quality issues as requested. Please amend the filing to include these tables and incorporate the other proposed changes. This disclosure is still missing coal quality information for the Sasolberg Probable Reserve estimate. These reserves include the remainder of the Mooikraal, Block 12 South, and the North West mining areas. Please include the geological discount, mine layout and estimated the extraction percentage, in addition to the requested coal quality information.
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Jonathan Duersch at (202) 551-3719 or in his absence Kevin Stertzel at (202) 551-3723 if you have ques tions regarding comments on the financial
Trevor Stewart Munday
Sasol Limited
June 6, 2006 page 6
statements and related matters. You may c ontact Ken Schuler, Mining Engineer at (202)
551-3718 with questions about mining engin eering comments or Jim Murphy, Petroleum
Engineer at (202) 551 3703 with questions about petroleum engineering comments.
Please contact me at (202) 551-3683 with any other questions.
S i n c e r e l y ,
Jill S. Davis
B r a n c h C h i e f
2006-07-21 - CORRESP - SASOL LTD
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
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
--------
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
<PAGE>
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
--------
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
<PAGE>
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
--------
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
2006-04-13 - CORRESP - SASOL LTD
CORRESP
1
filename1.htm
Confidential Treatment
Requested by Sasol Limited, File No. 1-31615
Ms Jill S. Davis
Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
April 13, 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 February 17, 2006, relating to the Form 20-F of Sasol Limited (the
“Company”) for the fiscal year ended June 30, 2005. 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.
1.
We note that on page 37 you state that you are investing $462 million in a
new polymer plant in a joint venture with the National Petrochemical
Company of Iran. We note also the information in your financial
statements regarding the amount of assets, expenditures, capital commitments,
revenue and loss associated with your operations in Iran. Finally, we
note that a Reuters article dated February 18, 2005, reports that a firm
you co-own was fined for the unlicensed sale to Iran of a chemical that
can be used to make nuclear weapons.
In
light of the fact that Iran has been identified by the U.S. State Department as a state
sponsor of terrorism and is subject to U.S. economic sanctions, please describe
for us the extent and nature of any current or anticipated contacts with Iran that
are not already disclosed in your filing, including through affiliates,
subsidiaries, and other direct or indirect arrangements. Address for us the materiality
of your contracts with Iran, and discuss whether your dealings with Iran constitute a material
investment risk for your security holders.
In
preparing your response, please address materiality not only in quantitative terms, but
also 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 share value. In this regard, we note that Arizona
and Louisiana have adopted legislation requiring their state retirement systems to
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 S Montsi
JE Schrempp (German) Company Secretary: NL Joubert
Confidential Treatment
Requested by Sasol Limited, File No. 1-31615
page 2 of 35
prepare reports regarding state pension fund assets invested in, and/or permitting
divestment of state pension fund assets from companies that do business with countries
identified as state sponsors of terrorism.
In
your materiality discussion, please also address the possibility that products sold into
Iran by you or your subsidiaries could be put to military uses, including the
manufacture of nuclear weapons as noted in the referenced Reuters article.
Response
The
Company, through its affiliates, currently contracts with entities in Iran for the sale of
chemical products. The products are generally used in the detergent, personal care and
food industries and in the production of paints and adhesives. The sale of products to
entities in Iran amounted to R71 million for the fiscal year ended June 30, 2005. These
sales included organic specialities and linear alkylbenzene by Sasol Olefins and
Surfactants, calcined medium temperature pitch coke by Sasol Synfuels, and ketones,
alcohols, acrylates, and glycol ethers by Sasol Solvents. Certain chemicals used for
commercial purposes can be used for, or applied to military purposes. To our knowledge,
the products supplied are not put into military use, although we have recently established
that approximately 1% of the solvents products we sell into Iran have been purchased by
agencies of the Ministry of Defence. As a result, the sales to these agencies have ceased
forthwith.
Through
our subsidiary Sasol Oil International Limited, the Company has a crude oil contract with
Naftiran Intertrade Company Limited for the purchase of 12,000 barrels per day of Iranian
crude oil (4.4 million barrels per annum), for processing at the Natref crude oil refinery
in Sasolburg, South Africa. The contract is negotiated for an annual period January to
December. The value of the contract is estimated at $220 million per annum at current oil
prices. During the 2005 calendar year, Sasol purchased approximately 4.8 million barrels
of Iranian crude oil.
African
Amines, an affiliate of which the Company owns 50%, exported dimethylamine
(“DMA”) in the 2003 financial year to Iran and Australia. African Amines was
fined R100,000 for the exportation to Iran without a permit in violation of the South
African Non-Proliferation of Weapons of Mass Destruction Act, 1993 (Act 87 of 1993). DMA
is used to make a wide range of agricultural chemicals, including herbicides. African
Amines contracted with the export customers prior to the product being listed as a
substance that requires an export permit. The product was listed prior to the actual
export. Although the Company commenced the application of the permit the export was made
prior to receiving the permit. An internal African Amines disciplinary meeting was held on
July 11, 2003 to address the transgression and the appropriate disciplinary actions were
taken. It is the Company’s and African Amines’ policy to comply with
international non-proliferation regulations.
Sasol
Polymers Germany (“SPG”), a company incorporated and having its principal place
of business in Germany, which is an indirect wholly-owned subsidiary of the Company, has
entered into a joint venture with the National Petroleum Company of
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
Confidential Treatment
Requested by Sasol Limited, File No. 1-31615
page 3 of 35
Iran (“NPC”)
to construct and operate an integrated ethylene and polyethylene production facility in
Iran, Arya Sasol Polymer Company.
The
Company’s capital commitment to the Arya Sasol polymer project was R3,277 million at
June 30, 2005 as disclosed on page 33 of the Form 20-F.
All
contacts regarding our polymers project in Iran have been disclosed in the Form 20-F for
the fiscal year ended June 30, 2005 on the pages as noted by the Staff and no additional
contacts are foreseen.
Arya
Sasol Polymer Company will manufacture only ethylene and polyethylene. Ethylene is one of
the fundamental building blocks in the production of polyethylene. The ethylene which is
not used in the production of polyethylene will be sold to the external market.
Polyethylene is most widely used for the production of packaging materials. The material
is freely traded and is easily available. To our knowledge, these products will not be put
into military use.
We
believe the investment risk of our activities in Iran are adequately disclosed in the Risk
Factors in our 2005 Form 20-F under the caption “There is a possible risk that
sanctions may be imposed by the US Government as a result of our Iran-related
activities.” The risk factor discusses a potential imposition of sanctions in
connection with the Polymers project and also a potential gas-to-liquids (“GTL”)
project opportunity, with respect to which no investment decision has yet been made. The
Company is not progressing a feasibility study on the potential GTL project in Iran,
although this may change. The political situation in Iran is being monitored. If a
stage-one feasibility study is initiated it will, however, take up to two years before the
investment merits of a potential GTL project are precisely determined for consideration
and scrutiny by the relevant risk assessment, governance and investment decision making
bodies within the Company, which will also take full cognisance of the political situation
prevailing in Iran at that time. The Staff will be apprised in future filings of any
progress or changes in this regard. We do not believe the extremely small amount of export
sales to Iran or the purchase of crude oil from Iran for our Natref refinery pose any
material investment risk.
In
considering materiality, we have considered US sanctions legislation and we note the fact
that certain US states have adopted legislation relating to the divestment of state
pension fund assets from companies that do business with countries identified by the US
Government as state supporters of terrorism. To our knowledge our activities in Iran have
not had a negative effect on our reputation or share value.
2.
In future filings, please revise your risk factor regarding the possible risk
that U.S sanctions may be imposed (p26) to:1) disclose that the Iranian
Transactions Regulations prohibit or restrict most transactions between
U.S. person and Iran, and that they are stated to have been adopted, in part, as
a result of Iranian sponsorship of international terrorism and active
pursuit of weapons of mass destruction; and 2) make clear that the Iran
and Libya Sanctions, now applicable only to Iran, was adopted
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
Confidential Treatment
Requested by Sasol Limited, File No. 1-31615
page 4 of 35
with the
objective of denying those countries the ability to support acts of
international terrorism and fund the development or acquisition of
weapons of mass destruction.
Response
We
confirm that in future filings we will disclose the fact that the Iranian Transaction
Regulations prohibit or restrict most transactions between U.S. persons and Iran.
Additionally we will amend our disclosure to note that the Iran and Libya Sanctions Act is
now applicable only to Iran.
We
do not believe that references as to why the laws and regulations are stated as having
been adopted provide information relevant to the investment risk of the Company’s
investments in Iran to the reader of the Form 20-F. Moreover, as a South African company,
we are unable to comment on the political issues influencing US legislation.
3.
We note your disclosure indicating that the Governments of South Africa and
Mozambique have a call option to acquire 50% of the shares of Rompco.
Please describe to us in further detail the terms of the call option.
Response
From
the inception of the Mozambique Natural Gas Project the Company, as project sponsor and
developer, agreed with the Government of South Africa, as well as the Government of
Mozambique, the participation of Government-owned/controlled companies in the pipeline
portion of the project.
Republic
of Mozambique Pipeline Investments Company (Proprietary) Limited (“ROMPCO”) is
the South African incorporated company in which the pipeline portion of the project vests.
Upon
the request of the two Governments, the participation of the Government-nominated
companies, iGas (Proprietary) Limited (owned by the South African Government) and
Companhia de Moçambique de Gasoduto S.A.R.L. (“CMG”) (owned by the
Mozambique Government), was structured as an option to jointly acquire up to 50% of the
shares in ROMPCO. The detailed structure of the option was agreed to by the parties in the
ROMPCO Shareholders’ Agreement. In order to give effect to this option, a dual share
structure was implemented in ROMPCO in terms of which Sasol Gas Holdings (Proprietary)
Limited initially held 100% of the beneficial shares (full voting rights and rights to
dividends), the so-called Class B shares (10 million Class B shares). Each of iGas and CMG
initially held 2.5 million Class A shares (shares which have limited voting rights and no
right to dividends). Each Class A share affords the holder thereof a call option on 1
Class B share in ROMPCO, at a price determined in accordance with the price formula agreed
to by the parties in the ROMPCO Shareholders’ Agreement.
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
Confidential Treatment
Requested by Sasol Limited, File No. 1-31615
page 5 of 35
The
price at which iGas and CMG can purchase Class B shares from Sasol Gas Holdings is based
on the total capital invested in the construction of the Mozambique to South Africa
pipeline, together with an agreed risk premium. In the case of iGas, the option was
available until three months after the Company presented iGas with reserve reports by
independent reserve auditors indicating sufficient gas reserves in order to provide the
base load volume of 120 MGJ for the 25 year duration of the project. In the case of CMG
the option remains available until three months after the second anniversary of the
commercial commencement of the project and will accordingly lapse on June 26, 2006.
With
effect from July 1, 2005 iGas exercised its option to acquire 25% of the issued Class B
shares in ROMPCO from Sasol Gas Holdings, in accordance with the provisions of the ROMPCO
Shareholders’ Agreement.
CMG
is currently in the process of finalizing negotiations with a number of financiers to
acquire financing in order to exercise its option. In terms of the provisions of the
option, iGas will have the right to acquire the Class B Shares in respect of which CMG is
not able to exercise its option before the termination date thereof.
On
March 22, 2006 CMG submitted to Sasol Gas and iGas a formal request for the extension of
their option in order to afford it time to conclude its financing negotiations. The
request by CMG is currently being considered by the ROMPCO shareholders.
The
exercise of the option will affect neither the participating interests in the
unincorporated gas fields joint venture, nor the gas sales and gas transportation
contractual arrangements.
The
Company believes that the business risk profile of the particular investment will not be
adversely affected as a result of the exercise of the option. On the contrary, the Company
believes that the exercise of the option would positively affect the political risk
profile of the investment.
4.
We note your disclosure of the explosion at the Secunda West ethylene
production facilities which R236 million insurance proceeds were
received, net of excess payments. Please quantify the total proceeds
received and separately state what amount was attributed to property casualty
loss and business interruption insurance. Tell us how you have
categorized these proceeds in your statement of cash flows. Additionally
tell us the total costs associated with this event and whether further costs
will be incurred in relation to this incident.
Response
The
total insurance proceeds received for the explosion at the Secunda West ethylene
production facility amount to R384 million. Of this amount R225 million was received in
respect of business interuption losses and R159 million in repect of property damage. The
excess payment for the business interuption losses claim was R68 million and the property
damage claim was R12 million. In preparing the disclosure provided on page