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Sasol Financing USA LLC Announces Early Results Of Cash Tender Offer For Outstanding Debt Securities
Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration number 1979/003231/06)
Sasol Ordinary Share codes: JSE: SOL NYSE: SSL
Sasol Ordinary ISIN codes: ZAE000006896 US8038663006
Sasol BEE Ordinary Share code: JSE: SOLBE1
Sasol BEE Ordinary ISIN code: ZAE000151817
(Equity issuer)
Sasol Financing Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1998/019838/06)
Company code: SFIE
LEI: 378900A5BC68CC18C276
(Debt issuer)
SASOL FINANCING USA LLC ANNOUNCES EARLY RESULTS OF CASH TENDER OFFER FOR
OUTSTANDING DEBT SECURITIES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION
OR DISTRIBUTION IS UNLAWFUL
Sasol Financing USA LLC (NYSE: SSL) ("Sasol" or the "Company") announced today the early
tender results of its previously announced tender offer (the "Capped Tender Offer") to purchase for
cash up to $333,796,000 aggregate principal amount (the "Capped Maximum Amount") of its 8.750%
notes due 2029 (the "2029 Notes"). The Capped Tender Offer is being made pursuant to the terms
and conditions set forth in the Offer to Purchase dated March 30, 2026 (the "Offer to Purchase"). The
Company refers investors to the Offer to Purchase for the complete terms and conditions of the
Capped Tender Offer. Unless otherwise defined herein, terms defined in the Offer to Purchase (as
defined below) are used herein as therein defined.
As of 5:00 p.m., New York City time, on April 13, 2026 (such date and time, the "Early Tender Date"),
according to information provided to Kroll Issuer Services Limited, the tender agent for the Capped
Tender Offer, the aggregate principal amount of the 2029 Notes listed in the table below has been
validly tendered and not validly withdrawn. Withdrawal rights for the 2029 Notes will expire at 5:00
p.m., New York City time, April 28, 2026, unless extended by the Company in its sole discretion.
Dollars per $1,000 Principal Amount of 2029
Notes(2)
Title of CUSIP/ ISIN Principal Aggregate Aggregate Capped Early Total Listing
Security Number Amount Principal Principal Tender Tender Considerati Venue
Outstanding(1) Amount of Amount of Offer Premiu on(3)
2029 Notes 2029 Notes Considera m
Validly Expected to tion
Tendered be Accepted
for Purchase
(4)
144A – Frankfurt
8.750% 80386W AF2 / Stock
notes US80386WAF23 Exchange
$1,000,000,000 $533,268,000 $333,796,000 $1,022.50 $30.00 $1,052.50(3)
due Open
2029 Regulation S - Market
U8035U AC6 / (Freiverkehr)
USU8035UAC63
(1) Principal amount outstanding as of the Commencement Date.
(2) Does not include Accrued Interest, which will also be payable as provided herein.
(3) Includes the Early Tender Premium (as defined in the Offer to Purchase).
(4) Principal amount expected to be accepted for purchase, subject to exercise of withdrawal rights by holders.
Subject to the satisfaction or waiver of the conditions to the Capped Tender Offer, the Company
expects to accept for purchase all 2029 Notes that were validly tendered at or prior to the Early
Tender Date up to the Capped Maximum Amount. The Company expects to make payment for the
accepted 2029 Notes on April 30, 2026 (the "Capped Tender Offer Settlement Date"). The Company
intends to fund the purchase of validly tendered and accepted 2029 Notes on the Capped Tender
Offer Settlement Date with the net proceeds from its $750,000,000 senior notes due 2033 issued on
April 10, 2026.
The Capped Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on April 28, 2026.
However, because the aggregate principal amount of 2029 Notes validly tendered as of the Early
Tender Date exceeds the Capped Maximum Amount, the Company does not expect to accept any
2029 Notes tendered after the Early Tender Date.
The consideration to be paid for the 2029 Notes validly tendered and not validly withdrawn
per $1,000 principal amount of such 2029 Notes validly tendered and accepted for purchase pursuant
to the Capped Tender Offer is the amount set forth in the table above under the heading "Total
Consideration." The amounts set forth in the table above under "Total Consideration" include an early
tender premium of $30.00 per $1,000 principal amount of 2029 Notes accepted for purchase (the
"Early Tender Premium"). Each holder who validly tendered and did not validly withdraw its 2029
Notes at or prior to the Early Tender Date and whose 2029 Notes are accepted for purchase will be
entitled to receive the applicable "Total Consideration" set forth in the table above under the heading
"Total Consideration," which includes the Early Tender Premium, on a prorated basis if applicable. All
holders of 2029 Notes accepted for purchase will also receive accrued interest from, and including,
the most recent applicable interest payment date preceding the Capped Tender Offer Settlement Date
to, but not including, the Capped Tender Offer Settlement Date, if and when such 2029 Notes are
accepted for payment.
Information relating to the Capped Tender Offer
The complete terms and conditions of the Capped Tender Offer are set forth in the Offer to Purchase.
Investors with questions regarding the terms and conditions of the Capped Tender Offer may
contact J.P. Morgan Securities plc at +44 20 2468 or by email to em_europe_lm@jpmorgan.com
(Attention: Liability Management) and MUFG Securities EMEA plc at +44 20 7577 1374 or by email to
Hybrids.LM@int.sc.mufg.jp (Attention: Liability Management Group).
Kroll Issuer Services Limited is the tender agent for the Capped Tender Offer. Any questions
regarding procedures for tendering 2029 Notes or request for copies of the Offer to Purchase should
be directed to Kroll Issuer Services Limited by any of the following means: by telephone at +44 20
7704 0880; by email at sasol@is.kroll.com; or by internet at the following web
address: https://deals.is.kroll.com/sasol.
14 April 2026
Sandton, Johannesburg
Equity Sponsor: Merrill Lynch South Africa Proprietary Limited t/a BofA Securities
Debt Sponsor: Absa Corporate and Investment Bank, a division of Absa Bank Limited
About Sasol
A global chemicals and energy company, Sasol harnesses its knowledge and over 75 years'
experience in the production and marketing of chemicals and fuels to integrate sophisticated
technologies and processes into world-scale operating facilities, striving to safely and sustainably
source, produce and market a range of high-quality products globally. Additional information can be
found on the Company's website at https://www.sasol.com/ or at the Company's address below:
Sasol Financing USA LLC
12120 Wickchester Lane
Houston, Texas 77079
United States of America
Disclaimer
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell
or purchase, or the solicitation of tenders with respect to, the 2029 Notes. No offer, solicitation,
purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Capped Tender Offer is being made solely pursuant to the Offer to Purchase made
available to holders of the 2029 Notes. Further, nothing contained herein shall constitute an offer to
sell or a solicitation of an offer to buy any debt securities that are the subject of the Debt Financing.
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the
tender agent or the trustee with respect to the 2029 Notes is making any recommendation as to
whether or not holders should tender or refrain from tendering all or any portion of their 2029 Notes in
response to the Capped Tender Offer. Holders are urged to evaluate carefully all information in the
Offer to Purchase, consult their own investment and tax advisors and make their own decisions
whether to tender 2029 Notes in the Capped Tender Offer, and, if so, the principal amount of 2029
Notes to tender.
This document and any documents detailing the investment or investment activity to which this
announcement relates are for distribution only to persons who (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 43(2) ("members and creditors of certain bodies corporate") of the
Financial Promotion Order, (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc.") of the Financial Promotion Order, (iv) are outside the
United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as "relevant persons"). This
document is directed only at relevant persons and must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with relevant persons.
This tender offer is not intended to be offered or otherwise made available to and should not be
offered or otherwise made available to any retail investor in any member state of the EEA in
circumstances in which this tender offer is restricted to non-retail investors. For these purposes, a
"retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II.
Forward-looking statements
This news release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are generally identified through the
inclusion of words such as "aim", "anticipate", "believe", "drive", "estimate", "expect", "expressed
confidence", "forecast", "future", "goal", "guidance", "intend", "may", "objective", "outlook", "plan",
"position", "potential", "project", "seek", "should", "strategy", "target", "will" or variations of such words
and other similar expressions. By their very nature, forward-looking statements involve inherent risks
and uncertainties, both general and specific, and there are risks that the predictions, forecasts,
projections and other forward-looking statements will not be achieved. If one or more of these risks
materialize, or should underlying assumptions prove incorrect, our actual results may differ materially
from those anticipated in such forward-looking statements. You should understand that a number of
important factors could cause actual results to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking statements. These factors
include among others, and without limitation:
• the outcome in pending and developing regulatory matters and the effect of changes in
regulation and government policy;
• the political, social and fiscal regime and economic conditions and developments in the world,
especially in those countries in which we operate;
• the outcome of legal proceedings including tax litigation and assessments;
• our ability to maintain key customer relations in important markets;
• our ability to improve results despite increased levels of competition;
• our ability to exploit our oil, gas and coal reserves as anticipated;
• the continuation of substantial growth in significant developing markets;
• the ability to benefit from our capital investment program;
• the accuracy of our assumptions in assessing the economic viability of our large capital projects
and growth in significant developing areas of our business;
• the ability to gain access to sufficient competitively priced gas, oil and coal reserves and other
commodities;
• the impact of environmental legislation and regulation on our operations and access to natural
resources;
• our success in continuing technological innovation;
• the success of our Broad Based Black Economic Empowerment ownership transaction;
• our ability to maintain sustainable earnings despite fluctuations in oil, gas and commodity prices,
foreign currency exchange rates and interest rates;
• our ability to maintain sufficient levels of cash at all times;
• our ability to attract and retain sufficient skilled employees;
• the impact of the imposition of tariffs, sanctions, and trade restrictions in the countries we
operate, or targeting the countries in which we operate;
• our ability to consummate the Tender Offers or the Debt Financing on the anticipated terms, if at
all; and
• our success at managing the foregoing risks.
For further discussion of factors that could cause one or more of these future events or results not to
occur as implied by any forward-looking statement, see "Risk Factors" in our most recent annual
report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") and any
subsequent current report on Form 6-K that we file, available from the SEC's
website. Sasol undertakes no duty to publicly update or revise any forward-looking statements.
Date: 14-04-2026 11:32:00
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