0001104659-18-057885.txt : 20180921 0001104659-18-057885.hdr.sgml : 20180921 20180920204211 ACCESSION NUMBER: 0001104659-18-057885 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180921 DATE AS OF CHANGE: 20180920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SASOL LTD CENTRAL INDEX KEY: 0000314590 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: T3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-227263 FILM NUMBER: 181080440 BUSINESS ADDRESS: STREET 1: 50 KATHERINE STREET SANDTON STREET 2: SANDTON CITY: JOHANNESBURG STATE: T3 ZIP: 2196 BUSINESS PHONE: 01127114413111 MAIL ADDRESS: STREET 1: P O BOX 5486 CITY: JOHANNESBURG STATE: T3 ZIP: 99999 FORMER COMPANY: FORMER CONFORMED NAME: SASOL LTD/ADR/ DATE OF NAME CHANGE: 20000101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sasol Financing USA LLC CENTRAL INDEX KEY: 0001752360 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 12120 WICKCHESTER LANE CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815883000 MAIL ADDRESS: STREET 1: 12120 WICKCHESTER LANE CITY: HOUSTON STATE: TX ZIP: 77079 FWP 1 a18-26053_5fwp.htm FWP

 

Free Writing Prospectus

Dated September 20, 2018

Filed pursuant to Rule 433

(To Preliminary Prospectus Supplement dated September 10, 2018 and Prospectus dated September 20, 2018)

Registration Statement No. 333-227263

333-227263-01

 

Sasol Financing USA LLC
$750,000,000 6.500% Notes due 2028
Fully and Unconditionally Guaranteed by Sasol Limited

 

Pricing Term Sheet
September 20, 2018

 

Issuer:

 

Sasol Financing USA LLC

Guarantor:

 

Sasol Limited

Principal Amount:

 

$750,000,000

Net Proceeds (before expenses):

 

$746,767,500

Maturity Date:

 

September 27, 2028

Coupon:

 

6.500%

Price to Public:

 

99.869% of principal amount, plus accrued interest, if any, from September 27, 2018

Yield to Maturity:

 

6.518%

Benchmark Treasury:

 

UST 2.875% due August 15, 2028

Spread to Benchmark Treasury:

 

+345 basis points

Benchmark Treasury Price and Yield:

 

98-11+ / 3.068%

Interest Payment Dates:

 

March 27 and September 27, commencing March 27, 2019

Day Count Fraction:

 

30 / 360

Change of Control:

 

101%

Redemption Provisions:

 

 

Make-whole Call:

 

At any time prior to June 27, 2028 at a discount rate of Treasury plus 50 basis points

Par Call:

 

On or after June 27, 2028 at 100%

Tax Redemption:

 

100%

Trade Date:

 

September 20, 2018

Expected Settlement Date:

 

September 27, 2018 (T+5)

Denominations:

 

$200,000 and integral multiples of $1,000 in excess thereof

CUSIP / ISIN:

 

80386W AB1 / US80386WAB19

Expected Listing:

 

New York Stock Exchange

Corporate Ratings*:

 

Moody’s: Baa3 (Stable) / S&P: BBB- (Stable)

Expected Security Ratings*:

 

Moody’s: Baa3 / S&P: BBB-

Joint Bookrunners:

 

Citigroup Global Markets Inc.

 

 

J.P. Morgan Securities plc

 

 

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

 


 

 

 

Barclays Bank PLC

 

 

HSBC Bank plc

 

 

Mizuho International plc

 

 

MUFG Securities Americas Inc.

 

 

SMBC Nikko Capital Markets Limited

 

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

Amendments to the Preliminary Prospectus Supplement

 

The preliminary prospectus supplement dated September 10, 2018 (the “Preliminary Prospectus Supplement”) shall be amended by replacing the table under the heading entitled “SUMMARY” in the section entitled “Summary Financial and Other Information” on page S-12 with the following table:

 

 

 

For the year ended June 30,

 

 

 

2018

 

2017

 

2016

 

2015

 

2014

 

 

 

(ZAR in millions)

 

Adjusted EBITDA(1)

 

52,413

 

47,627

 

53,992

 

60,042

 

72,615

 

 

(1)                                 Defined as earnings before interest and tax (EBIT), depreciation and amortization, share-based payments, remeasurement items and unrealized hedging losses/(gains).  Adjusted EBITDA is a non-IFRS financial measure and should not be viewed as a substitute for any IFRS financial measure.  We have presented this non-IFRS measure in this prospectus supplement because we consider it to be an important supplemental measure for investors, analysts and our management to evaluate our profitability and operating performance.

 

The reconciliation of earnings before interest and tax (EBIT) to Adjusted EBITDA is as follows:

 

 

 

For the year ended June 30,

 

 

 

2018

 

2017

 

2016

 

2015

 

2014

 

 

 

(ZAR in millions)

 

Earnings for the year

 

10,146

 

21,513

 

15,027

 

31,162

 

30,417

 

Taxation

 

5,558

 

8,495

 

8,691

 

14,431

 

14,696

 

Finance income

 

(1,716

)

(1,568

)

(1,819

)

(1,274

)

(1,220

)

Finance expenses

 

3,759

 

3,265

 

2,340

 

2,230

 

1,925

 

Earnings before interest and tax (EBIT)

 

17,747

 

31,705

 

24,239

 

46,549

 

45,818

 

Depreciation and amortization

 

16,425

 

16,204

 

16,367

 

13,567

 

13,516

 

Share-based payments(a)

 

4,431

 

226

 

494

 

(881

)

5,652

 

Remeasurement items

 

9,901

 

1,616

 

12,892

 

807

 

7,629

 

Unrealized hedging losses/(gains)

 

3,909

 

(2,124

)

—

 

—

 

—

 

Adjusted EBITDA

 

52,413

 

47,627

 

53,992

 

60,042

 

72,615

 

 

The Preliminary Prospectus Supplement shall be further amended by inserting the following text under the heading entitled “CAPITALIZATION” on page S-41:

 

2


 

Since June 30, 2018, our total debt has increased by approximately R13 billion, as a result of (i) a weakening in the US dollar/South African rand exchange rate to R14.92 to $1.00 as of September 17, 2018, and (ii) we have drawn an additional $575 million under our revolving credit facility to finance capital expenditures related to the LCCP.

 

***

 

It is expected that delivery of the securities will be made against payment therefor on or about September 27, 2018, which will be five business days (as such term is used for purposes of Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next two succeeding business days may be required, by virtue of the fact that the securities initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the securities who wish to make such trades should consult their own advisors.

 

The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have filed with the SEC for more complete information about the issuer, the guarantor and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at +1-800-831-9146; or by calling J.P. Morgan Securities plc collect at +1-212-834-4533; or by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at +1-800-294-1322.

 

MiFID II professionals / ECPs-only / No PRIIPs KID — No PRIIPs key information document (KID) has been prepared as not available to retail in EEA. No sales to retail clients in the EEA, as defined under MiFID II. Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

 

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 

3