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JOHANNESBURG, March 30, 2026 /PRNewswire/ -- Sasol Financing USA LLC $(SSL)$ ("Sasol" or the "Company") announced today the commencement of a series of tender offers to purchase for cash of (i) any and all of its outstanding 6.500% notes due 2028 (the "2028 Notes"); and (ii) up to an aggregate principal amount that does not exceed an amount equal to $750,000,000 less the aggregate principal amount of 2028 Notes accepted for purchase in the tender offer for the 2028 Notes (the "Capped Maximum Amount" of its 8.750% notes due 2029 (the "2029 Notes, and together with the 2028 Notes, the "Notes"). Unless otherwise defined herein, terms defined in the Offer to Purchase (as defined below) are used herein as therein defined.

 
                                                         Dollars per $1,000 Principal Amount of Notes(2) 
                                         Principal                     Early 
  Title of      CUSIP/ ISIN    Offer       Amount      Tender Offer   Tender       Total         Listing 
  Security         Number      Type     Outstanding    Consideration  Premium  Consideration      Venue 
                              Any and                                                           New York 
6.500% notes    80386W AB1/     All                                                               Stock 
   due 2028     US80386WAB19   Offer    $750,000,000     $1,012.50      N/A      $1,012.50      Exchange 
                                                                                                Frankfurt 
                                                                                                  Stock 
                  144A --                                                                     Exchange Open 
8.750% notes    80386W AF2 /  Capped                                                             Market 
 due 2029(1)    US80386WAF23   Offer   $1,000,000,000    $1,022.50    $30.00   $1,052.50(3)   (Freiverkehr) 
 Regulation S - U8035U 
   AC6 / USU8035UAC63 
 

(1) Subject to the Capped Maximum Amount, the principal amount of 2029 Notes validly tendered prior to or at the Early Tender Date will be accepted for purchase, on a prorated basis if applicable, in priority to other 2029 Notes validly tendered after the Early Tender 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).

The tender offers are being made upon the terms and subject to conditions, including the Financing Condition (as defined below), described in the Offer to Purchase, dated March 30, 2026 (the "Offer to Purchase") and, with respect to the tender offer for the 2028 Notes, the related Notice of Guaranteed Delivery, which sets forth a detailed description of the tender offers. The Company reserves the right, but is under no obligation, to increase or decrease the Capped Maximum Amount in its sole discretion at any time without extending or reinstating withdrawal rights, subject to compliance with applicable law.

The tender offers are conditioned upon, among other things, the successful completion (in the sole determination of the Company) of its offering of new senior notes due 2033 guaranteed by Sasol Limited (the "Guarantor"), which is expected to occur on April 10, 2026 (the "Debt Financing" and such condition, the "Financing Condition"). No assurances can be given that the Company will complete the Debt Financing.

The tender offer for the 2028 Notes will expire at 5:00 p.m., New York City time, on April 6, 2026, or any other date and time to which the Company extends the applicable tender offer (such date and time, as it may be extended with respect to a tender offer, the "Any and All Tender Offer Expiration Date"), unless earlier terminated. The tender offer for the 2029 Notes will expire at 5:00 p.m., New York City time, on April 28, 2026, or any other date and time to which the Company extends the applicable tender offer (such date and time, as it may be extended with respect to a tender offer, the "Capped Tender Offer Expiration Date" and, together with the Any and All Tender Offer Expiration Date, the "Expiration Dates" and each an "Expiration Date"), unless earlier terminated. Holders of the 2029 Notes must validly tender and not validly withdraw their Notes prior to or at 5:00 p.m., New York City time, on April 13, 2026 (such date and time, as it may be extended with respect to a tender offer, the "Early Tender Date"), to be eligible to receive the applicable Total Consideration (as defined below). If a holder validly tenders 2029 Notes after the Early Tender Date but prior to or at the Capped Tender Offer Expiration Date, the holder will only be eligible to receive the applicable Tender Offer Consideration (as defined below).

The Guarantor's board of directors has provided the necessary approvals, including the provision of financial assistance under section 45 of the South African Companies Act 71 of 2008 and has applied the solvency and liquidity test. The Guarantor's board of directors has agreed on the commencement date for the transactions described herein to take place after the release of the Guarantor's results for the six months ended December 31, 2025, and has delegated its authority to the transaction committee (comprising the chief financial officer, chief executive officer and chairman of the audit committee) to approve the final terms of the transaction.

In addition to the consideration set forth in the table above, all holders of Notes accepted for purchase in the tender offers will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but not including, the applicable settlement date.

Subject to the Capped Maximum Amount, holders of 2029 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Date, where applicable, and accepted for purchase, on a prorated basis if applicable, pursuant to the applicable tender offer will receive the applicable tender offer consideration set forth in the table above (with respect to each series of Notes, the "Tender Offer Consideration") plus the early tender offer premium for the 2029 Notes set forth in the table above (the "Early Tender Premium" and, together with the applicable Tender Offer Consideration, the "Total Consideration"). Holders of 2029 Notes validly tendered (and not validly withdrawn) after the Early Tender Date, but before or at the Capped Tender Offer Expiration Date, and accepted for purchase pursuant to the applicable tender offer will receive the applicable Tender Offer Consideration, but not the Early Tender Premium. No tenders will be valid if submitted after the applicable Expiration Date. 2029 Notes validly tendered prior to or at the Early Tender Date will be accepted for purchase, on a prorated basis if applicable, in priority to other 2029 Notes validly tendered after the Early Tender Date. For the avoidance of doubt, 2029 Notes tendered before the Early Tender Date but subsequently withdrawn and then tendered once again following the Early Tender Date but before the Capped Tender offer Expiration Date, and accepted for purchase, will receive Capped Tender Offer Consideration, but not the Early Tender Premium.

The Company intends to fund the purchase of validly tendered and accepted Notes with the net proceeds from the Debt Financing. The purpose of the tender offers is to enhance the Company's debt maturity profile.

The tender offers will expire on the applicable Expiration Date. Except as set forth below, payment for the 2028 Notes that are validly tendered prior to or at the Any and All Tender Offer Expiration Date or through the guaranteed delivery procedures and that are accepted for purchase will be made on April 10, 2026, the fourth business day after the Any and All Tender Offer Expiration Date. Payment for the 2029 Notes that are validly tendered prior to or at the Capped Tender Offer Expiration Date and that are accepted for purchase will be made on April 30, 2026, the second business day after the Capped Tender Offer Expiration Date.

Tendered Notes may be withdrawn prior to or at, but not after, (i) for the 2028 Notes, 5:00 p.m., New York City time on the Any and All Tender Offer Expiration Date; and (ii) for the 2029 Notes, 5:00 p.m., New York City time, on the Capped Tender Offer Expiration Date.

The tender offers are subject to the satisfaction or waiver of certain conditions which are specified in the Offer to Purchase, including the Financing Condition. The tender offers are not conditioned on any minimum principal amount of Notes being tendered.

INFORMATION RELATING TO THE TENDER OFFERS

The Offer to Purchase is being distributed to holders beginning today. J.P. Morgan Securities plc and MUFG Securities EMEA plc are the dealer managers for the tender offers. Investors with questions regarding the terms and conditions of the tender offers may 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 Tender Offers. Any questions regarding procedures for tendering 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.

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March 30, 2026 07:06 ET (11:06 GMT)