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SCL - SacOil Holdings Limited - Unaudited Interim Results For The Six Months

Release Date: 25/03/2009 09:24:01      Code(s): SCL
SCL - SacOil Holdings Limited - Unaudited Interim Results For The Six Months    
                             Ended 31 December 2008                             
SacOil Holdings Limited                                                         
Formerly SA Mineral Resources Corporation Limited                               
Incorporated in the Republic of South Africa                                    
Registration No     1993/000460/06                                              
ISIN Number         ZAE000127460                                                
JSE Code            SCL                                                         
("SacOil Holdings" or "the Company")                                            
Income statement                                                                
Unaudited     Reviewed     Audited                
                              Six           Six          Twelve                 
                              months to     months to    months to              
                              31 December   31 December  30 June                
2008          2007         2008                   
                              R 000`s       R 000`s      R 000`s                
Revenue                        16,730        8,574        18,631                
Cost of sales                  (13,611)      (5,365)      (13,132)              
Gross profit                   3,119         3,209        5,499                 
Operating costs                (5,623)       (3,535)      (10,606)              
Loss from operations           (2,504)       (326)        (5,107)               
Impairment loss                -             -            (5,159)               
Realised gain on insurance      -            501           501                  
Investment income               423          1             327                  
Interest paid                  (93)          (2)          (79)                  
(Loss)/profit before tax       (2,174)       174          (9,517)               
Taxation                       -             -            -                     
(Loss)/profit after tax        (2,174)       174          (9,517)               
Weighted average number of      313,292      37,427       167,593               
shares (000`s)                                                                  
(Loss)/profit per share        (0.69)        0.46         (5.68)                
Reconciliation of headline                                                      
(Loss)/profit attributable to  (2,174)       174          (9,517)               
Realised gain on insurance     -             (501)        (501)                 
Impairment loss on             -             -            5,159                 
revaluation of property,                                                        
plant and equipment                                                             
Headline loss                  (2,174)       (327)        (4,859)               
Headline (loss) per share      (0.69)        (0.87)       (2.90)                
Balance sheet                                                                   
31 December   31 December  30 June                  
                            2008          2007         2008                     
                            R 000`s       R 000`s      R 000`s                  
Non-current assets           36,176        10,487       33,097                  
Property, plant and           5,119        10,487       5,230                   
Loans receivable              31,057       -            27,867                  
Current assets                13,764       18,949       18,925                  
Inventory                     1,603        787          1,454                   
Trade accounts receivable     3,868        6,407        3,731                   
Sundry accounts receivable    136          -            136                     
Taxation receivable           664          -            1,784                   
Cash & cash equivalents       7,493        11,755       11,819                  
Total assets                  49,940        29,436      52,022                  
Equity & liabilities                                                            
Equity attributable to        42,252        23,470       44,426                 
equity holders                                                                  
Stated capital                83,726        25,926       83,726                 
Share Premium                -              27,152      -                       
Accumulated loss             (41,474)      (29,608)     (39,300)                
Non-current liabilities       3,189         526          3,129                  
Long term liabilities         2,503        -             2,503                  
Provision for environmental   686           526          626                    
Current liabilities           4,499         5,440        4,467                  
Accounts payable              4,358         5,252        3,546                  
Taxation                     -             -             591                    
Sundry accounts payable       141           188          330                    
Total equity & liabilities    49,940        29,436       52,022                 
Number of shares in issue     313,292       272,427      313,292                
Net asset value per share     13.49         8.62         14.18                  
Cash flow statement                                                             
                            Six            Six          Twelve                  
months to     months to    months to                
                            31 December    31 December 30 June                  
                            2008           2007         2008                    
                            R 000`s       R 000`s      R 000`s                  
Cash (utilised)/generated    (1,414)        542         (6,102)                 
from operating activities                                                       
Investment income             423           1            327                    
Interest paid                (93)          (2)          (78)                    
Net cash flows from          (1,084)        541         (5,853)                 
operating activities                                                            
Net cash flows from          (52)           344         (180)                   
investing activities                                                            
Net cash flows from          (3,190)        10,705       17,687                 
financing activities                                                            
Net (decrease)/increase in   (4,326)        11,590       11,654                 
cash and cash equivalents                                                       
Cash and cash equivalents     11,819        165          165                    
at the beginning of the                                                         
Cash and cash equivalents     7,493         11,755       11,819                 
at the end of the year                                                          
Statement of changes in equity                                                  
                             Six           Six          Twelve                  
                             months to    months to    months to                
31 December   31 December 30 June                  
                             2008          2007         2008                    
                             R 000`s      R 000`s      R 000`s                  
Stated capital                                                                  
Opening balance                83,726       3,743        3,743                  
- Transfer from share        -            -             27,152                  
- Shares issued for cash     -             22,183       54,148                  
- Expenses written off       -            -            (1,318)                  
against stated capital                                                          
Closing balance                83,726       25,926       83,726                 
Share premium                                                                   
Opening balance               -             27,152       27,152                 
- Shares issued for cash     -            -            -                        
- Transfer to stated         -            -            (27,152)                 
Closing balance               -             27,152      -                       
Accumulated loss                                                                
Opening balance               (39,300)     (29,783)     (29,783)                
Net (loss)/profit for the     (2,174)       174         (9,517)                 
Closing balance               (41,474)     (29,608)     (39,300)                
1. BASIS OF PREPARATION                                                         
The interim financial statements of the group for the six months ended 31       
December 2008 have been prepared in accordance with the group`s accounting      
policies, which comply with International Financial Reporting Standards and are 
consistent with those of the previous year. This interim report complies with   
International Accounting Standard 34 - Interim Financial Reporting. They have   
been prepared on a going concern basis.                                         
2. COMMENTARY ON THE RESULTS                                                    
A loss of 0.69 (2007: 0.46) cents, a headline loss of 0.69 (2007: 0.87) cents   
and a net asset value of 13.49 (2007: 8.62) cents per share were reported.      
Included in the loss for the period are corporate head office costs in relation 
to current and future anticipated corporate actions in an amount of R1.8        
million. This resulted in a decline in the net asset value of 0.57 of a cent per
share since the last reported net asset value of 14.18 cents per share at 30    
June 2008.                                                                      
The Greenhills plant managed to increase sales levels. A weaker rand facilitated
higher levels of export sales. Increased costs of consumables and raw materials 
as well as challenging conditions in the market place have however caused a     
decline in margins.                                                             
During November 2008 expenses paid by SacOil Holdings on behalf of Pioneer Coal 
Limited ("Pioneer") in an amount of R1.19 million were debited to a loan        
account. A further loan was made in December 2008, in an amount of R2 million.  
The purpose of these loans is to provide Pioneer with seed capital to set up the
company as a coal exploration company. These loans are interest free for a      
period of one year and have no fixed repayment terms.                           
3. Investment in South Africa Congo Oil Company (Proprietary) Limited           
("SacOil"), share option scheme and name change                                 
Following previous announcements regarding the Company`s investment in SacOil   
("the transaction"), shareholders of the Company, at a general meeting held on  
21 November 2008, voted in favour of the following:                             
- the reversal of their interest in South Africa Congo Oil Company (Proprietary)
Limited ("SacOil"), a company holding oil concession rights in the Democratic   
Republic of the Congo, into the Company by the SacOil vendors for a total       
consideration of R533.1 million;                                                
- a proposed share option scheme;                                               
- a change of name from SA Mineral Resources Corporation Limited to SacOil      
Holdings Limited; and                                                           
- a transfer of its listing to the "Mining - Integrated Oil and Gas" sector of  
the JSE Limited list.                                                           
Upon conclusion of the transaction, the Company will be the South African       
registered holding company of interests in the oil concessions located in the   
Albertine Graben area of the Democratic Republic of the Congo ("DRC").          
In terms of further agreements concluded separately with DIG and SacOil dated 17
March 2008, SacOil Holdings advanced a total amount of USD3,449 million (with a 
Rand value of R27,867 million assuming an exchange rate of R8.08 to the dollar) 
paid directly (on behalf of DIG and SacOil) to the DRC Government in respect of 
signature bonus for the oil concessions. The loans advanced to DIG and SacOil   
are secured by pledges and sureties normal for transactions of this nature.     
Upon conclusion of the SacOil transaction, the indebtedness of DIG to SacOil    
Holdings under the relevant loan agreement will be set-off against the          
indebtedness of SacOil Holdings to DIG under the SacOil agreement. The          
indebtedness of SacOil to SacOil Holdings under the relevant loan agreement will
be left outstanding on shareholder loan account.                                
Shareholders are referred to the circular that was posted to shareholders on    
Friday, 24 October 2008, for full details of the transaction. As previously     
announced, the agreements in relation to the acquisition of the DRC oil         
concessions by the Company have been extended to 31 March 2009. This is the last
material outstanding suspensive condition to the acquisition of the oil         
4. Conditional acquisition of coal exploration assets and proposed unbundling of
shares in Pioneer Coal Limited                                                  
It was announced on 15 December 2008 that the directors of SacOil Holdings have 
finalised proposals in terms of which Pioneer Coal Limited ("Pioneer"), a newly 
formed company, will issue 313 291 612 ordinary shares to SacOil Holdings at a  
price of R0.001 per share which shares will be distributed to SacOil Holdings`  
shareholders by way of an unbundling.                                           
Pioneer has, in terms of agreements signed on Friday, 12 December 2008, agreed  
to acquire all the shares and loan accounts in Mudengu Resources Holdings       
(Proprietary) Limited, Bono Lithihi Investments Group (Proprietary) Limited and 
Solar Spectrum Trading 365 (Proprietary) Limited ("Solar"). The coal exploration
companies have access to valid New Order Prospecting Rights over, inter alia,   
some 35 farms totaling 48 160 hectares in the recognised Limpopo and            
Soutpansberg coalfields. In addition, Pioneer, through Solar has applied for    
Prospecting Rights over 4 contiguous farms totaling 11 101 hectares in the      
Mpumalanga Coalfield. Pioneer has mandated Venmyn Rand (Proprietary) Limited to 
complete a Competent Person`s report in terms of SAMREC requirements.           
The unbundling will enable Pioneer to be a company operating independently from 
SacOil Holdings and investors will be able to attribute appropriate separate    
ratings to their holdings in SacOil Holdings and Pioneer. It is also expected   
that it will unlock any potential discount that may eventuate by retaining both 
companies under a single share structure. It will also enable the companies to  
develop separate management and funding structures that will be appropriate for 
the businesses in which they operate.                                           
5. Dividend                                                                     
The board has resolved not to declare any dividend to shareholders for the      
period under review.                                                            
6. Change of year end                                                           
In order to comply with the requirements of Section 293 of the Companies Act the
board resolved to change the year end of the Company to the last day of February
to coincide with that of its holding company Encha Capital (Proprietary)        
Limited. The Company will therefore be reporting to shareholders on results for 
the eight months to 28 February 2009.                                           
7. Future direction                                                             
SacOil Holdings` current operating business remains that of manufacturing       
manganese sulphate powder, manganese sulphate solution and manganese oxide at a 
chemical manganese processing plant near Graskop in Mpumalanga, better known as 
the Greenhills plant.                                                           
The focus of the Company has however shifted to that of an integrated Oil and   
Gas company. The Company is in the process of evaluating various value adding   
acquisition opportunities and considering additions to its financial and        
technical resources base which will be announced to shareholders in due course. 
By order of the board                                                           
Melinda van den Berg                                                            
Fusion Corporate Secretarial Services (Proprietary) Limited                     
Company secretary                                                               
25 March 2009                                                                   
Directors: RJ Linnell (Chairman), RT Vela (Executive)*                          
C Bird*, BH Christie* (*British)                                                
Registered office: 119 Rosen Office Park, 37 Invicta Road, Midrand, 1685        
Registered postal address: P.O. Box 8439, Halfway House, 1685                   
Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)                     
Transfer secretaries: Link Market Services SA (Proprietary) Limited             
Company secretary: Melinda van den Berg - Fusion Corporate                      
Secretarial Services (Proprietary) Limited                                      
Corporate Advisers: Lonsa Corporate Finance (Proprietary) Limited               
Date: 25/03/2009 09:24:01 Supplied by www.sharenet.co.za                     
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