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Scl - Sacoil Holdings Limited - Results Of General Meeting And General Issues Of

Release Date: 20/09/2010 14:30:01      Code(s): SCL
SCL - SacOil Holdings Limited - Results of general meeting and general issues of
shares for cash                                                                 
SacOil Holdings Limited                                                         
Incorporated in the Republic of South Africa                                    
Registration number: 1993/000460/06                                             
Share code: SCL                                                                 
ISIN code: ZAE000127460                                                         
("SacOil" or "the Company")                                                     
Results of general meeting and general issues of shares for cash                
1.   Results of general meeting                                                 
    SacOil shareholders ("Shareholders") are advised that a general meeting was 
held on Monday, 20 September 2010 to consider the ordinary resolutions      
    relating to:                                                                
    -    the restructuring of SacOil`s investment in oil concession rights      
         pertaining to Block 3 and Block 1, Albertine Graben, Democratic        
Republic of Congo;                                                     
    -    the proposed acquisition of a 55 per cent participating interest in    
         the Chaal Gas Exploration Permit Area in Tunisia;                      
    -    a specific issue of 46 000 000 new SacOil shares to Metropolitan Asset 
Managers Limited;                                                      
    -    a specific issue of 8 343 216 new SacOil shares to GVM Metals          
         Administration (South Africa) (Proprietary) Limited;                   
    -    the approval of corporate finance mandates with Lonsa (Proprietary)    
Limited; and                                                           
    -    amendments to the current share option scheme                          
                                                                                
    (collectively "the Transactions") as detailed in the circular posted to     
Shareholders on Saturday, 4 September 2010 ("the Circular").                
    Shareholders are further advised that all the ordinary resolutions tabled   
    at the general meeting were approved by the requisite majority of votes     
    required from Shareholders. An application has been made to the JSE to      
grant a listing of the 255 456 000 new SacOil shares in respect of the      
    Transactions on Wednesday, 22 September 2010.                               
2.   General issues of shares for cash                                          
    At the annual general meeting of the Company held on Friday, 27 November    
2009, the requisite majority of Shareholders approved an ordinary           
    resolution authorising the directors of SacOil (the "Directors") to issue   
    shares for cash in accordance with paragraph 5.52 of the JSE Limited`s      
    ("JSE") Listings Requirements.                                              
In accordance with the general authority, 1 700 000 new SacOil shares were  
    listed on the JSE and issued to Abdur Rahman Moosa on Monday, 13 September  
    2010 ("Issue to Moosa"). The 1 700 000 new SacOil shares were issued at 60  
    cents per SacOil share, being a 3 per cent premium to the 30-day volume     
weighted average price ("VWAP") of SacOil`s shares on the JSE on Monday, 23 
    August 2010, being the date that the price of the Issue to Moosa was agreed 
    by the Directors. Following the listing and issue of the new SacOil shares  
    in respect of the Issue to Moosa and the Transactions, the Company will     
have 578 790 828 SacOil shares in issue and the Issue to Moosa will equate  
    to 0.29 per cent of the issued share capital of the Company.                
    On Friday, 17 September 2010, STANLIB Asset Management Limited ("STANLIB")  
    signed an irrevocable undertaking to subscribe for 40 000 000 new SacOil    
shares for a cash amount of R25 000 000 ("Issue to STANLIB"). The 40 000    
    000 new SacOil shares will be issued at 62.5 cents per SacOil share, being  
    a 4 per cent premium to the 30-day VWAP of SacOil`s shares on the JSE on    
    Thursday, 16 September 2010, being the date that the price of the Issue to  
STANLIB was agreed by the Directors. An application has been made to the    
    JSE to grant a listing of the 40 000 000 new SacOil shares on or about      
    Tuesday, 28 September 2010. Following the listing and the issue of the new  
    SacOil shares in respect of the Transactions, the Issue to Moosa and the    
Issue to STANLIB, the Company will have 618 790 828 SacOil shares in issue  
    and the Issue to STANLIB will equate to 6.46 per cent of the issued share   
    capital of the Company.                                                     
    The 40 000 000 new SacOil shares will rank pari passu with the existing     
SacOil shares.                                                              
    The Issue to Moosa and the Issue to STANLIB are collectively referred to as 
    the Issues for Cash.                                                        
    Both Abdur Rahman Moosa and STANLIB qualify as "public" shareholders within 
the meaning of paragraphs 4.25 and 4.26 of the JSE Listings Requirements.   
    The proceeds from the Issues for Cash will be used by the Company to fund   
    working capital.                                                            
3.   Pro forma financial effects of the Issues for Cash                         
The table below sets out the unaudited pro forma financial effects of the   
    Issues for Cash on SacOil`s basic earnings, headline earnings, net asset    
    value and net tangible asset value per SacOil share.                        
    The unaudited pro forma financial effects have been prepared to illustrate  
the impact of the Issues for Cash on the audited, published financial       
    information of SacOil for the year ended 28 February 2010 after adjusting   
    for the corporate actions (including the Transactions) as detailed in the   
    pro forma financial effects published on SENS on Friday, 3 September 2010   
("the SENS Announcement") and the Circular, had the Issues for Cash         
    occurred on 1 March 2009 for income statement purposes and on 28 February   
    2010 for balance sheet purposes.                                            
    The unaudited pro forma financial effects set out below are the             
responsibility of the directors and have been prepared for illustrative     
    purposes only and because of their nature may not fairly present the        
    financial position, changes in equity, results of operations or cash flows  
    of SacOil after the Issues for Cash.                                        
Before    After the     After the  % Change        
                             (1)       corporate     Specific                   
                                       actions       Issues                     
                                       (including    (3)                        
the                                      
                                       Transactions)                            
                                       (2)                                      
Earnings/(loss) and diluted   0.72      (2.02)        (1.99)     1.5            
earnings/(loss) per SacOil                                                      
share (cents)                                                                   
Headline and diluted headline 0.95      (1.89)        (1.88)     0.5            
earnings/(loss) per SacOil                                                      
share (cents)                                                                   
Net asset value per SacOil    13.83     64.31         64.07      (0.4)          
share (cents)                                                                   
Net tangible asset value per  13.83     (9.46)        (4.73)     50.0           
SacOil share (cents)                                                            
Weighted average number of    313 292   577 091       618 792    7.2            
SacOil shares in issue (`000)                                                   
Number of SacOil shares in    313 292   577 091       618 792    7.2            
issue (`000)                                                                    
Notes:                                                                          
1.   The "Before" basic earnings, diluted earnings, headline earnings and       
    diluted headline earnings per SacOil share have been extracted without      
adjustment from the audited, published results of SacOil for the year ended 
    28 February 2010. The "Before" net asset value and net tangible asset value 
    per SacOil share have been calculated from the financial information        
    presented in the audited, published results of SacOil for the year ended 28 
February 2010.                                                              
2.   The "After the corporate actions (including the Transactions)" basic       
    earnings, diluted earnings, headline earnings, diluted headline earnings,   
    net asset value and net tangible asset value per SacOil share have been     
extracted without adjustment from the SENS Announcement and the Circular.   
    Shareholders are referred to the notes included in the SENS Announcement    
    and the Circular for the details of the adjustments made.                   
3.   The "After the Issues for Cash" assumes:                                   
a.   the issue of the 40 000 000 new SacOil shares at 62.5 cents per SacOil 
         share and the 1 700 000 new SacOil shares at 60 cents per SacOil       
         share; and                                                             
    b.   transaction costs of R700 000.                                         
No income adjustment has been made in respect of the increased positive     
    cash balance resulting from the Issues for Cash as the proceeds of the      
    Issues for Cash will be utilised for working capital.                       
Midrand                                                                         
20 September 2010                                                               
Sponsor                                                                         
BDO Corporate Finance                                                           
                                                                                
Date: 20/09/2010 14:30:01 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
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JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          



                                        
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