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Scl - Sacoil - Public Investment Corporation (pic) Takes A Strategic Stake In

Release Date: 21/02/2011 15:30:01      Code(s): SCL
SCL - SacOil - Public Investment Corporation ("PIC") takes a strategic stake in 
SacOil Holdings Limited                                                         
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")                                                     
Public Investment Corporation ("PIC") takes a strategic stake in SacOil Holdings
Limited                                                                         
1.   General issue of shares for cash                                           
Following the requisite majority approval by SacOil shareholders at the annual  
general meeting of the company held on 17 November 2010, where SacOil directors 
received authorisation to issue shares for cash in accordance with paragraph    
5.52 of the JSE Limited`s ("JSE") Listings Requirements, the Board of SacOil is 
pleased to announce that  46 666 666 new SacOil shares ("the Shares"), equating 
to 7.44% of the issued share capital of the company will be listed on the JSE   
and issued to PIC on or about 28 February 2011 ("Issue for Cash").              
PIC is wholly owned by the South African Government and its clientele comprises 
public sector entities - most of which are pension, provident, social security, 
development and guardian funds.  PIC is one of the largest investment managers  
on the African continent and manages assets valued at over R910, 9 billion      
(US$126.5 billion). With a mission to invest in viable investment vehicles to   
yield satisfactory gains for its shareholders, PIC`s investment mix includes    
fixed income investments in the capital and money markets, equities listed on   
the JSE and properties in the industrial, commercial and retail sectors. SacOil 
is pleased to be counted among the viable investment assets for PIC.            
The Shares will be issued at 150 cents per SacOil share to PIC, being a 7.69 per
cent discount to the 30 day VWAP of SacOil`s shares on the JSE on 17 February   
2011, the date that PIC signed an irrevocable undertaking to subscribe for the  
Shares. The Shares have been offered at a discount due to the long-term         
strategic investment that PIC has made into SacOil and which will in the long   
run have  mutual benefits for both entities.                                    
The Shares will be used to fund working capital and will rank pari passu with   
the existing SacOil shares.                                                     
PIC qualifies as a "public" shareholder within the meaning of paragraphs 4.25   
and 4.26 of the JSE Listings Requirements.                                      
2.   Pro forma financial effects of the Issue for Cash                          
The table below sets out the unaudited pro forma financial effects of the Issue 
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 Issue for Cash on the unaudited, published financial information  
of SacOil for the six months ended 31 August 2010 after adjusted for the the    
acquisition by SacOil, through a wholly owned Nigerian subsidiary, of a 20 per  
cent working interest in the OPL 233 licence in Nigeria ("the OPL 233           
Acquisition") which was announced on 7 December 2010, had the Issue for Cash    
occurred on 1 March 2010 for income statement purposes and on 31 August 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 Issue for    
Cash.                                                                           
                     Before   After the   After the   % Change                  
OPL 233     Issue for                             
                              Acquisition Cash                                  
Loss and diluted      (2.21)   (2.30)      (2.70)      (17.39)                  
loss per SacOil                                                                 
share (cents)                                                                   
Headline and          (2.21)   (2.30)      (2.70)      (17.39)                  
diluted headline                                                                
loss per SacOil                                                                 
share (cents)                                                                   
Net asset value per   13.39    13.30       29.94       125.11                   
SacOil share                                                                    
(cents)                                                                         
Net tangible asset    13.39    (16.48)     3.94        123.91                   
value per SacOil                                                                
share (cents)                                                                   
Weighted average      314 800  314 800     361 467     14.82                    
number of SacOil                                                                
shares in issue                                                                 
(`000)                                                                          
Number of SacOil      321 635  321 635     368 302     14.51                    
shares in issue                                                                 
(`000)                                                                          
Notes:                                                                          
1.   The "Before" basic loss, diluted loss, headline loss and diluted headline  
loss per share have been extracted without adjustment from the unaudited,   
    published results of SacOil for the six months ended 31 August 2010. The    
    "Before" net asset value and tangible net asset value per share have been   
    calculated from the financial information presented in the unaudited,       
published results of SacOil for the six months ended 31 August 2010.        
2.   The "After the OPL 233 Acquisition" assumes:                               
    a.   Payment by SacOil of 50 per cent of the US$0.3 million upon execution  
         of the OPL 233 Farm in agreement, converted at 6.87 to US$1, being the 
closing rate on 3 December 2010, which has been capitalised in terms   
         of IFRS 6: Exploration for and Evaluation of Mineral Resources;        
    b.   A short-term obligation of 50 per cent of US$7.8 million, converted at 
         R6.87 to US$1, in respect of that portion of the OPL 233 farm-in fee   
payable upon receipt of consent from the Federal Government of Nigeria 
         for the Farm in and which have been capitalised in terms of IFRS 6:    
         Exploration for and Evaluation of Mineral Resources;                   
    c.   A long-term obligation of US$10.0 million, converted at R6.87 to US$1, 
in respect of SacOil`s 20 per cent share of the costs of the minimum   
         work programme and which have been capitalised in terms of IFRS 6:     
         Exploration for and Evaluation of Mineral Resources; and               
    d.   The payment of transaction costs of R300 000.                          
3.   The "After the Issue for Cash" assumes:                                    
                                                                                
    a.   the issue of the 46 666 666 new SacOil Shares at 150 cents per SacOil  
         share; and                                                             
b.   transaction costs of R2 500 000.                                       
    No income adjustment has been made in respect of the increased positive     
    cash balance resulting from the Issue for Cash as the proceeds of the       
    Issues for Cash will be utilised for working capital.                       
Bryanston                                                                       
21 February 2011                                                                
Sponsor                                                                         
BDO Corporate Finance                                                           

Contacts                                                                        
SacOil                                                                          
Robin Vela, Chief Executive Officer                                             
Tel : +27 (0) 11 575 7232                                                       
The Riverbed Agency                                                             
Raphala Mogase                                                                  
Tel: +27 (0) 11 783 7903                                                        
Date: 21/02/2011 15:30:01 Supplied by www.sharenet.co.za                     
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