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SCL - SacOil Holdings Limited - Announcement regarding secondary listing on the

Release Date: 08/03/2011 10:19:10      Code(s): SCL
SCL - SacOil Holdings Limited - Announcement regarding secondary listing on the 
AIM Market of the London Stock Exchange                                         
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" or "the Group")                                      
Announcement regarding secondary listing on the AIM Market of the London Stock  
The Board of SacOil ("the Board") is pleased to announce that the London Stock  
Exchange ("LSE") has issued an announcement relating to the proposed admission  
("Admission") of SacOil`s ordinary shares to trading on the Alternative         
Investment Market ("AIM"), operated by the LSE. The expected date of the        
Admission is 8 April 2011. The Admission has been approved by the South African 
Reserve Bank.                                                                   
Details relating to the Admission                                               
SacOil is seeking to list 674 090 410 SacOil ordinary shares of no par value on 
AIM. No SacOil ordinary shares are currently held in treasury. No capital is    
being raised on Admission and the anticipated market capitalisation on Admission
is GBP156 million.                                                              
SacOil`s business                                                               
The Company`s business is the acquisition and development of discovered but     
undeveloped, or previously producing but now shut, near-term producing and      
production upstream oil and gas assets on the African continent. The Group is   
party to transactions pertaining to Block III, Albertine Graben in the          
Democratic Republic of Congo and OPL 281 and OPL 233 in Nigeria.                
In relation to Block III in the Democratic Republic of Congo, a Presidential    
Ordinance approving the Block III Production Sharing Agreement has been issued  
and a 50 per cent subsidiary of the Company has the right to apply              
(after fulfilling certain contractual obligations) for an exploration permit.   
Subsidiaries of the Company have entered into farm-in agreements in relation to 
OPL 281 and OPL 233 in Nigeria. Upon the fulfilment of certain conditions       
precedent, the Group shall acquire an interest in OPL 281 and OPL 233.          
The Company`s principal place of business, management and control is in South   
Africa. The Company has been listed on the Main Board of the JSE Limited since  
12 December 2008.                                                               
SacOil`s strategy following Admission                                           
The Board believes that indigenisation laws in Africa coupled with the departure
of certain oil majors from discovered but undeveloped marginal oilfields in     
Africa, provides an opportunity for emerging, junior exploration and production 
companies such as SacOil.                                                       
The Company`s vision is to successfully build SacOil into a pan-African         
independent balanced portfolio upstream oil and gas company. It has an ambitious
and aggressive acquisition-led growth strategy and the directors believe it is  
well positioned to exploit its pre- existing presence in Africa.                
Although SacOil has successfully raised capital by way of issues of shares for  
cash, the company`s intention is to attract new institutional investors to      
ensure that SacOil is sufficiently capitalized to further develop current       
exploration projects and execute near production and producing asset oil and gas
transactions it has in the pipeline and the Board believes that an Admission to 
AIM will enable the Company to raise its public profile and afford UK investors 
the opportunity to participate in the future growth of the business.            
Holdings of significant shareholders before Admission                           
Shareholder                             Number of ordinary       Percentage of  
                                      shares owned before     ordinary shares   
Admission        owned before   
Encha Group Limited ("Encha")                  181,590,894               26.94  
Encha Capital (Proprietary) Limited            148,257,896               21.99  
("Encha Capital")                                                               
Metropolitan Asset Managers                     94,882,129               14.08  
Public Investment Corporation                   46,666,666                6.92  
Details of Lock-in Arrangements pursuant to Rule 7 of the AIM Rules             
On Admission, Encha and Encha Capital, significant shareholders in the Company, 
will be interested, in aggregate in 329,848,790 SacOil ordinary shares,         
representing 48.93 per cent of the issued share capital of the Company. Encha   
and Encha Capital (to the extent they remain significant shareholders at        
Admission) will have to agree with the Company and with finnCap not to dispose  
of any interest in their SacOil ordinary shares for a period of one year        
following Admission except in certain restricted circumstances in accordance    
with Rule 7 of the AIM Rules for Companies. Encha will additionally be entitled 
to transfer its ordinary shares to the extent that it is required to do so      
pursuant to security it has granted to Renaissance BJM Securities (Proprietary) 
Limited ("Rencap"), provided that Rencap shall agree not to dispose of any      
interest it acquires in the ordinary shares on analogous terms.                 
Prior to Admission, each of the Directors will enter into an agreement with the 
Company and finnCap not to dispose of any interest in their existing and future 
ordinary shares for a period of one year following Admission except for certain 
restricted circumstances in accordance with Rule 7 of the AIM Rules for         
The percentage of SacOil ordinary shares not held by the public on Admission    
will amount to 69.42 per cent.                                                  
Directors of SacOil on Admission                                                
The directors of SacOil on Admission will be as follows:                        
Richard John Linnell - Non-executive Chairman                                   
Robin Tendai Vela - Chief Executive Officer                                     
Carina de Beer - Finance Director                                               
Colin Bird - Executive Director                                                 
Gontse Moseneke - Non-executive Director                                        
Nominated Adviser ("NOMAD")                                                     
The name and address of SacOil`s NOMAD is as follows:                           
60 New Broad Street                                                             
London EC2M 1JJ                                                                 
The names and addresses of SacOil`s joint brokers are as follows:               
60 New Broad Street                                                             
London EC2M 1JJ                                                                 
Renaissance Capital Limited                                                     
11th Floor                                                                      
Angel Court                                                                     
London EC2R 7HJ                                                                 
Arrangements for settling the securities                                        
The Company, through its UK Depositary, will have a facility whereby (pursuant  
to a depositary deed to be executed by the UK Depositary) Depositary Interests, 
representing SacOil ordinary shares, will be issued by the UK Depositary to     
persons who wish to hold the SacOil ordinary shares in electronic form within   
CREST. It is intended that the Company will apply for the Depositary Interests, 
representing SacOil ordinary shares, to be admitted to CREST with effect from   
Admission. Accordingly, settlement of transactions in Depositary Interests      
representing the SacOil ordinary shares following Admission may take place      
within CREST if the relevant shareholders so wish.                              
The SacOil ordinary shares will remain listed and traded on the JSE, with trades
settled electronically on the South African registry through the STRATE system. 
SacOil ordinary shares held through STRATE on the South African registry may be 
transferred into Depositary Interests held through CREST on the UK Depositary   
registry and vice versa. Transfers from the South African register to the UK    
register may be subject to South African exchange control restrictions which    
apply to South African nationals and companies.                                 
Working capital                                                                 
The Board has no reason to believe that the working capital available to the    
Company or the Group will be insufficient for at least twelve months from       
Additional information                                                          
The following additional information can be found on SacOil`s website,          
* Unaudited interim financial statements for the six months to 31 August 2010;  
* Appendix to AIM Announcement;                                                 
* Block III Rights Competent Person`s Report;                                   
* OPL 281 Competent Person`s Report; and                                        
* OPL 233 Competent Person`s Report.                                            
8 March 2011                                                                    
BDO Corporate Finance                                                           
Corporate Adviser                                                               
Renaissance BJM Securities (Proprietary) Limited                                
Legal Adviser                                                                   
Deneys Reitz Inc                                                                
Robin Vela, Chief Executive Officer                                             
Tel : +27 (0) 11 575 7232                                                       
Tavistock (Public Relations UK)                                                 
Jonathan Charles / Jos Simson                                                   
Tel: +44 (0) 20 7429 6666                                                       
The Riverbed Agency (Public Relations SA)                                       
Raphala Mogase                                                                  
Tel: +27 (0) 11 783 7903                                                        
Date: 08/03/2011 10:19:10 Supplied by www.sharenet.co.za                     
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