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Scl - Sacoil Holdings Limited - Sacoil Completes Satisfaction Of Conditions

Release Date: 31/03/2011 10:54:02      Code(s): SCL
SCL - SacOil Holdings Limited - SacOil completes satisfaction of conditions     
precedent for transaction with Total E&P RDC ("Total") and results of general   
SacOil Holdings Limited                                                         
Incorporated in the Republic of South Africa (Registration number:              
Share code: SCL          ISIN code: ZAE000127460                                
("SacOil" or "the Company")                                                     
SacOil completes satisfaction of conditions precedent for transaction with      
Total E&P RDC ("Total") and results of general meeting                          
Further to previous announcements, the last of which was made on 4 March        
2011, the board of SacOil is pleased to announce that Semliki Energy SPRL       
("Semliki"), a 50 per cent subsidiary of SacOil and a company incorporated in   
the Democratic Republic of the Congo ("DRC"), has successfully completed        
thesatisfaction of the conditions precedent for the transaction with Total in   
terms of which Semliki will transferto Total, a 60 per cent interest in the     
rights and obligations of the Contractant  (the "Block III Rights") under the   
Production Sharing Contract pertaining to Block III, AlbertineGraben in the     
DRC ("Block III"). The last condition precedent, being the approval of SacOil   
shareholders ("Shareholders") in general meeting,has now been satisfied.        
Shareholders are advised that a general meeting was held on Thursday, 31        
March 2011 to consider the ordinary resolutions relating to:                    
*     the proposed transfer by Semliki of the Block III Rights to Total ("the   
*    the proposed specific issue of SacOil ordinary shares to the executive     
directors of SacOil in the event that bonuses due to such directors are         
settled in whole or in part through the issue of SacOil ordinary shares         
("Bonus Issues");                                                               
*    the proposed specific issue of 796 577 SacOil ordinary shares at an        
issue price of R2.16 per SacOil ordinary share to Renaissance BJM Securities    
(Proprietary) Limited ("Renaissance") in part settlement of the fee due to      
Renaissance for advisory services rendered in respect of the Transfer           
("Specific Issue to Renaissance");                                              
*    the proposed specific issue of SacOil ordinary shares to Renaissance, in   
the event of Renaissance electing to convert any amount repaid by SacOil        
under aterm loan facility to raise a maximum of US$30.9 million into SacOil     
ordinary shares ("Conversion Issue");                                           
*    the proposed grant of 6 394 888 and 5 626 234 call options to              
Renaissance at R1.45 and R1.48, respectively, which grant shall constitute a    
specific issue of options for cash by SacOil ("Call Options"); and              
*    the proposed implementation of a memorandum of agreement dated 28          
February 2011 ("Encha Memorandum of Agreement") with Encha Group Limited        
("Encha"), a related party, and a specific issue of SacOil ordinary shares to   
Encha, in the event of SacOil electing to settle any remuneration due to        
Encha in terms of the Encha Memorandum of Agreement through the issue of        
SacOil ordinary shares ("Specific Issue to Encha").                             
Shareholders are advised that the ordinary resolutions, in relation to the      
Transfer, the Bonus Issues, the Specific Issue to Renaissance, the Conversion   
Issue and the Call Options, as detailed above and 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 796 577 new SacOil shares, in respect of the Specific Issue to              
Renaissance, with effect from Monday 4 April 2011.                              
Shareholders are further advised that the proposed implementation of the        
Encha Memorandum of Agreement was not approved by the requisite majority of     
votes required from Shareholders.                                               
31 March 2011                                                                   
BDO Corporate Finance                                                           
Corporate Adviser                                                               
Renaissance BJM Securities (Proprietary) Limited                                
Legal Adviser                                                                   
Deneys Reitz Inc                                                                
Tavistock (Public Relations)                                                    
Jos Simson/Ed Portman                                                           
Tel: +44 (0) 20 7429 6666                                                       
The Riverbed Agency                                                             
Raphala Mogase                                                                  
Tel: +27 (0) 11 783 7903                                                        
About SacOil                                                                    
SacOil is listed on the JSE Limited ("JSE") under the Oil and Gas subsector     
and has a current market capitalisation of approximately R1.5 billion (some     
GBP134.0 million).                                                              
SacOil`s core strategy is to become a leading independent African upstream      
oil & gas company with a balanced portfolio of Pan-African assets. SacOil`s     
interests are in all phases of the upstream cycle - exploration, appraisal      
and near production and are currently in the DRC and Nigeria.                   
On 7 December 2010 the Company announced its first near production deal with    
Nigdel United Oil Company Limited to acquire a 20 per cent working interest     
in the OPL 233 licence. Oil concession block OPL 233 is located immediately     
off the coast of the central delta region of Nigeria and adjacent to the        
giant Apoi field (>600mmbbls).                                                  
On 1 March 2011 the Company announced its second near production deal with      
Transnational Corporation of Nigeria PLC of Nigeria ("Transcorp") to acquire    
a 20 per cent participating interest in the OPL 281 license. Oil concession     
block OPL 281 is located onshore in the western delta region of Nigeria and     
adjacent to the widely publicised Shell divestment block OML 42.                
As announced on 4 March 2011 and 31 March 2011Semliki has concluded a farm in   
agreement ("Agreement") with Totalproviding for the acquisition by total of     
the Block III Rights and the appointment of Total as the operator of Block      
III (the "Operator"). The Government of the DRC, acting through the Minister    
of Hydrocarbons, has approved the Agreement and Total being appointed as the    
On 8 March 2011 the Company announced 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 AIM, a market operated by the     
LSE. The expected date of the Admission is 8 April 2011.                        
About Total S.A.                                                                
Total S.A. is a leading multinational energy company with operations in more    
than 130 countries. Together with its subsidiaries and affiliates, Total S.A.   
is the fifth largest publically traded integrated international oil and gas     
company. Total S.A. engages in all aspects of the petroleum industry,           
including upstream operations (oil and gas exploration, development and         
production, LNG) and downstream operations (refining, marketing and the         
trading and shipping of crude oil and petroleum products). Total S.A. is also   
a major act player in chemicals (base and speciality chemicals).                
The Total S.A. global exploration expenditure budget for 2010 amounts to        
US$1.8 billion. The Total S.A. strategy for exploration involves developing     
partnerships with industry players who have already identified resources, the   
acquisition of resources and the establishment of partnerships with host and    
national companies.                                                             
Date: 31/03/2011 10:54:02 Supplied by www.sharenet.co.za                     
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information disseminated through SENS.                                          

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