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SCL - SacOil Holdings Limited - Proposed specific issue of equity to raise

Release Date: 02/09/2011 11:35:05      Code(s): SCL
SCL - SacOil Holdings Limited - Proposed specific issue of equity to raise      
R75 000 000 and cautionary announcement                                         
SacOil Holdings Limited                                                         
(Incorporated in the Republic of South Africa)                                  
(Registration number 1993/000460/06)                                            
JSE share code: SCL                                                             
AIM share code: SAC                                                             
ISIN: ZAE0000127460                                                             
("SacOil" or "the Company")                                                     
1. Proposed specific issue of shares for cash                                   
SacOil shareholders ("Shareholders") are advised that SacOil is proposing,      
subject to Shareholder and regulatory approvals,                                
-    a specific issue of ordinary shares of no par value in  SacOil             
("Ordinary Shares") to Timtex Investments (Proprietary) Limited             
    ("Timtex"), an associate of Encha Group Limited (currently a material       
    shareholder in SacOil holding 36.01% of the issued Ordinary Shares) and     
    a related party in terms of the JSE Limited("JSE")Listings                  
Requirements. Timtex holds 4.96 per cent in the issued capital of           
    SacOil. Timtex has signed an irrevocable undertaking to subscribe for       
    111 940 298 new Ordinary Shares at an issue price of 67 cents per share     
    ("the Issue Price"), being the closing price of an Ordinary Share on 29     
August 2011, the day before Timtex signed such irrevocable undertaking      
    ("the Signature Date")("the Specific Issue").                               
The proceeds of R75 000 000 from the proposed Specific Issue have already       
been received by SacOil, and will be utilised to fund the Company`s             
operations and projects.                                                        
The Issue Price will be at a premium to the weighted average traded price of    
SacOil securities over the thirty business days prior to the Signature Date.    
A promoter`s fee of R1 500 000 will also be paid to Encha in terms of a         
letter of agreement between SacOil and Encha which entitles Encha to a          
promotor`s fee equal to 2 per cent of gross equity raised through               
introduction by Encha. The agreement to pay such fee, which is subject to       
the approval of the Specific Issue by Shareholders, is considered to be a       
related party transaction pursuant to the AIM Rules for Companies because       
Encha is a substantial shareholder in the Company.                              
The directors of SacOil, having consulted with the Company`s nominated          
adviser, finnCap, consider that the terms of such agreement are fair and        
reasonable insofar as the Shareholders are concerned.                           
2. Pro forma financial effects of the Specific Issue                            
The table below sets out the unaudited pro forma financial effects of the       
Specific Issue on SacOil`s basic earnings, headline earnings, net asset         
value and tangible net asset value per Ordinary Share. The unaudited pro        
forma financial effects have been prepared to illustrate the impact of the      
Specific Issue on the audited, published financial information of SacOil for    
the year ended 28 February 2011, had the Specific Issue occurred on 1 March     
2010 for income statement purposes and on 28 February 2011 for balance sheet    
The pro forma financial effects have been prepared using accounting policies    
that comply with International Financial Reporting Standards and that are       
consistent with those applied in the audited, published financial statements    
of SacOil for the year ended 28 February 2011.                                  
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 Specific Issue.                                             
                             Before the   After the % Change                    
Specific     Specific                              
                             Issue1       Issue2                                
                             Published    Pro forma                             
Loss per share (cents)                                                          
(6.67)       (5.57)    (16.49)                     
Diluted loss per share                                                          
(cents)                       (6.21)       (5.57)    (10.30)                    
Headline loss per share                                                         
(cents)                       (6.62)       (5.57)    (15.80)                    
Diluted headline loss per                                                       
share (cents)                 (6.16)       (5.57)    (9.56)                     
Weighted average number of                                                      
shares in issue (000`s)       449 628 622  561 568   24.90                      
Weighted average number of                                                      
shares in issue for dilution  482 933 133  561 568   16.28                      
(000`s)                                    920                                  
Net asset value per share                                                       
(cents)                       69.57        69.09     (0.69)                     
Net tangible asset value per                                                    
share (cents)                 11.03        18.88     71.17                      
Number of shares in issue     674 090 410  786 030   16.61                      
(000`s)                                    708                                  
1    The "Before the Specific Issue" basic loss, diluted loss, headline loss    
and diluted headline loss per ordinary share have been extracted            
    without adjustment from the audited, published results of SacOil for        
    the year ended 28 February 2011. The "Before the Specific issue" net        
    asset value and net tangible asset value per Ordinary Share have been       
calculated from the financial information presented in the audited,         
    published results of SacOil for the year ended 28 February 2011.            
2    The "After the Specific Issue" is based on:                                
    (a)  Issue of 111 940 298 new Ordinary Shares at 67 cents per ordinary      
share, being the closing price of SacOil Ordinary Shares on 29         
         August 2011; and                                                       
    (b)  Estimated transaction costs of R1,5m in relation to the Specific       
3    Documentation                                                              
    A circular, setting out the full terms of the Specific Issue and            
    incorporating a notice convening a general meeting of Shareholders of       
    Ordinary Shares to approve the implementation of the Specific Issue         
will be posted on or about 30 September 2011.                               
4    Cautionary Announcement                                                    
    Shareholders are advised that the Company is considering various            
    proposals and potential transactions, which if successfully concluded,      
may have a material effect on the price of SacOil`s securities.             
    Accordingly, Shareholders are advised to exercise caution when dealing      
    in the Company`s securities until a further announcement is made in         
    this regard.                                                                
2 September 2011                                                                
The Standard Bank of South Africa Limited                                       
For further information, please contact:                                        
United Kingdom Enquiries                                                        
Tavistock Communications                                                        
Jos Simson/ Ed Portman                                                          
Tel: +44 (0)20 7920 3150                                                        
South African Enquiries                                                         
The Riverbed Agency                                                             
Raphala Mogase                                                                  
Tel: +27 (0) 11 783 7903                                                        
finnCap Ltd                                                                     
(Nominated Adviser and Joint Broker to SacOil)                                  
Matthew Robinson/Ed Frisby                                                      
Tel: +44 (0) 20 7600 1658                                                       
Shore Capital Stockbrokers Ltd                                                  
(Joint Broker)                                                                  
Jerry Keen/Bidhi Bhoma/Toby Gibbs                                               
Tel: +44 (0) 20 7408 4050                                                       
Date: 02/09/2011 11:35:05 Supplied by www.sharenet.co.za                     
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