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Scl - Sacoil Holdings Limited - Salient Dates And Times, Posting Of Circular To

Release Date: 25/10/2011 08:00:23      Code(s): SCL
SCL - Sacoil Holdings Limited - Salient dates and times, posting of circular to 
shareholders, Identiguard litigation update, trading statement and further      
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")                                                     
Salient dates and times, posting of circular to shareholders, Identiguard       
litigation update, trading statement and further cautionary announcement        
1.   Introduction                                                               
Shareholders of SacOil ("Shareholders") are referred to the announcement        
released on the Securities Exchange News Service ("SENS") of the JSE Limited    
("JSE") and on the Regulatory News Service of the London Stock Exchange on      
Thursday, 13 October 2011 regarding:                                            
*    a specific issue of ordinary shares to Timtex Investments Proprietary      
    Limited ("Timtex"), an associate of Encha Group Limited ("Encha");          
*    a Standby Equity Distribution Agreement of USD25m with Yorkville Advisers  
    UK LLP; and                                                                 
*   a promoter`s fee of R1 500 000 payable to Encha;                            
(collectively referred to as "the Transactions".)                               
2.   Circular to Shareholders                                                   
Shareholders are advised that a circular dated 24 October 2011, setting out the 
full details of the Transactions as well as details of proposed amendments to   
the SacOil share option scheme, will be delivered to Shareholders today, either 
by email or courier and that the general meeting of Shareholders to approve the 
Transactions ("the General Meeting"), will be held on at 09:00 on Thursday, 17  
November 2011 at the registered office of SacOil being 2nd Floor, The Gabba     
Building, Dimension Data Campus, 57 Sloane Street, Bryanston, 2021 ("the        
Registered Office").                                                            
Shareholders are further advised that copies of the Circular may be obtained    
during normal business hours from Monday, 24 October 2011 until Thursday, 17    
November 2011 both days inclusive, from the Registered Office, the sponsor; The 
Standard Bank of South Africa Limited, 5th Floor, 3 Simmonds Street,            
Johannesburg, 2001 or the transfer secretaries; Link Market Services South      
Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street,       
Braamfontein, Johannesburg, 2001.                                               
The Circular will also be available for download in electronic form from the    
Company`s website www.sacoilholdings.com                                        
3.   Salient Dates and Times                                                    
Shareholders are herewith advised of the salient dates and times relating to the
Transactions:                                                                   
                                                              2011              
Last day to trade in SacOil shares on the JSE Limited ("JSE")                   
and on the AIM Market of the London Stock Exchange ("AIM") in                   
order to be recorded in the share register on the Record Date                   
to be to be eligible to vote at the General Meeting            Friday, 4        
                                                              November          
                                                                                
Record Date to be eligible to vote at the General Meeting      Friday, 11       
                                                              November          
Last day to lodge forms of proxy for the General Meeting by    Tuesday, 15      
09:00                                                          November         

General Meeting to be held at 09:00                            Thursday, 17     
                                                              November          
Results of the General Meeting released on SENS                Thursday, 17     
November          
Results of the General Meeting published in the press          Friday, 18       
                                                              November          
Expected  date of listing the new SacOil Ordinary Shares on    Monday, 21       
the JSE and of admission of the new SacOil Ordinary Shares to  November         
trading on AIM                                                                  
Notes                                                                           
    1. All times shown above are South African local times.                     
2. These dates and times are subject to change. Any material changes will   
    be released on SENS and published in the South African press.               
4. Litigation statement                                                         
Identiguard matter update                                                       
The Company previously reported on the application instituted by Identiguard    
International Proprietary Limited (Identiguard) against SacOil Proprietary      
Limited, an entity in which the company owns 50% of the issued share capital.   
Identiguard obtained a judgment against the DRC Government. In partial execution
of that judgment, Identiguard sought to attach the payment of the supplementary 
signature bonus (US$2 million) under the Block III Production Sharing Agreement 
that was concluded between SacOil Proprietary Limited and the DRC Government.   
Despite SacOil Proprietary Limited`s opposition to the application, the South   
Gauteng High Court ("High Court") delivered judgment in favour of Identiguard   
during May 2011 and authorised the notice of attachment. SacOil Proprietary     
Limited applied for leave to appeal against the High Court judgment. The        
application for leave to appeal was heard on Tuesday, 4 October 2011 and since  
this date, SacOil Proprietary Limited was granted leave to appeal to the Supreme
Court of Appeal. In delivering the judgment in the application for leave to     
appeal, the High Court concluded that there was a reasonable prospect that      
another court may come to a different conclusion and therefore the granting of  
leave to appeal was warranted. It is unlikely that the appeal will be heard by  
the Supreme Court of Appeal before next year.                                   
5. Trading Statement                                                            
In terms of the Listings Requirements of the JSE, companies are required to     
publish a trading statement as soon as they become aware that the financial     
results for the period to be reported upon next will differ by at least 20% from
the financial results for the previous corresponding period even if it does not 
have reasonable certainty in terms of providing a range.                        
Accordingly, SacOil shareholders are advised that the Group has reasonable      
certainty that the Group`s earnings and headline earnings for the six months    
ending 31 August 2011 will be negatively impacted by at least 330% to 350%. This
is mainly due to the following costs incurred during the six months to 31 August
2011:                                                                           
*    Costs incurred in relation to the Company`s admission to AIM on 8 April    
    2011;                                                                       
*    Costs incurred in relation to the Group`s current and future oil and gas   
operations;                                                                 
*    A share-based payment expense recognised in profit and loss (in accordance 
    with IFRS 2 - Share-Based Payments), in an amount of R8, 9million, in       
    relation to equity settled call options granted to Renaissance BJM          
Securities (Proprietary) Limited ("Renaissance") and approved by            
    Shareholders at a general meeting held on 31 March 2011. In terms of the    
    call option confirmations, Renaissance has been granted call options by     
    SacOil in respect of SacOil`s ordinary shares with an expiration date of 20 
February 2012. The number of options granted are 6 394 888 call options     
    with a strike price of R1, 45 per ordinary share and 5 626 234 call options 
    with a strike price of R1, 48 per ordinary share.                           
The Company`s Manganese plant, better known as the Greenhills Plant, remained   
profitable for the period under review.                                         
The interim results for the six months ending 31 August 2011 will be released on
or about 31 October 2011. This trading statement has not been reviewed or       
reported on by SacOil`s auditors                                                
6.  Further cautionary announcement                                             
Shareholders should note that the further cautionary announcement as published  
on SENS on 13 October 2011 remains in force.  Shareholders should therefore     
continue to exercise caution when dealing in their SacOil shares until a further
announcement is made.                                                           
25 October 2011                                                                 
Johannesburg                                                                    
JSE Sponsor                                                                     
The Standard Bank of South Africa Limited                                       
For further information please contact:                                         
AIM Nominated Adviser and Joint Broker                                          
finnCap Ltd                                                                     
Matthew Robinson / Christopher Raggett                +44 (0)20 7220 0500       
Joint Broker (United Kingdom)                                                   
Shore Capital Stockbrokers Ltd                                                  
Jerry Keen / Bidhi Bhoma                              +44 (0)20 7408 4090       
Public Relations (South Africa)                                                 
The Riverbed Agency (SA)                                                        
Raphala Mogase / Bongiwe Moeli                        +27 (0) 11 783 7903       
Public Relations (United Kingdom)                                               
Pelham Bell Pottinger (UK)                                                      
Philip Dennis/Nick Lambert/Rollo Critchton-Stuart      +44 (0)20 7861 3232      
Date: 25/10/2011 08:00:23 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
The SENS service is an information dissemination service administered by the    
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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