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Sacoil Holdings Limited - Updated Pro Forma Financial Information And Withdrawal Of Cautionary Announcement

Release Date: 05/12/2013 09:00:00      Code(s): SCL     
SACOIL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL AIM share code: SAC
ISIN: ZAE000127460
(?SacOil? or the "Company?)

UPDATED PRO FORMA FINANCIAL INFORMATION RELATING TO THE
SPECIFIC ISSUE AND THE RIGHTS OFFER

WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

1.    Introduction

Shareholders are referred to the announcement dated 12 September 2013 containing details
of the conversion of the Gairloch debt to equity (the ?Specific Issue?) and the capital raising of
up to R570 million by way of a renounceable rights offer (the ?Rights Offer?) (collectively the
?Transactions?). Shareholders are further referred to the announcement dated 25 October
2013 relating to the renewal of cautionary announcement.

The pro forma financial effects of the Specific Issue and Rights Offer disclosed in the circular
posted to shareholders on 7 November 2013 (the ?Circular?) were based on SacOil?s
published annual financial results for the year ended 28 February 2013. On 22 November
2013, SacOil published its reviewed interim results for the six months ended 31 August 2013
(?Interim Results?). As required by the JSE Limited Listings Requirements, the Company has
updated the unaudited pro forma financial information relating to the Transactions.

2.    Pro forma financial information relating to the Transactions

The unaudited pro forma financial effects of the Transactions on SacOil?s earnings per share
(?EPS?), headline earnings per share (?HEPS?), net asset value per share (?NAV?) and
tangible net asset value per share (?TNAV?) are set out below. The unaudited pro forma
financial information is presented for illustrative purposes only, and, because of its nature,
may not fairly present SacOil?s financial position, changes in equity, and results of operations
or cash flows. The pro forma financial information is the responsibility of the Board of
Directors.




                                                                       Pro forma                     Pro forma
                                        Adjustments                  adjustments                   adjustments
                              Interim     - Gairloch    Before the      ? Rights    After Rights     ? Specific    After the Change
Details                      Results          Loans Transactions*          Offer          Offer          Issue Transactions       (%)

EPS (cents)                      2.76              -          2.76         (1.90)          0.86           0.48          1.34   (51.45)

Diluted EPS (cents)              2.76              -          2.76         (1.90)          0.86           0.48          1.34   (51.45)

HEPS (cents)                     2.76              -          2.76         (1.90)          0.86           0.48          1.34   (51.45)

Diluted HEPS (cents)             2.76              -          2.76         (1.90)          0.86           0.48          1.34   (51.45)

NAV (cents)                    40.95            0.81         41.76        (10.26)         31.50          (1.04)        30.46   (27.06)

TNAV (cents)                   19.28            0.22         19.50          5.07          24.57           0.51         25.08    28.62

Weighted average
number of shares in issue 953,340,791              -   953,340,791 2,111,111,111 3,064,451,902     883,449,144 3,947,901,046   314.11

Weighted average         953,340,791               -   953,340,791 2,111,111,111 3,064,451,902     883,449,144 3,947,901,046   314.11
number of shares in issue
for dilution

Number of shares in issue 953,340,791                 -    953,340,791 2,111,111,111 3,064,451,902       883,449,144 3,947,901,046      314.11


Notes:

1.  The ?Interim Results? column indicates the financial information which has been extracted from SacOil?s reviewed interim results
    for the six months ended 31 August 2013.
2. The "Adjustments - Gairloch Loans" column indicates the adjustments in respect of the Gairloch Loans (as defined in the Circular).
    Subsequent to 31 August 2013, the Gairloch Loans incurred further interest charges amounting to R12,863,297. R11,088,966 of
    this interest is attributable to the Gairloch Novated Loan Agreement (as defined in the Circular) and is split equally between
    SacOil's wholly-owned subsidiary SacOil 233 Nigeria Limited and EER (as defined in the Circular), and is capitalised to the OPL
    233 asset under "exploration and evaluation assets" and the EER loan under "other financial assets", respectively. The
    movement in ?accumulated loss? is a result of the remaining interest expense of R1,774,331 and foreign exchange gains
    amounting to R9,416,123 on all the Gairloch Loans incurred subsequent to 31 August 2013. These adjustments resulted in a total
    increase in "Other financial liabilities" of R3,447,714.
3. The ?Before the Transactions? column indicates the impact of item 2 above on the ?Interim Results? column.
4. The ?Pro forma adjustments ? Rights Offer? column takes into account the pro forma adjustments in respect of the Rights Offer,
    namely the issue of 2,111,111,111 SacOil shares (?Rights Offer Shares?) for R570,000,000 at the issue price of R0.27 per
    ordinary share. In this respect, Rights Offer costs of R2,872,661 have been deducted from equity.
5. The pro forma statement of comprehensive income figures are based on the assumption that the Rights Offer was implemented
    on 1 March 2013 while the statement of financial position figures are based on the assumption that the Rights Offer was
    implemented on 31 August 2013.
6. The ?After the Rights Offer? column indicates the pro forma financial results after taking into account items 1 to 5 above.
7. The ?Pro forma adjustments ? Specific Issue? column takes into account the issue of 883,449,144 SacOil shares to Gairloch
    Nominees for R238,531,269 at the issue price of R0.27 per share under the terms of the Gairloch Subscription Agreement (as
    defined in the Circular). In this respect, Specific Issue costs of R1,202,139 have been deducted from equity.
8. The pro forma statement of comprehensive income figures are based on the assumption that the Specific Issue was implemented
    on 1 March 2013, while the statement of financial position figures are based on the assumption that the Specific Issue was
    implemented on 31 August 2013.
9. The ?After the Transactions? column indicates the pro forma financial results after taking into account items 1 to 8 above.
10. The ?Changes (%)? column is calculated as the difference between the ?After the Transactions? column and the ?Before the
    Transactions? column, as a percentage of the ?Before the Transactions? column.
11. * The general issue of shares for cash, announced on SENS on 2 October 2013, has not been included in the pro forma financial
    information as it is considered, by the Company, to be immaterial.


3.       Withdrawal of cautionary announcement

As the pro forma financial information has been disclosed, shareholders are advised that they
are no longer required to exercise caution when dealing in the Company?s securities.

Johannesburg
5 December 2013

JSE Sponsor
Nedbank Capital

For further information please contact:

SacOil Holdings Limited
Roger Rees / Tariro Mudzimuirema                                    +27 (0)11 575 7232

Nedbank Capital, a division of Nedbank Limited                      +27 (0) 11 294 3524
(Investment Bank, Corporate Advisor and Sponsor)
Michelle Benade

finnCap Limited (Nominated Adviser and Broker)                      +44 (0) 20 7220 0500
Matthew Robinson / Christopher Raggett

FirstEnergy Capital (Joint Broker UK)                               +44 (0) 20 7448 0200
Majid Shafiq
Travis Inlow

Pelham Bell Pottinger (UK)
Philip Dennis                                                       +44 (0) 20 7861 3919
Nick Lambert                                                        +44 (0) 20 7861 3936
Rollo Crichton-Stuart                                               +44 (0) 20 7861 3918

Date: 05/12/2013 09:00:00 Supplied by www.sharenet.co.za                     
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