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Sacoil Holdings Limited - Rights Offer Declaration And Finalisation Announcement

Release Date: 06/12/2013 17:38:00      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
Letters of allocation JSE share code: SCLN
ISIN: ZAE000185492
(?SacOil? or the "Company?)

RIGHTS OFFER DECLARATION AND FINALISATION ANNOUNCEMENT

1. Introduction

Shareholders are referred to the announcement dated 12 September 2013 wherein SacOil
announced its intention to raise additional capital of up to R570 million by way of a
renounceable rights offer (the ?Rights Offer?), further details of which are disclosed in the
circular posted to shareholders on 7 November 2013 (the ?Circular?).

Capitalised terms in this announcement shall have the same meaning given to them in the
Circular, unless the context indicates otherwise.

Shareholders are advised that a maximum of 2,111,111,111 new SacOil shares (?Rights Offer
Shares?) will be issued in terms of the Rights Offer to Qualifying Shareholders at a price of
R0.27 per Rights Offer Share, in the ratio of 220.80013 Rights Offer Shares for every 100
SacOil Shares held at the close of business on Friday, 3 January 2014 (the ?Record Date?).

Subsequent to the General Meeting held today, 6 December 2013, and the approval of all of
the special and ordinary resolutions tabled thereat, all of the conditions precedent relating to
the Rights Offer have been fulfilled. The listing applications to AIM and the JSE will be made
on or about Wednesday, 18 December 2013 and on or about Monday, 13 January 2014.
2. The Public Investment Corporation (SOC) Limited (?PIC?) undertaking (the ?PIC
   Undertaking?)

SacOil has received an undertaking from the PIC, the fund manager of the Government
Employees Pension Fund, a 16.59% Shareholder of SacOil, in which the PIC has irrevocably
agreed to support the Rights Offer up to a maximum amount of R329,211,713.
The Directors have made due and careful enquiry to confirm that the PIC is able to meet its
obligations with regards to the PIC Undertaking.

3. Salient dates and times



Details                                                                                         Date
Declaration announcement and finalisation announcement released on SENS on         Friday, 6 December
                                                                                                 2013

Declaration announcement and finalisation announcement published in the press Monday, 9 December
on                                                                                          2013

Last day to trade in Shares on the JSE in order to settle by the Record Date and         Tuesday, 24
thus be recorded as a Shareholder in order to be entitled to participate in the       December 2013
Rights Offer on
Shares trade ex-Rights Offer entitlement on the JSE from                                Friday, 27 December
                                                                                                       2013

Listing and trading on the JSE of the letters of allocation from the                    Friday, 27 December
commencement of trade on                                                                               2013

Record Date in order to be entitled to participate in the Rights Offer on                   Friday, 3 January
                                                                                                         2014

Rights Offer opens at 09h00 and the circular, including a form of instruction             Monday, 6 January
(where applicable), mailed to Shareholders on                                                         2014

Letters of allocation credited to an electronic account held at the Transfer              Monday, 6 January
Secretaries in respect of Certificated Shareholders on                                                2014

CSDP or broker accounts credited with entitlements in respect of Dematerialised           Monday, 6 January
Shareholders on                                                                                       2014

Last day to trade in the letters of allocation on the JSE in order to settle by close      Friday, 17 January
of the Rights Offer on                                                                                   2014

Listing and trading on the JSE of Rights Offer Shares commences at 09h00 on              Monday, 20 January
                                                                                                       2014

Payment to be made, and form of instruction to be lodged, with the Transfer                Friday, 24 January
Secretaries by holders of Certificated Shares by 12h00 on                                                2014

Rights Offer closes at 12h00 on                                                            Friday, 24 January
                                                                                                         2014

Record date for the letters of allocation on                                               Friday, 24 January
                                                                                                         2014

Rights Offer Shares issued on                                                            Monday, 27 January
                                                                                                       2014

CSDP or broker accounts of holders of Dematerialised Shares debited and                  Monday, 27 January
updated with Rights Offer Shares and share certificates posted to Shareholders                         2014
on

Results of the Rights Offer announcement released on SENS on                             Monday, 27 January
                                                                                                       2014

Results of the Rights Offer announcement published in the press on                      Tuesday, 28 January
                                                                                                       2014

Refund payments, if applicable, and share certificates posted to Certificated                 Wednesday, 29
Shareholders in respect of excess applications, on or about                                    January 2014

Dematerialised Shareholders will have their accounts at their CSDP or broker                  Wednesday, 29
credited with excess Shares (if applicable) and debited with the cost thereof (if              January 2014
applicable) on


Notes
1.   All times indicated above are local times in South Africa.
2.   SacOil Shares may not be dematerialised/rematerialised between Friday, 27 December 2013 and Friday, 3
     January 2014, both days inclusive.
3.   CSDPs effect payment in respect of Dematerialised Shareholders on a delivery-versus-payment method.
4.   Rights Offer Shares not taken up by Shareholders will lapse.


4. Jurisdiction
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make
such an offer.
The Rights Offer Shares have not been, and will not be, registered under the Securities Act of
the United States. Accordingly, the Rights Offer Shares may not be offered, sold, resold,
delivered or transferred, directly or indirectly, in or into the United States or to, or for the
account or benefit of, United States persons, except pursuant to exemptions from the
Securities Act of the United States.
The Rights Offer does not constitute an offer in the District of Columbia, the United States, the
Dominion of Canada, the Commonwealth of Australia, the United Kingdom, Japan or in any
other jurisdiction in which, or to any person to whom, it would not be lawful to make such an
offer.
Shareholders resident outside South Africa, the Republic of Namibia and the Kingdoms of
Swaziland and Lesotho (the ?Common Monetary Area?) should consult their professional
advisors to determine whether any governmental or other consents are required or other
formalities need to be observed to allow them to take up the Rights Offer, or trade their
entitlement.
Shareholders holding SacOil Shares on behalf of persons who are resident outside the
Common Monetary Area are responsible for ensuring that taking up the Rights Offer, or
trading in their entitlements under that offer, do not breach regulations in the relevant
overseas jurisdictions.

SacOil shareholders should note that the Rights Offer is not being made into the
United Kingdom and holders of SacOil depository interests, as traded on AIM, are not
able to subscribe for shares pursuant to this transaction.

5. Circular

The Rights Offer Circular setting out the detailed terms of the Rights Offer will be posted to
Shareholders on or about Monday, 6 January 2014.

6. Erratum to the Circular

Shareholders are referred to ?Annexure C: Major Subsidiary Companies? of the Revised
Listing Particulars, as appended to Circular, and advised that the total amount reflected for
the ?Carrying amount 2013? column of R160,918,566 is inaccurate. The correct amount is an
amount of R69,324,186. The Company apologises to Shareholders for this inaccuracy.


Johannesburg
6 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: 06/12/2013 05:38:00 Supplied by www.sharenet.co.za                     
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