SACOIL HOLDINGS LIMITED - Announcement regarding the Convertible Bridge LoanRelease Date: 11/12/2013 17:00:00 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
(?SacOil? or ?the Company? or the ?Group?)
Announcement regarding the Convertible Bridge Loan
The Directors of SacOil are pleased to announce, in accordance with Rule 13 of the AIM Rules, that
the Company has entered into an agreement with the Public Investment Corporation (SOC) Limited
(?the PIC?) dated 3 December 2013 in terms of which the PIC has agreed to advance funding to the
Company in the form of a convertible bridge loan facility (the ?Convertible Bridge Loan?) of
US$20.5m to fulfil the Group's financing obligations relating to its assets, in advance of the Specific
Issue and the receipt of funds from the Rights Offer (?the Transactions?) (as detailed in the
announcement dated 12 September 2013).
The Convertible Bridge Loan is advanced to SacOil at a rate of interest linked to the 3 month
Johannesburg Interbank Agreed Rate and is repayable by 31 January 2014 (?the Repayment Date?).
It is anticipated that the repayment of this Convertible Bridge Loan will be through the issue of
sufficient number of Rights Offer Shares to the PIC at R0.27 per SacOil share. Shareholders are
reminded of the PIC?s undertaking to support the Rights Offer to the extent of R329,211,713.
To the extent that the Transactions are not implemented by the Company prior to the Repayment
Date, then the Convertible Bridge Loan shall be settled by the issue of new shares in the Company,
sufficient in number, at a price of R0.27 per SacOil share to enable the conversion of the Convertible
Bridge Loan into shares in the Company ("the Bridge Loan Shares"). The issuance of the Bridge Loan
Shares shall be subject to the passing of a special resolution, at a general meeting of shareholders on
or before 14 March 2014, authorising such issuance.
By virtue of the PIC being a substantial shareholder (16.59%) in the Company, the Convertible Bridge
Loan constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. The
directors of SacOil consider, having consulted with finnCap Limited (the Company's nominated
advisor), that the terms of the Convertible Bridge Loan are fair and reasonable insofar as the
Company's shareholders are concerned.
11 December 2013
Investment Bank, Corporate Advisor and JSE Sponsor
Nedbank Capital, a division of Nedbank Limited
Norton Rose Fulbright South Africa
Nominated Adviser and Broker
For further information please contact:
SacOil Holdings Limited
Roger Rees / Tariro Mudzimuirema +27 (0)11 575 7232
Nedbank Capital, a division of Nedbank Limited (Investment +27 (0) 11 294 3524
Bank, Corporate Advisor and Sponsor)
finnCap Limited (Nominated Adviser and Broker) +44 (0) 20 7220 0500
Matthew Robinson / Christopher Raggett
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: 11/12/2013 05:00:00 Supplied by www.sharenet.co.za
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