Sacoil Holdings Limited - Acquisition Of A 100% Interest In The Lagia Oil Field, And Withdrawal Cautionary AnnouncementRelease Date: 23/10/2014 10:00:00 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?)
Further announcement regarding the acquisition of a 100% interest in the Lagia
oil field, onshore Sinai Peninsula, Egypt and withdrawal of cautionary
Shareholders are referred to the announcement released on SENS and RNS on 10 September 2014
wherein the Company announced that it had entered into a sale and purchase agreement dated 9
September 2014 (the ?Agreement?) to acquire a Cyprus-registered exploration and production
company, Mena International Petroleum Company Ltd (?MIP?), from Mena International Petroleum
Holdings Company Ltd (the ?Seller?), a wholly-owned subsidiary of TSX Venture listed Mena
Hydrocarbons Inc. (TSXV:MNH) (?Mena Hydrocarbons?) (the ?Acquisition?).
In terms of the aforementioned announcement, SacOil is now in a position to disclose the financial
effects of the Acquisition as inter alia set out below.
1. Transaction rationale
The acquisition by SacOil of MIP, which has a 100% interest in the development lease for the Lagia
oil field, Egypt, is a transformational transaction for SacOil, providing a solid 2P reserves base which
has been lacking in the company?s portfolio thus far. With the potential for the asset to deliver
production and cash flow in the very near term this could mark an inflexion point in SacOil?s
investment profile signalling a significant enhancement to the company?s business. In securing the
asset the Company gains access to proven plus probable reserves net to MIP of 6.174 million barrels
(audited by Degolyer and MacNaughton as at the year ended 31 December 2013), with estimated
future net revenues before future income tax of $116 million, complementing the current early
stage exploration weighted element of the portfolio and in so doing changing the Company?s risk
The Acquisition also represents a strategic entry to Egypt, where SacOil sees the potential to build a
substantial exploration and production business.
2. Pro forma financial effects of the Acquisition
Based on SacOil?s published audited consolidated results for the financial year ended 28 February
2014, the pro forma financial effects of the Acquisition 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 (?Financial Effects?). The Financial Effects are prepared in
accordance with the rules of the JSE Limited for illustrative purposes only and, because of their
nature, may not give a fair presentation of SacOil?s financial position or the effect and impact of the
Acquisition on SacOil. The Financial Effects are the responsibility of the board of directors of SacOil.
Before the After the
Acquisition Acquisition Percentage change
(cents) (cents) (%)
EPS 1.37 0.76 (44.53)
HEPS 1.37 0.76 (44.53)
NAV 30.74 31.39 2.11
TNAV 22.10 19.33 (12.53)
Shares in issue (000) 3 086 169 261 3 269 836 208 5.95
Weighted average number of
shares in issue (?000) 1 435 074 830 1 618 741 777 12.80
1. The ?Before the Acquisition? financial information has been extracted, without adjustment, from SacOil?s published audited
consolidated results for the financial year ended 28 February 2014.
2. EPS and HEPS as reflected in the ?After the Acquisition? column are based on the following assumptions:
a. the Acquisition was implemented on 1 March 2013 for statement of comprehensive income purposes.;
b. an average exchange rate of R9.6349/$1 has been used to translate the statement of comprehensive income of MIP.
3. NAV and TNAV as reflected in the ?After the Acquisition? column are based on the following assumptions:
a. the Acquisition was implemented on 28 February 2014 for statement of financial position purposes;
b. a closing exchange rate of 10.4878/$1 has been used to translate the statement of financial position of MIP.
4. The number of shares has increased as a result of the issue of 183 666 947 SacOil shares at R0.58 per share, being the 30 day
volume weighted average price of the SacOil shares on the JSE for the period ended 8 September 2014, in settlement of the
consideration for the Acquisition of US$10 million.
5. Transaction costs of R6 million are assumed for the Acquisition.
3. Fulfilment of conditions precedent
All the conditions precedent as contained in the Agreement have now been met and the Acquisition
has become unconditional.
4. Withdrawal of cautionary announcement
The board of SacOil has provided shareholders with all information relating to the Acquisition and
accordingly shareholders are advised that they no longer need to exercise caution when dealing in
the Company's securities.
5. Qualified Person Review
This release has been reviewed by Bradley Cerff, Executive Director, who is a member of the Society
of Petroleum Engineers with over 18 years? experience in petroleum exploration and management.
Bradley Cerff has consented to the inclusion of the technical information in this release in the form
and context in which it appears.
23 October 2014
For further information please contact:
finnCap Limited (Nominated Adviser and Broker)
Matthew Robinson / Christopher Raggett +44 (0) 20 7220 0500
FirstEnergy Capital (Financial Adviser and Joint Broker UK)
Majid Shafiq / Travis Inlow +44 (0) 20 7448 0200
Instinctif Partners London (UK Investor Relations)
David Simonson / Anca Spiridon +44 (0)20 7457 2020
Instinctif Partners Johannesburg (SA Investor Relations)
Nicholas Williams / Fred Cornet +27 (0)11 447 3030
Date: 23/10/2014 10:00:00 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.