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Sacoil Holdings Limited - Publication Of Circular, Notice Of Extraordinary General Meeting And Update On Delisting From Aim

Release Date: 24/04/2017 14:30:00      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?)

PUBLICATION OF CIRCULAR, NOTICE OF EXTRAORDINARY GENERAL
MEETING AND UPDATE ON DELISTING FROM AIM

Shareholders are referred to the announcement made by the
Company on 6 March 2017 in which it was noted that the board
of directors of the Company believes that it is in the best
interests of the Company and its shareholders as a whole for
the Company to cancel the admission of the ordinary shares to
trading on AIM (the ?Cancellation?).

In accordance with Rule 41 of the AIM Rules, the Cancellation
is conditional upon the approval of not less than 75 per cent
of the votes cast by shareholders (whether present in person
or by proxy) in general meeting.

The Company therefore announces its intention to seek
shareholders' approval for the Cancellation. An explanatory
circular (?the Circular?) will be posted to shareholders today
setting out the background to and reasons for the Cancellation,
the reasons why the directors believe that this is in the best
interests of the Company and its shareholders as a whole and
their recommendation to shareholders to vote in favour of the
resolution (the ?Resolution?). A copy of the Circular is
available at www.sacoilholdings.com.

An extraordinary general meeting of the Company will be held
at 1st Floor, 12 Culross Road, Bryanston, on Monday, 22 May
2017 at 10h00 where the Resolution will be proposed to the
shareholders for approval. A notice convening the
extraordinary general meeting can be found in the Circular.

The date on which shareholders must be recorded as such in the
share register to be eligible to vote at the extraordinary
general meeting is Friday, 12 May 2017, with the last day to
trade being Tuesday, 9 May 2017.

Subject to the Resolution being passed at the Extraordinary
General Meeting, cancellation of the Company?s Ordinary Shares
to trading on AIM will become effective at 7.00 a.m. on
Wednesday 31 May 2017. Pursuant to Rule 41 of the AIM Rules,
the Company, through its nominated adviser, finnCap Limited,
has notified the London Stock Exchange of the proposed
Cancellation.

Up to and until Cancellation, trading in the Company's shares
on AIM will remain suspended but they will continue to trade
on the JSE.

Further information regarding the background to and principal
effects of the Cancellation is set out at the bottom of this
announcement.

JSE Sponsor
PSG Capital Proprietary Limited

24 April 2017

For further information please contact:

SacOil Holdings Limited
Damain Matroos
+27 (0)10 591 2260

finnCap Limited (Nominated adviser and broker)
Christopher Raggett and James Thompson
+44 (0) 20 7220 0500

Buchanan (Financial PR adviser)
Ben Romney / Chris Judd
+44 (0)20 7466 5000

ABOUT SACOIL

SacOil is a South African based independent African oil and gas
company, dual-listed on the JSE and AIM. The Company has a
diverse portfolio of assets spanning production in Egypt;
exploration and appraisal in the Democratic Republic of Congo,
Malawi and Botswana; and midstream projects including crude
trading in Nigeria and a terminal project in Equatorial
Guinea. Our focus as a Group is on delivering energy for the
African continent by using Africa's own resources to meet the
significant growth in demand expected over the next decade. The
Company continues to evaluate industry opportunities throughout
Africa as it seeks to establish itself as a leading, full-cycle
pan-African oil and gas company.

BACKGROUND AND REASON FOR CANCELLATION

The Board has conducted a review of the advantages and
disadvantages to the Group and its Shareholders in retaining
its quotation on AIM, and believes that Cancellation is in the
best interests of the Company and its Shareholders as a whole.
In reaching this conclusion, the Board has considered the
following key factors:

  ?   the cost, management time and the legal and regulatory
      burden associated with maintaining the Company?s admission
      to trading on AIM which, in the Directors? opinion, are
      disproportionate to the benefits to the Company;

  ?   approximately 93.8 percent of the Company?s current issued
      share capital is traded on the JSE and, as a result, the
      free float and liquidity of the Ordinary Shares on AIM is
      limited; and

  ?   the AIM listing of the Ordinary Shares does not, in itself,
      offer investors the opportunity to trade in meaningful
      volumes or with frequency within an active market. With
      little trading volume, the Company?s share price can move
      up or down significantly following trades of small numbers
      of shares. Following careful consideration, the Board
      believes that it is in the best interests of the Company
      and Shareholders to seek the proposed Cancellation at the
      earliest opportunity.


PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION

Under the AIM Rules, the Company is required to give at least
20 clear Business Days? notice of Cancellation. Additionally,
Cancellation will not take effect until at least five clear
Business Days have passed following the passing of the
Resolution. If the Resolution is passed at the Extraordinary
General Meeting, the Cancellation will take effect at 07:00
(London time)/ 08:00 (Johannesburg time) on Wednesday, 31 May
2017 (the ?Effective Date?).

The principal effects of the Cancellation will be that:
there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares on AIM, but Shareholders
will be able to trade their Ordinary Shares on the JSE subject
to undertaking certain actions, as set out in this document;

the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply, but the regulatory framework of the JSE will
still apply;

Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of
certain events, and the Company will no longer be required to
obtain shareholder approval for certain transactions, where
applicable, including substantial transactions, reverse
takeovers, and fundamental changes in the Company?s business,
albeit similar protection may be afforded pursuant to the JSE
Listings Requirements and South African company law;

the Company will cease to have an independent nominated adviser
and broker, but will maintain its JSE Sponsor as required in
terms of the JSE Listings Requirements; and

the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.

The above considerations are non-exhaustive and Shareholders
should seek their own independent advice when assessing the
likely impact of the Cancellation on them.

SacOil?s Ordinary Shares will continue to be listed on the JSE.
Following Cancellation, Shareholders holding Ordinary Shares
on the Jersey register will be able to trade their Ordinary
Shares on the JSE by following the procedure outlined below.

Following Cancellation, the Board intends to continue to
operate the Company?s business in the same manner and with the
same strategy as at present.

TERMINATION OF THE DEPOSITARY INTEREST FACILITY, TRANSFER OF
ORDINARY SHARES TO THE SOUTH AFRICAN REGISTER AND TRADING
ORDINARY SHARES ON THE JSE

Termination of the Depositary Interest facility

SacOil has directed Computershare Investor Services PLC
(?Computershare?), as Depositary, to terminate SacOil?s
Depositary Interest facility with effect from Wednesday, 31 May
2017 (the ?DI Facility Termination Date?).

Consequently, and in accordance with the terms of the Depositary
Interest trust deed, Computershare will today by separate
letter give notice of termination to all Depositary Interest
Holders.

Transfer of Ordinary Shares to the South African register

Prior to the DI Facility Termination Date, any Depositary
Interest Holder may direct their broker to:

(a) make a CREST Stock withdrawal instruction, in order for
their holding to be replaced with the equivalent number of
Ordinary Shares in the Company; and

(b) once a CREST Stock withdrawal instruction has been made,
submit a Register Removal Request Form to Computershare
requesting that their Ordinary Shares be removed from the Jersey
register and transferred to the South African register and elect
whether such Ordinary Shares are to be dematerialised into
Strate or to be held in certificated form. Copies of the
Register   Removal   Request   Form  can   be   requested   from
Computershare                                                 at
!ALLUKGlobalTransactionTeam@computershare.co.uk or obtained
from the Company?s website at www.sacoilholdings.com or
requested from investorrelations@sacoilholdings.com.

Any depositary interests remaining on the Company?s Depositary
Interest register as at the DI Facility Termination Date will
be cancelled and replaced on or shortly after the DI Facility
Termination Date with the equivalent number of Ordinary Shares
in the Company and the holders of such shares will be entered
onto the Company?s Jersey register, and share certificates will
be issued to the holders of such Ordinary Shares.

It is the intention of the Company that the Jersey register
will remain in place for approximately three months after the
Effective Date. All holders of shares held on the Company?s
Jersey register on the date on which the Jersey register is
closed will then be migrated to the Company?s shareholder
register in South Africa.

Trading Ordinary Shares on the JSE

Shareholders on the Jersey register after the Effective Date
who wish to trade their shares on the JSE will be required to
transfer their shares to the South Africa register and
dematerialise such shares into Strate. For further information
on the steps that need to be taken to trade on the JSE, please
contact the Company?s South African Transfer Secretaries, Link
Market Services South Africa Proprietary Limited, on the
following contact details:

Telephone: +27 (0) 86 154 6572
Fax: +27 (0) 86 674 4381
Email: info@linkmarketservices.co.za
Post: PO Box 4844, Johannesburg, 2000

CURRENT TRADING AND STRATEGY

The Company released the interim results of the Group for the
six months ended 31 August 2016 on 30 November 2016.

The Group generated a loss after tax of R221.4 million (2015:
profit of R2.8 million), a basic loss per share of 6.77 cents
(2015: basic earnings per share of 0.32 cent) and a basic
headline loss per share of 6.77 cents (2015: basic headline
earnings per share of 0.25 cent) for the period ended 31 August
2016. Key contributing factors were the strengthening of the
Rand against the US Dollar (?US$?) which resulted in foreign
exchange losses totalling R61.4 million (2015: R57.5 million
in foreign exchange gains due to the weakening of the Rand)
arising from the revaluation of the Group?s US$-denominated
assets, the provision for impairment of R164.0 million with
respect to other financial assets and the underperformance of
the Lagia asset. These losses were partially offset by an
increase of R31.9 million in investment income for the period.

Furthermore, as announced on 6 March 2017, the Company has
signed agreements to acquire and subscribe for shares
comprising the entire issued share capital of Phembani Oil.
Phembani Oil?s only asset is a 71% direct interest in Afric
Oil, one of the largest independent fuel distributors in South
Africa, distributing over 30 million litres of fuel product
(diesel, petrol and paraffin) monthly to a diversified client
base that includes local and national government, mining,
construction, transport, manufacturing, parastatals, resellers
and agricultural clients. Following completion of the
acquisition, SacOil will hold a 71% indirect interest in Afric
Oil, with the remaining 29% interest held by The Compensation
Fund, a fund managed by the Public Investment Corporation SOC
Limited.

PROCESS FOR CANCELLATION

Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 percent of votes cast by
Shareholders at an Extraordinary General Meeting. Accordingly
the Notice of Extraordinary General Meeting set out in Part II
of this document contains a special resolution to approve the
Cancellation.

Furthermore, Rule 41 of the AIM Rules requires an AIM company
that wishes the London Stock Exchange to cancel the admission
of its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date.
In accordance with AIM Rule 41, on 6 March 2017 the Company
notified AIM of the Company?s intention, subject to the
Resolution being passed at the Extraordinary General Meeting,
to cancel the Company?s admission of the Ordinary Shares to
trading on AIM. Accordingly, if the Resolution is passed, the
Cancellation will be effective at 07:00 (London time)/08:00
(Johannesburg time) on Wednesday, 31 May 2017.

EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting will be held at 1st Floor,
12 Culross Road, Bryanston, 2021, Johannesburg, Gauteng, South
Africa at 10:00 on Monday, 22 May 2017. If approved, it is
expected that the Cancellation will take effect from 07:00
(London time)/08:00 (Johannesburg time) on Wednesday, 31 May
2017. If the Cancellation becomes effective, finnCap Ltd will
cease to be nominated adviser of the Company and the Company
will no longer be required to comply with the AIM Rules.

EXTRAORDINARY GENERAL MEETING ? ACTION TO BE TAKEN BY SACOIL
SHAREHOLDERS WHOSE ORDINARY SHARES ARE REGISTERED ON THE SOUTH
AFRICAN REGISTER

If you hold Dematerialised Shares

Own-name Registration

You are entitled to attend, or to be represented by proxy, and
may vote at the Extraordinary General Meeting. If you are unable
to attend the Extraordinary General Meeting, but wish to be
represented thereat, you must complete and return the attached
South African Form of Proxy (yellow), in accordance with the
instructions contained therein, to be received by Link Market
Services South Africa (Proprietary) Limited, 13th Floor, Rennie
House, 19 Ameshoff Street, Braamfontein, South Africa by no
later than 10:00 on Thursday, 18 May 2017.

Other than Own-name Registration

If your CSDP or broker does not contact you, you are advised
to contact your CSDP or broker and provide them with your voting
instructions. If your CSDP or broker does not obtain
instructions from you, they will be obliged to vote in
accordance with the instructions contained in the custody
agreement concluded between you and your CSDP or broker. You
must not complete any of the attached forms of proxy. In
accordance with the Custody Agreement between you and your CSDP
or broker you must advise your CSDP or broker timeously if you
wish to attend, or to be represented at the Extraordinary
General Meeting. Your CSDP or broker will be required to issue
the necessary letter of representation to you to enable you to
attend, or to be represented at the Extraordinary General
Meeting.

If you hold Certificated Shares

You are entitled to attend, or to be represented by proxy, and
may vote at the Extraordinary General Meeting.

If you are unable to attend the Extraordinary General Meeting,
but wish to be represented thereat, you must complete and return
the attached South African Form of Proxy (yellow), in accordance
with the instructions contained therein, to be received by the
Link Market Services South Africa (Proprietary) Limited, 13th
Floor, Rennie House, 19 Ameshoff Street, Braamfontein, South
Africa by no later than 10:00 on Thursday, 18 May 2017.

SacOil does not accept responsibility and will not be held
liable for any failure on the part of the CSDP or broker of a
Dematerialised Shareholder to notify such Shareholder of the
Extraordinary General Meeting or any business to be conducted
thereat.

EXTRAORDINARY GENERAL MEETING ? ACTION TO BE TAKEN BY SACOIL
SHAREHOLDER WHO ORDINARY SHARES ARE REGISTERED ON THE JERSEY
REGISTER

If you hold Depositary Interests

Subject to and in accordance with the terms of the Deed Poll
and any arrangements between you and your broker, you are
entitled to attend, or to be represented by proxy, at the
Extraordinary General Meeting.

You must advise the Depositary if you wish to attend, or to be
represented at the Extraordinary General Meeting.

You must not complete any of the attached forms of proxy.

The Depositary will contact you and ask you to complete a Form
of Instruction. If you wish to attend or to be represented at
the Extraordinary General Meeting, the Depositary will be
required to issue the necessary letter of representation to you
to enable you to attend or to be represented at the
Extraordinary General Meeting.

If your broker through whom you hold your Depositary Interests
does not contact you, you are advised to contact your broker
and provide them with your voting instructions. If your broker
does not obtain instructions from you, they will be obliged to
act in terms of your mandate furnished to them.

If you hold Certificated Shares

You are entitled to attend, or to be represented by proxy, and
may vote at the Extraordinary General Meeting.

If you are unable to attend the Extraordinary General Meeting,
but wish to be represented thereat, you must complete and return
the attached Jersey Form of Proxy, in accordance with the
instructions contained therein, to be received by Computershare
Investor Services (Jersey) Limited, c/o The Pavilions,
Bridgwater Road, Bristol, BS13 8AE, United Kingdom, by no later
than 09:00 (London time) on Thursday, 18 May 2017.

Recommendation

The Directors consider that the Resolution and Cancellation is
in the best interests of the Company and its Shareholders as a
whole. The Directors unanimously recommend that you vote in
favour of the Resolution, as they intend to do in respect of
their own beneficial shareholdings amounting to 814,413
Ordinary Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notice provided to the London                 Monday, 6 March
Stock Exchange to notify it of the            2017
proposed Cancellation
Record date to be eligible to                 Thursday,     13
receive this Circular                         April 2017
Publication on SENS and RIS and               Monday,       24
posting of this document and forms            April 2017
of proxy to
Shareholders
Last day to trade in order to be              Tuesday, 9 May
eligible to vote at the                       2017
Extraordinary General Meeting
Record date to be eligible to vote            Friday, 12 May
at the Extraordinary General                  2017
Meeting
Latest time and date for receipt              09:00    (London
of completed Forms of Instructions            time)
from UK CREST                                 on    Wednesday,
holders in respect of the                     17 May 2017
Extraordinary General Meeting
Latest time and date for receipt              09:00    (London
of completed Jersey Forms of Proxy            time)
in respect of the                             on Thursday, 18
Extraordinary General Meeting                 May 2017
Latest time and date for receipt              10:00         on
of completed South African Forms              Thursday,     18
of Proxy in respect                           May 2017
of the Extraordinary General
Meeting
Time and date of the Extraordinary            10:00       on
General Meeting                               Monday, 22 May
                                              2017
Results of the Extraordinary                  Monday, 22 May
General Meeting released on SENS              2017
and by RIS
Expected time and date of                     07:00    (London
Cancellation                                  time)
                                              on    Wednesday,
                                              31 May 2017

Notes

(1) All of the times referred to in this document refer to
South African time, unless otherwise stated.

(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates
change,
the revised times and dates will be notified to Shareholders
by an announcement through the RIS and SENS.

(3) If the Extraordinary General Meeting is adjourned or
postponed, all forms of proxy submitted in respect of the
initial Extraordinary General Meeting will remain valid in
respect of any adjournment or postponement of the Extraordinary
General Meeting.

DEFINITIONS AND INTERPRETATIONS

?Afric Oil?             Afric Oil Proprietary Limited, a
                        company incorporated in South
                        Africa with registration number
                        1995/001866/07
?AIM?                   AIM, the market operated by the
                        London Stock Exchange
?AIM Rules?             the rules and guidance for
                        companies whose shares are
                        admitted to trading on AIM
                        entitled
                        ?AIM Rules for Companies?
                        published by the London Stock
                        Exchange, as amended from time
                        to time
?Business Day?          a day (excluding Saturdays,
                        Sundays and public holidays in
                        England, Wales and South Africa)
                        on which banks are generally
                        open for business in London and
                        South Africa for the transaction
                        of normal banking business
?Cancellation?          the cancellation of admission of
                        the Ordinary Shares to trading
                        on AIM, subject to passing of
                        the Resolution and in accordance
                        with Rule 41 of the AIM Rules
?Certificated Shares?   Ordinary Shares which have not
                        been dematerialised and which
                        are held in physical form
?Circular?              The document to be posted to
                        shareholders on 24 April 2017
?Company? or ?SacOil?   SacOil Holdings Limited, a
                        public company registered in
                        South Africa with company
                        registration
                        number 1993/000460/06
?Companies Act?         the South African Companies Act,
                        2008, No. 71 of 2008, as
                        amended, and including the
                        Companies Regulations, 2011
?CREST?                 a relevant system (as defined in
                        the CREST Regulations) in
                        respect of which Euroclear is
                        the
                        Operator (as defined in the
                        CREST Regulations) in accordance
                        with which securities may be
                        held and transferred in
                        uncertificated form
?CREST Regulations?     the Uncertificated Securities
                        Regulations 2001 (SI 2001/3755)
?CSDP?                  a Central Securities Depository
                        Participant, appointed by
                        individual SacOil Shareholder(s)
                        for
                        the purpose of, and in regard
                        to, dematerialisation in terms
                        of the Financial Markets Act
?Deed Poll?             the deed poll, dated 17 November
                        2010, made by the Depositary
                        dealing with the creation and
                        issue of Depositary Interests
?Dematerialised Share(s)?   Ordinary Share(s) that have been
                         dematerialised through a CSDP or
                         broker and replaced by
                         electronic record(s) of
                         ownership under the Strate
                         system
?Dematerialised          holders of Dematerialised Shares
Shareholder(s)?
?Depositary?             Computershare Investor Services
                         PLC acting in its capacity as
                         depositary pursuant to the terms
                         of the agreement for the
                         provision of depositary services
                         entered into between the Company
                         and Computershare Investor
                         Services PLC
?Depositary Interest?    a depositary interest issued by
                         the Depositary representing an
                         entitlement to an Ordinary Share
                         which may be traded through
                         CREST in uncertificated form
?Depositary Interest     a holder of Depositary Interests
Holder?
?DI Facility Termination has the meaning given to it in
Date?                    Part 1, paragraph 4.1 of this
                         document
?Directors? or ?Board?   the board of directors of the
                         Company, whose names are set out
                         on page 4 of this document
?Effective Date?         has the meaning given to it in
                         Part 1, paragraph 3 of this
                         document
?Extraordinary General   the Extraordinary General
Meeting?                 Meeting of the Company convened
                         for 10:00 on Monday, 22 May 2017
                         and any adjournment thereof,
                         notice of which is set out at
                         the end of this document
?Financial Markets Act?  the Financial Markets Act, No.
                         19 of 2012, as amended
?Form of Instruction?    the voting card for Depositary
                         Interests Holders to instruct
                         Computershare Company Nominees
                         Limited (Custodian) on how to
                         vote at the Extraordinary
                         General Meeting
?Group?                  SacOil, its subsidiaries and
                         associated companies
?Jersey?                 the Bailiwick of Jersey
?Jersey Form of Proxy?   the form of proxy, only enclosed
                         with this document for
                         Shareholders holding Ordinary
                         Shares
                         on the Jersey register, for use
                         by such Shareholders at the
                         Extraordinary General Meeting or
                         at
                         any adjournment thereof
?Jersey Registrar?       Computershare Investor Services
                         (Jersey) Limited, c/o The
                         Pavillions, Bridgwater Road,
                         Bristol,
                         BS13 8AE, United Kingdom
?JSE?                    JSE Limited, a public company
                         incorporated in South Africa
                         with registration number
                         2005/022939/06 and licensed as
                         an exchange under the Financial
                         Markets Act, Act 19
                         of 2012
?London Stock Exchange?  London Stock Exchange plc
or ?LSE?
?Major Shareholder?      Public Investment Corporation
                         (SOC) Limited (registration
                         number 2005/009094/06),
                         a corporation created in terms
                         of the Public Investment
                         Corporation Act 2004, as
                         amended,
                         and duly registered and
                         incorporated under the laws of
                         South Africa
?Notice of Extraordinary the notice of Extraordinary
General Meeting?         General Meeting which is set out
                         in Part II of this document
?Ordinary Shares?        the existing ordinary shares in
                         the Company
?Phembani Oil?           Phembani Oil Proprietary
                         Limited, a company incorporated
                         in South Africa with
                         registration
                         number 2006/037679/07
?Regulatory Information  has the meaning given to it in
Service? or ?RIS?        the AIM Rules being any of the
                         services approved by the
                         Financial
                         Conduct Authority for the
                         distribution to the public of
                         regulatory announcements and
                         included
                         in the list maintained on its
                         website
?Resolution?             the resolution to be proposed at
                         the Extraordinary General
                         Meeting in the form set out in
                         the
                         Notice of Extraordinary General
                         Meeting
?SENS?                   the Stock Exchange News Service
                         of the JSE
?Shareholders?           holders of Ordinary Shares from
                         time to time and ?Shareholder?
                         means any one of them
?South African Form of   the yellow form of proxy only
Proxy?                   enclosed with this document for
                         Shareholders holding Ordinary
                         Shares on the South African
                         register for use by such
                         Shareholders at the
                         Extraordinary General
                         Meeting or at any adjournment
                         thereof
?Strate?                 Strate Proprietary Limited
                         (registration number
                         1998/022242/07), a private
                         company
                         incorporated and registered in
                         South Africa and the electronic
                         settlement system for
                         transactions
                         that take place on the JSE and
                         off-market trades
?Transfer Secretaries?   Link Market Services South
                         Africa Proprietary Limited
                         (Registration number
                         2000/007239/07),
                         a private company incorporated
                         and registered in South Africa
                         and the transfer secretaries
                         to SacOil
?United Kingdom?         the United Kingdom of Great
                         Britain and Northern Ireland

Date: 24/04/2017 02:30:00 Supplied by www.sharenet.co.za                     
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