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SACOIL HOLDINGS LIMITED - Completes Transformational Acquisition of Controlling Interest in Afric Oil Group

Release Date: 31/05/2017 16:58:00      Code(s): SCL     
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE Share Code: SCL
ISIN: ZAE000127460
(?SacOil? or ?the Company? or ?the Group?)


SacOil, the South African based independent African oil and
gas company that is focussed on the full oil and gas value
chain, is pleased to announce that is has fulfilled all
conditions precedent relating to the acquisition of a
controlling interest in Afric Oil, via the acquisition of
Phembani Oil Proprietary Limited (?Phembani Oil?) from
Gentacure Proprietary Limited (?Gentacure?) and its holding
company, Moopong Investments Holdings Proprietary Limited
(?Moopong?) (?the Acquisition?).

SacOil will have a 71% direct interest in Afric Oil Group
(?Afric Oil?), one of the largest independent fuel
distributors in South Africa, targeting distribution of circa
45 million of fuel product (diesel, petrol and paraffin)
monthly to a diversified client base that include local and
national government, mining, construction, transport,
manufacturing, parastatals, resellers and agricultural

The acquisition provides SacOil with its first operational
footprint in South Africa, as well as entry into Zimbabwe.
SacOil?s diverse portfolio now comprises of operated
production activities in Egypt, exploration in Democratic
Republic of Congo, alongside partner TOTAL E&PRDC, Malawi and
Botswana, a crude trading allocation with Nigerian National
Petroleum Company and fuel distribution operations in Southern

The final consideration for the Acquisition has been adjusted
downwards from R200 million as previously announced to R183.45
million, consisting of an initial consideration of R128.49
million and contingent consideration of R54.96 million. The
cash component of the initial consideration is R39 million
that is due and payable on closing of the Acquisition and a
contingent cash payment of R2.26 million due 12 months after
the Acquisition. The initial consideration of R89.49 million
will be settled in shares on closing of the Acquisition and
the contingent consideration of R52.7 million will be settled
12 months after the closing of the Acquisition. The pricing
basis for the issue of the shares is as set out in the
announcement on 6 March 2017 and the price used for the issue
of 690m at a price of 20.9c that represents a 10% discount to
the 90 day VWAP.

On 31 May 2017, SacOil secured an equity bridge loan from
Gemcorp Africa Fund I Limited, a company based in Mauritius.
The loan is repayable in 12 months from the proceeds of a
rights issue which the Board has committed to undertake within
the next 12 months. The loan is secured by a cession in
security of the rights offer proceeds, bears interest at 8.5%
per annum and was arranged at a fee of 2%. The loan will be
utilised to fund the acquisition of Phembani Oil and for
working capital for general corporate purposes of the Group.

Commenting on the acquisition, CEO Dr Thabo Kgogo said:
?Completion of this acquisition represents the first chapter
in the next book of SacOil?s story. The impact of this
acquisition on the Company?s operational and financial profile
is truly transformational, and takes us a large step closer to
achieving our strategic goal of becoming a leading pan-African
player with operations along the full industry value chain.
Afric Oil?s operations further balances our portfolio with a
greater emphasis on lower-risk, revenue generating assets.
Following completion of this transaction, we will now work
closely with Afric Oil?s quality management team in delivering
an ambitious growth strategy and enhancing profitability post
completion of Afric Oil?s acquisitions of Big Red and Forever
Fuels earlier in the year.?

JSE Sponsor
PSG Capital Proprietary Limited

31 May 2017

For further information please contact:

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

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

SacOil is a South African based independent African oil and
gas company, listed on the JSE. 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, and
downstream operations through a controlling interest in Afric
Oil, a fuel distribution business in Southern Africa.

Afric Oil was established in 1995 as South Africa?s first 100%
black-owned oil company. Afric Oil is targeting distribution
of circa 45 million litres of fuel products (diesel, petrol
and paraffin) monthly with a reported audited turnover for the
year ended 31 December 2015 in excess of R3 billion ($230.6m).
Afric Oil owns two depots in Boland, Western Cape province,
and Beitbridge, Zimbabwe/RSA border. Afric Oil?s operations
are predominantly in South Africa, however it also has an
operating presence in the greater Southern African regions
that include Zimbabwe. The key customers of Afric Oil include
government departments, state-owned entities, blue chip mining
and industrial customers and other non-refinery wholesalers of
fuel products.

Date: 31/05/2017 04:58:00 Supplied by www.sharenet.co.za                     
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