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SCL - SacOil Holdings Limited - Unaudited Interim Results For The Six Months
Ended 31 December 2008
SacOil Holdings Limited
Formerly SA Mineral Resources Corporation Limited
Incorporated in the Republic of South Africa
Registration No 1993/000460/06
ISIN Number ZAE000127460
JSE Code SCL
("SacOil Holdings" or "the Company")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2008
Income statement
Unaudited Reviewed Audited
Six Six Twelve
months to months to months to
31 December 31 December 30 June
2008 2007 2008
R 000`s R 000`s R 000`s
Revenue 16,730 8,574 18,631
Cost of sales (13,611) (5,365) (13,132)
Gross profit 3,119 3,209 5,499
Operating costs (5,623) (3,535) (10,606)
Loss from operations (2,504) (326) (5,107)
Impairment loss - - (5,159)
Realised gain on insurance - 501 501
claim
Investment income 423 1 327
Interest paid (93) (2) (79)
(Loss)/profit before tax (2,174) 174 (9,517)
Taxation - - -
(Loss)/profit after tax (2,174) 174 (9,517)
Weighted average number of 313,292 37,427 167,593
shares (000`s)
(Loss)/profit per share (0.69) 0.46 (5.68)
(cents)
Reconciliation of headline
earnings:
(Loss)/profit attributable to (2,174) 174 (9,517)
shareholders
Realised gain on insurance - (501) (501)
claim
Impairment loss on - - 5,159
revaluation of property,
plant and equipment
Headline loss (2,174) (327) (4,859)
Headline (loss) per share (0.69) (0.87) (2.90)
(cents)
Balance sheet
31 December 31 December 30 June
2008 2007 2008
R 000`s R 000`s R 000`s
Assets
Non-current assets 36,176 10,487 33,097
Property, plant and 5,119 10,487 5,230
equipment
Loans receivable 31,057 - 27,867
Current assets 13,764 18,949 18,925
Inventory 1,603 787 1,454
Trade accounts receivable 3,868 6,407 3,731
Sundry accounts receivable 136 - 136
Taxation receivable 664 - 1,784
Cash & cash equivalents 7,493 11,755 11,819
Total assets 49,940 29,436 52,022
Equity & liabilities
Equity attributable to 42,252 23,470 44,426
equity holders
Stated capital 83,726 25,926 83,726
Share Premium - 27,152 -
Accumulated loss (41,474) (29,608) (39,300)
Non-current liabilities 3,189 526 3,129
Long term liabilities 2,503 - 2,503
Provision for environmental 686 526 626
rehabilitation
Current liabilities 4,499 5,440 4,467
Accounts payable 4,358 5,252 3,546
Taxation - - 591
Sundry accounts payable 141 188 330
Total equity & liabilities 49,940 29,436 52,022
Number of shares in issue 313,292 272,427 313,292
(`000)
Net asset value per share 13.49 8.62 14.18
(cents)
Cash flow statement
Six Six Twelve
months to months to months to
31 December 31 December 30 June
2008 2007 2008
R 000`s R 000`s R 000`s
Cash (utilised)/generated (1,414) 542 (6,102)
from operating activities
Investment income 423 1 327
Interest paid (93) (2) (78)
Net cash flows from (1,084) 541 (5,853)
operating activities
Net cash flows from (52) 344 (180)
investing activities
Net cash flows from (3,190) 10,705 17,687
financing activities
Net (decrease)/increase in (4,326) 11,590 11,654
cash and cash equivalents
Cash and cash equivalents 11,819 165 165
at the beginning of the
year
Cash and cash equivalents 7,493 11,755 11,819
at the end of the year
Statement of changes in equity
Six Six Twelve
months to months to months to
31 December 31 December 30 June
2008 2007 2008
R 000`s R 000`s R 000`s
Stated capital
Opening balance 83,726 3,743 3,743
- Transfer from share - - 27,152
premium
- Shares issued for cash - 22,183 54,148
- Expenses written off - - (1,318)
against stated capital
Closing balance 83,726 25,926 83,726
Share premium
Opening balance - 27,152 27,152
- Shares issued for cash - - -
- Transfer to stated - - (27,152)
capital
Closing balance - 27,152 -
Accumulated loss
Opening balance (39,300) (29,783) (29,783)
Net (loss)/profit for the (2,174) 174 (9,517)
year
Closing balance (41,474) (29,608) (39,300)
1. BASIS OF PREPARATION
The interim financial statements of the group for the six months ended 31
December 2008 have been prepared in accordance with the group`s accounting
policies, which comply with International Financial Reporting Standards and are
consistent with those of the previous year. This interim report complies with
International Accounting Standard 34 - Interim Financial Reporting. They have
been prepared on a going concern basis.
2. COMMENTARY ON THE RESULTS
A loss of 0.69 (2007: 0.46) cents, a headline loss of 0.69 (2007: 0.87) cents
and a net asset value of 13.49 (2007: 8.62) cents per share were reported.
Included in the loss for the period are corporate head office costs in relation
to current and future anticipated corporate actions in an amount of R1.8
million. This resulted in a decline in the net asset value of 0.57 of a cent per
share since the last reported net asset value of 14.18 cents per share at 30
June 2008.
The Greenhills plant managed to increase sales levels. A weaker rand facilitated
higher levels of export sales. Increased costs of consumables and raw materials
as well as challenging conditions in the market place have however caused a
decline in margins.
During November 2008 expenses paid by SacOil Holdings on behalf of Pioneer Coal
Limited ("Pioneer") in an amount of R1.19 million were debited to a loan
account. A further loan was made in December 2008, in an amount of R2 million.
The purpose of these loans is to provide Pioneer with seed capital to set up the
company as a coal exploration company. These loans are interest free for a
period of one year and have no fixed repayment terms.
3. Investment in South Africa Congo Oil Company (Proprietary) Limited
("SacOil"), share option scheme and name change
Following previous announcements regarding the Company`s investment in SacOil
("the transaction"), shareholders of the Company, at a general meeting held on
21 November 2008, voted in favour of the following:
- the reversal of their interest in South Africa Congo Oil Company (Proprietary)
Limited ("SacOil"), a company holding oil concession rights in the Democratic
Republic of the Congo, into the Company by the SacOil vendors for a total
consideration of R533.1 million;
- a proposed share option scheme;
- a change of name from SA Mineral Resources Corporation Limited to SacOil
Holdings Limited; and
- a transfer of its listing to the "Mining - Integrated Oil and Gas" sector of
the JSE Limited list.
Upon conclusion of the transaction, the Company will be the South African
registered holding company of interests in the oil concessions located in the
Albertine Graben area of the Democratic Republic of the Congo ("DRC").
In terms of further agreements concluded separately with DIG and SacOil dated 17
March 2008, SacOil Holdings advanced a total amount of USD3,449 million (with a
Rand value of R27,867 million assuming an exchange rate of R8.08 to the dollar)
paid directly (on behalf of DIG and SacOil) to the DRC Government in respect of
signature bonus for the oil concessions. The loans advanced to DIG and SacOil
are secured by pledges and sureties normal for transactions of this nature.
Upon conclusion of the SacOil transaction, the indebtedness of DIG to SacOil
Holdings under the relevant loan agreement will be set-off against the
indebtedness of SacOil Holdings to DIG under the SacOil agreement. The
indebtedness of SacOil to SacOil Holdings under the relevant loan agreement will
be left outstanding on shareholder loan account.
Shareholders are referred to the circular that was posted to shareholders on
Friday, 24 October 2008, for full details of the transaction. As previously
announced, the agreements in relation to the acquisition of the DRC oil
concessions by the Company have been extended to 31 March 2009. This is the last
material outstanding suspensive condition to the acquisition of the oil
concessions.
4. Conditional acquisition of coal exploration assets and proposed unbundling of
shares in Pioneer Coal Limited
It was announced on 15 December 2008 that the directors of SacOil Holdings have
finalised proposals in terms of which Pioneer Coal Limited ("Pioneer"), a newly
formed company, will issue 313 291 612 ordinary shares to SacOil Holdings at a
price of R0.001 per share which shares will be distributed to SacOil Holdings`
shareholders by way of an unbundling.
Pioneer has, in terms of agreements signed on Friday, 12 December 2008, agreed
to acquire all the shares and loan accounts in Mudengu Resources Holdings
(Proprietary) Limited, Bono Lithihi Investments Group (Proprietary) Limited and
Solar Spectrum Trading 365 (Proprietary) Limited ("Solar"). The coal exploration
companies have access to valid New Order Prospecting Rights over, inter alia,
some 35 farms totaling 48 160 hectares in the recognised Limpopo and
Soutpansberg coalfields. In addition, Pioneer, through Solar has applied for
Prospecting Rights over 4 contiguous farms totaling 11 101 hectares in the
Mpumalanga Coalfield. Pioneer has mandated Venmyn Rand (Proprietary) Limited to
complete a Competent Person`s report in terms of SAMREC requirements.
The unbundling will enable Pioneer to be a company operating independently from
SacOil Holdings and investors will be able to attribute appropriate separate
ratings to their holdings in SacOil Holdings and Pioneer. It is also expected
that it will unlock any potential discount that may eventuate by retaining both
companies under a single share structure. It will also enable the companies to
develop separate management and funding structures that will be appropriate for
the businesses in which they operate.
5. Dividend
The board has resolved not to declare any dividend to shareholders for the
period under review.
6. Change of year end
In order to comply with the requirements of Section 293 of the Companies Act the
board resolved to change the year end of the Company to the last day of February
to coincide with that of its holding company Encha Capital (Proprietary)
Limited. The Company will therefore be reporting to shareholders on results for
the eight months to 28 February 2009.
7. Future direction
SacOil Holdings` current operating business remains that of manufacturing
manganese sulphate powder, manganese sulphate solution and manganese oxide at a
chemical manganese processing plant near Graskop in Mpumalanga, better known as
the Greenhills plant.
The focus of the Company has however shifted to that of an integrated Oil and
Gas company. The Company is in the process of evaluating various value adding
acquisition opportunities and considering additions to its financial and
technical resources base which will be announced to shareholders in due course.
By order of the board
Melinda van den Berg
Fusion Corporate Secretarial Services (Proprietary) Limited
Company secretary
25 March 2009
Directors: RJ Linnell (Chairman), RT Vela (Executive)*
C Bird*, BH Christie* (*British)
Registered office: 119 Rosen Office Park, 37 Invicta Road, Midrand, 1685
Registered postal address: P.O. Box 8439, Halfway House, 1685
Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)
Transfer secretaries: Link Market Services SA (Proprietary) Limited
Company secretary: Melinda van den Berg - Fusion Corporate
Secretarial Services (Proprietary) Limited
Corporate Advisers: Lonsa Corporate Finance (Proprietary) Limited
Date: 25/03/2009 09:24:01 Supplied by www.sharenet.co.za
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