Wrap Text
SCL - SacOil Holdings limited - Reviewed provisional results for the eight
months ended 28 February 2009
SacOil Holdings limited
Formerly SA Mineral Resources Corporation Limited
Registration No 1993/000460/06
ISIN Number: ZAE000127460
Share code: SCL
Incorporated in the Republic of South Africa
("SacOil Holdings" or "the Company")
REVIEWED PROVISIONAL RESULTS
FOR THE EIGHT MONTHS ENDED 28 FEBRUARY 2009
INCOME STATEMENT
Reviewed Audited
Eight Twelve
months to months to
28 February 30 June
2009 2008
R 000`s R 000`s
Revenue 20,802 21,810
Cost of sales (16,395) (16,960)
Gross profit 4,407 4,850
Operating costs (7,850) (9,957)
Loss from operations (3,443) (5,107)
Share based payment expense (23,754) -
Impairment losses (383) (5,159)
Realised gain on insurance claim - 501
Investment income 557 327
Interest paid (93) (78)
Loss before tax (27,116) (9,517)
Taxation - -
Loss after tax (27,116) (9,517)
Weighted average number of shares 313,292 167,593
(000`s)
Loss per share (cents) (8.66) (5.68)
Diluted loss per share (cents) (8.64) (5.68)
Reconciliation of headline earnings:
Loss attributable to shareholders (27,116) (9,517)
Realised gain on insurance claim - (501)
Impairment loss on revaluation of
property,
plant and equipment - 5,159
Headline loss (27,116) (4,859)
Headline loss per share (cents) (8.66) (2.90)
Diluted headline loss per share (cents) (8.64) (2.90)
BALANCE SHEET
28 February 30 June
2009 2008
R 000`s R 000`s
Assets
Non-current assets 7,709 5,230
Property, plant and equipment 4,838 5,230
Loans receivable 2,871 -
Current assets 40,369 46,792
Loans receivable 27,867 27,867
Inventory 2,048 1,454
Trade accounts receivable 2,628 3,731
Sundry accounts receivable 970 1,920
Cash & cash equivalents 6,856 11,819
Total assets 48,078 52,022
Equity & liabilities
Equity attributable to equity holders 41,064 44,426
Stated capital 83,726 83,726
Accumulated loss (66,416) (39,300)
Share based payment reserve 23,754 -
Non-current liabilities 3,209 3,129
Long term liabilities 2,503 2,503
Provision for environmental 706 626
rehabilitation
Current liabilities 3,805 4,467
Accounts payable 3,537 3,546
Sundry accounts payable 268 921
Total equity & liabilities 48,078 52,022
Number of shares in issue (`000) 313,292 313,292
Net asset value per share (cents) 13.11 14.18
CASH FLOW STATEMENT
Eight Twelve
months to months to
28 February 30 June
2009 2008
R 000`s R 000`s
Cash utilised in operations (2,951) (4,177)
Cash generated from/(utilised) in
movements in working capital 796 (1,925)
(Increase) in inventories (594) (982)
Decrease/(increase) in accounts 2,053 (3,052)
receivable
(Decrease)/increase in accounts payable (663) 2,109
Cash utilised in operating activities (2,155) (6,102)
Investment income 494 327
Interest paid (93) (78)
Net cash flows from operating activities (1,754) (5,853)
Net cash flows from investing activities (19) (180)
Net cash flows from financing activities (3,190) 17,687
Net (decrease)/increase in cash and
cash equivalents (4,963) 11,654
Cash and cash equivalents at the
beginning of the period 11,819 165
Cash and cash equivalents at the end
of the period 6,856 11,819
STATEMENT OF CHANGES IN EQUITY
Eight Twelve
months to months to
28 February 30 June
2009 2008
R 000`s R 000`s
Stated capital
Opening balance 83,726 3,743
- Transfer from share premium - 27,152
- Shares issued for cash - 54,148
- Expenses written off against stated - (1,318)
capital
Closing balance 83,726 83,726
Share premium
Opening balance - 27,152
- Transfer to stated capital - (27,152)
Closing balance - -
Accumulated loss
Opening balance (39,300) (29,783)
Net loss for the year (27,116) (9,517)
Closing balance (66,416) (39,300)
Share based payment reserve
Opening balance - -
Share based payment expense 23,754 -
Closing balance 23,754 -
NOTES TO THE FINANCIAL STATEMENTS
1. Basis of preparation
The reviewed provisional financial statements of the group for the eight months
ended 28 February 2009 have been prepared in compliance with International
Financial Reporting Standards (IFRS), IAS 34 and the South African Companies Act
1973. The accounting policies and method of measurement and recognition applied
in preparation of these financial statements are consistent with those applied
in the group`s most recent audited annual financial statements for the previous
year. They have been prepared on a going concern basis. Where appropriate,
comparatives for cost of sales were reclassified to provide a more accurate
gross profit.
All monetary information and figures presented in these financial statements are
stated in thousands of Rand (R`000), unless otherwise indicated.
2. Auditors review
The provisional financial statements have been reviewed by the company`s
auditors, Moore Stephens MWM. Their unmodified review opinion is available for
inspection at the company`s registered office.
3. 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 holdings company Encha Capital (Proprietary)
Limited. The Company therefore reports to shareholders on results for the eight
months to 28 February 2009.
4. Commentary on the Results
A loss of 8,66 (2008: 5,68) cents, a diluted loss of 8,64 cents, a headline loss
of 8,66 (2008: 2,90) cents, a diluted headline loss of 8,64 cents and a net
asset value of 13,11 (2008: 14,18) cents per share were reported. Included in
the loss for the eight months are corporate head office costs in relation to
current and future anticipated corporate actions in an amount of R2,9 million.
The 1,07 cent decrease in the net asset value is mainly due to these costs being
expensed as well as the impairment loss on the revaluation of loans receivable.
Sale of products from the Greenhills plant increased due to an increase in
export sales as well as increased orders for Manganese Oxide. Despite
significant increases in the costs of raw materials and consumables, the plant
managed to maintain its margins but the lag effect of cost increases to
customers still negatively impacted gross profits.
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. Pioneer Coal shall not be obliged to pay
interest for a period of one year ("initial period") from the date that Pioneer
Coal is granted a listing by the JSE Limited. Should the loan not be repaid in
full by the end of the initial period, interest on the loan amount will become
payable from the day that a listing is granted. Included in the loss for the
eight months is a fair value loss in the amount of R0,4 million in relation to
these loans.
Loans advanced to Divine Inspiration Group (Proprietary) Limited ("DIG") and
South Africa Congo Oil Company (Proprietary) Limited ("South Africa Congo Oil
Company"), totalling R27,9 million have been reclassified as current financial
assets. These loans 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 South Africa Congo Oil Company Holdings to DIG under the SacOil
agreement. The indebtedness of South Africa Congo Oil Company to SacOil Holdings
under the relevant loan agreement will be capitalised to the value of the
exploration and evaluation asset on conclusion of the transaction.
At a general meeting of shareholders held on 21 November 2008, 41 986 136 share
options were granted to the directors of SacOil Holdings. In compliance with
IFRS 2 - Share based payments, the options were valued, on the grant date, at
R23,8 million using the Black - Scholes valuation model for non-dividend paying
shares. As no vesting conditions are attached to these options, a share based
payment expense of R23,8 million is included in the loss for the eight months
ended 28 February 2009.
5. Investment in South Africa Congo Oil Company (Proprietary) Limited
Further to previous announcements regarding the Company`s investment in South
Africa Congo Oil Company (Pty) Limited ("the transaction") and as noted in the
interim results announcement dated 25 March 2009, the date for fulfilment of the
conditions precedent to the agreements referred to therein has been extended to
31 July 2009. The last condition outstanding is the receipt of a Presidential
Decree from the President of the Democratic Republic of the Congo. Following
meetings with the relevant authorities, the directors are confident this
condition will be fulfilled by 31 July 2009.
6. 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 Coal"), 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, following which Pioneer Coal
would, subject to certain conditions precedent, including completing a due
diligence investigation and the raising of sufficient capital, acquire certain
coal exploration companies.
The due diligence process will be completed shortly. The capital raising process
is still underway but proceeding satisfactorily, following which SacOil Holdings
will begin the process of the unbundling.
On the basis that the Pioneer shares will be unbundled to SacOil Holdings
shareholders immediately after the shares have been issued to SacOil Holdings,
the results of Pioneer have not been consolidated into the results of SacOil
Holdings for the period under review.
7. Dividend
The board has resolved not to declare any dividend to shareholders for the
period under review.
8. Future direction
SacOil Holdings` current operating business remains that of manufacturing
manganese sulphate powder, manganese sulphate solution and manganese oxide at
its plant near Graskop in Mpumalanga, referred to 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
Johannesburg
29 May 2009
Directors: RJ Linnell (Chairman), C Bird*, BH Christie*, RT Vela (Executive)*
(*British)
Registered office: 119 Rosen Office Park, 37 Invicta Road, Midrand, 1685
Registered postal address: P.O. Box 8439, Halfway House, 1685
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
Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)
Johannesburg
29 May 2009
Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)
Date: 29/05/2009 15:00:01 Supplied by www.sharenet.co.za
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