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SCL - SacOil Holdings Limited - Results of general meeting and general issues of
shares for cash
SacOil Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1993/000460/06
Share code: SCL
ISIN code: ZAE000127460
("SacOil" or "the Company")
Results of general meeting and general issues of shares for cash
1. Results of general meeting
SacOil shareholders ("Shareholders") are advised that a general meeting was
held on Monday, 20 September 2010 to consider the ordinary resolutions
relating to:
- the restructuring of SacOil`s investment in oil concession rights
pertaining to Block 3 and Block 1, Albertine Graben, Democratic
Republic of Congo;
- the proposed acquisition of a 55 per cent participating interest in
the Chaal Gas Exploration Permit Area in Tunisia;
- a specific issue of 46 000 000 new SacOil shares to Metropolitan Asset
Managers Limited;
- a specific issue of 8 343 216 new SacOil shares to GVM Metals
Administration (South Africa) (Proprietary) Limited;
- the approval of corporate finance mandates with Lonsa (Proprietary)
Limited; and
- amendments to the current share option scheme
(collectively "the Transactions") as detailed in the circular posted to
Shareholders on Saturday, 4 September 2010 ("the Circular").
Shareholders are further advised that all the ordinary resolutions tabled
at the general meeting were approved by the requisite majority of votes
required from Shareholders. An application has been made to the JSE to
grant a listing of the 255 456 000 new SacOil shares in respect of the
Transactions on Wednesday, 22 September 2010.
2. General issues of shares for cash
At the annual general meeting of the Company held on Friday, 27 November
2009, the requisite majority of Shareholders approved an ordinary
resolution authorising the directors of SacOil (the "Directors") to issue
shares for cash in accordance with paragraph 5.52 of the JSE Limited`s
("JSE") Listings Requirements.
In accordance with the general authority, 1 700 000 new SacOil shares were
listed on the JSE and issued to Abdur Rahman Moosa on Monday, 13 September
2010 ("Issue to Moosa"). The 1 700 000 new SacOil shares were issued at 60
cents per SacOil share, being a 3 per cent premium to the 30-day volume
weighted average price ("VWAP") of SacOil`s shares on the JSE on Monday, 23
August 2010, being the date that the price of the Issue to Moosa was agreed
by the Directors. Following the listing and issue of the new SacOil shares
in respect of the Issue to Moosa and the Transactions, the Company will
have 578 790 828 SacOil shares in issue and the Issue to Moosa will equate
to 0.29 per cent of the issued share capital of the Company.
On Friday, 17 September 2010, STANLIB Asset Management Limited ("STANLIB")
signed an irrevocable undertaking to subscribe for 40 000 000 new SacOil
shares for a cash amount of R25 000 000 ("Issue to STANLIB"). The 40 000
000 new SacOil shares will be issued at 62.5 cents per SacOil share, being
a 4 per cent premium to the 30-day VWAP of SacOil`s shares on the JSE on
Thursday, 16 September 2010, being the date that the price of the Issue to
STANLIB was agreed by the Directors. An application has been made to the
JSE to grant a listing of the 40 000 000 new SacOil shares on or about
Tuesday, 28 September 2010. Following the listing and the issue of the new
SacOil shares in respect of the Transactions, the Issue to Moosa and the
Issue to STANLIB, the Company will have 618 790 828 SacOil shares in issue
and the Issue to STANLIB will equate to 6.46 per cent of the issued share
capital of the Company.
The 40 000 000 new SacOil shares will rank pari passu with the existing
SacOil shares.
The Issue to Moosa and the Issue to STANLIB are collectively referred to as
the Issues for Cash.
Both Abdur Rahman Moosa and STANLIB qualify as "public" shareholders within
the meaning of paragraphs 4.25 and 4.26 of the JSE Listings Requirements.
The proceeds from the Issues for Cash will be used by the Company to fund
working capital.
3. Pro forma financial effects of the Issues for Cash
The table below sets out the unaudited pro forma financial effects of the
Issues for Cash on SacOil`s basic earnings, headline earnings, net asset
value and net tangible asset value per SacOil share.
The unaudited pro forma financial effects have been prepared to illustrate
the impact of the Issues for Cash on the audited, published financial
information of SacOil for the year ended 28 February 2010 after adjusting
for the corporate actions (including the Transactions) as detailed in the
pro forma financial effects published on SENS on Friday, 3 September 2010
("the SENS Announcement") and the Circular, had the Issues for Cash
occurred on 1 March 2009 for income statement purposes and on 28 February
2010 for balance sheet purposes.
The unaudited pro forma financial effects set out below are the
responsibility of the directors and have been prepared for illustrative
purposes only and because of their nature may not fairly present the
financial position, changes in equity, results of operations or cash flows
of SacOil after the Issues for Cash.
Before After the After the % Change
(1) corporate Specific
actions Issues
(including (3)
the
Transactions)
(2)
Earnings/(loss) and diluted 0.72 (2.02) (1.99) 1.5
earnings/(loss) per SacOil
share (cents)
Headline and diluted headline 0.95 (1.89) (1.88) 0.5
earnings/(loss) per SacOil
share (cents)
Net asset value per SacOil 13.83 64.31 64.07 (0.4)
share (cents)
Net tangible asset value per 13.83 (9.46) (4.73) 50.0
SacOil share (cents)
Weighted average number of 313 292 577 091 618 792 7.2
SacOil shares in issue (`000)
Number of SacOil shares in 313 292 577 091 618 792 7.2
issue (`000)
Notes:
1. The "Before" basic earnings, diluted earnings, headline earnings and
diluted headline earnings per SacOil share have been extracted without
adjustment from the audited, published results of SacOil for the year ended
28 February 2010. The "Before" net asset value and net tangible asset value
per SacOil share have been calculated from the financial information
presented in the audited, published results of SacOil for the year ended 28
February 2010.
2. The "After the corporate actions (including the Transactions)" basic
earnings, diluted earnings, headline earnings, diluted headline earnings,
net asset value and net tangible asset value per SacOil share have been
extracted without adjustment from the SENS Announcement and the Circular.
Shareholders are referred to the notes included in the SENS Announcement
and the Circular for the details of the adjustments made.
3. The "After the Issues for Cash" assumes:
a. the issue of the 40 000 000 new SacOil shares at 62.5 cents per SacOil
share and the 1 700 000 new SacOil shares at 60 cents per SacOil
share; and
b. transaction costs of R700 000.
No income adjustment has been made in respect of the increased positive
cash balance resulting from the Issues for Cash as the proceeds of the
Issues for Cash will be utilised for working capital.
Midrand
20 September 2010
Sponsor
BDO Corporate Finance
Date: 20/09/2010 14:30:01 Supplied by www.sharenet.co.za
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