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SCL - SacOil - Public Investment Corporation ("PIC") takes a strategic stake in

Release Date: 21/02/2011 15:30
Code(s): SCL
Wrap Text

SCL - SacOil - Public Investment Corporation ("PIC") takes a strategic stake in SacOil Holdings Limited 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") Public Investment Corporation ("PIC") takes a strategic stake in SacOil Holdings Limited 1. General issue of shares for cash Following the requisite majority approval by SacOil shareholders at the annual general meeting of the company held on 17 November 2010, where SacOil directors received authorisation to issue shares for cash in accordance with paragraph 5.52 of the JSE Limited`s ("JSE") Listings Requirements, the Board of SacOil is pleased to announce that 46 666 666 new SacOil shares ("the Shares"), equating to 7.44% of the issued share capital of the company will be listed on the JSE and issued to PIC on or about 28 February 2011 ("Issue for Cash"). PIC is wholly owned by the South African Government and its clientele comprises public sector entities - most of which are pension, provident, social security, development and guardian funds. PIC is one of the largest investment managers on the African continent and manages assets valued at over R910, 9 billion (US$126.5 billion). With a mission to invest in viable investment vehicles to yield satisfactory gains for its shareholders, PIC`s investment mix includes fixed income investments in the capital and money markets, equities listed on the JSE and properties in the industrial, commercial and retail sectors. SacOil is pleased to be counted among the viable investment assets for PIC. The Shares will be issued at 150 cents per SacOil share to PIC, being a 7.69 per cent discount to the 30 day VWAP of SacOil`s shares on the JSE on 17 February 2011, the date that PIC signed an irrevocable undertaking to subscribe for the Shares. The Shares have been offered at a discount due to the long-term strategic investment that PIC has made into SacOil and which will in the long run have mutual benefits for both entities. The Shares will be used to fund working capital and will rank pari passu with the existing SacOil shares. PIC qualifies as a "public" shareholder within the meaning of paragraphs 4.25 and 4.26 of the JSE Listings Requirements. 2. Pro forma financial effects of the Issue for Cash The table below sets out the unaudited pro forma financial effects of the Issue 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 Issue for Cash on the unaudited, published financial information of SacOil for the six months ended 31 August 2010 after adjusted for the the acquisition by SacOil, through a wholly owned Nigerian subsidiary, of a 20 per cent working interest in the OPL 233 licence in Nigeria ("the OPL 233 Acquisition") which was announced on 7 December 2010, had the Issue for Cash occurred on 1 March 2010 for income statement purposes and on 31 August 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 Issue for Cash. Before After the After the % Change OPL 233 Issue for
Acquisition Cash Loss and diluted (2.21) (2.30) (2.70) (17.39) loss per SacOil share (cents) Headline and (2.21) (2.30) (2.70) (17.39) diluted headline loss per SacOil share (cents) Net asset value per 13.39 13.30 29.94 125.11 SacOil share (cents) Net tangible asset 13.39 (16.48) 3.94 123.91 value per SacOil share (cents) Weighted average 314 800 314 800 361 467 14.82 number of SacOil shares in issue (`000) Number of SacOil 321 635 321 635 368 302 14.51 shares in issue (`000) Notes: 1. The "Before" basic loss, diluted loss, headline loss and diluted headline loss per share have been extracted without adjustment from the unaudited, published results of SacOil for the six months ended 31 August 2010. The "Before" net asset value and tangible net asset value per share have been calculated from the financial information presented in the unaudited, published results of SacOil for the six months ended 31 August 2010. 2. The "After the OPL 233 Acquisition" assumes: a. Payment by SacOil of 50 per cent of the US$0.3 million upon execution of the OPL 233 Farm in agreement, converted at 6.87 to US$1, being the closing rate on 3 December 2010, which has been capitalised in terms of IFRS 6: Exploration for and Evaluation of Mineral Resources; b. A short-term obligation of 50 per cent of US$7.8 million, converted at R6.87 to US$1, in respect of that portion of the OPL 233 farm-in fee payable upon receipt of consent from the Federal Government of Nigeria for the Farm in and which have been capitalised in terms of IFRS 6: Exploration for and Evaluation of Mineral Resources; c. A long-term obligation of US$10.0 million, converted at R6.87 to US$1, in respect of SacOil`s 20 per cent share of the costs of the minimum work programme and which have been capitalised in terms of IFRS 6: Exploration for and Evaluation of Mineral Resources; and d. The payment of transaction costs of R300 000. 3. The "After the Issue for Cash" assumes: a. the issue of the 46 666 666 new SacOil Shares at 150 cents per SacOil share; and b. transaction costs of R2 500 000. No income adjustment has been made in respect of the increased positive cash balance resulting from the Issue for Cash as the proceeds of the Issues for Cash will be utilised for working capital. Bryanston 21 February 2011 Sponsor BDO Corporate Finance
Contacts SacOil Robin Vela, Chief Executive Officer Tel : +27 (0) 11 575 7232 The Riverbed Agency Raphala Mogase Tel: +27 (0) 11 783 7903 Date: 21/02/2011 15:30:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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