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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
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