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SCL - SacOil Holdings Limited - Announcement regarding secondary listing on the
AIM Market of the London Stock Exchange
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" or "the Group")
Announcement regarding secondary listing on the AIM Market of the London Stock
Exchange
The Board of SacOil ("the Board") is pleased to announce that the London Stock
Exchange ("LSE") has issued an announcement relating to the proposed admission
("Admission") of SacOil`s ordinary shares to trading on the Alternative
Investment Market ("AIM"), operated by the LSE. The expected date of the
Admission is 8 April 2011. The Admission has been approved by the South African
Reserve Bank.
Details relating to the Admission
SacOil is seeking to list 674 090 410 SacOil ordinary shares of no par value on
AIM. No SacOil ordinary shares are currently held in treasury. No capital is
being raised on Admission and the anticipated market capitalisation on Admission
is GBP156 million.
SacOil`s business
The Company`s business is the acquisition and development of discovered but
undeveloped, or previously producing but now shut, near-term producing and
production upstream oil and gas assets on the African continent. The Group is
party to transactions pertaining to Block III, Albertine Graben in the
Democratic Republic of Congo and OPL 281 and OPL 233 in Nigeria.
In relation to Block III in the Democratic Republic of Congo, a Presidential
Ordinance approving the Block III Production Sharing Agreement has been issued
and a 50 per cent subsidiary of the Company has the right to apply
(after fulfilling certain contractual obligations) for an exploration permit.
Subsidiaries of the Company have entered into farm-in agreements in relation to
OPL 281 and OPL 233 in Nigeria. Upon the fulfilment of certain conditions
precedent, the Group shall acquire an interest in OPL 281 and OPL 233.
The Company`s principal place of business, management and control is in South
Africa. The Company has been listed on the Main Board of the JSE Limited since
12 December 2008.
SacOil`s strategy following Admission
The Board believes that indigenisation laws in Africa coupled with the departure
of certain oil majors from discovered but undeveloped marginal oilfields in
Africa, provides an opportunity for emerging, junior exploration and production
companies such as SacOil.
The Company`s vision is to successfully build SacOil into a pan-African
independent balanced portfolio upstream oil and gas company. It has an ambitious
and aggressive acquisition-led growth strategy and the directors believe it is
well positioned to exploit its pre- existing presence in Africa.
Although SacOil has successfully raised capital by way of issues of shares for
cash, the company`s intention is to attract new institutional investors to
ensure that SacOil is sufficiently capitalized to further develop current
exploration projects and execute near production and producing asset oil and gas
transactions it has in the pipeline and the Board believes that an Admission to
AIM will enable the Company to raise its public profile and afford UK investors
the opportunity to participate in the future growth of the business.
Holdings of significant shareholders before Admission
Shareholder Number of ordinary Percentage of
shares owned before ordinary shares
Admission owned before
Admission
Encha Group Limited ("Encha") 181,590,894 26.94
Encha Capital (Proprietary) Limited 148,257,896 21.99
("Encha Capital")
Metropolitan Asset Managers 94,882,129 14.08
Public Investment Corporation 46,666,666 6.92
Details of Lock-in Arrangements pursuant to Rule 7 of the AIM Rules
On Admission, Encha and Encha Capital, significant shareholders in the Company,
will be interested, in aggregate in 329,848,790 SacOil ordinary shares,
representing 48.93 per cent of the issued share capital of the Company. Encha
and Encha Capital (to the extent they remain significant shareholders at
Admission) will have to agree with the Company and with finnCap not to dispose
of any interest in their SacOil ordinary shares for a period of one year
following Admission except in certain restricted circumstances in accordance
with Rule 7 of the AIM Rules for Companies. Encha will additionally be entitled
to transfer its ordinary shares to the extent that it is required to do so
pursuant to security it has granted to Renaissance BJM Securities (Proprietary)
Limited ("Rencap"), provided that Rencap shall agree not to dispose of any
interest it acquires in the ordinary shares on analogous terms.
Prior to Admission, each of the Directors will enter into an agreement with the
Company and finnCap not to dispose of any interest in their existing and future
ordinary shares for a period of one year following Admission except for certain
restricted circumstances in accordance with Rule 7 of the AIM Rules for
Companies.
The percentage of SacOil ordinary shares not held by the public on Admission
will amount to 69.42 per cent.
Directors of SacOil on Admission
The directors of SacOil on Admission will be as follows:
Richard John Linnell - Non-executive Chairman
Robin Tendai Vela - Chief Executive Officer
Carina de Beer - Finance Director
Colin Bird - Executive Director
Gontse Moseneke - Non-executive Director
Nominated Adviser ("NOMAD")
The name and address of SacOil`s NOMAD is as follows:
finnCap
60 New Broad Street
London EC2M 1JJ
Brokers
The names and addresses of SacOil`s joint brokers are as follows:
finnCap
60 New Broad Street
London EC2M 1JJ
Renaissance Capital Limited
11th Floor
Angel Court
London EC2R 7HJ
Arrangements for settling the securities
The Company, through its UK Depositary, will have a facility whereby (pursuant
to a depositary deed to be executed by the UK Depositary) Depositary Interests,
representing SacOil ordinary shares, will be issued by the UK Depositary to
persons who wish to hold the SacOil ordinary shares in electronic form within
CREST. It is intended that the Company will apply for the Depositary Interests,
representing SacOil ordinary shares, to be admitted to CREST with effect from
Admission. Accordingly, settlement of transactions in Depositary Interests
representing the SacOil ordinary shares following Admission may take place
within CREST if the relevant shareholders so wish.
The SacOil ordinary shares will remain listed and traded on the JSE, with trades
settled electronically on the South African registry through the STRATE system.
SacOil ordinary shares held through STRATE on the South African registry may be
transferred into Depositary Interests held through CREST on the UK Depositary
registry and vice versa. Transfers from the South African register to the UK
register may be subject to South African exchange control restrictions which
apply to South African nationals and companies.
Working capital
The Board has no reason to believe that the working capital available to the
Company or the Group will be insufficient for at least twelve months from
Admission.
Additional information
The following additional information can be found on SacOil`s website,
www.sacoilholdings.com:
* Unaudited interim financial statements for the six months to 31 August 2010;
* Appendix to AIM Announcement;
* Block III Rights Competent Person`s Report;
* OPL 281 Competent Person`s Report; and
* OPL 233 Competent Person`s Report.
Bryanston
8 March 2011
Sponsor
BDO Corporate Finance
Corporate Adviser
Renaissance BJM Securities (Proprietary) Limited
Legal Adviser
Deneys Reitz Inc
Contacts
SacOil
Robin Vela, Chief Executive Officer
Tel : +27 (0) 11 575 7232
Tavistock (Public Relations UK)
Jonathan Charles / Jos Simson
Tel: +44 (0) 20 7429 6666
The Riverbed Agency (Public Relations SA)
Raphala Mogase
Tel: +27 (0) 11 783 7903
Date: 08/03/2011 10:19:10 Supplied by www.sharenet.co.za
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