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SCL - SacOil Holdings Limited - Proposed transactions and salient dates and

Release Date: 11/03/2011 13:11
Code(s): SCL
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SCL - SacOil Holdings Limited - Proposed transactions and salient dates and times of the proposed transactions 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") Proposed transactions and salient dates and times of the proposed transactions 1. Proposed transactions SacOil Shareholders ("Shareholders") are referred to the detailed announcement published on Securities Exchange News Service on 4 March 2011 ("the Announcement"), in which Shareholders were advised of the following: * the proposed transfer by Semliki Energy SPRL ("Semiliki"), a 50 per cent subsidiary of SacOil, of a 60 per cent interest ("the Interest") in Block III, Albertine Graben, Democratic Republic of Congo ("DRC") to Total E&P RDC ("the Transfer"). Shareholders are advised that, in addition to the above, SacOil proposes to enter into the following transactions which are subject to shareholder approval: * the proposed specific issue of SacOil ordinary shares to the executive directors of SacOil in the event that the bonuses detailed in paragraph 2 below are settled in whole or in part through the issue of SacOil ordinary shares ("Bonus Issues"); * the proposed specific issue of 796 577 SacOil ordinary shares at an issue price of R2.16 per SacOil ordinary share to Renaissance BJM Securities (Proprietary) Limited ("Renaissance") in part settlement of the fee due to Renaissance for advisory services rendered in respect of the Transfer (Specific Issue to Renaissance"); * the proposed specific issue of SacOil ordinary shares to Renaissance, in the event of Renaissance electing to convert any amount repaid by SacOil under the term loan facility detailed in paragraph 4 below into SacOil ordinary shares ("Conversion Issue"); * the proposed grant of call options to Renaissance as detailed in paragraph 5 below ("Call Options"), which grant shall constitute a specific issue of options for cash by SacOil; and * the proposed implementation of a memorandum of agreement dated 28 February 2011 ("Encha Memorandum of Agreement") with Encha Group Limited ("Encha") and a specific issue of SacOil ordinary shares to Encha, a related party, in the event of SacOil electing to settle any remuneration due to Encha in terms of the Encha Memorandum of Agreement through the issue of SacOil ordinary shares ("Specific Issue to Encha"). The Bonus Issues, the Conversion Issue, the Specific Issue to Renaissance, the Call Options, the Encha Memorandum of Agreement and the Specific Issue to Encha are collectively referred to as the "Transactions". 2. Bonus Issues 2.1 AIM Admission Bonuses In terms of their service contracts with the Company, Mr R Vela and Mr C Bird are entitled to bonuses ("AIM Admission Bonuses") within 30 days of the date of the admission of all the SacOil ordinary shares to trading on the Alternative Investment Market operated by the London Stock Exchange ("Admission"). Mr R Vela and Mr C Bird are entitled to an amount equal to 1.5 per cent and 0.5 per cent, respectively, of the increase in the market capitalisation of the Company from 20 September 2010 to the date of the Admission. The AIM Admission Bonuses are payable either: * In cash; or * By the allotment and issue of such number of SacOil ordinary shares, credited as fully paid, at the 30-day volume weighted average price ("VWAP") of SacOil`s ordinary shares as at the date of Admission. 2.2 Annual Bonuses In terms of their service contracts with the Company, Mr R Vela, Mr C Bird and Mrs C de Beer are entitled to annual bonuses ("Annual Bonuses") within 30 days of the anniversary of the commencement date of Mr R Vela, Mr C Bird and Mrs C de Beer`s service agreements with the Company, being 1 October 2010 ("Anniversary Date"). The amounts of the Annual Bonuses are as follows: * Mr R Vela is entitled to an amount equal to 1.5 per cent of the increase in the market capitalisation of the Company during the 12 months preceding each Anniversary Date calculated as the sum of the market capitalisation on the last day of trading of each calendar month of the 12 calendar months immediately preceding the relevant Anniversary Date divided by 12 less the market capitalisation on the first business day being 12 months prior to the relevant Anniversary Date; * Mr C Bird is entitled to an amount equal to 0.5 per cent of the increase in the market capitalisation of the Company during the 12 months preceding each Anniversary Date calculated as the sum of the market capitalisation on the last day of trading of each calendar month of the 12 calendar months immediately preceding the relevant Anniversary Date divided by 12 less the market capitalisation on the first business day being 12 months prior to the relevant Anniversary Date; and * Mrs C de Beer may be awarded an amount as determined by SacOil`s Remuneration Committee but limited to 2 times her basic annual salary. The Annual Bonuses are payable either: * In cash; or * By the allotment and issue of such number of SacOil ordinary shares, credited as fully paid, at the 30-day VWAP on each Anniversary Date (or, in the case of Mrs C de Beer, on the date of issue of such SacOil ordinary shares). The maximum number of SacOil ordinary shares that may be issued to Mr R Vela and Mr C Bird on a cumulative basis in terms of the Bonus Issues at each Anniversary Date is limited to 3 per cent and 1 per cent, respectively, of the total number of issued SacOil ordinary shares. The Bonus Issues have been approved by the SaOil Remuneration Committee. Mr R Vela, Mr C Bird and Mrs C de Beer are executive directors of SacOil and accordingly, if the Bonus Issues are settled through the issue of SacOil ordinary shares, the issues will be to related parties and will require approval by a 75 per cent majority of the votes cast in favour of such resolution by all Shareholders present or represented by proxy at a general meeting, excluding Mr R Vela, Mr C Bird and Mrs C de Beer and their associates. 3. Specific Issue to Renaissance On 5 January 2011, SacOil entered into an agreement with Renaissance (the "Renaissance Service Agreement") in terms of which Renaissance undertook to act as exclusive financial advisor to SacOil with respect to any potential investment by the Total Group, directly or indirectly, in Block 3. The fee payable by SacOil for financial advisory services rendered by Renaissance in terms of the Renaissance Service Agreement is US$500 000, and is payable as follows: * US$ 250 000 in cash; and * 796 577 SacOil ordinary shares to be issued at R2.16 per SacOil ordinary share being the higher of (1) the 30-day VWAP of SacOil`s ordinary shares up to the last trading day prior to the Announcement and (2) the closing price of SacOil`s ordinary shares on the last trading day prior to the Announcement, converted at R6.88 to US$1.0, being the closing Rand/US$ exchange rate on the last trading date prior to the Announcement. The above fee is payable to Renaissance, subject to Shareholder approval, within 7 business days following the payment by Total to SacOil of any consideration relating to the Transfer. The Specific Issue to Renaissance requires approval by a 75 per cent majority of the votes cast in favour of such resolution by all Shareholders present or represented by proxy at a general meeting 4. Conversion Issue On 18 February 2011 SacOil entered into an agreement with Renaissance, which agreement was amended and restated on 3 March 2011 ("Facility Agreement"), to raise a maximum of US$30.9 million ("the Facility"). The Facility may be drawn down in 3 tranches as follows: * Tranche A: the amount of US$12.9 million; * Tranche B: a maximum of the Rand equivalent of US$12.0 million; and * Tranche C: a maximum of the Rand equivalent of US$6.0 million. In terms of the Facility Agreement, Renaissance shall have the right to convert any amount repaid by SacOil under the Facility into SacOil ordinary shares in accordance with the following calculation: the Rand value of the amount being repaid, converted from US$ into Rand by the calculation agent, being Renaissance Securities (Cyprus) Limited, at the spot rate available to Renaissance on the date that either Tranche A, Tranche B or Tranche C is advanced to SacOil in terms of the Facility Agreement ("Utilisation Date") divided by the conversion price calculated as a 10 per cent discount to the 30- day VWAP on the Utilisation Date. The Facility Agreement also provides for Renaissance to elect to cash settle the Conversion Issue. The Conversion Issue constitutes a specific issue of shares for cash in terms of Section 5 of the Listings Requirements and will require approval by a 75 per cent majority of the votes cast in favour of such resolution by all Shareholders present or represented by proxy at a general meeting. 5. Call options In terms of letters of confirmation between SacOil and Renaissance, Renaissance has also been granted 6 394 888 call options calculated with reference to 10 per cent of the US$ value of Tranche A converted at R7.20 to US$1.0, divided by R1.45 being a 10 per cent discount to the 30-day VWAP on 18 February 2011 ("Tranche A Strike Price"). These options are exercisable at the Tranche A Strike Price. The number of options granted in respect of Tranche B is 5 626 234 call options calculated with reference to 10 per cent of Tranche B converted at R6.97 to US$1.0, divided by R1.48 being a 10 per cent discount to the 30-day VWAP on 28 February 2011 ("Tranche B Strike Price). These options are exercisable at the Tranche B Strike Price. The Call Options will require approval by a 75 per cent majority of the votes cast in favour of such resolution by all Shareholders present or represented by proxy at a general meeting. 6. Encha Memorandum of Agreement On 28 February 2011 SacOil entered into the Encha Memorandum of Agreement in terms of which Encha undertook to utilise its reasonable commercial endeavours to: * assist SacOil with the raising of capital (" Capital Raising"); * assist SacOil with the procurement of security for third party funding which security may include, at the election of Encha, the cession and pledge of SacOil ordinary shares held by Encha to a funder of SacOil in securitatem debiti, as contemplated in the Encha Memorandum of Agreement ("Share Pledge"); and * introduce Relevant Business Opportunities to SacOil and facilitate the implementation of transactions implemented by SacOil in respect of relevant business opportunities introduced to SacOil by Encha in terms of the Encha Memorandum of Agreement ("Designated Transactions"). Encha is entitled to receive remuneration from SacOil in relation to the provision of these services in the form of cash or SacOil ordinary shares, at the election of SacOil, as follows: * in respect of Capital Raising, a fee equivalent to 2.5 per cent of the capital raised; * in respect of a Share Pledge, a fee equivalent to 3 per cent of the aggregate value of the SacOil Ordinary Shares subject to the Share Pledge; and * in respect of a Designated Transaction, a fee equivalent to 1.5 per cent of the value of the Designated Transaction. 6.1 Specific Issue to Encha In terms of the Encha Memorandum of Agreement, SacOil may elect to settle any remuneration due to Encha in terms of the Encha Memorandum of Agreement through the issue of SacOil ordinary shares. The prices at which such SacOil ordinary shares will be issued to Encha and the number of SacOil ordinary shares to be issued are as follows: * in respect of a Capital Raising fee, Encha shall be issued with such number of SacOil ordinary shares as have an aggregate value equivalent to the Capital Raising fee. The value of the SacOil ordinary shares to be issued shall be deemed to be the closing price of a SacOil ordinary share on the JSE on the date of first receipt of funds by SacOil under the relevant Capital Raising; * in respect of a Designated Transaction fee, Encha shall be issued with such number of SacOil ordinary shares as have an aggregate value equivalent to the Designated Transaction fee. The value of the SacOil ordinary shares to be issued shall be deemed to be the closing price of the SacOil ordinary shares on the JSE on the implementation date of the Designated Transaction; and * in respect of a Share Pledge fee, Encha shall be issued with such number of SacOil ordinary shares as have an aggregate value equivalent to the Share Pledge fee. The value of the SacOil ordinary shares to be issued shall be deemed to be the closing price of the SacOil ordinary shares on the JSE on the date of the Share Pledge. Encha is a material shareholder of SacOil. Accordingly, the SacOil ordinary shares issued in terms of the Specific Issue to Encha will be to a related party and will require approval by a 75 per cent majority of the votes cast in favour of such resolution by all Shareholders present or represented by proxy at a general meeting. In addition, SacOil will be required to obtain a fairness opinion from a JSE approved Independent Expert at each settlement date in accordance with paragraph 5.51(f) of the Listings Requirements. The details relating to each settlement of remuneration due to Encha through the issue of SacOil Ordinary Shares will be announced on SENS and in the press. 7. Pro forma financial effects The table below sets out the unaudited pro forma financial effects of the Transactions on SacOil`s basic earnings per share, headline earnings per share, net asset value per share and tangible net asset value per share. The unaudited pro forma financial effects have been prepared to illustrate the impact of the Transactions on the reported financial information of SacOil for the six months ended 31 August 2010, 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, the issue of 46 666 666 SacOil Ordinary Shares to the Public Investment Corporation for cash amounting to R70 000 000 wich was announced on 21 February 2011 ("Issue to PIC"), the acquisition by SacOil, through the joint venture between SacOil and Energy Equity Resources Limited, of 20 per cent participating interest in OPL 281 under the OPL 281 Production Sharing Contract which was announced on 28 February 2011 ("OPL 281 Acquisition"), the the restructure of SacOil`s proposed investment in oil concession rights pertaining to Block III, Albertine Graben in the DRC ("Block III Rights") and oil concession rights pertaining to Block I, Albertine Graben in the DRC (collectively "the Restructure") which was approved by Shareholders in general meeting on 20 September 2010 and the Transfer which was announced on 4 March 2011. The unaudited pro forma financial effects are based on the assumption that the Transactions occurred on 1 March 2010 for income statement purposes and on 31 August 2010 for balance sheet purposes. The pro forma financial effects have been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the audited annual financial statements of SacOil for the year ended 28 February 2010. The pro forma financial effect of the following have been shown separately in the table below: * the Bonus Issues; * the Conversion Issue; and * the Call Options. The pro forma financial effects of the Transfer and the Specific Issue to Renaissance have been shown, collectively, as the Specific Issue to Renaissance forms part of the transaction costs relating to the Transfer. The pro forma financial effects in respect of the Bonus Issues have been calculated based on the following assumptions: AIM Admission Bonuses * the AIM Admission Bonuses will be settled through the issue of SacOil ordinary shares; * the increase in the market capitalisation has been calculated for illustrative purposes as the market capitalisation on 3 March 2011, based on 674 090 410 SacOil ordinary shares in issue on that date and the closing SacOil ordinary share price on 3 March 2011 of R2.16, less the market capitalisation on 20 September 2010; and * the number of SacOil ordinary shares to be issued to Mr R Vela and Mr C Bird have been calculated for illustrative purposes using the 30- day VWAP to 3 March 2011 of R1.79. Annual Bonuses * the Annual Bonuses will be settled through the issue of SacOil ordinary shares; * the increase in the average market capitalisation has been calculated for illustrative purposes as the market capitalisation on 3 March 2011, based on 674 090 410 SacOil ordinary shares in issue on that date and the closing SacOil ordinary share price on 3 March 2011 of R2.16, less the market capitalisation on 1 October 2010; * the Annual Bonus payable to Mrs C de Beer will be equal to 2 times her annual basic salary; and * the number of SacOil ordinary shares to be issued to Mr R Vela, Mr C Bird and Mrs C de Beer have been calculated for illustrative purposes using the 30- day VWAP to 3 March 2011 of R1.79. The pro forma financial effects of the Conversion Issue have been calculated based on the following assumptions: * Tranche B and Tranche C were repaid and Renaissance elected to convert such repayments into SacOil ordinary shares on 1 March 2010. The Rand amounts repaid in respect of Tranche B and Tranche C were calculated for illustrative purposes using the exchange rate of R6.89 to US$1.00 on 3 March 2011 and the illustrative number of SacOil ordinary shares to be issued to Renaissance following the Conversion Issue has been calculated based on a 10 per cent discount to the 30-day VWAP to 3 March 2011 of R1.79. The pro forma financial effects of the Call Options have been calculated based on the following assumptions: * The IFRS 2 charge was calculated based the grant of 6 394 888 call options at the Tranche A Strike Price and 5 626 234 call options at the Tranche B Strike Price; and * The dilutionary effect of the Call Options has been calculated using the SacOil ordinary share price on 18 February 2011 of R1.85 in respect of Tranche A and 28 February 2011 of R1.96 in respect of Tranche B. 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 Transactions. After After OPL 233 OPL 233 Acqui- Acqui-
After OPL sition, sition, 233 the Issue the Issue Acqui- to PIC, the to PIC, the sition, OPL 281 OPL 281
Issue to Acqui- Acqui- PIC, the sition, the sition, the OPL 281 Restructure, Restructure, Acqui- the the
Before sition, the Transfer Transfer the Restructure and the and the Transact- and the Bonus Conversion ions(1) Transfer(2) Issues(3) Issue(4)
Loss per share (cents) (2.21) (25.48) (35.05) (24.15) Diluted loss per share (cents) (2.21) (25.48) (35.05) (24.15) Headline loss per share (cents) (2.21) (6.59) (17.34) (8.57) Diluted headline loss per share (cents) (2.21) (6.59) (17.34) (8.57) Net asset value per share (cents) 13.39 52.76 49.53 71.42 Tangible net asset value per share (cents) 13.39 (32.34) (30.36) 1.01 Weighted average number of shares in issue (`000) 314 800 362 263 386 389 439 305 Diluted weighted average number of shares in issue (`000) 314 800 362 263 386 389 439 305 Number of shares in issue (`000) 321 635 369 098 393 224 446 140 After After
OPL 233 OPL 233 Acqui- Acqui- sition, sition, the Issue the Issue
to PIC, the to PIC, the OPL 281 OPL 281 Acqui- Acqui- sition, the sition, the
Restructure, Restructure, the the Transfer Transfer and the and the
Call Transact- % Options(5) ions(6) Change(7) Loss per share (cents) (26.02) (32.61) (27.99) Diluted loss per share (cents) (26.02) (32.42) (27.24) Headline loss per share (cents) (7.13) (17.85) (170.79) Diluted headline loss per share (cents) (7.13) (17.74) (169.20) Net asset value per share (cents) 52.23 67.34 27.62 Tangible net asset value per share (cents) (32.87) 0.54 101.67 Weighted average number of shares in issue (`000) 362 263 463 431 27.93 Diluted weighted average number of shares in issue (`000) 364 997 466 165 28.68 Number of shares in issue (`000) 369 098 470 266 27.41 Notes: 1. The "Before the Transactions" basic earnings, diluted earnings, headline earnings and diluted headline earnings per share have been extracted without adjustment from the unaudited, published results of SacOil for the six months ended 31 August 2010. The "Before the Transactions" 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, the Issue to PIC, the OPL 281 Acquisition, the Restructure and the Transfer" 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 R6.87 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$1.0, 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; d. The issue of 46 666 666 SacOil Ordinary Shares to PIC at an issue price of R1.50 per SacOil Ordinary Share for cash; e. Payment by SacOil of 50 per cent of the US$20.0 million upon execution of the OPL 281 farm-in agreement, converted at R7.12 to US$1, being the closing rate on 24 February 2011, which has been capitalised in terms of IFRS 6: Exploration for and Evaluation of Mineral Resources; f. A long-term obligation of US$12.5 million, converted at R7.12 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; g. The payment of transaction costs of R0.3 million relating to the OPL 233 Acquisition, R1.8 million relating to the Issue to PIC and R0.3 million relating to the OPL 281 Acquisition; h. SacOil (Proprietary) Limited acquired the Block 3 Rights as a part of the Restructure and has been consolidated into SacOil as SacOil controls the management and decisions of SacOil (Proprietary) Limited. The Block 3 Rights held by SacOil (Proprietary) Limited were fair valued following the Restructure; i. Transfer of the Interest for a consideration of US$15.0 million, converted at R6.89 to US$1.0 on 3 March 2011. Due to its nature the contingent consideration amounting to US$54.0 million has not been raised in respect of the Transfer as the probability of the contingent consideration materialising cannot be measured realiably at this stage; j. A loss on Transfer of R68.4 million by SacOil and the allocation to outside shareholders of their share of the loss on Transfer amounting to R68.4 million; k. Settlement of the loan to Divine Inspiration Group (Proprietary) Limited ("DIG") amounting to R12.6 million through the receipt of R9.89 million (US$1.44 million converted at R6.89 to US$1 on 3 March 2011) from DIG in cash and capitalisation of costs amounting R2.67 million; and l. The payment of transaction costs of R4.19 million relating to the Transfer. The transaction costs include an amount of R1.72 million due to Renaissance in part settlement of advisory fees due to Renaissance in respect of the Transfer and which will be settled through the issue of 0.8 million SacOil Ordinary Shares at an issue price of R2.16 per SacOil ordinary share in terms of the Specific Issue to Renaissance as detailed in paragraph 3 above. 3. The "After the OPL 233 Acquisition, Issue to PIC, the OPL 281 Acquisition, the Restructure, the Transfer and the Bonus Issues " assumes: a. Adjustments in respect of notes 2 a. to l. above; b. The issue of 9 672 425 and 3 224 142 SacOil ordinary shares at the 30-day VWAP to 3 March 2011 of R1.79 to Mr R Vela and Mr C Bird, respectively, in settlement of the pro forma liability in respect of the AIM Admission Bonuses calculated as detailed in the assumptions above; c. The issue of 7 288 813 and 2 429 604 SacOil Ordinary Shares at the 30-day VWAP to 3 March 2011 of R1.79 to Mr R Vela and Mr C Bird, respectively, in settlement of the pro forma liability in respect of the Annual Bonuses calculated as detailed in the assumptions above; and d. The issue of 1 511 184 SacOil Ordinary Shares at the 30-day VWAP to 3 March 2011 of R1.79 to Mrs C de Beer in settlement of the pro forma liability in respect of her Annual Bonus calculated as detailed in the assumptions above. 4. The "After the OPL 233 Acquisition, Issue to PIC, the OPL 281 Acquisition, the Restructure, the Transfer and the Conversion Issue" assumes: a. Adjustments in respect of notes 2 a. to l. above; b. The conversion of Tranche B and Tranche C on 3 March 2010 into 77 041 627 SacOil ordinary shares at a 10 per cent discount to the 30-day VWAP on 3 March 2011 of R1.61 resulting in an IFRS 2 charge of R13.8 million; and 5. The "After the OPL 233 Acquisition, Issue to PIC, the OPL 281 Acquisition, the Restructure, the Transfer and the Call Options" assumes: a. Adjustments in respect of notes 2 a. to l. above; and b. The granting of 6 394 888 call options on 1 March 2010 at a 10 per cent discount to the 30-day VWAP on 18 February 2011 of R1.45 resulting in an IFRS 2 charge of R1.03 million. c. The granting of 5 626 234 call options on 1 March 2010 at a 10 per cent discount to the 30-day VWAP on 28 February 2011 of R1.49 resulting in an IFRS 2 charge of R0.9 million. 6. The "After the OPL 233 Acquisition, the Issue to PIC, the OPL 281 Acquisition, the Restructure, the Transfer and the Transactions" assumes all of the adjustments detailed in notes 2 to 5 above. Measured as the "After the OPL 233 Acquisition, the Issue to PIC, the OPL 281 Acquisition, the Restructure, the Transfer and the Transactions" column as a percentage of the "After the OPL 233 Acquisition, the Issue to PIC, the OPL 281 Acquisition, the Restructure and the Transfer" column. 8. Documentation A circular containing the information required in terms of the JSE Listing Requirements and incorporating a notice convening a SacOil general meeting to approve the implementation of the Transfer and the Transactions will be posted to beneficial Shareholders on or about 16 March 2011. 9. Salient dates and times 2011 Last day for receipt of forms of proxy for the General Meeting by no later than 10:00 on Tuesday, 29 March General Meeting of Shareholders to be held at 10:00 on Thursday, 31 March Results of the General Meeting of Shareholders published on SENS on Thursday, 31 March Results of the General Meeting of Shareholders published in the press on Friday, 1 April Specific Issue to Renaissance SacOil Ordinary Shares issued and listed, subject to Shareholder approval on Monday, 4 April Bryanston 11 March 2011 Sponsor BDO Corporate Finance Corporate legal advisor Deneys Reitz Inc. Corporate Adviser Renaissance BJM Securities (Proprietary) Limited Independent Reporting accountants and Auditors BDO South Africa Corporation Independent expert Mazars Corporate Finance (Proprietary) Limited Date: 11/03/2011 13:11:38 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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