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SCL - SacOil Holdings Limited - Proposed specific issue of equity to raise
R75 000 000 and cautionary announcement
SacOil Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL
AIM share code: SAC
ISIN: ZAE0000127460
("SacOil" or "the Company")
PROPOSED SPECIFIC ISSUE OF EQUITY TO RAISE R75 000 000 AND CAUTIONARY
ANNOUNCEMENT
1. Proposed specific issue of shares for cash
SacOil shareholders ("Shareholders") are advised that SacOil is proposing,
subject to Shareholder and regulatory approvals,
- a specific issue of ordinary shares of no par value in SacOil
("Ordinary Shares") to Timtex Investments (Proprietary) Limited
("Timtex"), an associate of Encha Group Limited (currently a material
shareholder in SacOil holding 36.01% of the issued Ordinary Shares) and
a related party in terms of the JSE Limited("JSE")Listings
Requirements. Timtex holds 4.96 per cent in the issued capital of
SacOil. Timtex has signed an irrevocable undertaking to subscribe for
111 940 298 new Ordinary Shares at an issue price of 67 cents per share
("the Issue Price"), being the closing price of an Ordinary Share on 29
August 2011, the day before Timtex signed such irrevocable undertaking
("the Signature Date")("the Specific Issue").
The proceeds of R75 000 000 from the proposed Specific Issue have already
been received by SacOil, and will be utilised to fund the Company`s
operations and projects.
The Issue Price will be at a premium to the weighted average traded price of
SacOil securities over the thirty business days prior to the Signature Date.
A promoter`s fee of R1 500 000 will also be paid to Encha in terms of a
letter of agreement between SacOil and Encha which entitles Encha to a
promotor`s fee equal to 2 per cent of gross equity raised through
introduction by Encha. The agreement to pay such fee, which is subject to
the approval of the Specific Issue by Shareholders, is considered to be a
related party transaction pursuant to the AIM Rules for Companies because
Encha is a substantial shareholder in the Company.
The directors of SacOil, having consulted with the Company`s nominated
adviser, finnCap, consider that the terms of such agreement are fair and
reasonable insofar as the Shareholders are concerned.
2. Pro forma financial effects of the Specific Issue
The table below sets out the unaudited pro forma financial effects of the
Specific Issue on SacOil`s basic earnings, headline earnings, net asset
value and tangible net asset value per Ordinary Share. The unaudited pro
forma financial effects have been prepared to illustrate the impact of the
Specific Issue on the audited, published financial information of SacOil for
the year ended 28 February 2011, had the Specific Issue occurred on 1 March
2010 for income statement purposes and on 28 February 2011 for balance sheet
purposes.
The pro forma financial effects have been prepared using accounting policies
that comply with International Financial Reporting Standards and that are
consistent with those applied in the audited, published financial statements
of SacOil for the year ended 28 February 2011.
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 Specific Issue.
Before the After the % Change
Specific Specific
Issue1 Issue2
Published Pro forma
Loss per share (cents)
(6.67) (5.57) (16.49)
Diluted loss per share
(cents) (6.21) (5.57) (10.30)
Headline loss per share
(cents) (6.62) (5.57) (15.80)
Diluted headline loss per
share (cents) (6.16) (5.57) (9.56)
Weighted average number of
shares in issue (000`s) 449 628 622 561 568 24.90
920
Weighted average number of
shares in issue for dilution 482 933 133 561 568 16.28
(000`s) 920
Net asset value per share
(cents) 69.57 69.09 (0.69)
Net tangible asset value per
share (cents) 11.03 18.88 71.17
Number of shares in issue 674 090 410 786 030 16.61
(000`s) 708
1 The "Before the Specific Issue" basic loss, diluted loss, headline loss
and diluted headline loss per ordinary share have been extracted
without adjustment from the audited, published results of SacOil for
the year ended 28 February 2011. The "Before the Specific issue" net
asset value and net tangible asset value per Ordinary Share have been
calculated from the financial information presented in the audited,
published results of SacOil for the year ended 28 February 2011.
2 The "After the Specific Issue" is based on:
(a) Issue of 111 940 298 new Ordinary Shares at 67 cents per ordinary
share, being the closing price of SacOil Ordinary Shares on 29
August 2011; and
(b) Estimated transaction costs of R1,5m in relation to the Specific
Issue
3 Documentation
A circular, setting out the full terms of the Specific Issue and
incorporating a notice convening a general meeting of Shareholders of
Ordinary Shares to approve the implementation of the Specific Issue
will be posted on or about 30 September 2011.
4 Cautionary Announcement
Shareholders are advised that the Company is considering various
proposals and potential transactions, which if successfully concluded,
may have a material effect on the price of SacOil`s securities.
Accordingly, Shareholders are advised to exercise caution when dealing
in the Company`s securities until a further announcement is made in
this regard.
Johannesburg
2 September 2011
Sponsor
The Standard Bank of South Africa Limited
For further information, please contact:
SACOIL
United Kingdom Enquiries
Tavistock Communications
Jos Simson/ Ed Portman
Tel: +44 (0)20 7920 3150
South African Enquiries
The Riverbed Agency
Raphala Mogase
Tel: +27 (0) 11 783 7903
finnCap Ltd
(Nominated Adviser and Joint Broker to SacOil)
Matthew Robinson/Ed Frisby
Tel: +44 (0) 20 7600 1658
Shore Capital Stockbrokers Ltd
(Joint Broker)
Jerry Keen/Bidhi Bhoma/Toby Gibbs
Tel: +44 (0) 20 7408 4050
Date: 02/09/2011 11:35:05 Supplied by www.sharenet.co.za
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