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SCL - SACOIL Holdings Limited - USD25m Standby Equity Distribution
Agreement/Pro forma financial effects/Further 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" or "the Group")
USD25m Standby Equity Distribution Agreement
Pro forma financial effects
Further cautionary announcement
1. Introduction
Shareholders of SacOil ("Shareholders") are referred to the announcement
released on the Securities Exchange News Service ("SENS") of the JSE Limited
("JSE") and on the Regulatory News Service of the London Stock Exchange on
Friday, 2 September 2011 regarding the specific issue of ordinary shares to
Timtex Investments (Proprietary) Limited ("Timtex"), an associate of Encha
Group Limited ("Encha") ("the Specific Issue"), the promoter`s fee of R1 500
000 payable to Encha ("the Promoter`s Fee") and the cautionary announcement
(collectively "the Announcement")).
2. USD25m Standby Equity Distribution Agreement
On Wednesday, 12 October 2011 SacOil entered into a Standby Equity
Distribution Agreement ("SEDA") of USD25m ("Commitment Amount") with Yorkville
Advisers UK LLP ("YA"), an exempt limited partnership registered in the Cayman
Islands.
The SEDA is available, unless otherwise terminated earlier in accordance with
its terms, for a period of three years and the number and timing of each
advance draw down ("Advance") is at the discretion of the Company provided
that the Company shall not be entitled to draw down more than one advance
every five trading days, unless otherwise approved by YA.
Limitations on the number of Advances as well as the quantum of the Advances,
ensures a spread of the drawdown amounts over a three year period. In
spreading the drawdowns over three years, the dilution of existing
Shareholders is also spread to avoid sudden dilution of existing Shareholders`
interests in the Company.
Each Advance by the Company will be settled by the issue of new Ordinary
Shares ("Ordinary Shares"). Any Ordinary Shares to be issued in relation to an
Advance shall be listed on the JSE and admitted to trading on AIM. The number
of Ordinary Shares to be issued in relation to an Advance shall be equal to
the Advance amount divided by the purchase price, where the purchase price
shall be 94% of the lowest of the daily volume weighted average prices
("VWAP") of the Ordinary Shares of the Company during the period of 5
consecutive trading days beginning on the first trading day after the date of
the Advance notice.
The SEDA improves SacOil`s ability to fund its current and future operational
obligations.
Any issue of shares in terms of the SEDA constitutes a specific issue of
shares for cash in terms of JSE Listings Requirements, and accordingly
requires approval by Shareholders.
3. Pro Forma financial effects
Shareholders are advised that updated unaudited pro forma financial effects
relating to the Specific Issue and the Promoters Fee as published in the
Announcement, has been set out below. The table below furthermore includes
the unaudited pro forma financial effects of SEDA.
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.
It has been assumed for purposes of the pro forma financial effects that the
proposed transactions took place with effect from 1 March 2010 for statement
of comprehensive income purposes and at 28 February 2011 for statement of
financial position purposes.
The unaudited pro forma financial effects set out below are the responsibility
of the directors of the Company and have been prepared for illustrative
purposes only and because of their nature may not fairly present the financial
position, changes in equity, and results of operations or cash flows of SacOil
after the transactions.
Before After the Percentage After the Percentage
1 Specific change Specific change
Issue and (%)3 Issue, (%)5
Promoter`s Promoter`s
Fee2 Fee and
SEDA4
Loss per share (6.67) (5.30) 20.59 (3.33) 37.17
(cents)
Diluted loss per (6.21) (5.00) 19.48 (3.21) 35.82
share (cents)
Headline loss per (6.62) (5.30) 19.93 (3.30) 37.69
share (cents)
Diluted headline loss (6.16) (5.00) 18.82 (3.18) 36.34
per share (cents)
Net asset value per 69.57 69.08 (0.71) 65.39 (5.34)
share (cents)
Net tangible asset 11.03 18.87 71.10 30.33 60.74
value per share
(cents)
Weighted average 449 629 561 569 24.90 901 198 60.48
number of shares in
issue (000`s)
Weighted average 482 933 594 873 23.18 934 503 57.09
number of shares in
issue for dilution
(000`s)
Number of shares 674 090 786 031 16.61 1 125 660 43.21
issued (000`s)
Notes:
The pro forma financial effects of the SEDA have been calculated based on the
following assumptions:
- YA advanced a maximum commitment amount of USD25m to SacOil and elected
to subscribe for up to the South African Rand equivalent in Ordinary
Shares on 28 February 2011; and
- The Rand amount in respect of the Commitment Amount was calculated for
illustrative purposes using the exchange rate of R7.93 to USD1.00 on 11
October 2011, being the last practicable date and using an estimated
number of shares of 339 629 332 which has been calculated based on the
conversion price of 58 cents per Ordinary Share, being a 6.0% discount to
the 5 day VWAP of Ordinary Shares to 11 October 2011.
1. The "Before" column has been extracted without adjustment from the
audited, published results of SacOil for the year ended 28 February
2011. The "Before" net asset value and net tangible asset value per
SacOil 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 and the Promoter`s Fee" is based on:
(a) Issue of 111, 940, 298 new Ordinary Shares at R0.67 per
Ordinary Share, being the closing price of SacOil Ordinary
Shares on 29 August 2011;
(b) Payment of the Promoters Fee of R1, 500, 000 (Including VAT) to
Encha. As this cost was incurred in the course of issuing
ordinary shares in SacOil it has been debited directly to
equity in terms of IAS 32: Financial Instruments;
(c) Payment of estimated transaction costs amounting to R279, 000
in respect of the specific issue to Timtex. As these costs were
incurred in the course of issuing ordinary shares in SacOil
they have been debited directly to equity in terms of IAS 32:
Financial Instruments; and
(d) No income benefit has been attributed to the cash received in
respect of the specific issue of shares as the proceeds with be
used to fund working capital.
3. Measured as the "After the Specific Issue and the Promoter`s Fee"
column as a percentage of the "Before" column.
4. The "After the Specific Issue, the Promoters Fee and the SEDA" is
based on:
(a) the adjustments detailed in note 2 above;
(b) The conversion of the maximum commitment amount of USD 25, 000,
000 on 28 February 2011 into 339 629 332 ordinary shares at a
6,0 % discount to the 5-day volume weighted average price
(Rounded up to the nearest half cent) to 11 October 2011;
(c) Payment of implementation fee of R3 962 642, due diligence fee
R123 710 and legal expenses of R185 566, in respect of the
SEDA. As these costs were incurred in the course of issuing
ordinary shares in SacOil they have been debited directly to
equity in terms of IAS 32: Financial Instruments;
(d) Payment of estimated transaction costs amounting to R736 000 in
respect of the specific issue to YA. As these costs were
incurred in the course of issuing ordinary shares in SacOil
they have been debited directly to equity in terms of IAS 32:
Financial Instruments; and
(e) No income benefit has been attributed to the cash received in
respect of the specific issue of shares as the proceeds with be
used to fund working capital
5. Measured as the "After the Specific Issue, the Promoter`s Fee and
the SEDA" column as a percentage of the "After the Specific Issue
and the Promoter`s Fee " column
4. Circular to Shareholders
In the Announcement, Shareholders were advised that a circular, setting out
the full terms of the Specific Issue, the Promoter`s Fee and incorporating a
notice convening a general meeting of Shareholders of ordinary shares would be
posted on or about 30 September 2011.
Shareholders are herewith advised that a Circular is currently in the process
of being approved by the JSE, setting out full details of the Specific Issue,
the Promoters Fee and SEDA, and which will be posted to Shareholders before
the end of October 2011.
The salient dates and times of the general meeting will be announced in due
course.
5. Further cautionary announcement
Shareholders are advised that the Company continues to consider 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 continue to exercise caution when dealing in the
Company`s securities until a further announcement in this regard is made.
Johannesburg
13 October 2011
JSE Sponsor
The Standard Bank of South Africa Limited
For further information please contact:
AIM Nominated Adviser and Joint Broker
finnCap Ltd
Matthew Robinson / Christopher Raggett +44 (0)20 7220 0500
Joint Broker (United Kingdom)
Shore Capital Stockbrokers Ltd
Jerry Keen / Bidhi Bhoma +44 (0)20 7408 4090
Public Relations (South Africa)
The Riverbed Agency (SA)
Raphala Mogase / Bongiwe Moeli +27 (0) 11 783 7903
Public Relations (United Kingdom)
Pelham Bell Pottinger (UK)
Philip Dennis +44 (0)20 7861 3919
Nick Lambert +44 (0)20 7861 3936
Rollo Critchton-Stuart +44 (0)20 7861 3918
Date: 13/10/2011 15:00:40 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,
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