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Conversion of Gairloch loans to equity
SACOIL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL AIM share code: SAC
ISIN: ZAE000127460
(“SacOil” or the "Company”)
Conversion of Gairloch loans to equity
1. Background
Shareholders are referred to the Circular issued on 8 May 2013 and the announcement made on the
same date. Capitalised terms in this announcement shall have the same meaning given to them in
the Circular unless the context requires otherwise. This further announcement to Shareholders is in
response to a number of comments and questions which have been received by the Board in
relation to the matters contained in the Circular.
The Circular calls a General Meeting of the Shareholders to consider and, if deemed fit, approve the
Resolution authorising the conversion of US$17.6m of debt and accrued interest held by Gairloch to
equity in SacOil at a price of R0.32037 per Share (the “Specific Issue”).
2. Consequences of a “No” vote
SacOil was introduced to Rencap Securities (Pty) Limited ("Rencap") some years ago,and entered
into a number of loan agreements with the financier. The loan raised from Rencap, and
subsequently novated to Gairloch, was on broadly comparable terms with previous Rencap loans
taken on by the Company.
Over the past few years private equity and capital markets have proved extremely difficult for small
resources companies to raise substantial funding due to a lack of investor appetite.With no
operating income to cover interest expense, and a high risk profile due to the nature of the
company, financiers,who have been prepared to lend monies, have been able to demand onerous
funding returns through high interest rates, raising fees, rollover fees and equity structured upside.
The Gairloch loan and related terms emanated from the previous Rencap loan.The details of the
novation of theRencap loan to Gairloch were announced to Shareholders on 31 December 2012.
The funds raised by the Rencap loan are still held as part of a US$10m cash deposit with Ecobank
and utilised as collateral for the US$25m performance bond posted.
Shareholders should be aware that failure to vote in favour of the Resolution to approve the Specific
Issue and the resultant conversion of the Gairloch loans into Shares will(in the Board’s view) have a
detrimental effect on the Company as in the absence of this approval the Company may have a
material uncertainty regarding going concern due to the inability to settle the abovementioned loans
and to secure the funding required for the future development of the Company and its projects.On
the basis of advice from the Company’s auditors it is the board’s clear view that this may
consequentlyresult in a modification of the audit report on the going concern of the Company in the
annual financial statements for the year ended 28 February 2013, if the Company is unable to secure
sufficient alternative funding. The Company does continue to consider alternatives. It is also the
Board’s view that any future issue of Shares to raise funds to enable the repayment of the Gairloch
loans, may result in a greater dilution to Shareholders than what is proposed in terms of the Specific
Issue.
3. Benefits of a “Yes” vote
The Specific Issue, if approved by Shareholders, would make SacOil debt free with the accompanying
improved ability to raise significant further funds for investment in its projects. Following the
Specific Issue, Gairloch would hold a 33.89% interest (pre the sell-down detailed in the paragraph
below) in the total issued Sharesof SacOil.Gairloch is a private company with material interests in
infrastructure and manufacturing in Nigeria. Gairloch, also holds a 25% interest in EER and thus the
introduction of Gairloch into the Company as a substantial shareholder will provide the Company
with greater alignment with its Nigerian joint venture partner and also position the Company to
better grow its Nigerian business.
4. Proposed sell-down by Gairloch
Gairloch have notified the Company that they will, subject to the Specific Issue being approved by
Shareholders at the General Meeting, procure that their nominees offer to the market (by way of
sale order within one week of the Shares being admitted to trade on the Johannesburg Stock
Exchange), 200,375,423 Shares (representing 13.89% of SacOil’s enlarged issued share capital, post
the Specific Issue) for cash at the same Share price as the Specific Issue, primarily in order to enable
existing Shareholders to clawback a portion of the Shares being issued to Gairloch as a result of the
Specific Issue. The sale order will be for a period of atleast2 trading days beginning at the time the
offer is made.
5. Board’s recommendation
Accordingly, the majority of theBoard of SacOil believes that the Specific Issue is in the best interests
of the Company and its Shareholders. The Board therefore recommends that Shareholders vote in
favour of Special Resolution Number 1 to approvethe Specific Issue.
Board of Directors
SacOil Holdings Limited
29May 2013
ENDS
JSE Sponsor
Nedbank Capital
For further information please contact:
finnCap Limited (Nominated Adviser and Broker) +44 (0) 20 7220 0500
Matthew Robinson / Christopher Raggett
FirstEnergy Capital (Joint Broker UK) +44 (0) 20 7448 0200
Majid Shafiq
Travis Inlow
GMP Securities Europe LLP (Joint Broker UK) +44 (0) 20 7647 2800
James Pope
Chris Beltgens
KeyterRech Investor Solutions (SA)
Vanessa Ingram +27 (0) 11 447 2993
Lynne Bothma
Pelham Bell Pottinger(UK)
Philip Dennis +44 (0) 20 7861 3919
Nick Lambert +44 (0) 20 7861 3936
Rollo Crichton-Stuart +44 (0) 20 7861 3918
Date: 29/05/2013 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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