SACOIL HOLDINGS LIMITED - Results of Rights Offer and Specific Issue of Shares

Results of Rights Offer and Specific Issue of Shares

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”)

        RESULTS OF RIGHTS OFFER AND SPECIFIC ISSUE OF SHARES

1. Introduction

SacOil Shareholders are referred to the circular posted to Shareholders on 7 November 2013
(the “Circular”) containing details of the capital raising of up to R570 million by way of a
renounceable rights offer and the conversion of the Gairloch debt to equity.

Capitalised terms in this announcement shall have the same meaning given to them in the
Circular, unless the context indicates otherwise.

2. Results of Rights Offer

SacOil Shareholders are advised that the Rights Offer closed on Friday, 24 January 2014. A
total amount of R336,582,418 has been raised by the Company in terms of the Rights Offer.
SacOil Shareholders, or their renouncees, subscribed for 25,756,139 SacOil Shares in terms
of their existing shareholdings and 1,542,768 SacOil Shares in terms of excess applications,
comprising 1.22% and 0.07% of the 2,111,111,111 SacOil Shares offered in terms of the
Rights Offer, respectively, and 1.29% combined. The PIC subscribed for 1,219,302,642
SacOil Shares in terms of the PIC Undertaking, comprising 57.76% of the 2,111,111,111
SacOil Shares offered in terms of the Rights Offer.

On Monday, 27 January 2014, share certificates will be posted to Certificated Shareholders
who followed their rights and the CSDP or broker accounts of Dematerialised Shareholders,
or their renouncees, who followed their rights will be debited and updated.

On Wednesday, 29 January 2014, share certificates will be posted to Certificated
Shareholders in respect of successful applications. In addition, the CSDP or broker accounts
of Dematerialised Shareholders who have applied for excess applications will be debited and
updated according to the excess applications allocated to them.

3. The Specific Issue

SacOil Shareholders are advised that 883,449,144 SacOil Shares will be issued to nominees
of Gairloch for R238,531,269 in settlement of the Gairloch Loans.

The Specific Issue Shares are expected to be listed on the JSE on Monday, 27 January 2014.
Application has been made for Rights Offer Shares and the Specific Issue Shares to be
admitted to trading on AIM, which is expected to occur on or about Thursday, 30 January
2014.

Following the Rights Offer and the Specific Issue, the beneficial shareholdings, held directly
or indirectly, in the issued ordinary stated capital of SacOil for each of the Government
Employee Pension Fund and Gairloch, are set out below:
                                                            Total shares held                    Shareholding
                                                                                                                 1
Beneficial Shareholder                               Direct interest      Indirect interest                   (%)
                                                                                                       3
Government Employee Pension Fund 2                     1 377 909 606                 0           44.65%
                    
Gairloch Limited 4                                                0        883 449 144          28.63%
Total                                                 1 377 909 606        883 449 144          73.28%

1. Based on 3,086,169,261 SacOil Shares in issue following the Rights Offer and the Specific Issue.
2. The PIC Undertaking was provided by the PIC in its capacity as the fund manager for the GEPF.
3. SacOil Shareholders approved the Whitewash Resolution to waive the benefit of a mandatory offer from the PIC
   in terms of section 123(3) of the Companies Act, in the event that GEPF’s shareholding post the Rights Offer and
   the Specific Issue is equal to or exceeds 35% of SacOil’s issued share capital.
4. Gairloch’s beneficial shareholding in SacOil is to be held via the Gairloch Nominees.



Johannesburg
27 January 2014

JSE Sponsor
Nedbank Capital

For further information please contact:

SacOil Holdings Limited
Roger Rees / Tariro Mudzimuirema                                                    +27 (0)11 575 7232

Nedbank Capital, a division of Nedbank Limited                                      +27 (0) 11 294 3524
(Investment Bank, Corporate Advisor and Sponsor)
Michelle Benade

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

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: 27/01/2014 05:00:00 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.