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Acquisition of a 100% interest in the Lagia oil field, and 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: ZAE000127460
(“SacOil” or “the Company”)
Acquisition of a 100% interest in the Lagia oil field, onshore Sinai Peninsula, Egypt
Further cautionary announcement
1. Introduction
SacOil, the African independent upstream oil and gas company, is pleased to announce that it
has entered into a sale and purchase agreement dated 9 September 2014 (the “Agreement”) to
acquire a Cyprus-registered exploration and production company, Mena International
Petroleum Company Ltd (“MIP”), from Mena International Petroleum Holdings Company Ltd
(the “Seller”), a wholly-owned subsidiary of TSX Venture listed Mena Hydrocarbons Inc.
(TSXV:MNH) (“Mena Hydrocarbons”) (the “Acquisition”).
2. Rationale for the Acquisition
SacOil’s current strategy is to grow and balance its existing portfolio on the African continent
through the addition of reserves and production to its asset base. The two-pronged approach of
this strategy includes:
- the monetization of the existing assets; and
- expansion of the portfolio to deliver production and cash flows.
MIP has a 100% interest in the development lease for the Lagia oil field, covering an area of
approximately 32 square kilometres on the Sinai Peninsula in Egypt. The Lagia oil field is at a
development stage with heavy oil (16-18° API) in shallow reservoirs and light oil potential in
deeper reservoirs. The assets include existing production facilities and oil storage for 3 000
barrels of oil. The field is currently in test production and SacOil intends to implement a phased
development programme to bring the field into full production. Phase 1 will include the
hydraulic stimulation of 4 existing wells and the work-over of 1 well, commencing as soon as
practicable after closing the Acquisition, and will be funded from existing cash resources.
Following completion of the Acquisition, which is expected on or before 31 October 2014 (the
“Completion Date”), SacOil will provide further updates on its planned future development
activities and investments in the Lagia oil field.
Highlights of the Acquisition include:
- The Lagia oil field represents the acquisition by SacOil of a de-risked onshore development
asset in Egypt with short timelines to production and cash flows;
- Proven plus probable reserves net to MIP of 6.174 million barrels (audited by Degolyer
and MacNaughton as at the year ended 31 December 2013); and
- The Acquisition represents a strategic entry to Egypt, where SacOil sees the potential to
build a substantial E&P business.
3. Terms of the Acquisition
SacOil will, subject to fulfilment of the conditions precedent set out below, acquire all the issued
shares in MIP (the “Sale Shares”) from the Seller, with effect from 9 September 2014 (the
“Effective Date”).
As consideration for the Acquisition (the “Acquisition Consideration”), the Seller will be entitled
to receive US$ 10 million in SacOil shares via the issuance of 183 666 947 ordinary shares in the
Company (the “Consideration Shares”), based on the 30 day volume weighted average price of
the SacOil shares on the JSE for the period ended 8 September 2014. The Consideration Shares
shall be issued to Mena Hydrocarbons and shall not be traded for a period of 4 months
following the Completion Date. The Acquisition Consideration shall be reduced by issuing fewer
Consideration Shares should the working capital deficiency on the Completion Date be greater
than US$4.1 million.
In addition, SacOil will settle in cash all MIP's liabilities, to a maximum value of US$ 4.1 million
(the “Cash Consideration”). The Cash Consideration includes an amount of US$1,857,319 due to
the holders of various promissory notes (the “Promissory Notes”). SacOil may from the Effective
Date elect to pay MIP’s trade creditors directly, subject to a maximum of US$250,000 (the
“Loan”). Should the Acquisition not be completed, the Loan will become immediately due and
payable.
There was no profit attributable to MIP in the last financial year
4. Conditions precedent
The Acquisition is subject to representations and warranties normal for a transaction of this
nature. The Acquisition is subject to fulfilment of the following conditions precedent on or
before the Completion Date:
4.1 the completion of the financial due diligence investigations into the affairs of MIP;
4.2 receipt of relevant confirmation from the Egyptian General Petroleum Corporation
(“EGPC”) in relation to certain historical costs recoveries due to MIP and other such
matters related to the petroleum operations of MIP;
4.3 receipt of confirmations from the Cyprus Registrar of Companies and the Cyprus Inland
Revenue of various administrative and financial matters in relation to MIP;
4.4 receipt of MIP’s unqualified audited financial statements for the period ended 31
December 2013;
4.5 MIP’s working capital on the Completion Date showing a deficiency no greater than
US$2,242,681 (excluding the Promissory Notes);
4.6 the delivery by the Seller of various administrative documents and copies of directors’
and shareholders’ resolutions;
4.7 approval of the Mena Hydrocarbons’ and the Seller’s shareholders, and no more than 5%
of Mena Hydrocarbons’ shareholders having exercised their dissent rights;
4.8 security for the Loan, in the event that the Acquisition does not proceed to completion;
4.9 the release of the Seller’s obligations under a letter of guaranty referred to in the
concession agreement in relation to the Lagia oil field;
4.10 SacOil having placed US$ 1,857,319 (one million eight hundred fifty seven thousand
three hundred and nineteen) in escrow to settle the Promissory Notes;
4.11 the JSE and AIM having approved the listing of the Consideration Shares;
4.12 no law or governmental order shall have been enacted prohibiting the Acquisition;
4.13 notification to, and receipt of written confirmation from, EGPC and the Arab Republic of
Egypt of the transfer of the Sale Shares to SacOil and the change in control of MIP;
4.14 confirmation from the holders of the Promissory Notes of the settlement amount as at
the Completion Date and release of security over the Sale Shares;
4.15 receipt of relevant approvals from the TSX Venture Exchange, AIM, the JSE and any other
relevant securities commissions; and
4.16 the execution by certain shareholders of MENA Hydrocarbons of an “Orderly Marketing
Agreement”, as defined in the Agreement, for a 6 month period following the end of the
4 month lock up period.
As a result of the Acquisition, MIP will become a subsidiary of SacOil and confirmation is hereby
given in terms of paragraph 9.16 of the JSE Listings Requirements that SacOil will ensure that
none of the provisions in the Memorandum of Incorporation (“MoI”), or such similar document,
of MIP will frustrate SacOil in any way from compliance with, nor relieve it from, its obligations
in terms of the JSE Listings Requirements.
5. Pro forma financial effects of the Acquisition
The pro forma financial information applicable to the Acquisition is still in the process of being
finalised and will be published in due course.
6. Categorisation of the Acquisition
The Acquisition is categorised as a Category 2 transaction for SacOil in terms of the JSE Listings
Requirements.
7. Further cautionary announcement
Shareholders are referred to the cautionary announcement dated 11 August 2014, and until
such time as the pro forma financial effects in relation to the Acquisition have been published,
they are advised to continue to exercise caution when dealing in the Company’s securities.
8. Commentary
Commenting on the Acquisition, Dr Thabo Kgogo, SacOil CEO, said, "The signing of a definitive
agreement to acquire Mena International Petroleum Company Ltd is another significant
milestone in the history of the Company, and endorses our short to medium term strategy of
balancing our existing exploration and appraisal portfolio with lower risk production and
development assets. We welcome our new shareholders and this opportunity to expand into a
new geographical location, which continues our strategy of building a substantial Pan African
company”.
Commenting further, he noted, “This acquisition represents the first booked reserves for the
Company and through our anticipated development programme, we will be targeting a daily
production rate from the Lagia oil field of more than 1,000 barrels of oil per day by Q4 2015.”
FirstEnergy Capital LLP is acting as financial adviser to SacOil on the Acquisition.
Johannesburg
10 September 2014
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 (Financial Adviser and 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: 10/09/2014 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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