Wrap Text
Publication of Circular, Notice of Extraordinary General Meeting and Update on Delisting from AIM
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”)
PUBLICATION OF CIRCULAR, NOTICE OF EXTRAORDINARY GENERAL
MEETING AND UPDATE ON DELISTING FROM AIM
Shareholders are referred to the announcement made by the
Company on 6 March 2017 in which it was noted that the board
of directors of the Company believes that it is in the best
interests of the Company and its shareholders as a whole for
the Company to cancel the admission of the ordinary shares to
trading on AIM (the “Cancellation”).
In accordance with Rule 41 of the AIM Rules, the Cancellation
is conditional upon the approval of not less than 75 per cent
of the votes cast by shareholders (whether present in person
or by proxy) in general meeting.
The Company therefore announces its intention to seek
shareholders' approval for the Cancellation. An explanatory
circular (“the Circular”) will be posted to shareholders today
setting out the background to and reasons for the Cancellation,
the reasons why the directors believe that this is in the best
interests of the Company and its shareholders as a whole and
their recommendation to shareholders to vote in favour of the
resolution (the “Resolution”). A copy of the Circular is
available at www.sacoilholdings.com.
An extraordinary general meeting of the Company will be held
at 1st Floor, 12 Culross Road, Bryanston, on Monday, 22 May
2017 at 10h00 where the Resolution will be proposed to the
shareholders for approval. A notice convening the
extraordinary general meeting can be found in the Circular.
The date on which shareholders must be recorded as such in the
share register to be eligible to vote at the extraordinary
general meeting is Friday, 12 May 2017, with the last day to
trade being Tuesday, 9 May 2017.
Subject to the Resolution being passed at the Extraordinary
General Meeting, cancellation of the Company’s Ordinary Shares
to trading on AIM will become effective at 7.00 a.m. on
Wednesday 31 May 2017. Pursuant to Rule 41 of the AIM Rules,
the Company, through its nominated adviser, finnCap Limited,
has notified the London Stock Exchange of the proposed
Cancellation.
Up to and until Cancellation, trading in the Company's shares
on AIM will remain suspended but they will continue to trade
on the JSE.
Further information regarding the background to and principal
effects of the Cancellation is set out at the bottom of this
announcement.
JSE Sponsor
PSG Capital Proprietary Limited
24 April 2017
For further information please contact:
SacOil Holdings Limited
Damain Matroos
+27 (0)10 591 2260
finnCap Limited (Nominated adviser and broker)
Christopher Raggett and James Thompson
+44 (0) 20 7220 0500
Buchanan (Financial PR adviser)
Ben Romney / Chris Judd
+44 (0)20 7466 5000
ABOUT SACOIL
SacOil is a South African based independent African oil and gas
company, dual-listed on the JSE and AIM. The Company has a
diverse portfolio of assets spanning production in Egypt;
exploration and appraisal in the Democratic Republic of Congo,
Malawi and Botswana; and midstream projects including crude
trading in Nigeria and a terminal project in Equatorial
Guinea. Our focus as a Group is on delivering energy for the
African continent by using Africa's own resources to meet the
significant growth in demand expected over the next decade. The
Company continues to evaluate industry opportunities throughout
Africa as it seeks to establish itself as a leading, full-cycle
pan-African oil and gas company.
BACKGROUND AND REASON FOR CANCELLATION
The Board has conducted a review of the advantages and
disadvantages to the Group and its Shareholders in retaining
its quotation on AIM, and believes that Cancellation is in the
best interests of the Company and its Shareholders as a whole.
In reaching this conclusion, the Board has considered the
following key factors:
• the cost, management time and the legal and regulatory
burden associated with maintaining the Company’s admission
to trading on AIM which, in the Directors’ opinion, are
disproportionate to the benefits to the Company;
• approximately 93.8 percent of the Company’s current issued
share capital is traded on the JSE and, as a result, the
free float and liquidity of the Ordinary Shares on AIM is
limited; and
• the AIM listing of the Ordinary Shares does not, in itself,
offer investors the opportunity to trade in meaningful
volumes or with frequency within an active market. With
little trading volume, the Company’s share price can move
up or down significantly following trades of small numbers
of shares. Following careful consideration, the Board
believes that it is in the best interests of the Company
and Shareholders to seek the proposed Cancellation at the
earliest opportunity.
PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION
Under the AIM Rules, the Company is required to give at least
20 clear Business Days’ notice of Cancellation. Additionally,
Cancellation will not take effect until at least five clear
Business Days have passed following the passing of the
Resolution. If the Resolution is passed at the Extraordinary
General Meeting, the Cancellation will take effect at 07:00
(London time)/ 08:00 (Johannesburg time) on Wednesday, 31 May
2017 (the “Effective Date”).
The principal effects of the Cancellation will be that:
there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares on AIM, but Shareholders
will be able to trade their Ordinary Shares on the JSE subject
to undertaking certain actions, as set out in this document;
the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply, but the regulatory framework of the JSE will
still apply;
Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of
certain events, and the Company will no longer be required to
obtain shareholder approval for certain transactions, where
applicable, including substantial transactions, reverse
takeovers, and fundamental changes in the Company’s business,
albeit similar protection may be afforded pursuant to the JSE
Listings Requirements and South African company law;
the Company will cease to have an independent nominated adviser
and broker, but will maintain its JSE Sponsor as required in
terms of the JSE Listings Requirements; and
the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The above considerations are non-exhaustive and Shareholders
should seek their own independent advice when assessing the
likely impact of the Cancellation on them.
SacOil’s Ordinary Shares will continue to be listed on the JSE.
Following Cancellation, Shareholders holding Ordinary Shares
on the Jersey register will be able to trade their Ordinary
Shares on the JSE by following the procedure outlined below.
Following Cancellation, the Board intends to continue to
operate the Company’s business in the same manner and with the
same strategy as at present.
TERMINATION OF THE DEPOSITARY INTEREST FACILITY, TRANSFER OF
ORDINARY SHARES TO THE SOUTH AFRICAN REGISTER AND TRADING
ORDINARY SHARES ON THE JSE
Termination of the Depositary Interest facility
SacOil has directed Computershare Investor Services PLC
(“Computershare”), as Depositary, to terminate SacOil’s
Depositary Interest facility with effect from Wednesday, 31 May
2017 (the “DI Facility Termination Date”).
Consequently, and in accordance with the terms of the Depositary
Interest trust deed, Computershare will today by separate
letter give notice of termination to all Depositary Interest
Holders.
Transfer of Ordinary Shares to the South African register
Prior to the DI Facility Termination Date, any Depositary
Interest Holder may direct their broker to:
(a) make a CREST Stock withdrawal instruction, in order for
their holding to be replaced with the equivalent number of
Ordinary Shares in the Company; and
(b) once a CREST Stock withdrawal instruction has been made,
submit a Register Removal Request Form to Computershare
requesting that their Ordinary Shares be removed from the Jersey
register and transferred to the South African register and elect
whether such Ordinary Shares are to be dematerialised into
Strate or to be held in certificated form. Copies of the
Register Removal Request Form can be requested from
Computershare at
!ALLUKGlobalTransactionTeam@computershare.co.uk or obtained
from the Company’s website at www.sacoilholdings.com or
requested from investorrelations@sacoilholdings.com.
Any depositary interests remaining on the Company’s Depositary
Interest register as at the DI Facility Termination Date will
be cancelled and replaced on or shortly after the DI Facility
Termination Date with the equivalent number of Ordinary Shares
in the Company and the holders of such shares will be entered
onto the Company’s Jersey register, and share certificates will
be issued to the holders of such Ordinary Shares.
It is the intention of the Company that the Jersey register
will remain in place for approximately three months after the
Effective Date. All holders of shares held on the Company’s
Jersey register on the date on which the Jersey register is
closed will then be migrated to the Company’s shareholder
register in South Africa.
Trading Ordinary Shares on the JSE
Shareholders on the Jersey register after the Effective Date
who wish to trade their shares on the JSE will be required to
transfer their shares to the South Africa register and
dematerialise such shares into Strate. For further information
on the steps that need to be taken to trade on the JSE, please
contact the Company’s South African Transfer Secretaries, Link
Market Services South Africa Proprietary Limited, on the
following contact details:
Telephone: +27 (0) 86 154 6572
Fax: +27 (0) 86 674 4381
Email: info@linkmarketservices.co.za
Post: PO Box 4844, Johannesburg, 2000
CURRENT TRADING AND STRATEGY
The Company released the interim results of the Group for the
six months ended 31 August 2016 on 30 November 2016.
The Group generated a loss after tax of R221.4 million (2015:
profit of R2.8 million), a basic loss per share of 6.77 cents
(2015: basic earnings per share of 0.32 cent) and a basic
headline loss per share of 6.77 cents (2015: basic headline
earnings per share of 0.25 cent) for the period ended 31 August
2016. Key contributing factors were the strengthening of the
Rand against the US Dollar (“US$”) which resulted in foreign
exchange losses totalling R61.4 million (2015: R57.5 million
in foreign exchange gains due to the weakening of the Rand)
arising from the revaluation of the Group’s US$-denominated
assets, the provision for impairment of R164.0 million with
respect to other financial assets and the underperformance of
the Lagia asset. These losses were partially offset by an
increase of R31.9 million in investment income for the period.
Furthermore, as announced on 6 March 2017, the Company has
signed agreements to acquire and subscribe for shares
comprising the entire issued share capital of Phembani Oil.
Phembani Oil’s only asset is a 71% direct interest in Afric
Oil, one of the largest independent fuel distributors in South
Africa, distributing over 30 million litres of fuel product
(diesel, petrol and paraffin) monthly to a diversified client
base that includes local and national government, mining,
construction, transport, manufacturing, parastatals, resellers
and agricultural clients. Following completion of the
acquisition, SacOil will hold a 71% indirect interest in Afric
Oil, with the remaining 29% interest held by The Compensation
Fund, a fund managed by the Public Investment Corporation SOC
Limited.
PROCESS FOR CANCELLATION
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 percent of votes cast by
Shareholders at an Extraordinary General Meeting. Accordingly
the Notice of Extraordinary General Meeting set out in Part II
of this document contains a special resolution to approve the
Cancellation.
Furthermore, Rule 41 of the AIM Rules requires an AIM company
that wishes the London Stock Exchange to cancel the admission
of its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date.
In accordance with AIM Rule 41, on 6 March 2017 the Company
notified AIM of the Company’s intention, subject to the
Resolution being passed at the Extraordinary General Meeting,
to cancel the Company’s admission of the Ordinary Shares to
trading on AIM. Accordingly, if the Resolution is passed, the
Cancellation will be effective at 07:00 (London time)/08:00
(Johannesburg time) on Wednesday, 31 May 2017.
EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting will be held at 1st Floor,
12 Culross Road, Bryanston, 2021, Johannesburg, Gauteng, South
Africa at 10:00 on Monday, 22 May 2017. If approved, it is
expected that the Cancellation will take effect from 07:00
(London time)/08:00 (Johannesburg time) on Wednesday, 31 May
2017. If the Cancellation becomes effective, finnCap Ltd will
cease to be nominated adviser of the Company and the Company
will no longer be required to comply with the AIM Rules.
EXTRAORDINARY GENERAL MEETING – ACTION TO BE TAKEN BY SACOIL
SHAREHOLDERS WHOSE ORDINARY SHARES ARE REGISTERED ON THE SOUTH
AFRICAN REGISTER
If you hold Dematerialised Shares
Own-name Registration
You are entitled to attend, or to be represented by proxy, and
may vote at the Extraordinary General Meeting. If you are unable
to attend the Extraordinary General Meeting, but wish to be
represented thereat, you must complete and return the attached
South African Form of Proxy (yellow), in accordance with the
instructions contained therein, to be received by Link Market
Services South Africa (Proprietary) Limited, 13th Floor, Rennie
House, 19 Ameshoff Street, Braamfontein, South Africa by no
later than 10:00 on Thursday, 18 May 2017.
Other than Own-name Registration
If your CSDP or broker does not contact you, you are advised
to contact your CSDP or broker and provide them with your voting
instructions. If your CSDP or broker does not obtain
instructions from you, they will be obliged to vote in
accordance with the instructions contained in the custody
agreement concluded between you and your CSDP or broker. You
must not complete any of the attached forms of proxy. In
accordance with the Custody Agreement between you and your CSDP
or broker you must advise your CSDP or broker timeously if you
wish to attend, or to be represented at the Extraordinary
General Meeting. Your CSDP or broker will be required to issue
the necessary letter of representation to you to enable you to
attend, or to be represented at the Extraordinary General
Meeting.
If you hold Certificated Shares
You are entitled to attend, or to be represented by proxy, and
may vote at the Extraordinary General Meeting.
If you are unable to attend the Extraordinary General Meeting,
but wish to be represented thereat, you must complete and return
the attached South African Form of Proxy (yellow), in accordance
with the instructions contained therein, to be received by the
Link Market Services South Africa (Proprietary) Limited, 13th
Floor, Rennie House, 19 Ameshoff Street, Braamfontein, South
Africa by no later than 10:00 on Thursday, 18 May 2017.
SacOil does not accept responsibility and will not be held
liable for any failure on the part of the CSDP or broker of a
Dematerialised Shareholder to notify such Shareholder of the
Extraordinary General Meeting or any business to be conducted
thereat.
EXTRAORDINARY GENERAL MEETING – ACTION TO BE TAKEN BY SACOIL
SHAREHOLDER WHO ORDINARY SHARES ARE REGISTERED ON THE JERSEY
REGISTER
If you hold Depositary Interests
Subject to and in accordance with the terms of the Deed Poll
and any arrangements between you and your broker, you are
entitled to attend, or to be represented by proxy, at the
Extraordinary General Meeting.
You must advise the Depositary if you wish to attend, or to be
represented at the Extraordinary General Meeting.
You must not complete any of the attached forms of proxy.
The Depositary will contact you and ask you to complete a Form
of Instruction. If you wish to attend or to be represented at
the Extraordinary General Meeting, the Depositary will be
required to issue the necessary letter of representation to you
to enable you to attend or to be represented at the
Extraordinary General Meeting.
If your broker through whom you hold your Depositary Interests
does not contact you, you are advised to contact your broker
and provide them with your voting instructions. If your broker
does not obtain instructions from you, they will be obliged to
act in terms of your mandate furnished to them.
If you hold Certificated Shares
You are entitled to attend, or to be represented by proxy, and
may vote at the Extraordinary General Meeting.
If you are unable to attend the Extraordinary General Meeting,
but wish to be represented thereat, you must complete and return
the attached Jersey Form of Proxy, in accordance with the
instructions contained therein, to be received by Computershare
Investor Services (Jersey) Limited, c/o The Pavilions,
Bridgwater Road, Bristol, BS13 8AE, United Kingdom, by no later
than 09:00 (London time) on Thursday, 18 May 2017.
Recommendation
The Directors consider that the Resolution and Cancellation is
in the best interests of the Company and its Shareholders as a
whole. The Directors unanimously recommend that you vote in
favour of the Resolution, as they intend to do in respect of
their own beneficial shareholdings amounting to 814,413
Ordinary Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Notice provided to the London Monday, 6 March
Stock Exchange to notify it of the 2017
proposed Cancellation
Record date to be eligible to Thursday, 13
receive this Circular April 2017
Publication on SENS and RIS and Monday, 24
posting of this document and forms April 2017
of proxy to
Shareholders
Last day to trade in order to be Tuesday, 9 May
eligible to vote at the 2017
Extraordinary General Meeting
Record date to be eligible to vote Friday, 12 May
at the Extraordinary General 2017
Meeting
Latest time and date for receipt 09:00 (London
of completed Forms of Instructions time)
from UK CREST on Wednesday,
holders in respect of the 17 May 2017
Extraordinary General Meeting
Latest time and date for receipt 09:00 (London
of completed Jersey Forms of Proxy time)
in respect of the on Thursday, 18
Extraordinary General Meeting May 2017
Latest time and date for receipt 10:00 on
of completed South African Forms Thursday, 18
of Proxy in respect May 2017
of the Extraordinary General
Meeting
Time and date of the Extraordinary 10:00 on
General Meeting Monday, 22 May
2017
Results of the Extraordinary Monday, 22 May
General Meeting released on SENS 2017
and by RIS
Expected time and date of 07:00 (London
Cancellation time)
on Wednesday,
31 May 2017
Notes
(1) All of the times referred to in this document refer to
South African time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates
change,
the revised times and dates will be notified to Shareholders
by an announcement through the RIS and SENS.
(3) If the Extraordinary General Meeting is adjourned or
postponed, all forms of proxy submitted in respect of the
initial Extraordinary General Meeting will remain valid in
respect of any adjournment or postponement of the Extraordinary
General Meeting.
DEFINITIONS AND INTERPRETATIONS
“Afric Oil” Afric Oil Proprietary Limited, a
company incorporated in South
Africa with registration number
1995/001866/07
“AIM” AIM, the market operated by the
London Stock Exchange
“AIM Rules” the rules and guidance for
companies whose shares are
admitted to trading on AIM
entitled
“AIM Rules for Companies”
published by the London Stock
Exchange, as amended from time
to time
“Business Day” a day (excluding Saturdays,
Sundays and public holidays in
England, Wales and South Africa)
on which banks are generally
open for business in London and
South Africa for the transaction
of normal banking business
“Cancellation” the cancellation of admission of
the Ordinary Shares to trading
on AIM, subject to passing of
the Resolution and in accordance
with Rule 41 of the AIM Rules
“Certificated Shares” Ordinary Shares which have not
been dematerialised and which
are held in physical form
“Circular” The document to be posted to
shareholders on 24 April 2017
“Company” or “SacOil” SacOil Holdings Limited, a
public company registered in
South Africa with company
registration
number 1993/000460/06
“Companies Act” the South African Companies Act,
2008, No. 71 of 2008, as
amended, and including the
Companies Regulations, 2011
“CREST” a relevant system (as defined in
the CREST Regulations) in
respect of which Euroclear is
the
Operator (as defined in the
CREST Regulations) in accordance
with which securities may be
held and transferred in
uncertificated form
“CREST Regulations” the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
“CSDP” a Central Securities Depository
Participant, appointed by
individual SacOil Shareholder(s)
for
the purpose of, and in regard
to, dematerialisation in terms
of the Financial Markets Act
“Deed Poll” the deed poll, dated 17 November
2010, made by the Depositary
dealing with the creation and
issue of Depositary Interests
“Dematerialised Share(s)” Ordinary Share(s) that have been
dematerialised through a CSDP or
broker and replaced by
electronic record(s) of
ownership under the Strate
system
“Dematerialised holders of Dematerialised Shares
Shareholder(s)”
“Depositary” Computershare Investor Services
PLC acting in its capacity as
depositary pursuant to the terms
of the agreement for the
provision of depositary services
entered into between the Company
and Computershare Investor
Services PLC
“Depositary Interest” a depositary interest issued by
the Depositary representing an
entitlement to an Ordinary Share
which may be traded through
CREST in uncertificated form
“Depositary Interest a holder of Depositary Interests
Holder”
“DI Facility Termination has the meaning given to it in
Date” Part 1, paragraph 4.1 of this
document
“Directors” or “Board” the board of directors of the
Company, whose names are set out
on page 4 of this document
“Effective Date” has the meaning given to it in
Part 1, paragraph 3 of this
document
“Extraordinary General the Extraordinary General
Meeting” Meeting of the Company convened
for 10:00 on Monday, 22 May 2017
and any adjournment thereof,
notice of which is set out at
the end of this document
“Financial Markets Act” the Financial Markets Act, No.
19 of 2012, as amended
“Form of Instruction” the voting card for Depositary
Interests Holders to instruct
Computershare Company Nominees
Limited (Custodian) on how to
vote at the Extraordinary
General Meeting
“Group” SacOil, its subsidiaries and
associated companies
“Jersey” the Bailiwick of Jersey
“Jersey Form of Proxy” the form of proxy, only enclosed
with this document for
Shareholders holding Ordinary
Shares
on the Jersey register, for use
by such Shareholders at the
Extraordinary General Meeting or
at
any adjournment thereof
“Jersey Registrar” Computershare Investor Services
(Jersey) Limited, c/o The
Pavillions, Bridgwater Road,
Bristol,
BS13 8AE, United Kingdom
“JSE” JSE Limited, a public company
incorporated in South Africa
with registration number
2005/022939/06 and licensed as
an exchange under the Financial
Markets Act, Act 19
of 2012
“London Stock Exchange” London Stock Exchange plc
or “LSE”
“Major Shareholder” Public Investment Corporation
(SOC) Limited (registration
number 2005/009094/06),
a corporation created in terms
of the Public Investment
Corporation Act 2004, as
amended,
and duly registered and
incorporated under the laws of
South Africa
“Notice of Extraordinary the notice of Extraordinary
General Meeting” General Meeting which is set out
in Part II of this document
“Ordinary Shares” the existing ordinary shares in
the Company
“Phembani Oil” Phembani Oil Proprietary
Limited, a company incorporated
in South Africa with
registration
number 2006/037679/07
“Regulatory Information has the meaning given to it in
Service” or “RIS” the AIM Rules being any of the
services approved by the
Financial
Conduct Authority for the
distribution to the public of
regulatory announcements and
included
in the list maintained on its
website
“Resolution” the resolution to be proposed at
the Extraordinary General
Meeting in the form set out in
the
Notice of Extraordinary General
Meeting
“SENS” the Stock Exchange News Service
of the JSE
“Shareholders” holders of Ordinary Shares from
time to time and “Shareholder”
means any one of them
“South African Form of the yellow form of proxy only
Proxy” enclosed with this document for
Shareholders holding Ordinary
Shares on the South African
register for use by such
Shareholders at the
Extraordinary General
Meeting or at any adjournment
thereof
“Strate” Strate Proprietary Limited
(registration number
1998/022242/07), a private
company
incorporated and registered in
South Africa and the electronic
settlement system for
transactions
that take place on the JSE and
off-market trades
“Transfer Secretaries” Link Market Services South
Africa Proprietary Limited
(Registration number
2000/007239/07),
a private company incorporated
and registered in South Africa
and the transfer secretaries
to SacOil
“United Kingdom” the United Kingdom of Great
Britain and Northern Ireland
Date: 24/04/2017 02:30:00 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.
Sharenet Sites 
