SACOIL HOLDINGS LIMITED - Addendum to Acquisition and Supplementary Information

Addendum to Acquisition and Supplementary Information

SACOIL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE Share Code: SCL
ISIN: ZAE000127460
(“SacOil” or “the Company”)

ADDENDUM TO ACQUISITION AND SUPPLEMENTARY INFORMATION

Shareholders are referred to the announcement released by SacOil on SENS
on 2 October 2017 (“the Announcement”) wherein the Company announced the
acquisition of the assets and operations as well as the assumption of
the liabilities of Belton Park Trading 134 Proprietary Limited (“Belton
Park” or “Seller”) (the “Acquisition”) for an aggregate purchase
consideration of R220 million (“the Consideration”) comprising an
initial purchase consideration of R100 million (the “Initial
Consideration”) and contingent purchase consideration of up to
R120 million (the “Contingent Consideration”), the details of which are
set out in the Announcement.

The Consideration for the Acquisition will be settled in cash and SacOil
shares, as set out below.

The Initial Consideration will be settled by SacOil, in cash, five
business days after the month end in which all conditions precedent of
the Acquisition agreement have been fulfilled (“Closing Date”). The cash
component of the Contingent Consideration, being an amount of R90
million, will be placed in a trust account on the Closing Date.

The Contingent Consideration will be discharged by SacOil as follows:
     1. within 10 days after the audited results being issued for the
        Belton Park business for the year ending 28 February 2018, a
        cash payment of up to R90 million shall be payable to the
        Sellers; and
     2. on 1 June 2018 a non-cash payment of up to R30 million shall be
        discharged by issuing ordinary SacOil shares (“Share
        Consideration Shares”) to the Seller at a 10% discount to the 30
        day VWAP calculated at the Closing Date.

Shareholders are hereby advised that the parties have signed an addendum
to the Acquisition agreement limiting the number of Share Consideration
Shares to be no more than 156 million SacOil shares subject to what is
set out below.

Shareholders are referred to the SENS announcement dated 3 October 2017
wherein the results of the Annual General Meeting were disclosed.
Specifically, the resolution to amend the Company’s MOI to consolidate
the share capital of SacOil on a basis of one for ten shares was
approved by shareholders (“Consolidation”).

To the extent that the Consolidation is successfully implemented prior
to the Closing Date, then the number of Share Consideration Shares to be
issued to the Seller shall be no more than 15,6 million SacOil shares.

In terms of the Acquisition agreement, the principals (“Principals”) of
Belton Park, namely Messers C Jooste, F Eicker and J van Schalkwyk have
signed restraint of trade agreements not to compete with the business of
Belton Park for a period of four years. The Principals have also
provided the Company with warranties and indemnities in the Acquisition
agreement.

JSE Sponsor
PSG Capital Proprietary Limited

5 October 2017

For further information please contact:

SacOil Holdings Limited
Damain Matroos
+27 (0)10 591 2260

Buchanan (Financial PR adviser)
Ben Romney / Chris Judd
+44 (0)20 7466 5000

Corporate Advisor to Belton Park
Gem Capital (Pty) Ltd
+27 (0)11 684 1701
ABOUT SACOIL

SacOil is a South African based independent African oil and gas company,
listed on the JSE. The Company has a diverse portfolio of assets
spanning production in Egypt; exploration and appraisal in the
Democratic Republic of Congo; midstream project relating to crude
trading in Nigeria and a majority interest in AfricOil, the petroleum
product wholesaler. 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.

Date: 05/10/2017 08:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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