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Declaration Announcement in Respect of Proposed Rights Offer to Efora Shareholders
EFORA ENERGY LIMITED
(Formerly SacOil Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE Share Code: EEL
ISIN: ZAE000248258
(“Efora” or “the Company”)
DECLARATION ANNOUNCEMENT IN RESPECT OF PROPOSED RIGHTS OFFER TO EFORA
SHAREHOLDERS
1. INTRODUCTION
Shareholders are hereby advised that the Efora board has resolved to
undertake a renounceable rights offer to Efora shareholders (“Rights
Offer”). While the Rights Offer has not been underwritten, the Public
Investment Corporation (SOC) Limited (“PIC”), a 60.72% shareholder, has
provided Efora with a commitment that it will follow its rights in full.
TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, the Company will offer 1.2 billion ordinary
shares to Efora shareholders at a subscription price equal to R0.50 per
share (“Rights Shares”), to raise an amount of R600 million, before
expenses, in the ratio of 324.56012 Rights Shares for every 100 ordinary
shares held (“Entitlement”) on the record date of the Rights Offer, being
Friday, 27 July 2018.
The implementation of the Rights Offer is conditional upon the approval
thereof by the JSE Limited (“the JSE”).
The Rights Shares will, upon allotment and issue, rank pari passu with
all other existing Efora shares.
2. SALIENT DATES AND TIMES
The salient dates and times of the Rights Offer are as follows, which
dates are subject to approval by the JSE:
2018
Declaration announcement released on SENS and in the
press Tuesday, 17 July
Finalisation announcement released on SENS Thursday, 19 July
Publication of the Rights Offer Circular on the
website of Efora Thursday, 19 July
Last day to trade in Ordinary Shares in order to
participate in the Rights Offer (cum entitlement) Tuesday, 24 July
Listing of and trading in the Letters of Allocation
under the JSE Code EELN and ISIN ZAE000260188 on the
JSE commences at 09:00 on Wednesday, 25 July
Ordinary Shares commence trading ex-Rights on the
JSE at 09:00 on Wednesday, 25 July
Rights Offer Circular and Form of Instruction
distributed to Certificated Shareholders Wednesday, 25 July
Record Date for determination of Shareholders
entitled to participate in the Rights Offer (Initial
Record Date) Friday, 27 July
Rights Offer opens at 09:00 on Monday, 30 July
Certificated Shareholders will have their Letters of
Allocation credited to an electronic account held at
the Transfer Secretaries at 9;00 Monday, 30 July
Dematerialised Shareholders will have their accounts
at their CSDP or Broker credited with their
entitlement at 9;00 Monday, 30 July
Circular, where applicable, posted to Qualifying
Dematerialised Shareholders Monday, 30 July
Last day for trading Letters of Allocation on the
JSE Monday,6 August
Form of Instruction lodged by Certificated
Shareholders wishing to sell all or part of their
entitlement at the Transfer Secretaries by 12:00 Monday, 6 August
Listing of Rights Offer Shares and trading therein
on the JSE commences Tuesday, 7 August
Rights Offer closes at 12:00. Payment to be made and
Form of Instruction lodged by Certificated
Shareholders wishing to renounce or subscribe for
all or part of the entitlement at the Transfer
Secretaries* on Friday, 10 August
Record Date for the Letters of Allocation (Final
Record Date) Friday, 10 August
Rights Offer Shares issued and posted to
Shareholders in certificated form (where applicable)
on or about Monday, 13 August
CSDP or Broker accounts in respect of Dematerialised
Shareholders will be updated with Rights Offer
shares and debited with any payments due on Monday, 13 August
Results of Rights Offer announced on SENS Monday, 13 August
In respect of successful excess applications (if
applicable), Rights issue Shares issued to
Qualifying Dematerialised Shareholders and/or Share
certificates posted to Qualifying Certificated
Shareholders on or about Wednesday, 15 August
In respect of unsuccessful excess applications (if
any), Refund payments made to Certificated
Shareholders on or about Wednesday, 15 August
Notes:
1. Unless otherwise indicated, all times indicated above are South
African times.
2. Shareholders may not dematerialise or rematerialise their shares
between Wednesday 25 July 2018 and Friday 27 July 2018, both dates
inclusive.
3. Any amendments to the above dates and times will be announced on
SENS.
3. RIGHTS OFFER CIRCULAR
A circular containing full details of the Rights Offer and incorporating
a form of instruction in respect of a letter of allocation reflecting
the Entitlement of Efora shareholders to the Rights Shares (“Letter of
Allocation”), will be posted to shareholders in due course (“Circular”).
The Letters of Allocation are negotiable and will be listed on the JSE
under the share code EELN and ISIN ZAE000260188. The Rights Shares
cannot be traded before such shares are listed on the JSE.
Shareholders are referred to the Circular for the procedures for
acceptance, sale or renunciation of their Entitlement to the Rights
Shares.
4. JURISDICTION
All transactions arising from the provisions of the Circular shall be
governed by and be subject to the laws of South Africa. The Rights Offer
may be affected by the laws of the relevant jurisdictions of foreign
Efora shareholders. Such foreign shareholders should inform themselves
about and observe any applicable legal requirements of such
jurisdictions in relation to all aspects of the Circular that may affect
them, including the Rights Offer. It is the responsibility of any
foreign Efora shareholder to satisfy himself/herself as to the full
observation of the laws and regulatory requirements of the relevant
jurisdiction in connection with the Rights Offer, including the
obtaining of any governmental, exchange control or other consent or the
making of any filings which may be required, the compliance with other
necessary formalities, the payment of any issue, transfer or other taxes
or requisite payments due in such jurisdiction. The Rights Offer is
further subject to any other applicable laws and regulations, including
the Exchange Control Regulations. Any foreign Efora shareholder who is
in doubt as to his/her position, including, without limitation, his/her
tax status, should consult an appropriate independent professional
advisor in the relevant jurisdiction without delay.
Corporate Advisor and Sponsor
PSG Capital
17 July 2018
For further information please contact:
Efora Energy Limited
Damain Matroos
+27 (0)10 591 2260
Buchanan (Financial PR adviser)
Ben Romney / Chris Judd
+44 (0)20 7466 5000
About Efora
Efora Energy Limited 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 in the Democratic Republic of
Congo; midstream project relating to crude trading in Nigeria and material
downstream distribution operations throughout South Africa and Zimbabwe. 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.
Date: 17/07/2018 08:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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