EFORA ENERGY LIMITED - Declaration Announcement in Respect of Proposed Rights Offer to Efora Shareholders

Release Date: 17/07/2018 08:55
Code(s): EEL
 
Wrap Text
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.

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