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
(“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:
- 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
- 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.
PSG Capital Proprietary Limited
5 October 2017
For further information please contact:
SacOil Holdings Limited
+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
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.
IMPORTANT NOTICE TO SHAREHOLDERS REGARDING THEIR SHARES
If you are in any doubt as to what action you should take, consult your CSDP, Broker, Banker, Legal Adviser, Accountant or other professional advisers immediately.
Or visit our Shareholder Information page for more information regarding your shareholding and share certificate.