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Announcement regarding the Convertible Bridge Loan


(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” or the “Group”)

Announcement regarding the Convertible Bridge Loan

The Directors of SacOil are pleased to announce, in accordance with Rule 13 of the AIM Rules, that the Company has entered into an agreement with the Public Investment Corporation (SOC) Limited (“the PIC”) dated 3 December 2013 in terms of which the PIC has agreed to advance funding to the Company in the form of a convertible bridge loan facility (the “Convertible Bridge Loan”) of US$20.5m to fulfil the Group’s financing obligations relating to its assets, in advance of the Specific Issue and the receipt of funds from the Rights Offer (“the Transactions”) (as detailed in the announcement dated 12 September 2013).

The Convertible Bridge Loan is advanced to SacOil at a rate of interest linked to the 3 month Johannesburg Interbank Agreed Rate and is repayable by 31 January 2014 (“the Repayment Date”). It is anticipated that the repayment of this Convertible Bridge Loan will be through the issue of sufficient number of Rights Offer Shares to the PIC at R0.27 per SacOil share. Shareholders are reminded of the PIC’s undertaking to support the Rights Offer to the extent of R329,211,713.

To the extent that the Transactions are not implemented by the Company prior to the Repayment Date, then the Convertible Bridge Loan shall be settled by the issue of new shares in the Company, sufficient in number, at a price of R0.27 per SacOil share to enable the conversion of the Convertible Bridge Loan into shares in the Company (“the Bridge Loan Shares”). The issuance of the Bridge Loan Shares shall be subject to the passing of a special resolution, at a general meeting of shareholders on or before 14 March 2014, authorising such issuance.

By virtue of the PIC being a substantial shareholder (16.59%) in the Company, the Convertible Bridge Loan constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. The directors of SacOil consider, having consulted with finnCap Limited (the Company’s nominated advisor), that the terms of the Convertible Bridge Loan are fair and reasonable insofar as the Company’s shareholders are concerned.

11 December 2013


Investment Bank, Corporate Advisor and JSE Sponsor

Nedbank Capital, a division of Nedbank Limited

Legal Advisor

Norton Rose Fulbright South Africa

Nominated Adviser and Broker

finnCap Limited

For further information please contact:

SacOil Holdings Limited

Roger Rees / Tariro Mudzimuirema

+27 (0)11 575 7232

Nedbank Capital, a division of Nedbank Limited (Investment Bank, Corporate Advisor and Sponsor)

Michelle Benade

+27 (0) 11 294 3524

finnCap Limited (Nominated Adviser and Broker)

Matthew Robinson / Christopher Raggett

+44 (0) 20 7220 0500

Pelham Bell Pottinger (UK)

Philip Dennis

Nick Lambert

Rollo Crichton-Stuart

+44 (0) 20 7861 3919

+44 (0) 20 7861 3936

+44 (0) 20 7861 3918


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