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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.

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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.