General Issue of Shares
SacOil Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL AIM share code: SAC
(“SacOil” or “the Company”)
ANNOUNCEMENT REGARDING A GENERAL ISSUE OF SHARES FOR CASH
SacOil has issued 2,777,777 new ordinary shares of no par value in the share capital of the Company (“SacOil Shares”) at an issue price of R0.27 per ordinary share (“the Issue Shares”), thereby raising a total cash amount of R750,000 (“the Cash Issue”).
2. Details regarding the Cash Issue
The Issue Shares were issued to a “public shareholder” and not to a “related party” as defined in the JSE Limited Listings Requirements.
The Issue Shares have been issued at a 4.6% discount to the 30-day volume weighted average price of SacOil Shares as traded on the exchange operated by the JSE Limited (“the JSE”) for the 30 business days immediately prior to the suspension of trading of the SacOil Shares on the JSE and AIM Market (“AIM”) of the London Stock Exchange (“LSE”) on 31 May 2013.
The Cash Issue has been implemented in terms of the general authority granted to SacOil’s directors to issue shares for cash, which was approved by SacOil shareholders at the Company’s general meeting held on 30 May 2013, and in compliance with the limitations related thereto. The Issue Shares rank pari passu with the existing SacOil Shares in issue.
3. Application of proceeds of the Cash Issue
The proceeds of the Cash Issue will be utilised to fund the Company’s working capital requirements.
4. Financial effects of the Cash Issue
Based on SacOil’s annual financial results for the year ended 28 February 2013, the unaudited pro forma financial effects (“Financial Effects”) of the Cash Issue on SacOil’s loss per share (“LPS”), headline loss per share (“HLPS”), net asset value per share (“NAV”) and net tangible asset value (“NTAV”) are set out below.
The Financial Effects are prepared for illustrative purposes only, and because of their nature, may not give a fair presentation of SacOil’s financial position or the effect and impact of the Cash Issue. The Financial Effects are the responsibility of SacOil’s board of directors.
After the Cash Issue3
HLPS (cents) 5
NAV (cents) 6
NTAV (cents) 6
Actual number of ordinary shares in issue
Weighted average number of ordinary shares in issue
Diluted weighted average number of ordinary shares in issue
1. Based on SacOil’s annual financial results for the year ended 28 February 2013.
2. The “Adjustments” column reflects the pro forma adjustments in respect of the Cash Issue.
3. The “After the Cash Issue” takes into account the impact of item 2) above.
4. The “% Change” column is measured as the “After the Cash Issue” column as a percentage of the “Before the Cash Issue” column.
5. In calculating the Financial Effects on LPS and HLPS, it was assumed that the Cash Issue was implemented on 1 March 2012 for purposes of the statement of comprehensive income.
6. In calculating the Financial Effects on NAV and NTAV, it was assumed that the Cash Issue was implemented on 28 February 2013 for statement of financial position purposes.
5. Shares in Issue
The Issue Shares are expected to be listed on the JSE on or about 2 October 2013. Application has been made for the Issue Shares to be admitted to trading on AIM which is expected to occur once the suspension of trading in SacOil Shares is lifted. Following the Cash Issue, SacOil will have 956,118,568 SacOil Shares in issue.
2 October 2013
Investment Bank, Corporate Advisor and JSE Sponsor
Nedbank Capital, a division of Nedbank Limited
Norton Rose Fulbright South Africa
Nominated Adviser and Broker
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)
+27 (0) 11 294 3524
finnCap Limited (Nominated Adviser and Broker)
Matthew Robinson / Christopher Raggett
+44 (0) 20 7220 0500
FirstEnergy Capital (Joint Broker UK)
+44 (0) 20 7448 0200
GMP Securities Europe LLP (Joint Broker UK)
+44 (0) 20 7647 2800
Pelham Bell Pottinger (UK)
+44 (0) 20 7861 3919
+44 (0) 20 7861 3936
+44 (0) 20 7861 3918
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.