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Results of general meeting and general issues of shares for cash

Results of general meeting and general issues of shares for cash

SacOil shareholders (“Shareholders”) are advised that a general meeting was held on Monday, 20 September 2010 to consider the ordinary resolutions relating to:

  • the restructuring of SacOil`s investment in oil concession rights pertaining to Block 3 and Block 1, Albertine Graben, Democratic Republic of Congo;
  • the proposed acquisition of a 55 per cent participating interest in the Chaal Gas Exploration Permit Area in Tunisia;
  • a specific issue of 46 000 000 new SacOil shares to Metropolitan Asset Managers Limited;
  • a specific issue of 8 343 216 new SacOil shares to GVM Metals Administration (South Africa) (Proprietary) Limited;
  • the approval of corporate finance mandates with Lonsa (Proprietary) Limited; and
  • amendments to the current share option scheme

(Collectively “the Transactions”) as detailed in the circular posted to Shareholders on Saturday, 4 September 2010 (“the Circular”). Shareholders are further advised that all the ordinary resolutions tabled at the general meeting were approved by the requisite majority of votes required from Shareholders. An application has been made to the JSE to grant a listing of the 255 456 000 new SacOil shares in respect of the Transactions on Wednesday, 22 September 2010.

General issues of shares for cash

At the annual general meeting of the Company held on Friday, 27 November 2009, the requisite majority of Shareholders approved an ordinary resolution authorising the directors of SacOil (the “Directors”) to issue shares for cash in accordance with paragraph 5.52 of the JSE Limited`s (“JSE”) Listings Requirements.

In accordance with the general authority, 1 700 000 new SacOil shares were listed on the JSE and issued to Abdur Rahman Moosa on Monday, 13 September 2010 (“Issue to Moosa”). The 1 700 000 new SacOil shares were issued at 60 cents per SacOil share, being a 3 per cent premium to the 30-day volume weighted average price (“VWAP”) of SacOil`s shares on the JSE on Monday, 23 August 2010, being the date that the price of the Issue to Moosa was agreed by the Directors. Following the listing and issue of the new SacOil shares in respect of the Issue to Moosa and the Transactions, the Company will have 578 790 828 SacOil shares in issue and the Issue to Moosa will equate to 0.29 per cent of the issued share capital of the Company.

On Friday, 17 September 2010, STANLIB Asset Management Limited (“STANLIB”) signed an irrevocable undertaking to subscribe for 40 000 000 new SacOil shares for a cash amount of R25 000 000 (“Issue to STANLIB”). The 40 000 000 new SacOil shares will be issued at 62.5 cents per SacOil share, being a 4 per cent premium to the 30-day VWAP of SacOil`s shares on the JSE on Thursday, 16 September 2010, being the date that the price of the Issue to STANLIB was agreed by the Directors. An application has been made to the JSE to grant a listing of the 40 000 000 new SacOil shares on or about Tuesday, 28 September 2010. Following the listing and the issue of the new SacOil shares in respect of the Transactions, the Issue to Moosa and the Issue to STANLIB, the Company will have 618 790 828 SacOil shares in issue and the Issue to STANLIB will equate to 6.46 per cent of the issued share capital of the Company.

The 40 000 000 new SacOil shares will rank pari passu with the existing SacOil shares. The Issue to Moosa and the Issue to STANLIB are collectively referred to as the Issues for Cash. Both Abdur Rahman Moosa and STANLIB qualify as “public” shareholders within the meaning of paragraphs 4.25 and 4.26 of the JSE Listings Requirements. The proceeds from the Issues for Cash will be used by the Company to fund working capital.

Pro forma financial effects of the Issues for Cash The table below sets out the unaudited pro forma financial effects of the Issues for Cash on SacOil`s basic earnings, headline earnings, net asset value and net tangible asset value per SacOil share.

The unaudited pro forma financial effects have been prepared to illustrate the impact of the Issues for Cash on the audited, published financial information of SacOil for the year ended 28 February 2010 after adjusting for the corporate actions (including the Transactions) as detailed in the pro forma financial effects published on SENS on Friday, 3 September 2010 (“the SENS Announcement”) and the Circular, had the Issues for Cash occurred on 1 March 2009 for income statement purposes and on 28 February 2010 for balance sheet purposes.

The unaudited pro forma financial effects set out below are the responsibility of the directors and have been prepared for illustrative purposes only and because of their nature may not fairly present the financial position, changes in equity, results of operations or cash flows of SacOil after the Issues for Cash.

Notes:

The “Before” basic earnings, diluted earnings, headline earnings and diluted headline earnings per SacOil share have been extracted without adjustment from the audited, published results of SacOil for the year ended 28 February 2010. The “Before” net asset value and net tangible asset value per SacOil share have been calculated from the financial information presented in the audited, published results of SacOil for the year ended 28 February 2010.

The “After the corporate actions (including the Transactions)” basic earnings, diluted earnings, headline earnings, diluted headline earnings, net asset value and net tangible asset value per SacOil share have been extracted without adjustment from the SENS Announcement and the Circular. Shareholders are referred to the notes included in the SENS Announcement and the Circular for the details of the adjustments made.

The “After the Issues for Cash” assumes:

  • the issue of the 40 000 000 new SacOil shares at 62.5 cents per SacOil share and the 1 700 000 new SacOil shares at 60 cents per SacOil share; and
  • Transaction costs of R700 000. No income adjustment has been made in respect of the increased positive cash balance resulting from the Issues for Cash as the proceeds of the Issues for Cash will be utilised for working capital.

Midrand

20 September 2010

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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.

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