Rights Offer Declaration and Finalisation Announcement
SACOIL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL AIM share code: SAC
Letters of allocation JSE share code: SCLN
(“SacOil” or the “Company”)
RIGHTS OFFER DECLARATION AND FINALISATION ANNOUNCEMENT
Shareholders are referred to the announcement dated 12 September 2013 wherein SacOil announced its intention to raise additional capital of up to R570 million by way of a renounceable rights offer (the “Rights Offer”), further details of which are disclosed in the circular posted to shareholders on 7 November 2013 (the “Circular”).
Capitalised terms in this announcement shall have the same meaning given to them in the Circular, unless the context indicates otherwise.
Shareholders are advised that a maximum of 2,111,111,111 new SacOil shares (“Rights Offer Shares”) will be issued in terms of the Rights Offer to Qualifying Shareholders at a price of R0.27 per Rights Offer Share, in the ratio of 220.80013 Rights Offer Shares for every 100 SacOil Shares held at the close of business on Friday, 3 January 2014 (the “Record Date”).
Subsequent to the General Meeting held today, 6 December 2013, and the approval of all of the special and ordinary resolutions tabled thereat, all of the conditions precedent relating to the Rights Offer have been fulfilled. The listing applications to AIM and the JSE will be made on or about Wednesday, 18 December 2013 and on or about Monday, 13 January 2014.
The Public Investment Corporation (SOC) Limited (“PIC”) undertaking (the “PIC Undertaking”)
SacOil has received an undertaking from the PIC, the fund manager of the Government Employees Pension Fund, a 16.59% Shareholder of SacOil, in which the PIC has irrevocably agreed to support the Rights Offer up to a maximum amount of R329,211,713.
The Directors have made due and careful enquiry to confirm that the PIC is able to meet its obligations with regards to the PIC Undertaking.
Salient dates and times
|Declaration announcement and finalisation announcement released on SENS on||Friday, 6 December 2013|
|Declaration announcement and finalisation announcement published in the press on||Monday, 9 December 2013|
|Last day to trade in Shares on the JSE in order to settle by the Record Date and thus be recorded as a Shareholder in order to be entitled to participate in the Rights Offer on||Tuesday, 24 December 2013|
|Shares trade ex-Rights Offer entitlement on the JSE from||Friday, 27 December 2013|
|Listing and trading on the JSE of the letters of allocation from the commencement of trade on||Friday, 27 December 2013|
|Record Date in order to be entitled to participate in the Rights Offer on||Friday, 3 January 2014|
|Rights Offer opens at 09h00 and the circular, including a form of instruction (where applicable), mailed to Shareholders on||Monday, 6 January 2014|
|Letters of allocation credited to an electronic account held at the Transfer Secretaries in respect of Certificated Shareholders on||Monday, 6 January 2014|
|CSDP or broker accounts credited with entitlements in respect of Dematerialised Shareholders on||Monday, 6 January 2014|
|Last day to trade in the letters of allocation on the JSE in order to settle by close of the Rights Offer on||Friday, 17 January 2014|
|Listing and trading on the JSE of Rights Offer Shares commences at 09h00 on||Monday, 20 January 2014|
|Payment to be made, and form of instruction to be lodged, with the Transfer Secretaries by holders of Certificated Shares by 12h00 on||Friday, 24 January 2014|
|Rights Offer closes at 12h00 on||Friday, 24 January 2014|
|Record date for the letters of allocation on||Friday, 24 January 2014|
|Rights Offer Shares issued on||Monday, 27 January 2014|
|CSDP or broker accounts of holders of Dematerialised Shares debited and updated with Rights Offer Shares and share certificates posted to Shareholders on||Monday, 27 January 2014|
|Results of the Rights Offer announcement released on SENS on||Monday, 27 January 2014|
|Results of the Rights Offer announcement published in the press on||Tuesday, 28 January 2014|
|Refund payments, if applicable, and share certificates posted to Certificated Shareholders in respect of excess applications, on or about||Wednesday, 29 January 2014|
|Dematerialised Shareholders will have their accounts at their CSDP or broker credited with excess Shares (if applicable) and debited with the cost thereof (if applicable) on||Wednesday, 29 January 2014|
- All times indicated above are local times in South Africa.
- SacOil Shares may not be dematerialised/rematerialised between Friday, 27 December 2013 and Friday, 3 January 2014, both days inclusive.
- CSDPs effect payment in respect of Dematerialised Shareholders on a delivery-versus-payment method.
- Rights Offer Shares not taken up by Shareholders will lapse.
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer.
The Rights Offer Shares have not been, and will not be, registered under the Securities Act of the United States. Accordingly, the Rights Offer Shares may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, United States persons, except pursuant to exemptions from the Securities Act of the United States.
The Rights Offer does not constitute an offer in the District of Columbia, the United States, the Dominion of Canada, the Commonwealth of Australia, the United Kingdom, Japan or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.
Shareholders resident outside South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho (the “Common Monetary Area”) should consult their professional advisors to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up the Rights Offer, or trade their entitlement.
Shareholders holding SacOil Shares on behalf of persons who are resident outside the Common Monetary Area are responsible for ensuring that taking up the Rights Offer, or trading in their entitlements under that offer, do not breach regulations in the relevant overseas jurisdictions.
SacOil shareholders should note that the Rights Offer is not being made into the United Kingdom and holders of SacOil depository interests, as traded on AIM, are not able to subscribe for shares pursuant to this transaction.
The Rights Offer Circular setting out the detailed terms of the Rights Offer will be posted to Shareholders on or about Monday, 6 January 2014.
Erratum to the Circular
Shareholders are referred to “Annexure C: Major Subsidiary Companies” of the Revised Listing Particulars, as appended to Circular, and advised that the total amount reflected for the “Carrying amount 2013” column of R160,918,566 is inaccurate. The correct amount is an amount of R69,324,186. The Company apologises to Shareholders for this inaccuracy.
6 December 2013
|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)
Majid ShafiqTravis Inlow
|+44 (0) 20 7448 0200|
Pelham Bell Pottinger (UK)
Philip DennisNick LambertRollo Crichton-Stuart
+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.