TIDMSAC
RNS Number : 5209N
SacOil Holdings Limited
02 September 2011
SacOil Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL
AIM share code: SAC
ISIN: ZAE0000127460
("SacOil" or "the Company")
Proposed specific issue of equity to raise R75 000 000 and
cautionary announcement
1. Proposed specific issue of shares for cash
SacOil shareholders ("Shareholders") are advised that SacOil is
proposing, subject to Shareholder and regulatory approvals,
- a specific issue of ordinary shares of no par value in SacOil
("Ordinary Shares") to Timtex Investments (Proprietary) Limited
("Timtex"), an associate of Encha Group Limited (currently a
material shareholder in SacOil holding 36.01% of the issued
Ordinary Shares) and a related party in terms of the JSE
Limited("JSE")Listings Requirements. Timtex holds 4.96 per cent in
the issued capital of SacOil. Timtex has signed an irrevocable
undertaking to subscribe for 111 940 298 new Ordinary Shares at an
issue price of 67 cents per share ("the Issue Price"), being the
closing price of an Ordinary Share on 29 August 2011, the day
before Timtex signed such irrevocable undertaking ("the Signature
Date")("the Specific Issue").
The proceeds of R75 000 000 from the proposed Specific Issue
have already been received by SacOil, and will be utilised to fund
the Company's operations and projects.
The Issue Price will be at a premium to the weighted average
traded price of SacOil securities over the thirty business days
prior to the Signature Date.
A promoter's fee of R1 500 000 will also be paid to Encha in
terms of a letter of agreement between SacOil and Encha which
entitles Encha to a promotor's fee equal to 2 per cent of gross
equity raised through introduction by Encha. The agreement to pay
such fee, which is subject to the approval of the Specific Issue by
Shareholders, is considered to be a related party transaction
pursuant to the AIM Rules for Companies because Encha is a
substantial shareholder in the Company.
The directors of SacOil, having consulted with the Company's
nominated adviser, finnCap, consider that the terms of such
agreement are fair and reasonable insofar as the Shareholders are
concerned.
2. Pro forma financial effects of the Specific Issue
The table below sets out the unaudited pro forma financial
effects of the
Specific Issue on SacOil`s basic earnings, headline earnings,
net asset value and tangible net asset value per Ordinary Share.
The unaudited pro forma financial effects have been prepared to
illustrate the impact of the Specific Issue on the audited,
published financial information of SacOil for the year ended 28
February 2011, had the Specific Issue occurred on 1 March 2010 for
income statement purposes and on 28 February 2011 for balance sheet
purposes.
The pro forma financial effects have been prepared using
accounting policies that comply with International Financial
Reporting Standards and that are consistent with those applied in
the audited, published financial statements of SacOil for the year
ended 28 February 2011.
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 Specific Issue.
Before the After the
Specific Specific
Issue(1) Issue(2) % Change
Published Pro forma
------------ ------------ ---------
Loss per share (cents) (6.67) (5.57) (16.49)
------------ ------------ ---------
Diluted loss per share (cents) (6.21) (5.57) (10.30)
------------ ------------ ---------
Headline loss per share (cents) (6.62) (5.57) (15.80)
------------ ------------ ---------
Diluted headline loss per share
(cents) (6.16) (5.57) (9.56)
------------ ------------ ---------
Weighted average number of shares
in issue (000's) 449 628 622 561 568 920 24.90
------------ ------------ ---------
Weighted average number of shares
in issue for dilution (000's) 482 933 133 561 568 920 16.28
------------ ------------ ---------
Net asset value per share (cents) 69.57 69.09 (0.69)
------------ ------------ ---------
Net tangible asset value per
share (cents) 11.03 18.88 71.17
------------ ------------ ---------
Number of shares in issue (000's) 674 090 410 786 030 708 16.61
------------ ------------ ---------
1. The "Before the Specific Issue" basic loss, diluted loss,
headline loss and diluted headline loss per ordinary share have
been extracted without adjustment from the audited, published
results of SacOil for the year ended 28 February 2011. The "Before
the Specific issue" net asset value and net tangible asset value
per Ordinary Share have been calculated from the financial
information presented in the audited, published results of SacOil
for the year ended 28 February 2011.
2. The "After the Specific Issue" is based on:
(a) Issue of 111 940 298 new Ordinary Shares at 67 cents
per ordinary share, being the closing price of SacOil Ordinary
Shares on 29 August 2011; and
(b) Estimated transaction costs of R1,5m in relation to the
Specific Issue
3. Documentation
A circular, setting out the full terms of the Specific Issue and
incorporating a notice convening a general meeting of Shareholders
of Ordinary Shares to approve the implementation of the Specific
Issue will be posted on or about 30 September 2011.
4. Cautionary Announcement
Shareholders are advised that the Company is considering
various
proposals and potential transactions, which if successfully
concluded, may have a material effect on the price of SacOil`s
securities. Accordingly, Shareholders are advised to exercise
caution when dealing in the
Company`s securities until a further announcement is made in
this regard.
Johannesburg
2 September 2011
Sponsor
The Standard Bank of South Africa Limited
For further information, please contact:
SACOIL
United Kingdom Enquiries
Tavistock Communications
Jos Simson/ Ed Portman
Tel: +44 (0)20 7920 3150
South African Enquiries
The Riverbed Agency
Raphala Mogase
Tel: +27 (0) 11 783 7903
finnCap Ltd
(Nominated Adviser and Joint Broker to SacOil)
Matthew Robinson/Ed Frisby
Tel: +44 (0) 20 7600 1658
Shore Capital Stockbrokers Ltd
(Joint Broker)
Jerry Keen/Bidhi Bhoma/Toby Gibbs
Tel: +44 (0) 20 7408 4050
This information is provided by RNS
The company news service from the London Stock Exchange
END
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