TIDMSAC
RNS Number : 1413Q
SacOil Holdings Limited
13 October 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" or "the Group")
USD25m Standby Equity Distribution Agreement
Pro forma financial effects
Further cautionary announcement
1. Introduction
Shareholders of SacOil ("Shareholders") are referred to the
announcement released on the Securities Exchange News Service
("SENS") of the JSE Limited ("JSE") and on the Regulatory News
Service of the London Stock Exchange on Friday, 2 September 2011
regarding the specific issue of ordinary shares to Timtex
Investments (Proprietary) Limited ("Timtex"), an associate of Encha
Group Limited ("Encha") ("the Specific Issue"), the promoter`s fee
of R1 500 000 payable to Encha ("the Promoter's Fee") and the
cautionary announcement (collectively "the Announcement")).
2. USD25m Standby Equity Distribution Agreement
On Wednesday, 12 October 2011 SacOil entered into a Standby
Equity Distribution Agreement ("SEDA") of USD25m ("Commitment
Amount") with Yorkville Advisers UK LLP ("YA"), an exempt limited
partnership registered in the Cayman Islands.
The SEDA is available, unless otherwise terminated earlier in
accordance with its terms, for a period of three years and the
number and timing of each advance draw down ("Advance") is at the
discretion of the Company provided that the Company shall not be
entitled to draw down more than one advance every five trading
days, unless otherwise approved by YA.
Limitations on the number of Advances as well as the quantum of
the Advances, ensures a spread of the drawdown amounts over a three
year period. In spreading the drawdowns over three years, the
dilution of existing Shareholders is also spread to avoid sudden
dilution of existing Shareholders' interests in the Company.
Each Advance by the Company will be settled by the issue of new
Ordinary Shares ("Ordinary Shares"). Any Ordinary Shares to be
issued in relation to an Advance shall be listed on the JSE and
admitted to trading on AIM. The number of Ordinary Shares to be
issued in relation to an Advance shall be equal to the Advance
amount divided by the purchase price, where the purchase price
shall be 94% of the lowest of the daily volume weighted average
prices ("VWAP") of the Ordinary Shares of the Company during the
period of 5 consecutive trading days beginning on the first trading
day after the date of the Advance notice.
The SEDA improves SacOil's ability to fund its current and
future operational obligations.
Any issue of shares in terms of the SEDA constitutes a specific
issue of shares for cash in terms of JSE Listings Requirements, and
accordingly requires approval by Shareholders.
3. Pro Forma financial effects
Shareholders are advised that updated unaudited pro forma
financial effects relating to the Specific Issue and the Promoters
Fee as published in the Announcement, has been set out below. The
table below furthermore includes the unaudited pro forma financial
effects of SEDA.
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.
It has been assumed for purposes of the pro forma financial
effects that the proposed transactions took place with effect from
1 March 2010 for statement of comprehensive income purposes and at
28 February 2011 for statement of financial position purposes.
The unaudited pro forma financial effects set out below are the
responsibility of the directors of the Company and have been
prepared for illustrative purposes only and because of their nature
may not fairly present the financial position, changes in equity,
and results of operations or cash flows of SacOil after the
transactions.
After the
After the Specific
Specific Issue,
Issue and Percentage Promoter's Percentage
Before Promoter's change Fee and change
(1) Fee(2) (%)(3) SEDA(4) (%)(5)
Loss per
share
(cents) (6.67) (5.30) 20.59 (3.33) 37.17
Diluted loss
per share
(cents) (6.21) (5.00) 19.48 (3.21) 35.82
Headline
loss per
share
(cents) (6.62) (5.30) 19.93 (3.30) 37.69
Diluted
headline
loss per
share
(cents) (6.16) (5.00) 18.82 (3.18) 36.34
Net asset
value per
share
(cents) 69.57 69.08 (0.71) 65.39 (5.34)
Net tangible
asset value
per share
(cents) 11.03 18.87 71.10 30.33 60.74
Weighted
average
number of
shares in
issue
(000's) 449 629 561 569 24.90 901 198 60.48
Weighted
average
number of
shares in
issue for
dilution
(000's) 482 933 594 873 23.18 934 503 57.09
Number of
shares
issued
(000's)
Notes: 674 090 786 031 16.61 1 125 660 43.21
The pro forma financial effects of the SEDA have been calculated
based on the following assumptions:
-- YA advanced a maximum commitment amount of USD25m to SacOil
and elected to subscribe for up to the South African Rand
equivalent in Ordinary Shares on 28 February 2011; and
-- The Rand amount in respect of the Commitment Amount was
calculated for illustrative purposes using the exchange rate of
R7.93 to USD1.00 on 11 October 2011, being the last practicable
date and using an estimated number of shares of 339 629 332 which
has been calculated based on the conversion price of 58 cents per
Ordinary Share, being a 6.0% discount to the 5 day VWAP of Ordinary
Shares to 11 October 2011.
1. The "Before" column has been extracted without adjustment
from the audited, published results of SacOil for the year ended 28
February 2011. The "Before" net asset value and net tangible asset
value per SacOil 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 and the Promoter's Fee" is
based on:
(a) Issue of 111, 940, 298 new Ordinary Shares at R0.67 per
Ordinary Share, being the closing price of SacOil Ordinary Shares
on 29 August 2011;
(b) Payment of the Promoters Fee of R1, 500, 000 (Including VAT)
to Encha. As this cost was incurred in the course of issuing
ordinary shares in SacOil it has been debited directly to equity in
terms of IAS 32: Financial Instruments;
(c) Payment of estimated transaction costs amounting to R279,
000 in respect of the specific issue to Timtex. As these costs were
incurred in the course of issuing ordinary shares in SacOil they
have been debited directly to equity in terms of IAS 32: Financial
Instruments; and
(d) No income benefit has been attributed to the cash received
in respect of the specific issue of shares as the proceeds with be
used to fund working capital.
3. Measured as the "After the Specific Issue and the Promoter's
Fee" column as a percentage of the "Before" column.
4. The "After the Specific Issue, the Promoters Fee and the
SEDA" is based on:
(a) the adjustments detailed in note 2 above;
(b) The conversion of the maximum commitment amount of USD 25,
000, 000 on 28 February 2011 into 339 629 332 ordinary shares at a
6,0 % discount to the 5-day volume weighted average price (Rounded
up to the nearest half cent) to 11 October 2011;
(c) Payment of implementation fee of R3 962 642, due diligence
fee R123 710 and legal expenses of R185 566, in respect of the
SEDA. As these costs were incurred in the course of issuing
ordinary shares in SacOil they have been debited directly to equity
in terms of IAS 32: Financial Instruments;
(d) Payment of estimated transaction costs amounting to R736 000
in respect of the specific issue to YA. As these costs were
incurred in the course of issuing ordinary shares in SacOil they
have been debited directly to equity in terms of IAS 32: Financial
Instruments; and
(e) No income benefit has been attributed to the cash received
in respect of the specific issue of shares as the proceeds with be
used to fund working capital
.
5. Measured as the "After the Specific Issue, the Promoter's Fee
and the SEDA" column as a percentage of the "After the Specific
Issue and the Promoter's Fee " column
4. Circular to Shareholders
In the Announcement, Shareholders were advised that a circular,
setting out the full terms of the Specific Issue, the Promoter's
Fee and incorporating a notice convening a general meeting of
Shareholders of ordinary shares would be posted on or about 30
September 2011.
Shareholders are herewith advised that a Circular is currently
in the process of being approved by the JSE, setting out full
details of the Specific Issue, the Promoters Fee and SEDA, and
which will be posted to Shareholders before the end of October
2011.
The salient dates and times of the general meeting will be
announced in due course.
5. Further cautionary announcement
Shareholders are advised that the Company continues to consider
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 continue to
exercise caution when dealing in the Company`s securities until a
further announcement in this regard is made.
Johannesburg
13 October 2011
JSE Sponsor
The Standard Bank of South Africa Limited
For further information please contact:
AIM Nominated Adviser and Joint Broker
finnCap Ltd
Matthew Robinson / Christopher
Raggett +44 (0)20 7220 0500
Joint Broker (United Kingdom)
Shore Capital Stockbrokers Ltd
Jerry Keen / Bidhi Bhoma +44 (0)20 7408 4090
Public Relations (South Africa)
The Riverbed Agency (SA)
Raphala Mogase / Bongiwe Moeli +27 (0) 11 783 7903
Public Relations (United Kingdom)
Pelham Bell Pottinger (UK)
Philip Dennis +44 (0)20 7861 3919
Nick Lambert +44 (0)20 7861 3936
Rollo Critchton-Stuart +44 (0)20 7861 3918
This information is provided by RNS
The company news service from the London Stock Exchange
END
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