TIDMSAC
RNS Number : 7534Q
SacOil Holdings Limited
25 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")
Salient dates and times, posting of circular to shareholders,
Identiguard litigation update, trading statement and 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 Thursday, 13 October 2011
regarding:
-- a specific issue of ordinary shares to Timtex Investments
Proprietary Limited ("Timtex"), an associate of Encha Group Limited
("Encha");
-- a Standby Equity Distribution Agreement of USD25m with Yorkville Advisers UK LLP; and
-- a promoter`s fee of R1 500 000 payable to Encha;
(collectively referred to as "the Transactions".)
2. Circular to Shareholders
Shareholders are advised that a circular dated 24 October 2011,
setting out the full details of the Transactions as well as details
of proposed amendments to the SacOil share option scheme, will be
delivered to Shareholders today, either by email or courier and
that the general meeting of Shareholders to approve the
Transactions ("the General Meeting"), will be held on at 09:00 on
Thursday, 17 November 2011 at the registered office of SacOil being
2nd Floor, The Gabba Building, Dimension Data Campus, 57 Sloane
Street, Bryanston, 2021 ("the Registered Office").
Shareholders are further advised that copies of the Circular may
be obtained during normal business hours from Monday, 24 October
2011 until Thursday, 17 November 2011 both days inclusive. from the
Registered Office, the sponsor; The Standard Bank of South Africa
Limited, 5(th) Floor, 3 Simmonds Street, Johannesburg, 2001 or the
transfer secretaries; Link Market Services South Africa Proprietary
Limited, 13th Floor, Rennie House, 19 Ameshoff Street,
Braamfontein, Johannesburg, 2001.
The Circular will also be available for download in electronic
form from the Company's website www.sacoilholdings.com
3. Salient Dates and Times
Shareholders are herewith advised of the salient dates and times
relating to the Transactions:
2011
--------------------------------------------------------- ----------------------
Last day to trade in SacOil shares on the JSE Limited
("JSE") and on the AIM Market of the London Stock
Exchange ("AIM") in order to be recorded in the share
register on the Record Date to be to be eligible to Friday, 4 November
vote at the General Meeting
--------------------------------------------------------- ----------------------
Record Date to be eligible to vote at the General Friday, 11 November
Meeting
--------------------------------------------------------- ----------------------
Last day to lodge forms of proxy for the General Meeting Tuesday, 15 November
by 09:00
--------------------------------------------------------- ----------------------
General Meeting to be held at 09:00 Thursday, 17 November
--------------------------------------------------------- ----------------------
Results of the general meeting released on SENS Thursday, 17 November
--------------------------------------------------------- ----------------------
Results of the general meeting published in the press Friday, 18 November
--------------------------------------------------------- ----------------------
Expected date of listing the new SacOil Ordinary Shares Monday, 21 November
on the JSE and of admission of the new SacOil Ordinary
Shares to trading on AIM
--------------------------------------------------------- ----------------------
Notes
1. All times shown above are South African local times.
2. These dates and times are subject to change. Any material
changes will be released on SENS and published in the South African
press.
4. Litigation statement
Identiguard matter update
The Company previously reported on the application instituted by
Identiguard International Proprietary Limited (Identiguard) against
SacOil Proprietary Limited, an entity in which the company owns 50%
of the issued share capital. Identiguard obtained a judgment
against the DRC Government. In partial execution of that judgment,
Identiguard sought to attach the payment of the supplementary
signature bonus (US$2 million) under the Block III Production
Sharing Agreement that was concluded between SacOil Proprietary
Limited and the DRC Government. Despite SacOil Proprietary
Limited's opposition to the application, the South Gauteng High
Court ("High Court") delivered judgment in favour of Identiguard
during May 2011 and authorised the notice of attachment. SacOil
Proprietary Limited applied for leave to appeal against the High
Court judgment. The application for leave to appeal was heard on
Tuesday, 4 October 2011 and since this date, SacOil Proprietary
Limited was granted leave to appeal to the Supreme Court of Appeal.
In delivering the judgment in the application for leave to appeal,
the High Court concluded that there was a reasonable prospect that
another court may come to a different conclusion and therefore the
granting of leave to appeal was warranted. It is unlikely that the
appeal will be heard by the Supreme Court of Appeal before next
year.
5. Trading Statement
In terms of the Listings Requirements of the JSE, companies are
required to publish a trading statement as soon as they become
aware that the financial results for the period to be reported upon
next will differ by at least 20% from the financial results for the
previous corresponding period even if it does not have reasonable
certainty in terms of providing a range.
Accordingly, SacOil shareholders are advised that the Group has
reasonable certainty that the Group`s earnings and headline
earnings for the six months ending 31 August 2011 will be
negatively impacted by at least 330% to 350%. This is mainly due to
the following costs incurred during the six months to 31 August
2011:
0 Costs incurred in relation to the Company's admission to AIM
on 8 April 2011;
0 Costs incurred in relation to the Group's current and future
oil and gas operations;
0 A share-based payment expense recognised in profit and loss
(in accordance with IFRS 2 - Share-Based Payments), in an amount of
R8, 9million, in relation to equity settled call options granted to
Renaissance BJM Securities (Proprietary) Limited ("Renaissance")
and approved by Shareholders at a general meeting held on 31 March
2011. In terms of the call option confirmations, Renaissance has
been granted call options by SacOil in respect of SacOil's ordinary
shares with an expiration date of 20 February 2012. The number of
options granted are 6 394 888 call options with a strike price of
R1, 45 per ordinary share and 5 626 234 call options with a strike
price of R1, 48 per ordinary share.
The Company's Manganese plant, better known as the Greenhills
Plant, remained profitable for the period under review.
The interim results for the six months ending 31 August 2011
will be released on or about 31 October 2011. This trading
statement has not been reviewed or reported on by SacOil's
auditors
6. Further cautionary announcement
Shareholders should note that the further cautionary
announcement as published on SENS on 13 October 2011 remains in
force. Shareholders should therefore continue to exercise caution
when dealing in their SacOil shares until a further announcement is
made.
25 October 2011
Johannesburg
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/Nick Lambert/Rollo Critchton-Stuart +44 (0)20 7861 3232
This information is provided by RNS
The company news service from the London Stock Exchange
END
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