SacOil Holdings Limited RenCap Loan Novation & Board Change (4932U)
December 31 2012 - 2:00AM
UK Regulatory
TIDMSAC
RNS Number : 4932U
SacOil Holdings Limited
31 December 2012
SACOIL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL AIM share code: SAC
ISIN: ZAE000127460
("SacOil" or "the Company")
RenCap loan novation to Gairloch Limited;
Amendment to SacOil loan agreement with Energy Equity Resources
("EER");
Board Change
SacOil, the African independent upstream oil & gas company,
announces it has entered into a series of agreements that will
enable the transfer of the Company's existing loan agreement with
RenCap Securities (Pty) Ltd (South Africa), (formerly called
Renaissance BJM Securities (Pty) Ltd (South Africa)) ("RenCap") to
Gairloch Limited (a private investment holding company registered
in the British Virgin Islands and controlled by Dr Olatunji
Olowolafe) ("Gairloch" or the "lender"). The loan is for the amount
of US$11.25m and was provided to SacOil to fund the US$10.0 million
cash collateral required to enable the posting of the US$25.0
million performance bond for Block OPL 233 in Nigeria
("OPL233").
The Company has also successfully put in place some amendments
to the loan it provided EER, its partner in Block OPL 233 in
Nigeria as part of the farm-in to that block. The changes will
ensure repayment of part of the loan by 31 May 2013. The mutually
agreed total outstanding amount owed to SacOil by EER is US$26.4m
as at 30 November 2012.
The inter-conditional agreements entered into include:
-- Deed of Novation / Sale and Assignment Agreement between RenCap, Gairloch and SacOil;
-- Deed of Confirmation and Amendment / the Confirmation and
Amendment Agreement between Gairloch and SacOil; and
-- An Addendum to the Loan Agreement between SacOil and EER.
Deed of Novation / Sale and Assignment Agreement
The purpose of this agreement is to enable and facilitate
Gairloch replacing RenCap as lender to SacOil pursuant to the loan
facility agreement dated 10 April 2012 between RenCap and SacOil
("Facility Agreement"). This is effected by RenCap transferring all
of its rights, title and interest in and to the Facility Agreement
(and related security) to Gairloch against payment by Gairloch of
amounts outstanding by SacOil to RenCap such that SacOil's payment
obligations to RenCap are discharged in full.
Confirmation and Amendment Agreement
The new agreement with Gairloch includes some amendments to the
original Facility Agreement and provides various key confirmations,
as follows:
-- the loan amount being US$11.25m;
-- the definition of First Maturity Date is deleted and replaced
with Second Maturity Date being 31 December 2013;
-- amendment to the effective cost of finance to 10% per month,
shared equally between SacOil and EER;
-- provision that SacOil may not repay or prepay all or any part
of the loan before the date which is two months after the date on
which the agreement becomes effective and unconditional;
-- the agreement seeks to amend this restriction by allowing the
lender to convert the loan into SacOil shares at any time. SacOil
to use its reasonable endeavours to procure the issue of shares to
Gairloch using the SEDA arrangements in place; and
-- the agreement also provides for additional security (in the
form of a second ranking charge over the US$10.0 million cash
collateral held with Ecobank and SacOil's shares in OPL 233) to be
provided by SacOil as soon as practicable after the date of
signature of the agreement.
Addendum to Loan Agreement between SacOil and EER
The purpose of this agreement is to amend the loan agreement
concluded between SacOil and EER on or about 3 October 2011 as
subsequently amended ("Loan Agreement"). This loan to EER was
provided at the time of the posting of the US$25.0 million
performance bond to record EER's obligations and share of the
same.
This agreement is conditional upon the transfer agreement
referred to above being concluded and Gairloch successfully
replacing RenCap as lender under the Facility Agreement.
EER's indebtedness to SacOil as at 30 November 2012 is mutually
agreed as being US$26.4 million broken down as US$10.0 million
related to asset acquisitions; US$1.5 million being promote fee
advance, US$7.5 million being the non-cash collateral SacOil
provided to Ecobank on behalf of EER for the OPL 233 performance
bond; and US$7.4 million related to the cash collateral SacOil
provided to Ecobank on behalf of EER for the OPL 233 performance
bond.
This agreement amends the Loan agreement as follows:
-- cash amount of US$7.4 million to be repaid by 31 May 2013;
-- amendment to the Interest clause by providing that no
interest will accrue on the loan from 1 December 2012 until 31 May
2013 provided that the short term loan amount outstanding is repaid
by 31 May 2013;
-- introduction of a non-cash repayment of US$7.5 million of the loan, by requiring that EER re-collateralise the obligations in respect of this amount under the existing performance bond issued by Ecobank in favour of NNPC currently funded by SacOil pursuant to an existing performance bond; and
-- EER agrees to pay to SacOil 50% of any amount of interest and
costs accruing to Gairloch under the Facility Agreement.
Board Change
Roger Rees has resigned as Finance Director of the Company with
effect from 23 December 2012. Roger has advised the board that his
non-executive director and personal commitments do not allow him to
dedicate the time required to fulfill the executive role. Roger is
currently a non-executive director of three other companies where
his time commitments are already fixed. Roger has agreed to
continue to work with the Company on a consultancy basis going
forward.
31 December 2012
ENDS
JSE Sponsor
Nedbank Capital
For further information please contact:
finnCap Limited (Nominated Adviser
and Broker) +44 (0) 20 7220 0500
Matthew Robinson / Christopher Raggett
FirstEnergy Capital (Joint Broker
UK)
Majid Shafiq/ Travis Inlow +44 (0) 20 7448 0200
GMP Securities Europe LLP (Joint Broker
UK)
James Pope/ Chris Beltgens +44 (0) 20 7647 2800
Keyter Rech Investor Solutions (Investor
Relations SA)
Vanessa Ingram/ Lynne Bothma
The Riverbed Agency (Press Relations +27 (0) 11 447 2993
SA)
Raphala Mogase +27 (0) 11 783 7903
Pelham Bell Pottinger (Press Relations
UK)
Philip Dennis +44 (0) 20 7861 3919
Rollo Crichton-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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