TIDMSAC
RNS Number : 9591U
SacOil Holdings Limited
06 December 2013
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
Letters of allocation JSE share code: SCLN
ISIN: ZAE000185492
("SacOil" or the "Company")
RIGHTS OFFER DECLARATION AND FINALISATION ANNOUNCEMENT
1. Introduction
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.
2. 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.
3. Salient dates and times
Details Date
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Declaration announcement and finalisation announcement Friday, 6 December
released on SENS on 2013
Declaration announcement and finalisation announcement Monday, 9 December
published in the press on 2013
Last day to trade in Shares on the JSE in order Tuesday, 24
to settle by the Record Date and thus be recorded December 2013
as a Shareholder in order to be entitled to
participate in the Rights Offer on
Shares trade ex-Rights Offer entitlement on Friday, 27 December
the JSE from 2013
Listing and trading on the JSE of the letters Friday, 27 December
of allocation from the commencement of trade 2013
on
Record Date in order to be entitled to participate Friday, 3 January
in the Rights Offer on 2014
Rights Offer opens at 09h00 and the circular, Monday, 6 January
including a form of instruction (where applicable), 2014
mailed to Shareholders on
Letters of allocation credited to an electronic Monday, 6 January
account held at the Transfer Secretaries in 2014
respect of Certificated Shareholders on
CSDP or broker accounts credited with entitlements Monday, 6 January
in respect of Dematerialised Shareholders on 2014
Last day to trade in the letters of allocation Friday, 17 January
on the JSE in order to settle by close of the 2014
Rights Offer on
Listing and trading on the JSE of Rights Offer Monday, 20 January
Shares commences at 09h00 on 2014
Payment to be made, and form of instruction Friday, 24 January
to be lodged, with the Transfer Secretaries 2014
by holders of Certificated Shares by 12h00
on
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 Monday, 27 January
Shares debited and updated with Rights Offer 2014
Shares and share certificates posted to Shareholders
on
Results of the Rights Offer announcement released Monday, 27 January
on SENS on 2014
Results of the Rights Offer announcement published Tuesday, 28
in the press on January 2014
Refund payments, if applicable, and share certificates Wednesday, 29
posted to Certificated Shareholders in respect January 2014
of excess applications, on or about
Dematerialised Shareholders will have their Wednesday, 29
accounts at their CSDP or broker credited with January 2014
excess Shares (if applicable) and debited with
the cost thereof (if applicable) on
------------------------------------------------------ -------------------
Notes
1. All times indicated above are local times in South Africa.
2. SacOil Shares may not be dematerialised/rematerialised
between Friday, 27 December 2013 and Friday, 3 January 2014, both
days inclusive.
3. CSDPs effect payment in respect of Dematerialised
Shareholders on a delivery-versus-payment method.
4. Rights Offer Shares not taken up by Shareholders will lapse.
4. Jurisdiction
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.
5. Circular
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.
6. 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.
Johannesburg
6 December 2013
JSE Sponsor
Nedbank Capital
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
Michelle Benade
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
Pelham Bell Pottinger (UK)
Philip Dennis +44 (0) 20 7861 3919
Nick Lambert +44 (0) 20 7861 3936
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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