SacOil Holdings Limited Further Announcement Regarding the Acquisition (1071V)
October 23 2014 - 5:13AM
UK Regulatory
TIDMSAC
RNS Number : 1071V
SacOil Holdings Limited
23 October 2014
This announcement replaces the RNS announcement 0420V released
23 October 2014 at 9:00am which was itself a copy of RNS
announcement 8043T released 9 October 2014 at 7:00am and
re-released in error.
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")
Further announcement regarding the acquisition of a 100%
interest in the Lagia oil field, onshore Sinai Peninsula, Egypt and
withdrawal of cautionary announcement
Shareholders are referred to the announcement released on SENS
and RNS on 10 September 2014 wherein the Company announced that it
had entered into a sale and purchase agreement dated 9 September
2014 (the "Agreement") to acquire a Cyprus-registered exploration
and production company, Mena International Petroleum Company Ltd
("MIP"), from Mena International Petroleum Holdings Company Ltd
(the "Seller"), a wholly-owned subsidiary of TSX Venture listed
Mena Hydrocarbons Inc. (TSXV:MNH) ("Mena Hydrocarbons") (the
"Acquisition").
In terms of the aforementioned announcement, SacOil is now in a
position to disclose the financial effects of the Acquisition as
inter alia set out below.
1. Transaction rationale
The acquisition by SacOil of MIP, which has a 100% interest in
the development lease for the Lagia oil field, Egypt, is a
transformational transaction for SacOil, providing a solid 2P
reserves base which has been lacking in the company's portfolio
thus far. With the potential for the asset to deliver production
and cash flow in the very near term this could mark an inflexion
point in SacOil's investment profile signalling a significant
enhancement to the company's business. In securing the asset the
Company gains access to proven plus probable reserves net to MIP of
6.174 million barrels (audited by Degolyer and MacNaughton as at
the year ended 31 December 2013), with estimated future net
revenues before future income tax of $116 million, complementing
the current early stage exploration weighted element of the
portfolio and in so doing changing the Company's risk profile.
The Acquisition also represents a strategic entry to Egypt,
where SacOil sees the potential to build a substantial exploration
and production business.
2. Pro forma financial effects of the Acquisition
Based on SacOil's published audited consolidated results for the
financial year ended 28 February 2014, the pro forma financial
effects of the Acquisition on SacOil's earnings per share ("EPS"),
headline earnings per share ("HEPS"), net asset value per share
("NAV") and tangible net asset value per share ("TNAV") are set out
below ("Financial Effects"). The Financial Effects are prepared in
accordance with the rules of the JSE Limited for illustrative
purposes only and, because of their nature, may not give a fair
presentation of SacOil's financial position or the effect and
impact of the Acquisition on SacOil. The Financial Effects are the
responsibility of the board of directors of SacOil.
Before the
Acquisition Percentage
(1) After the Acquisition change
(cents) (cents) (%)
-------------------------- --------------- ---------------------- -----------
EPS(2) 1.37 0.76 (44.53)
HEPS(2) 1.37 0.76 (44.53)
NAV
NAV(3)(5) 30.74 31.39 2.11
TNAV(3)(5) 22.10 19.33 (12.53)
Shares in issue (000)(4)
Weighted average number
of 3 086 169 261 3 269 836 208 5.95
shares in issue ('000)
(4) 1 435 074 830 1 618 741 777 12.80
-------------------------- --------------- ---------------------- -----------
Notes:
1. The "Before the Acquisition" financial information has been
extracted, without adjustment, from SacOil's published audited
consolidated results for the financial year ended 28 February
2014.
2. EPS and HEPS as reflected in the "After the Acquisition"
column are based on the following assumptions:
a. the Acquisition was implemented on 1 March 2013 for statement
of comprehensive income purposes.;
b. an average exchange rate of R9.6349/$1 has been used to
translate the statement of comprehensive income of MIP.
3. NAV and TNAV as reflected in the "After the Acquisition"
column are based on the following assumptions:
a. the Acquisition was implemented on 28 February 2014 for
statement of financial position purposes;
b. a closing exchange rate of 10.4878/$1 has been used to
translate the statement of financial position of MIP.
4. The number of shares has increased as a result of the issue
of 183 666 947 SacOil shares at R0.58 per share, being the 30 day
volume weighted average price of the SacOil shares on the JSE for
the period ended 8 September 2014, in settlement of the
consideration for the Acquisition of US$10 million.
5. Transaction costs of R6 million are assumed for the Acquisition.
3. Fulfilment of conditions precedent
All the conditions precedent as contained in the Agreement have
now been met and the Acquisition has become unconditional.
4. Withdrawal of cautionary announcement
The board of SacOil has provided shareholders with all
information relating to the Acquisition and accordingly
shareholders are advised that they no longer need to exercise
caution when dealing in the Company's securities.
5. Qualified Person Review
This release has been reviewed by Bradley Cerff, Executive
Director, who is a member of the Society of Petroleum Engineers
with over 18 years' experience in petroleum exploration and
management. Bradley Cerff has consented to the inclusion of the
technical information in this release in the form and context in
which it appears.
23 October 2014
Johannesburg
JSE Sponsor
Nedbank Capital
For further information please contact:
finnCap Limited (Nominated Adviser
and Broker)
Matthew Robinson / Christopher Raggett +44 (0) 20 7220 0500
FirstEnergy Capital (Financial Adviser
and Joint Broker UK)
Majid Shafiq / Travis Inlow +44 (0) 20 7448 0200
Instinctif Partners London (UK Investor
Relations)
David Simonson / Anca Spiridon +44 (0)20 7457 2020
Instinctif Partners Johannesburg (SA
Investor Relations)
Nicholas Williams / Fred Cornet +27 (0)11 447 3030
This information is provided by RNS
The company news service from the London Stock Exchange
END
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