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Publication of Circular, Notice of EGM and Update on Delisting from AIM

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24 Apr 2017

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”)

PUBLICATION OF CIRCULAR, NOTICE OF EXTRAORDINARY GENERAL MEETING AND UPDATE ON DELISTING FROM AIM

Shareholders are referred to the announcement made by the Company on 6 March 2017 in which it was noted that the board of directors of the Company believes that it is in the best interests of the Company and its shareholders as a whole for the Company to cancel the admission of the ordinary shares to trading on AIM (the “Cancellation”).

In accordance with Rule 41 of the AIM Rules, the Cancellation is conditional upon the approval of not less than 75 per cent of the votes cast by shareholders (whether present in person or by proxy) in general meeting.

The Company therefore announces its intention to seek shareholders' approval for the Cancellation.  An explanatory circular (“the Circular”) will be posted to shareholders today setting out the background to and reasons for the Cancellation, the reasons why the directors believe that this is in the best interests of the Company and its shareholders as a whole and their recommendation to shareholders to vote in favour of the resolution (the “Resolution”). A copy of the Circular is available at www.sacoilholdings.com.

An extraordinary general meeting of the Company will be held at 1st Floor, 12 Culross Road, Bryanston, on Monday, 22 May 2017 at 10:00 where the Resolution will be proposed to the shareholders for approval.  A notice convening the extraordinary general meeting can be found in the Circular.

The date on which shareholders must be recorded as such in the share register to be eligible to vote at the extraordinary general meeting is Friday, 12 May 2017, with the last day to trade being Tuesday, 9 May 2017.

Subject to the Resolution being passed at the Extraordinary General Meeting, cancellation of the Company’s Ordinary Shares to trading on AIM will become effective at 7:00 on Wednesday, 31 May 2017. Pursuant to Rule 41 of the AIM Rules, the Company, through its nominated adviser, finnCap Limited, has notified the London Stock Exchange of the proposed Cancellation.

Up to and until Cancellation, trading in the Company's shares on AIM will remain suspended but they will continue to trade on the JSE.

Further information regarding the background to and principal effects of the Cancellation is set out at the bottom of this announcement.

JSE Sponsor

PSG Capital Proprietary Limited

24 April 2017

For further information please contact:

SacOil Holdings Limited

Damain Matroos

+27 (0)10 591 2260

finnCap Limited (Nominated adviser and broker)

Christopher Raggett and James Thompson

+44 (0) 20 7220 0500

Buchanan (Financial PR adviser)

Ben Romney / Chris Judd

+44 (0)20 7466 5000

ABOUT SACOIL

SacOil is a South African based independent African oil and gas company, dual-listed on the JSE and AIM.  The Company has a diverse portfolio of assets spanning production in Egypt; exploration and appraisal in the Democratic Republic of Congo, Malawi and Botswana; and midstream projects including crude trading in Nigeria and a terminal project in Equatorial Guinea.  Our focus as a Group is on delivering energy for the African continent by using Africa's own resources to meet the significant growth in demand expected over the next decade.  The Company continues to evaluate industry opportunities throughout Africa as it seeks to establish itself as a leading, full-cycle pan-African oil and gas company.

BACKGROUND AND REASON FOR CANCELLATION

The Board has conducted a review of the advantages and disadvantages to the Group and its Shareholders in retaining its quotation on AIM, and believes that Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Board has considered the following key factors:

  • the cost, management time and the legal and regulatory burden associated with maintaining the Company’s admission to trading on AIM which, in the Directors’ opinion, are disproportionate to the benefits to the Company;
  • approximately 93.8 percent of the Company’s current issued share capital is traded on the JSE and, as a result, the free float and liquidity of the Ordinary Shares on AIM is limited; and
  • the AIM listing of the Ordinary Shares does not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. With little trading volume, the Company’s share price can move up or down significantly following trades of small numbers of shares. Following careful consideration, the Board believes that it is in the best interests of the Company and Shareholders to seek the proposed Cancellation at the earliest opportunity.

PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION

Under the AIM Rules, the Company is required to give at least 20 clear Business Days’ notice of Cancellation. Additionally, Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Resolution. If the Resolution is passed at the Extraordinary General Meeting, the Cancellation will take effect at 07:00 (London time)/ 08:00 (Johannesburg time) on Wednesday, 31 May 2017 (the “Effective Date”).

The principal effects of the Cancellation will be that:

there will be no formal market mechanism enabling the Shareholders to trade Ordinary Shares on AIM, but Shareholders will be able to trade their Ordinary Shares on the JSE subject to undertaking certain actions, as set out in this document;

he regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply, but the regulatory framework of the JSE will still apply;

Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events, and the Company will no longer be required to obtain shareholder approval for certain transactions, where applicable, including substantial transactions, reverse takeovers, and fundamental changes in the Company’s business, albeit similar protection may be afforded pursuant to the JSE Listings Requirements and South African company law;

the Company will cease to have an independent nominated adviser and broker, but will maintain its JSE Sponsor as required in terms of the JSE Listings Requirements; and

the Cancellation may have taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are non-exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

SacOil’s Ordinary Shares will continue to be listed on the JSE. Following Cancellation, Shareholders holding Ordinary Shares on the Jersey register will be able to trade their Ordinary Shares on the JSE by following the procedure outlined below.

Following Cancellation, the Board intends to continue to operate the Company’s business in the same manner and with the same strategy as at present.

TERMINATION OF THE DEPOSITARY INTEREST FACILITY, TRANSFER OF ORDINARY SHARES TO THE SOUTH AFRICAN REGISTER AND TRADING ORDINARY SHARES ON THE JSE

Termination of the Depositary Interest facility

SacOil has directed Computershare Investor Services PLC (“Computershare”), as Depositary, to terminate SacOil’s Depositary Interest facility with effect from Wednesday, 31 May 2017 (the “DI Facility Termination Date”).

Consequently, and in accordance with the terms of the Depositary Interest trust deed, Computershare will today by separate letter give notice of termination to all Depositary Interest Holders.

Transfer of Ordinary Shares to the South African register

Prior to the DI Facility Termination Date, any Depositary Interest Holder may direct their broker to:

(a) make a CREST Stock withdrawal instruction, in order for their holding to be replaced with the equivalent number of Ordinary Shares in the Company; and

(b) once a CREST Stock withdrawal instruction has been made, submit a Register Removal Request Form to Computershare requesting that their Ordinary Shares be removed from the Jersey register and transferred to the South African register and elect whether such Ordinary Shares are to be dematerialised into Strate or to be held in certificated form. Copies of the Register Removal Request Form can be requested from Computershare at !ALLUKGlobalTransactionTeam@computershare.co.uk or obtained from the Company’s website at www.sacoilholdings.com or requested from investorrelations@sacoilholdings.com.

Any depositary interests remaining on the Company’s Depositary Interest register as at the DI Facility Termination Date will be cancelled and replaced on or shortly after the DI Facility Termination Date with the equivalent number of Ordinary Shares in the Company and the holders of such shares will be entered onto the Company’s Jersey register, and share certificates will be issued to the holders of such Ordinary Shares.

It is the intention of the Company that the Jersey register will remain in place for approximately three months after the Effective Date. All holders of shares held on the Company’s Jersey register on the date on which the Jersey register is closed will then be migrated to the Company’s shareholder register in South Africa.

Trading Ordinary Shares on the JSE

Shareholders on the Jersey register after the Effective Date who wish to trade their shares on the JSE will be required to transfer their shares to the South Africa register and dematerialise such shares into Strate. For further information on the steps that need to be taken to trade on the JSE, please contact the Company’s South African Transfer Secretaries, Link Market Services South Africa Proprietary Limited, on the following contact details:

Telephone: +27 (0) 86 154 6572

Fax: +27 (0) 86 674 4381

Email: info@linkmarketservices.co.za

Post: PO Box 4844, Johannesburg, 2000

CURRENT TRADING AND STRATEGY

The Company released the interim results of the Group for the six months ended 31 August 2016 on 30 November 2016.

The Group generated a loss after tax of R221.4 million (2015: profit of R2.8 million), a basic loss per share of 6.77 cents (2015: basic earnings per share of 0.32 cent) and a basic headline loss per share of 6.77 cents (2015: basic headline earnings per share of 0.25 cent) for the period ended 31 August 2016. Key contributing factors were the strengthening of the Rand against the US Dollar (“US$”) which resulted in foreign exchange losses totalling R61.4 million (2015: R57.5 million in foreign exchange gains due to the weakening of the Rand) arising from the revaluation of the Group’s US$-denominated assets, the provision for impairment of R164.0 million with respect to other financial assets and the underperformance of the Lagia asset.  These losses were partially offset by an increase of R31.9 million in investment income for the period.

Furthermore, as announced on 6 March 2017, the Company has signed agreements to acquire and subscribe for shares comprising the entire issued share capital of Phembani Oil. Phembani Oil’s only asset is a 71% direct interest in Afric Oil, one of the largest independent fuel distributors in South Africa, distributing over 30 million litres of fuel product (diesel, petrol and paraffin) monthly to a diversified client base that includes local and national government, mining, construction, transport, manufacturing, parastatals, resellers and agricultural clients. Following completion of the acquisition, SacOil will hold a 71% indirect interest in Afric Oil, with the remaining 29% interest held by The Compensation Fund, a fund managed by the Public Investment Corporation SOC Limited.

PROCESS FOR CANCELLATION

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 percent of votes cast by Shareholders at an Extraordinary General Meeting. Accordingly the Notice of Extraordinary General Meeting set out in Part II of this document contains a special resolution to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires an AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date. In accordance with AIM Rule 41, on 6 March 2017 the Company notified AIM of the Company’s intention, subject to the Resolution being passed at the Extraordinary General Meeting, to cancel the Company’s admission of the Ordinary Shares to trading on AIM. Accordingly, if the Resolution is passed, the Cancellation will be effective at 07:00 (London time)/08:00 (Johannesburg time) on Wednesday, 31 May 2017.

EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting will be held at 1st Floor, 12 Culross Road, Bryanston, 2021, Johannesburg, Gauteng, South Africa at 10:00 on Monday, 22 May 2017. If approved, it is expected that the Cancellation will take effect from 07:00 (London time)/08:00 (Johannesburg time) on Wednesday, 31 May 2017. If the Cancellation becomes effective, finnCap Ltd will cease to be nominated adviser of the Company and the Company will no longer be required to comply with the AIM Rules.

EXTRAORDINARY GENERAL MEETING – ACTION TO BE TAKEN BY SACOIL SHAREHOLDERS WHOSE ORDINARY SHARES ARE REGISTERED ON THE SOUTH AFRICAN REGISTER

If you hold Dematerialised Shares

Own-name Registration

You are entitled to attend, or to be represented by proxy, and may vote at the Extraordinary General Meeting. If you are unable to attend the Extraordinary General Meeting, but wish to be represented thereat, you must complete and return the attached South African Form of Proxy (yellow), in accordance with the instructions contained therein, to be received by Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, South Africa by no later than 10:00 on Thursday, 18 May 2017.

Other than Own-name Registration

If your CSDP or broker does not contact you, you are advised to contact your CSDP or broker and provide them with your voting instructions. If your CSDP or broker does not obtain instructions from you, they will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your CSDP or broker. You must not complete any of the attached forms of proxy. In accordance with the Custody Agreement between you and your CSDP or broker you must advise your CSDP or broker timeously if you wish to attend, or to be represented at the Extraordinary General Meeting. Your CSDP or broker will be required to issue the necessary letter of representation to you to enable you to attend, or to be represented at the Extraordinary General Meeting.

If you hold Certificated Shares

You are entitled to attend, or to be represented by proxy, and may vote at the Extraordinary General Meeting.

If you are unable to attend the Extraordinary General Meeting, but wish to be represented thereat, you must complete and return the attached South African Form of Proxy (yellow), in accordance with the instructions contained therein, to be received by the Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, South Africa by no later than 10:00 on Thursday, 18 May 2017.

SacOil does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of a Dematerialised Shareholder to notify such Shareholder of the Extraordinary General Meeting or any business to be conducted thereat.

EXTRAORDINARY GENERAL MEETING – ACTION TO BE TAKEN BY SACOIL SHAREHOLDER WHO ORDINARY SHARES ARE REGISTERED ON THE JERSEY REGISTER

If you hold Depositary Interests

Subject to and in accordance with the terms of the Deed Poll and any arrangements between you and your broker, you are entitled to attend, or to be represented by proxy, at the Extraordinary General Meeting.

You must advise the Depositary if you wish to attend, or to be represented at the Extraordinary General Meeting.

You must not complete any of the attached forms of proxy.

The Depositary will contact you and ask you to complete a Form of Instruction. If you wish to attend or to be represented at the Extraordinary General Meeting, the Depositary will be required to issue the necessary letter of representation to you to enable you to attend or to be represented at the Extraordinary General Meeting.

If your broker through whom you hold your Depositary Interests does not contact you, you are advised to contact your broker and provide them with your voting instructions. If your broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them.

If you hold Certificated Shares

You are entitled to attend, or to be represented by proxy, and may vote at the Extraordinary General Meeting.

If you are unable to attend the Extraordinary General Meeting, but wish to be represented thereat, you must complete and return the attached Jersey Form of Proxy, in accordance with the instructions contained therein, to be received by Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom, by no later than 09:00 (London time) on Thursday, 18 May 2017.

Recommendation

The Directors consider that the Resolution and Cancellation is in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that you vote in favour of the Resolution, as they intend to do in respect of their own beneficial shareholdings amounting to 814,413 Ordinary Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notice provided to the London Stock Exchange to notify it of the proposed Cancellation

Monday, 6 March 2017

Record date to be eligible to receive this Circular

Thursday, 13 April 2017

Publication on SENS and RIS and posting of this document and forms of proxy to Shareholders

Monday, 24 April 2017

Last day to trade in order to be eligible to vote at the Extraordinary General Meeting

Tuesday, 9 May 2017

Record date to be eligible to vote at the Extraordinary General Meeting

Friday, 12 May 2017

Latest time and date for receipt of completed Forms of Instructions from UK CREST holders in respect of the Extraordinary General Meeting

09:00 (London time) on Wednesday, 17 May 2017

Latest time and date for receipt of completed Jersey Forms of Proxy in respect of the Extraordinary General  Meeting

09:00 (London time) on Thursday, 18 May 2017

Latest time and date for receipt of completed South African Forms of Proxy in respect of the Extraordinary General Meeting

10:00 on Thursday, 18 May 2017

Time and date of the Extraordinary General Meeting

10:00 on Monday, 22 May 2017

Results of the Extraordinary General Meeting released on SENS and by RIS

Monday, 22 May 2017

Expected time and date of Cancellation

07:00 (London time) on Wednesday, 31 May 2017

Notes

(1) All of the times referred to in this document refer to South African time, unless otherwise stated.

(2) Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through the RIS and SENS.

(3) If the Extraordinary General Meeting is adjourned or postponed, all forms of proxy submitted in respect of the initial Extraordinary General Meeting will remain valid in respect of any adjournment or postponement of the Extraordinary General Meeting.

DEFINITIONS AND INTERPRETATIONS

“Afric Oil”

Afric Oil Proprietary Limited, a company incorporated in South Africa with registration number 1995/001866/07

“AIM”

AIM, the market operated by the London Stock Exchange

“AIM Rules”

the rules and guidance for companies whose shares are admitted to trading on AIM entitled “AIM Rules for Companies” published by the London Stock Exchange, as amended from time to time

“Business Day”

a day (excluding Saturdays, Sundays and public holidays in England, Wales and South Africa) on which banks are generally open for business in London and South Africa for the transaction of normal banking business

“Cancellation”

the cancellation of admission of the Ordinary Shares to trading on AIM, subject to passing of the Resolution and in accordance with Rule 41 of the AIM Rules

“Certificated Shares”

Ordinary Shares which have not been dematerialised and which are held in physical form

“Circular”

The document to be posted to shareholders on 24 April 2017

“Company” or “SacOil”

SacOil Holdings Limited, a public company registered in South Africa with company registration number 1993/000460/06

“Companies Act”

the South African Companies Act, 2008, No. 71 of 2008, as amended, and including the Companies Regulations, 2011

“CREST”

a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form

“CREST Regulations”

the Uncertificated Securities Regulations 2001 (SI 2001/3755)

“CSDP”

a Central Securities Depository Participant, appointed by individual SacOil Shareholder(s) for the purpose of, and in regard to, dematerialisation in terms of the Financial Markets Act

“Deed Poll”

the deed poll, dated 17 November 2010, made by the Depositary dealing with the creation and issue of Depositary Interests

“Dematerialised Share(s)”

Ordinary Share(s) that have been dematerialised through a CSDP or broker and replaced by electronic record(s) of ownership under the Strate system

“Dematerialised Shareholder(s)”

holders of Dematerialised Shares

“Depositary”

Computershare Investor Services PLC acting in its capacity as depositary pursuant to the terms of the agreement for the provision of depositary services entered into between the Company and Computershare Investor Services PLC

“Depositary Interest”

a depositary interest issued by the Depositary representing an entitlement to an Ordinary Share which may be traded through CREST in uncertificated form

“Depositary Interest Holder”

a holder of Depositary Interests

“DI Facility Termination Date”

has the meaning given to it in Part 1, paragraph 4.1 of this document

“Directors” or “Board”

the board of directors of the Company, whose names are set out on page 4 of this document

“Effective Date”

has the meaning given to it in Part 1, paragraph 3 of this document

“Extraordinary General Meeting”

the Extraordinary General Meeting of the Company convened for 10:00 on Monday, 22 May 2017 and any adjournment thereof, notice of which is set out at the end of this document

“Financial Markets Act”

the Financial Markets Act, No. 19 of 2012, as amended

“Form of Instruction”

the voting card for Depositary Interests Holders to instruct Computershare Company Nominees Limited (Custodian) on how to vote at the Extraordinary General Meeting

“Group”

SacOil, its subsidiaries and associated companies

“Jersey”

the Bailiwick of Jersey

“Jersey Form of Proxy”

the form of proxy, only enclosed with this document for Shareholders holding Ordinary Shares on the Jersey register, for use by such Shareholders at the Extraordinary General Meeting or at any adjournment thereof

“Jersey Registrar”

Computershare Investor Services (Jersey) Limited, c/o The Pavillions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom

“JSE”

JSE Limited, a public company incorporated in South Africa with registration number 2005/022939/06 and licensed as an exchange under the Financial Markets Act, Act 19 of 2012

“London Stock Exchange” or “LSE”

London Stock Exchange plc

“Major Shareholder”

Public Investment Corporation (SOC) Limited (registration number 2005/009094/06), a corporation created in terms of the Public Investment Corporation Act 2004, as amended, and duly registered and incorporated under the laws of South Africa

“Notice of Extraordinary General Meeting”

the notice of Extraordinary General Meeting which is set out in Part II of this document

“Ordinary Shares”

the existing ordinary shares in the Company

“Phembani Oil”

Phembani Oil Proprietary Limited, a company incorporated in South Africa with registration number 2006/037679/07

“Regulatory Information Service” or “RIS”

has the meaning given to it in the AIM Rules being any of the services approved by the Financial Conduct Authority for the distribution to the public of regulatory announcements and included in the list maintained on its website

“Resolution”

the resolution to be proposed at the Extraordinary General Meeting in the form set out in the Notice of Extraordinary General Meeting

“SENS”

the Stock Exchange News Service of the JSE

“Shareholders”

holders of Ordinary Shares from time to time and “Shareholder” means any one of them

“South African Form of Proxy”

the yellow form of proxy only enclosed with this document for Shareholders holding Ordinary Shares on the South African register for use by such Shareholders at the Extraordinary General Meeting or at any adjournment thereof

“Strate”

Strate Proprietary Limited (registration number 1998/022242/07), a private company incorporated and registered in South Africa and the electronic settlement system for transactions that take place on the JSE and off-market trades

“Transfer Secretaries”

Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07), a private company incorporated and registered in South Africa and the transfer secretaries to SacOil

“United Kingdom”

the United Kingdom of Great Britain and Northern Ireland