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Completes Transformational Acquisition of Controlling Interest In Afric Oil Group

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31 May 2017

SACOIL HOLDINGS LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1993/000460/06)

JSE Share Code: SCL

ISIN: ZAE000127460

(“SacOil” or “the Company” or “the Group”)

COMPLETES TRANSFORMATIONAL ACQUISITION OF CONTROLLING INTEREST IN AFRIC OIL GROUP

SacOil, the South African based independent African oil and gas company that is focussed on the full oil and gas value chain, is pleased to announce that is has fulfilled all conditions precedent relating to the acquisition of a controlling interest in Afric Oil, via the acquisition of Phembani Oil Proprietary Limited (“Phembani Oil”) from Gentacure Proprietary Limited (“Gentacure”) and its holding company, Moopong Investments Holdings Proprietary Limited (“Moopong”) (“the Acquisition”).

SacOil will have a 71% direct interest in Afric Oil Group (“Afric Oil”), one of the largest independent fuel distributors in South Africa, targeting distribution of circa 45 million of fuel product (diesel, petrol and paraffin) monthly to a diversified client base that include local and national government, mining, construction, transport, manufacturing, parastatals, resellers and agricultural clients.

The acquisition provides SacOil with its first operational footprint in South Africa, as well as entry into Zimbabwe.  SacOil’s diverse portfolio now comprises of operated production activities in Egypt, exploration in Democratic Republic of Congo, alongside partner TOTAL E&PRDC, Malawi and Botswana, a crude trading allocation with Nigerian National Petroleum Company and fuel distribution operations in Southern Africa.

The final consideration for the Acquisition has been adjusted downwards from R200 million as previously announced to R183.45 million, consisting of an initial consideration of R128.49 million and contingent consideration of R54.96 million. The cash component of the initial consideration is R39 million that is due and payable on closing of the Acquisition and a contingent cash payment of R2.26 million due 12 months after the Acquisition. The initial consideration of R89.49 million will be settled in shares on closing of the Acquisition and the contingent consideration of R52.7 million will be settled 12 months after the closing of the Acquisition. The pricing basis for the issue of the shares is as set out in the announcement on 6 March 2017 and the price used for the issue of 690m at a price of 20.9c that represents a 10% discount to the 90 day VWAP.

On 31 May 2017, SacOil secured an equity bridge loan from Gemcorp Africa Fund I Limited, a company based in Mauritius. The loan is repayable in 12 months from the proceeds of a rights issue which the Board has committed to undertake within the next 12 months. The loan is secured by a cession in security of the rights offer proceeds, bears interest at 8.5% per annum and was arranged at a fee of 2%. The loan will be utilised to fund the acquisition of Phembani Oil and for working capital for general corporate purposes of the Group.

Commenting on the acquisition, CEO Dr Thabo Kgogo said:

“Completion of this acquisition represents the first chapter in the next book of SacOil’s story.  The impact of this acquisition on the Company’s operational and financial profile is truly transformational, and takes us a large step closer to achieving our strategic goal of becoming a leading pan-African player with operations along the full industry value chain.  Afric Oil’s operations further balances our portfolio with a greater emphasis on lower-risk, revenue generating assets.  Following completion of this transaction, we will now work closely with Afric Oil’s quality management team in delivering an ambitious growth strategy and enhancing profitability post completion of Afric Oil’s acquisitions of Big Red and Forever Fuels earlier in the year.”

JSE Sponsor

PSG Capital Proprietary Limited

31 May 2017

For further information please contact:

SacOil Holdings Limited    

Damain Matroos

+27 (0)10 591 2260

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, listed on the JSE. 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, and downstream operations through a controlling interest in Afric Oil, a fuel distribution business in Southern Africa.

www.sacoilholdings.com

ABOUT AFRIC OIL

Afric Oil was established in 1995 as South Africa’s first 100% black-owned oil company. Afric Oil is targeting distribution of circa 45 million litres of fuel products (diesel, petrol and paraffin) monthly with a reported audited turnover for the year ended 31 December 2015 in excess of R3 billion ($230.6m). Afric Oil owns two depots in Boland, Western Cape province, and Beitbridge, Zimbabwe/RSA border. Afric Oil’s operations are predominantly in South Africa, however it also has an operating presence in the greater Southern African regions that include Zimbabwe. The key customers of Afric Oil include government departments, state-owned entities, blue chip mining and industrial customers and other non-refinery wholesalers of fuel products.

www.africoil.co.za