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Half Yearly 2011 Financial Results

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14 Nov 2011

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”)

Half Yearly 2011 Financial Results

AIM and JSE listed - SacOil Holdings Limited, the African independent upstream oil and Gas Company is pleased to announce its half yearly financial results for the six months ended 31 August 2011.

Highlights

Operational / Management / Corporate

The recognition of the R238.1 (GBP20.6) million is in accordance with International Accounting Standard 37: Contingent Assets and Contingent Liabilities and is based on additional information available, at the time of this release, to the management of SacOil in relation to the probability of future economic benefits that could flow to SacOil as a result of the Disposal. The Group Interim Results for the six months ended 31 August 2011 will be released on or about Monday, 14 November 2011. The information contained in this announcement has not been reviewed or reported on by the Group`s auditors.

  • Successful farmout of a 60% interest in Block III to Total E&P RDC ("Total") ("Block III Disposal") for:
  • US$7.5m (£ 4.6m) cash payment received net to SacOil
  • US$54m (£ 33.02m) contingent bonus paymentnet to SacOil
  • Full carry on exploration costs of at least US$35m (£ 21.4m) to final investment decision
  • Strengthened main board, with the appointments of John Bentley and James William (Bill) Guest as Independent Non-Executive Directors
  • Strengthened management team with the appointment of Bradley Cerff as Vice-President
  • Successful admission to AIM

Financial

  • US$7.5m (£ 4.6m) cash received and further potential proceeds of US$54m (£ 33.02m) in relation to the Block III Disposal (net to SacOil)
  • US$10.6m cash (£ 6.5m) raised through equity
  • Headline earnings up 657%
  • Tangible Net Asset Value up 379%
  • Greenhill’s plant net profit up 11%

Commenting, Robin Vela, CEO, said:

The focus over the last six months has been on managing the Company's exposure to the high impact exploration assets in Block III in the highly prospective Albertine Basin, whilst retaining significant potential upside for shareholders. Our attention has also been on procuring funding in order to de-risk and fast track the work program obligations of our asset portfolio and progressing towards early production and revenues from our oil concession blocks, OPL 233 and OPL 281, in Nigeria. We successfully did this through the farm-out to Total and the recently announced Standby Equity Distribution Agreement. Combined, this puts us in a good position to fast track and develops our asset position and opportunities and we look forward to the next six months of the financial year with added confidence."

Interim Statement

Operations

During the period, SacOil, through Semliki Energy SPRL ("Semliki"), a company incorporated in the DRC and in which it holds a 50% interest, successfully concluded the farm-out and transfer of a 60% legal and beneficial participating interest and operatorship of Block III to Total. DIG Oil Proprietary Limited ("DIG") holds the other 50% in Semliki. In return, SacOil gained:

  • An immediate gross cash realisation of US$7.5m (£ 4.6m);
  • Future contingent cash bonuses of, in aggregate, US$54.0m (£ 33.2m) and payable in two tranches;
  • Full carry on exploration expenditure costs of at least US$35m (£ 21.4m) until final investment decision;
  • Settlement of a US$1.4m (£ 0.9m) loan provided to DIG;and
  • Knowledge and technical skills transfer via SacOil's representation on the management committee of Block III.

Under the terms of the farm-out, Total has committed to use all reasonable endeavors to meet the Block III Work Programme obligations and to reach final investment decision within three years from 31 March 2011, the date on which the Block III Disposal was completed.

In line with the Company's strategy of managing high impact exploration risk but retaining meaningful upside, the farm-out to Total greatly de-risks the Company's remaining 12.5% effective interest in the Block, both financially through the carry on costs and operationally through the additional understanding and knowledge that Total brings as operator and a partner.

On 31 March 2011, SacOil received 50% of the initial consideration amounting to US$7.5m (£ 4.6m) as a distribution from Semliki. Semliki also recognised income of R238.1m (£ 20.6m) in relation to the Block III Disposal.

On 31 March 2011, DIG settled a loan from SacOil amounting to US$1.4m (£ 0.9m) out of its 50% share of the initial consideration. The loan advanced to DIG by SacOil was in terms of a loan agreement and related to signature bonuses paid by SacOil, on behalf of DIG, directly to the DRC Government on Block III.

Corporate

On 8 April 2011 SacOil was successfully admitted to the AIM market of the London Stock Exchange ("LSE"). Although the Company's primary listing remains on the Johannesburg Securities Exchange ("JSE"), its admission to AIM enables it to gain exposure to the European markets which have a well-developed understanding of the exploration and production industry.

SacOil believes that it has a compelling proposition to aggressively acquire new acreage on the African continent. Being a purely African based company and with extensive experience in the region, it is ideally positioned to take advantage of the opportunities that arise, as well as to fast track, develop and de-risk these assets through to early production, thereby establishing the Company as a balanced portfolio independent African upstream company.

Board and Management

In line with the Company's aim to strengthen its board and management team and to build on its current senior oil and gas experience, during the period John Bentley and James William (Bill) Guest were appointed as independent non-executive directors.

John has over 40 years' experience in the natural resources sector. He has held senior positions in manylisted and private oil & gas and mining companies as well as being instrumental in the listing of companies in both Johannesburg and London. He is currently Chairman of Faroe Petroleum plc, Chairman ofScotgold Resources Ltd, Deputy Chairman of Wentworth Resources Ltd and a Non-Executive Director ofResaca Exploitation Inc and Kea Petroleum plc.

With over 35 years' of international exploration and production experience within the oil industry, Bill brings invaluable technical, business development and senior management experience to the Company. Having spent over 14 years on the main boards of London listed Oil and Gas Exploration and Production companies, he also brings a significant amount of senior public company experience to SacOil.

In May 2011, the Company also appointed Bradley Cerff as its Vice President. Bradley joins from PetroSA where he held the position of Regional Manager for East and West Africa. Bradley has over 15 years' experience in the oil and gas Industry with Master’s Degree in Science and Business Administration focused on foreign direct investment in the African oil and gas industries. He is also a member of the Society of Petroleum Engineers.

As from 14 November 2011, Colin Bird will return to being a Non-Executive Director of the Company. Colin was appointed as Executive Director of SacOil in October 2010 mainly to assist the Company in its application for an admission to AIM.

Financial

In order to ensure that the Group is sufficiently funded to fast track its current projects and be able to pursue new opportunities, the Company has secured the following:

  • a Standby Equity Distribution Agreement ("SEDA") of US$25m (£ 16m) ("Commitment Amount") with Yorkville Advisers UK LLP ("YA"). This facility is available to the Company for a period of three years. Under the SEDA, any issue of shares in the capital of the Company to YA constitutes a specific issue of shares for cash in terms of JSE Listings Requirements, and accordingly requires approval by Shareholders; and
  • an irrevocable undertaking to subscribe for 111940 298 new SacOil shares at an issue price of 67 cents per share from Timtex Investments Proprietary Limited ("Timtex"). The proceeds of R75 million (£ 6.5m) have been received by SacOil and are being utilised to further advance the Group's various oil and gas projects and also pursue new opportunities that might arise.

Both the SEDA and the issue to Timtex are subject to shareholder approval at a general meeting of Shareholders to be held on Thursday, 17 November 2011.

Outlook

SacOil has made solid progress on a number of fronts over the last six months. With the farm-out to Total in place and the funds gained though the placing and the SEDA, the Company is well positioned to be able to progress its plans in Nigeria as well as look at additional options to grow its asset portfolio.

The focus of most oil & gas companies in Africa is on high impact but sizable exploration assets. That leaves numerous already discovered and as such relatively de-risked smaller plays for SacOil to take advantage of. For a company of SacOil's size, these opportunities are not only highly commercial but also provide the potential for fast track production and revenue, which in turn creates the foundation for future step growth.

14 November 2011

For further information please contact:

AIM Nominated Adviser and Joint Broker

finnCap Limited

Matthew Robinson / Christopher Raggett

+44 (0)20 7220 0500

 

Joint Broker (United Kingdom)

Shore Capital Stockbrokers Ltd

Jerry Keen / Bidhi Bhoma

+44 (0) 20 7408 4090

 

Public Relations (South Africa)

The Riverbed Agency (SA)

Raphala Mogase / Bongiwe Moeli

+27 (0) 11 783 7903

 

Public Relations (United Kingdom)

Philip Dennis/Nick Lambert/Rollo Critchton-Stuart

+44 (0)20 7861 3232