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Results of the Rights Offer and Specific Issue of Shares

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27 Jan 2014

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”)

RESULTS OF RIGHTS OFFER AND SPECIFIC ISSUE OF SHARES

1.  Introduction

SacOil Shareholders are referred to the circular posted to Shareholders on 7 November 2013 (the “Circular”) containing details of the capital raising of up to R570 million by way of a renounceable rights offer and the conversion of the Gairloch debt to equity.

Capitalised terms in this announcement shall have the same meaning given to them in the Circular, unless the context indicates otherwise.

2.  Results of Rights Offer

SacOil Shareholders are advised that the Rights Offer closed on Friday, 24 January 2014. A total amount of R336,582,418 has been raised by the Company in terms of the Rights Offer. SacOil Shareholders, or their renouncees, subscribed for 25,756,139 SacOil Shares in terms of their existing shareholdings and 1,542,768 SacOil Shares in terms of excess applications, comprising 1.22% and 0.07% of the 2,111,111,111 SacOil Shares offered in terms of the Rights Offer, respectively, and 1.29% combined. The PIC subscribed for 1,219,302,642 SacOil Shares in terms of the PIC Undertaking, comprising 57.76% of the 2,111,111,111 SacOil Shares offered in terms of the Rights Offer.

On Monday, 27 January 2014, share certificates will be posted to Certificated Shareholders who followed their rights and the CSDP or broker accounts of Dematerialised Shareholders, or their renouncees, who followed their rights will be debited and updated.

On Wednesday, 29 January 2014, share certificates will be posted to Certificated Shareholders in respect of successful applications. In addition, the CSDP or broker accounts of Dematerialised Shareholders who have applied for excess applications will be debited and updated according to the excess applications allocated to them.

3.  The Specific Issue

SacOil Shareholders are advised that 883,449,144 SacOil Shares will be issued to nominees of Gairloch for R238,531,269 in settlement of the Gairloch Loans.

The Specific Issue Shares are expected to be listed on the JSE on Monday, 27 January 2014. Application has been made for Rights Offer Shares and the Specific Issue Shares to be admitted to trading on AIM, which is expected to occur on or about Thursday, 30 January 2014.

Following the Rights Offer and the Specific Issue, the beneficial shareholdings, held directly or indirectly, in the issued ordinary stated capital of SacOil for each of the Government Employee Pension Fund and Gairloch, are set out below:

  1. JohannesburgBased on 3,086,169,261 SacOil Shares in issue following the Rights Offer and the Specific Issue.
  2. The PIC Undertaking was provided by the PIC in its capacity as the fund manager for the GEPF.
  3. SacOil Shareholders approved the Whitewash Resolution to waive the benefit of a mandatory offer from the PIC in terms of section 123(3) of the Companies Act, in the event that GEPF’s shareholding post the Rights Offer and the Specific Issue is equal to or exceeds 35% of SacOil’s issued share capital.
  4. Gairloch’s beneficial shareholding in SacOil is to be held via the Gairloch Nominees.

27 January 2014

JSE Sponsor

Nedbank Capital