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Updated Pro Forma Financial Information and Withdrawal of Cautionary Announcement

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05 Dec 2013

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”)

UPDATED PRO FORMA FINANCIAL INFORMATION RELATING TO THE SPECIFIC ISSUE AND THE RIGHTS OFFER

WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Introduction

Shareholders are referred to the announcement dated 12 September 2013 containing details of the conversion of the Gairloch debt to equity (the “Specific Issue”) and the capital raising of up to R570 million by way of a renounceable rights offer (the “Rights Offer”) (collectively the “Transactions”). Shareholders are further referred to the announcement dated 25 October 2013 relating to the renewal of cautionary announcement.

The pro forma financial effects of the Specific Issue and Rights Offer disclosed in the circular posted to shareholders on 7 November 2013 (the “Circular”) were based on SacOil’s published annual financial results for the year ended 28 February 2013. On 22 November 2013, SacOil published its reviewed interim results for the six months ended 31 August 2013 (“Interim Results”). As required by the JSE Limited Listings Requirements, the Company has updated the unaudited pro forma financial information relating to the Transactions.

Pro forma financial information relating to the Transactions

The unaudited pro forma financial effects of the Transactions 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. The unaudited pro forma financial information is presented for illustrative purposes only, and, because of its nature, may not fairly present SacOil’s financial position, changes in equity, and results of operations or cash flows. The pro forma financial information is the responsibility of the Board of Directors.

Notes:

  1. The “Interim Results” column indicates the financial information which has been extracted from SacOil’s reviewed interim results for the six months ended 31 August 2013.
  2. The "Adjustments - Gairloch Loans" column indicates the adjustments in respect of the Gairloch Loans (as defined in the Circular). Subsequent to 31 August 2013, the Gairloch Loans incurred further interest charges amounting to R12,863,297. R11,088,966 of this interest is attributable to the Gairloch Novated Loan Agreement (as defined in the Circular) and is split equally between SacOil's wholly-owned subsidiary SacOil 233 Nigeria Limited and EER (as defined in the Circular), and is capitalised to the OPL 233 asset under "exploration and evaluation assets" and the EER loan under "other financial assets", respectively. The movement in “accumulated loss” is a result of the remaining interest expense of R1,774,331 and foreign exchange gains amounting to R9,416,123 on all the Gairloch Loans incurred subsequent to 31 August 2013. These adjustments resulted in a total increase in "Other financial liabilities" of R3,447,714.
  3. The “Before the Transactions” column indicates the impact of item 2 above on the “Interim Results” column.
  4. The “Pro forma adjustments – Rights Offer” column takes into account the pro forma adjustments in respect of the Rights Offer, namely the issue of 2,111,111,111 SacOil shares (“Rights Offer Shares”) for R570,000,000 at the issue price of R0.27 per ordinary share. In this respect, Rights Offer costs of R2,872,661 have been deducted from equity.
  5. The pro forma statement of comprehensive income figures are based on the assumption that the Rights Offer was implemented on 1 March 2013 while the statement of financial position figures are based on the assumption that the Rights Offer was implemented on 31 August 2013.
  6. The “After the Rights Offer” column indicates the pro forma financial results after taking into account items 1 to 5 above.
  7. The “Pro forma adjustments – Specific Issue” column takes into account the issue of 883,449,144 SacOil shares to Gairloch Nominees for R238,531,269 at the issue price of R0.27 per share under the terms of the Gairloch Subscription Agreement (as defined in the  Circular). In this respect, Specific Issue costs of R1,202,139 have been deducted from equity.
  8. The pro forma statement of comprehensive income figures are based on the assumption that the Specific Issue was implemented on 1 March 2013, while the statement of financial position figures are based on the assumption that the Specific Issue was implemented on 31 August 2013.
  9. The “After the Transactions” column indicates the pro forma financial results after taking into account items 1 to 8 above.
  10. The “Changes (%)” column is calculated as the difference between the “After the Transactions” column and the “Before the Transactions” column, as a percentage of the “Before the Transactions” column.
  11. The general issue of shares for cash, announced on SENS on 2 October 2013, has not been included in the pro forma financial information as it is considered, by the Company, to be immaterial.

Withdrawal of cautionary announcement

As the pro forma financial information has been disclosed, shareholders are advised that they are no longer required to exercise caution when dealing in the Company’s securities.

Johannesburg

5 December 2013

JSE Sponsor

Nedbank Capital

For further information please contact: 

SacOil Holdings Limited

Roger Rees / Tariro Mudzimuirema

 +27 (0)11 575 7232

Nedbank Capital, a division of Nedbank Limited (Investment Bank, Corporate Advisor and Sponsor)

Michelle Benade

+27 (0) 11 294 3524 

finnCap Limited (Nominated Adviser and Broker)

Matthew Robinson / Christopher Raggett

+44 (0) 20 7220 0500

FirstEnergy Capital (Joint Broker UK)

Majid ShafiqTravis Inlow

+44 (0) 20 7448 0200 

Pelham Bell Pottinger (UK)

Philip DennisNick LambertRollo Crichton-Stuart

+44 (0) 20 7861 3919

+44 (0) 20 7861 3936

+44 (0) 20 7861 3918