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Company Update

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25 Oct 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: ZAE0000127460                                                            

("SacOil" or "the Company") 

Salient dates and times,  posting of circular to shareholders,  Identiguard litigation update,  trading statement and further cautionary announcement                              

1.   Introduction                                                         

Shareholders of SacOil ("Shareholders") are referred to the announcement released on the Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") and on the Regulatory News Service of the London Stock Exchange on Thursday, 13 October 2011 regarding:

  • a specific issue of ordinary shares to Timtex Investments Proprietary Limited ("Timtex"), an associate of Encha Group Limited ("Encha");
  • a Standby Equity Distribution Agreement of USD25m with Yorkville Advisers UK LLP; and
  • a promoter`s fee of R1 500 000 payable to Encha;

 (Collectively referred to as "the Transactions".)

2.    Circular to Shareholders     

Shareholders are advised that a circular dated 24 October 2011, setting out the full details of the Transactions as well as details of proposed amendments to the SacOil share option scheme, will be delivered to Shareholders today, either by email or courier and that the general meeting of Shareholders to approve the Transactions ("the General Meeting"), will be held on at 09:00 on Thursday, 17 November 2011 at the registered office of SacOil being 2nd Floor, The Gabba Building, Dimension Data Campus, 57 Sloane Street, Bryanston, 2021 ("the Registered Office").

Shareholders are further advised that copies of the Circular may be obtained during normal business hours from Monday, 24 October 2011 until Thursday, 17 November 2011 both days inclusive. from the Registered Office, the sponsor; The Standard Bank of South Africa Limited, 5th Floor, 3 Simmonds Street, Johannesburg, 2001 or the transfer secretaries; Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001.

The Circular will also be available for download in electronic form from the Company's website www.sacoilholdings.com

3.   Salient Dates and Times

Shareholders are herewith advised of the salient dates and times relating to the Transactions:

 

2011

Last day to trade in SacOil shares on the JSE Limited ("JSE") and on the AIM Market of the London Stock Exchange ("AIM") in order to be recorded in the share register on the Record Date to be to be eligible to vote at the General Meeting

Friday, 4 November

 

Record Date to be eligible to vote at the General Meeting

Friday, 11 November

 

Last day to lodge forms of proxy for the General Meeting by 09:00

Tuesday, 15 November

 

General Meeting to be held at 09:00

Thursday, 17 November

Results of the general meeting released on SENS

Thursday, 17 November

Results of the general meeting published in the press

Friday, 18 November

 

Expected  date of listing the new SacOil Ordinary Shares on the JSE and of admission of the new SacOil Ordinary Shares to trading on AIM

Monday, 21 November

Notes

1. All times shown above are South African local times.

2. These dates and times are subject to change. Any material changes will be released on SENS and published in the South African press.                         

4. Litigation statement

Identiguard matter update

The Company previously reported on the application instituted by Identiguard International Proprietary Limited (Identiguard) against SacOil Proprietary Limited, an entity in which the company owns 50% of the issued share capital. Identiguard obtained a judgment against the DRC Government. In partial execution of that judgment, Identiguard sought to attach the payment of the supplementary signature bonus (US$2 million) under the Block III Production Sharing Agreement that was concluded between SacOil Proprietary Limited and the DRC Government. Despite SacOil Proprietary Limited's opposition to the application, the South Gauteng High Court ("High Court") delivered judgment in favour of Identiguard during May 2011 and authorised the notice of attachment. SacOil Proprietary Limited applied for leave to appeal against the High Court judgment. The application for leave to appeal was heard on Tuesday, 4 October 2011 and since this date, SacOil Proprietary Limited was granted leave to appeal to the Supreme Court of Appeal. In delivering the judgment in the application for leave to appeal, the High Court concluded that there was a reasonable prospect that another court may come to a different conclusion and therefore the granting of leave to appeal was warranted. It is unlikely that the appeal will be heard by the Supreme Court of Appeal before next year.

5. Trading Statement

In terms of the Listings Requirements of the JSE, companies are required to publish a trading statement as soon as they become aware that the financial results for the period to be reported upon next will differ by at least 20% from the financial results for the previous corresponding period even if it does not have reasonable certainty in terms of providing a range.

Accordingly, SacOil shareholders are advised that the Group has reasonable certainty that the Group`s earnings and headline earnings for the six months ending 31 August 2011 will be negatively impacted by at least 330% to 350%. This is mainly due to the following costs incurred during the six months to 31 August 2011:

  • Costs incurred in relation to the Company's admission to AIM on 8 April 2011;
  • Costs incurred in relation to the Group's current and future oil and gas operations;
  • A share-based payment expense recognised in profit and loss (in accordance with IFRS 2 - Share-Based Payments), in an amount of R8, 9million, in relation to equity settled call options granted to Renaissance BJM Securities (Proprietary) Limited ("Renaissance") and approved by Shareholders at a general meeting held on 31 March 2011. In terms of the call option confirmations, Renaissance has been granted call options by SacOil in respect of SacOil's ordinary shares with an expiration date of 20 February 2012. The number of options granted are 6 394 888 call options with a strike price of R1, 45 per ordinary share and 5 626 234 call options with a strike price of R1, 48 per ordinary share.

The Company's Manganese plant, better known as the Greenhills Plant, remained profitable for the period under review.

The interim results for the six months ending 31 August 2011 will be released on or about 31 October 2011. This trading statement has not been reviewed or reported on by SacOil's auditors

6.  Further cautionary announcement

Shareholders should note that the further cautionary announcement as published on SENS on 13 October 2011 remains in force.  Shareholders should therefore continue to exercise caution when dealing in their SacOil shares until a further announcement is made.

25 October 2011

Johannesburg

JSE Sponsor                                                                    

The Standard Bank of South Africa Limited                                      

 For further information please contact:                                        

AIM Nominated Adviser and Joint Broker                                         

finnCap Ltd                                                                    

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)                                              

Pelham Bell Pottinger (UK)                                                      

Philip Dennis/Nick Lambert/Rollo Critchton-Stuart            +44 (0)20 7861 3232