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Further announcement regarding the acquisition of a 100% interest in the Lagia oil field, onshore Sinai Peninsula, Egypt and Withdrawal of cautionary announcement

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23 Oct 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”)

Further announcement regarding the acquisition of a 100% interest in the Lagia oil field, onshore Sinai Peninsula, Egypt and Withdrawal of cautionary announcement

Shareholders are referred to the announcement released on SENS and RNS on 10 September 2014 wherein the Company announced that it had entered into a sale and purchase agreement dated 9 September 2014 (the “Agreement”) to acquire a Cyprus-registered exploration and production company, Mena International Petroleum Company Ltd (“MIP”), from Mena International Petroleum Holdings Company Ltd (the “Seller”), a wholly-owned subsidiary of TSX Venture listed Mena Hydrocarbons Inc. (TSXV:MNH) (“Mena Hydrocarbons”) (the “Acquisition”).  

In terms of the aforementioned announcement, SacOil is now in a position to disclose the financial effects of the Acquisition as inter alia set out below.

1.       Transaction rationale

The acquisition by SacOil of MIP, which has a 100% interest in the development lease for the Lagia oil field, Egypt, is a transformational transaction for SacOil, providing a solid 2P reserves base which has been lacking in the company’s portfolio thus far.  With the potential for the asset to deliver production and cash flow in the very near term this could mark an inflexion point in SacOil’s investment profile signalling a significant enhancement to the company’s business.  In securing the asset the Company gains access to proven plus probable reserves net to MIP of 6.174 million barrels (audited by Degolyer and MacNaughton as at the year ended 31 December 2013), with estimated future net revenues before future income tax of $116 million, complementing the current early stage exploration weighted element of the portfolio and in so doing changing the Company’s risk profile.

The Acquisition also represents a strategic entry to Egypt, where SacOil sees the potential to build a substantial exploration and production business.

2.    Pro forma financial effects of the Acquisition

Based on SacOil’s published audited consolidated results for the financial year ended  28 February 2014, the pro forma financial effects of the Acquisition 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 (“Financial Effects”). The Financial Effects are prepared in accordance with the rules of the JSE Limited for illustrative purposes only and, because of their nature, may not give a fair presentation of SacOil’s financial position or the effect and impact of the Acquisition on SacOil. The Financial Effects are the responsibility of the board of directors of SacOil.

 

Before the Acquisition (1)

(cents)

After the Acquisition

(cents)

Percentage change

(%)

EPS(2)

1.37

0.76

(44.53)

HEPS(2)

1.37

0.76

(44.53)

NAV

 

 

 

NAV(3)(5)

30.74

31.39

2.11

TNAV(3)(5)

22.10

19.33

(12.53)

Shares in issue (000)(4)

Weighted average number of

shares in issue (‘000) (4)

3 086 169 261

 

1 435 074 830

3 269 836 208

 

1 618 741 777

5.95

 

12.80

Notes:

  1. The “Before the Acquisition” financial information has been extracted, without adjustment, from SacOil’s published audited consolidated results for the financial year ended 28 February 2014.
  2. EPS and HEPS as reflected in the “After the Acquisition” column are based on the following assumptions:
    • the Acquisition was implemented on 1 March 2013 for statement of comprehensive income purposes.;
    • an average exchange rate of R9.6349/$1 has been used to translate the statement of comprehensive income of MIP.
  3. NAV and TNAV as reflected in the “After the Acquisition” column are based on the following assumptions:
    • the Acquisition was implemented on 28 February 2014 for statement of financial position purposes;
    • a closing exchange rate of 10.4878/$1 has been used to translate the statement of financial position of MIP.
  4. The number of shares has increased as a result of the issue of 183 666 947 SacOil shares at R0.58 per share, being the 30 day volume weighted average price of the SacOil shares on the JSE for the period ended 8 September 2014, in settlement of the consideration for the Acquisition of US$10 million.
  5. Transaction costs of R6 million are assumed for the Acquisition.

3.       Fulfilment of conditions precedent

All the conditions precedent as contained in the Agreement have now been met and the Acquisition has become unconditional.

4.       Withdrawal of cautionary announcement

The board of SacOil has provided shareholders with all information relating to the Acquisition and accordingly shareholders are advised that they no longer need to exercise caution when dealing in the Company's securities.

5.       Qualified Person Review

This release has been reviewed by Bradley Cerff, Executive Director, who is a member of the Society of Petroleum Engineers with over 18 years’ experience in petroleum exploration and management. Bradley Cerff has consented to the inclusion of the technical information in this release in the form and context in which it appears.

23 October 2014

Johannesburg

JSE Sponsor

Nedbank Capital

 For further information please contact:

 

finnCap Limited (Nominated Adviser and Broker)

Matthew Robinson / Christopher Raggett

+44 (0) 20 7220 0500

FirstEnergy Capital (Financial Adviser and Joint Broker UK) 

Majid Shafiq / Travis Inlow

+44 (0) 20 7448 0200

 

Instinctif Partners London (UK Investor Relations)

David Simonson / Anca Spiridon

+44 (0)20 7457 2020

Instinctif Partners Johannesburg (SA Investor Relations) 

Nicholas Williams / Fred Cornet          

+27 (0)11 447 3030