TIDMSAC
RNS Number : 1455D
SacOil Holdings Limited
24 April 2017
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")
PUBLICATION OF CIRCULAR, NOTICE OF EXTRAORDINARY GENERAL MEETING
AND UPDATE ON DELISTING FROM AIM
Shareholders are referred to the announcement made by the
Company on 6 March 2017 in which it was noted that the board of
directors of the Company believes that it is in the best interests
of the Company and its shareholders as a whole for the Company to
cancel the admission of the ordinary shares to trading on AIM (the
"Cancellation").
In accordance with Rule 41 of the AIM Rules, the Cancellation is
conditional upon the approval of not less than 75 per cent of the
votes cast by shareholders (whether present in person or by proxy)
in general meeting.
The Company therefore announces its intention to seek
shareholders' approval for the Cancellation. An explanatory
circular ("the Circular") will be posted to shareholders today
setting out the background to and reasons for the Cancellation, the
reasons why the directors believe that this is in the best
interests of the Company and its shareholders as a whole and their
recommendation to shareholders to vote in favour of the resolution
(the "Resolution"). A copy of the Circular is available at
www.sacoilholdings.com.
An extraordinary general meeting of the Company will be held at
1st Floor, 12 Culross Road, Bryanston, on Monday, 22 May 2017 at
10h00 where the Resolution will be proposed to the shareholders for
approval. A notice convening the extraordinary general meeting can
be found in the Circular.
The date on which shareholders must be recorded as such in the
share register to be eligible to vote at the extraordinary general
meeting is Friday, 12 May 2017, with the last day to trade being
Tuesday, 9 May 2017.
Subject to the Resolution being passed at the Extraordinary
General Meeting, cancellation of the Company's Ordinary Shares to
trading on AIM will become effective at 7.00 a.m. on Wednesday 31
May 2017. Pursuant to Rule 41 of the AIM Rules, the Company,
through its nominated adviser, finnCap Limited, has notified the
London Stock Exchange of the proposed Cancellation.
Up to and until Cancellation, trading in the Company's shares on
AIM will remain suspended but they will continue to trade on the
JSE.
Further information regarding the background to and principal
effects of the Cancellation is set out at the bottom of this
announcement.
JSE Sponsor
PSG Capital Proprietary Limited
24 April 2017
For further information please contact:
SacOil Holdings Limited
Damain Matroos
+27 (0)10 591 2260
finnCap Limited (Nominated adviser and broker)
Christopher Raggett and James Thompson
+44 (0) 20 7220 0500
Buchanan (Financial PR adviser)
Ben Romney / Chris Judd
+44 (0)20 7466 5000
ABOUT SACOIL
SacOil is a South African based independent African oil and gas
company, dual-listed on the JSE and AIM. The Company has a diverse
portfolio of assets spanning production in Egypt; exploration and
appraisal in the Democratic Republic of Congo, Malawi and Botswana;
and midstream projects including crude trading in Nigeria and a
terminal project in Equatorial Guinea. Our focus as a Group is on
delivering energy for the African continent by using Africa's own
resources to meet the significant growth in demand expected over
the next decade. The Company continues to evaluate industry
opportunities throughout Africa as it seeks to establish itself as
a leading, full-cycle pan-African oil and gas company.
BACKGROUND AND REASON FOR CANCELLATION
The Board has conducted a review of the advantages and
disadvantages to the Group and its Shareholders in retaining its
quotation on AIM, and believes that Cancellation is in the best
interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Board has considered the following
key factors:
-- the cost, management time and the legal and regulatory burden
associated with maintaining the Company's admission to trading on
AIM which, in the Directors' opinion, are disproportionate to the
benefits to the Company;
-- approximately 93.8 percent of the Company's current issued
share capital is traded on the JSE and, as a result, the free float
and liquidity of the Ordinary Shares on AIM is limited; and
-- the AIM listing of the Ordinary Shares does not, in itself,
offer investors the opportunity to trade in meaningful volumes or
with frequency within an active market. With little trading volume,
the Company's share price can move up or down significantly
following trades of small numbers of shares. Following careful
consideration, the Board believes that it is in the best interests
of the Company and Shareholders to seek the proposed Cancellation
at the earliest opportunity.
PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least five clear
Business Days have passed following the passing of the Resolution.
If the Resolution is passed at the Extraordinary General Meeting,
the Cancellation will take effect at 07:00 (London time)/ 08:00
(Johannesburg time) on Wednesday, 31 May 2017 (the "Effective
Date").
The principal effects of the Cancellation will be that:
there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares on AIM, but Shareholders will
be able to trade their Ordinary Shares on the JSE subject to
undertaking certain actions, as set out in this document;
the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply, but the regulatory framework of the JSE will still
apply;
Shareholders will no longer be afforded the protections given by
the AIM Rules, such as the requirement to be notified of certain
events, and the Company will no longer be required to obtain
shareholder approval for certain transactions, where applicable,
including substantial transactions, reverse takeovers, and
fundamental changes in the Company's business, albeit similar
protection may be afforded pursuant to the JSE Listings
Requirements and South African company law;
the Company will cease to have an independent nominated adviser
and broker, but will maintain its JSE Sponsor as required in terms
of the JSE Listings Requirements; and
the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The above considerations are non-exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
SacOil's Ordinary Shares will continue to be listed on the JSE.
Following Cancellation, Shareholders holding Ordinary Shares on the
Jersey register will be able to trade their Ordinary Shares on the
JSE by following the procedure outlined below.
Following Cancellation, the Board intends to continue to operate
the Company's business in the same manner and with the same
strategy as at present.
TERMINATION OF THE DEPOSITARY INTEREST FACILITY, TRANSFER OF
ORDINARY SHARES TO THE SOUTH AFRICAN REGISTER AND TRADING ORDINARY
SHARES ON THE JSE
Termination of the Depositary Interest facility
SacOil has directed Computershare Investor Services PLC
("Computershare"), as Depositary, to terminate SacOil's Depositary
Interest facility with effect from Wednesday, 31 May 2017 (the "DI
Facility Termination Date").
Consequently, and in accordance with the terms of the Depositary
Interest trust deed, Computershare will today by separate letter
give notice of termination to all Depositary Interest Holders.
Transfer of Ordinary Shares to the South African register
Prior to the DI Facility Termination Date, any Depositary
Interest Holder may direct their broker to:
(a) make a CREST Stock withdrawal instruction, in order for
their holding to be replaced with the equivalent number of Ordinary
Shares in the Company; and
(b) once a CREST Stock withdrawal instruction has been made,
submit a Register Removal Request Form to Computershare requesting
that their Ordinary Shares be removed from the Jersey register and
transferred to the South African register and elect whether such
Ordinary Shares are to be dematerialised into Strate or to be held
in certificated form. Copies of the Register Removal Request Form
can be requested from Computershare at
!ALLUKGlobalTransactionTeam@computershare.co.uk or obtained from
the Company's website at www.sacoilholdings.com or requested from
investorrelations@sacoilholdings.com.
Any depositary interests remaining on the Company's Depositary
Interest register as at the DI Facility Termination Date will be
cancelled and replaced on or shortly after the DI Facility
Termination Date with the equivalent number of Ordinary Shares in
the Company and the holders of such shares will be entered onto the
Company's Jersey register, and share certificates will be issued to
the holders of such Ordinary Shares.
It is the intention of the Company that the Jersey register will
remain in place for approximately three months after the Effective
Date. All holders of shares held on the Company's Jersey register
on the date on which the Jersey register is closed will then be
migrated to the Company's shareholder register in South Africa.
Trading Ordinary Shares on the JSE
Shareholders on the Jersey register after the Effective Date who
wish to trade their shares on the JSE will be required to transfer
their shares to the South Africa register and dematerialise such
shares into Strate. For further information on the steps that need
to be taken to trade on the JSE, please contact the Company's South
African Transfer Secretaries, Link Market Services South Africa
Proprietary Limited, on the following contact details:
Telephone: +27 (0) 86 154 6572
Fax: +27 (0) 86 674 4381
Email: info@linkmarketservices.co.za
Post: PO Box 4844, Johannesburg, 2000
CURRENT TRADING AND STRATEGY
The Company released the interim results of the Group for the
six months ended 31 August 2016 on 30 November 2016.
The Group generated a loss after tax of R221.4 million (2015:
profit of R2.8 million), a basic loss per share of 6.77 cents
(2015: basic earnings per share of 0.32 cent) and a basic headline
loss per share of 6.77 cents (2015: basic headline earnings per
share of 0.25 cent) for the period ended 31 August 2016. Key
contributing factors were the strengthening of the Rand against the
US Dollar ("US$") which resulted in foreign exchange losses
totalling R61.4 million (2015: R57.5 million in foreign exchange
gains due to the weakening of the Rand) arising from the
revaluation of the Group's US$-denominated assets, the provision
for impairment of R164.0 million with respect to other financial
assets and the underperformance of the Lagia asset. These losses
were partially offset by an increase of R31.9 million in investment
income for the period.
Furthermore, as announced on 6 March 2017, the Company has
signed agreements to acquire and subscribe for shares comprising
the entire issued share capital of Phembani Oil. Phembani Oil's
only asset is a 71% direct interest in Afric Oil, one of the
largest independent fuel distributors in South Africa, distributing
over 30 million litres of fuel product (diesel, petrol and
paraffin) monthly to a diversified client base that includes local
and national government, mining, construction, transport,
manufacturing, parastatals, resellers and agricultural clients.
Following completion of the acquisition, SacOil will hold a 71%
indirect interest in Afric Oil, with the remaining 29% interest
held by The Compensation Fund, a fund managed by the Public
Investment Corporation SOC Limited.
PROCESS FOR CANCELLATION
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 percent of votes cast by
Shareholders at an Extraordinary General Meeting. Accordingly the
Notice of Extraordinary General Meeting set out in Part II of this
document contains a special resolution to approve the
Cancellation.
Furthermore, Rule 41 of the AIM Rules requires an AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, on 6 March 2017 the Company notified
AIM of the Company's intention, subject to the Resolution being
passed at the Extraordinary General Meeting, to cancel the
Company's admission of the Ordinary Shares to trading on AIM.
Accordingly, if the Resolution is passed, the Cancellation will be
effective at 07:00 (London time)/08:00 (Johannesburg time) on
Wednesday, 31 May 2017.
EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting will be held at 1st Floor, 12
Culross Road, Bryanston, 2021, Johannesburg, Gauteng, South Africa
at 10:00 on Monday, 22 May 2017. If approved, it is expected that
the Cancellation will take effect from 07:00 (London time)/08:00
(Johannesburg time) on Wednesday, 31 May 2017. If the Cancellation
becomes effective, finnCap Ltd will cease to be nominated adviser
of the Company and the Company will no longer be required to comply
with the AIM Rules.
EXTRAORDINARY GENERAL MEETING - ACTION TO BE TAKEN BY SACOIL
SHAREHOLDERS WHOSE ORDINARY SHARES ARE REGISTERED ON THE SOUTH
AFRICAN REGISTER
If you hold Dematerialised Shares
Own-name Registration
You are entitled to attend, or to be represented by proxy, and
may vote at the Extraordinary General Meeting. If you are unable to
attend the Extraordinary General Meeting, but wish to be
represented thereat, you must complete and return the attached
South African Form of Proxy (yellow), in accordance with the
instructions contained therein, to be received by Link Market
Services South Africa (Proprietary) Limited, 13th Floor, Rennie
House, 19 Ameshoff Street, Braamfontein, South Africa by no later
than 10:00 on Thursday, 18 May 2017.
Other than Own-name Registration
If your CSDP or broker does not contact you, you are advised to
contact your CSDP or broker and provide them with your voting
instructions. If your CSDP or broker does not obtain instructions
from you, they will be obliged to vote in accordance with the
instructions contained in the custody agreement concluded between
you and your CSDP or broker. You must not complete any of the
attached forms of proxy. In accordance with the Custody Agreement
between you and your CSDP or broker you must advise your CSDP or
broker timeously if you wish to attend, or to be represented at the
Extraordinary General Meeting. Your CSDP or broker will be required
to issue the necessary letter of representation to you to enable
you to attend, or to be represented at the Extraordinary General
Meeting.
If you hold Certificated Shares
You are entitled to attend, or to be represented by proxy, and
may vote at the Extraordinary General Meeting.
If you are unable to attend the Extraordinary General Meeting,
but wish to be represented thereat, you must complete and return
the attached South African Form of Proxy (yellow), in accordance
with the instructions contained therein, to be received by the Link
Market Services South Africa (Proprietary) Limited, 13th Floor,
Rennie House, 19 Ameshoff Street, Braamfontein, South Africa by no
later than 10:00 on Thursday, 18 May 2017.
SacOil does not accept responsibility and will not be held
liable for any failure on the part of the CSDP or broker of a
Dematerialised Shareholder to notify such Shareholder of the
Extraordinary General Meeting or any business to be conducted
thereat.
EXTRAORDINARY GENERAL MEETING - ACTION TO BE TAKEN BY SACOIL
SHAREHOLDER WHO ORDINARY SHARES ARE REGISTERED ON THE JERSEY
REGISTER
If you hold Depositary Interests
Subject to and in accordance with the terms of the Deed Poll and
any arrangements between you and your broker, you are entitled to
attend, or to be represented by proxy, at the Extraordinary General
Meeting.
You must advise the Depositary if you wish to attend, or to be
represented at the Extraordinary General Meeting.
You must not complete any of the attached forms of proxy.
The Depositary will contact you and ask you to complete a Form
of Instruction. If you wish to attend or to be represented at the
Extraordinary General Meeting, the Depositary will be required to
issue the necessary letter of representation to you to enable you
to attend or to be represented at the Extraordinary General
Meeting.
If your broker through whom you hold your Depositary Interests
does not contact you, you are advised to contact your broker and
provide them with your voting instructions. If your broker does not
obtain instructions from you, they will be obliged to act in terms
of your mandate furnished to them.
If you hold Certificated Shares
You are entitled to attend, or to be represented by proxy, and
may vote at the Extraordinary General Meeting.
If you are unable to attend the Extraordinary General Meeting,
but wish to be represented thereat, you must complete and return
the attached Jersey Form of Proxy, in accordance with the
instructions contained therein, to be received by Computershare
Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater
Road, Bristol, BS13 8AE, United Kingdom, by no later than 09:00
(London time) on Thursday, 18 May 2017.
Recommendation
The Directors consider that the Resolution and Cancellation is
in the best interests of the Company and its Shareholders as a
whole. The Directors unanimously recommend that you vote in favour
of the Resolution, as they intend to do in respect of their own
beneficial shareholdings amounting to 814,413 Ordinary Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Notice provided to the London Monday, 6 March
Stock Exchange to notify it 2017
of the proposed Cancellation
Record date to be eligible Thursday, 13 April
to receive this Circular 2017
Publication on SENS and RIS Monday, 24 April
and posting of this document 2017
and forms of proxy to
Shareholders
Last day to trade in order Tuesday, 9 May
to be eligible to vote at the 2017
Extraordinary General Meeting
Record date to be eligible Friday, 12 May
to vote at the Extraordinary 2017
General Meeting
Latest time and date for receipt 09:00 (London time)
of completed Forms of Instructions on Wednesday, 17
from UK CREST May 2017
holders in respect of the Extraordinary
General Meeting
Latest time and date for receipt 09:00 (London time)
of completed Jersey Forms of on Thursday, 18
Proxy in respect of the May 2017
Extraordinary General Meeting
Latest time and date for receipt 10:00 on Thursday,
of completed South African 18 May 2017
Forms of Proxy in respect
of the Extraordinary General
Meeting
Time and date of the Extraordinary 10:00 on Monday,
General Meeting 22 May 2017
Results of the Extraordinary Monday, 22 May
General Meeting released on 2017
SENS and by RIS
Expected time and date of Cancellation 07:00 (London time)
on Wednesday, 31
May 2017
Notes
(1) All of the times referred to in this document refer to South
African time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates
change,
the revised times and dates will be notified to Shareholders by
an announcement through the RIS and SENS.
(3) If the Extraordinary General Meeting is adjourned or
postponed, all forms of proxy submitted in respect of the initial
Extraordinary General Meeting will remain valid in respect of any
adjournment or postponement of the Extraordinary General
Meeting.
DEFINITIONS AND INTERPRETATIONS
"Afric Oil" Afric Oil Proprietary Limited,
a company incorporated in
South Africa with registration
number
1995/001866/07
"AIM" AIM, the market operated
by the London Stock Exchange
"AIM Rules" the rules and guidance for
companies whose shares are
admitted to trading on AIM
entitled
"AIM Rules for Companies"
published by the London
Stock Exchange, as amended
from time
to time
"Business Day" a day (excluding Saturdays,
Sundays and public holidays
in England, Wales and South
Africa)
on which banks are generally
open for business in London
and South Africa for the
transaction
of normal banking business
"Cancellation" the cancellation of admission
of the Ordinary Shares to
trading on AIM, subject
to passing of
the Resolution and in accordance
with Rule 41 of the AIM
Rules
"Certificated Shares" Ordinary Shares which have
not been dematerialised
and which are held in physical
form
"Circular" The document to be posted
to shareholders on 24 April
2017
"Company" or "SacOil" SacOil Holdings Limited,
a public company registered
in South Africa with company
registration
number 1993/000460/06
"Companies Act" the South African Companies
Act, 2008, No. 71 of 2008,
as amended, and including
the
Companies Regulations, 2011
"CREST" a relevant system (as defined
in the CREST Regulations)
in respect of which Euroclear
is the
Operator (as defined in
the CREST Regulations) in
accordance with which securities
may be
held and transferred in
uncertificated form
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
"CSDP" a Central Securities Depository
Participant, appointed by
individual SacOil Shareholder(s)
for
the purpose of, and in regard
to, dematerialisation in
terms of the Financial Markets
Act
"Deed Poll" the deed poll, dated 17
November 2010, made by the
Depositary dealing with
the creation and
issue of Depositary Interests
"Dematerialised Share(s)" Ordinary Share(s) that have
been dematerialised through
a CSDP or broker and replaced
by
electronic record(s) of
ownership under the Strate
system
"Dematerialised holders of Dematerialised
Shareholder(s)" Shares
"Depositary" Computershare Investor Services
PLC acting in its capacity
as depositary pursuant to
the terms
of the agreement for the
provision of depositary
services entered into between
the Company
and Computershare Investor
Services PLC
"Depositary Interest" a depositary interest issued
by the Depositary representing
an entitlement to an Ordinary
Share
which may be traded through
CREST in uncertificated
form
"Depositary Interest a holder of Depositary Interests
Holder"
"DI Facility Termination has the meaning given to
Date" it in Part 1, paragraph
4.1 of this document
"Directors" or "Board" the board of directors of
the Company, whose names
are set out on page 4 of
this document
"Effective Date" has the meaning given to
it in Part 1, paragraph
3 of this document
"Extraordinary General the Extraordinary General
Meeting" Meeting of the Company convened
for 10:00 on Monday, 22
May 2017
and any adjournment thereof,
notice of which is set out
at the end of this document
"Financial Markets the Financial Markets Act,
Act" No. 19 of 2012, as amended
"Form of Instruction" the voting card for Depositary
Interests Holders to instruct
Computershare Company Nominees
Limited (Custodian) on how
to vote at the Extraordinary
General Meeting
"Group" SacOil, its subsidiaries
and associated companies
"Jersey" the Bailiwick of Jersey
"Jersey Form of Proxy" the form of proxy, only
enclosed with this document
for Shareholders holding
Ordinary Shares
on the Jersey register,
for use by such Shareholders
at the Extraordinary General
Meeting or at
any adjournment thereof
"Jersey Registrar" Computershare Investor Services
(Jersey) Limited, c/o The
Pavillions, Bridgwater Road,
Bristol,
BS13 8AE, United Kingdom
"JSE" JSE Limited, a public company
incorporated in South Africa
with registration number
2005/022939/06 and licensed
as an exchange under the
Financial Markets Act, Act
19
of 2012
"London Stock Exchange" London Stock Exchange plc
or "LSE"
"Major Shareholder" Public Investment Corporation
(SOC) Limited (registration
number 2005/009094/06),
a corporation created in
terms of the Public Investment
Corporation Act 2004, as
amended,
and duly registered and
incorporated under the laws
of South Africa
"Notice of Extraordinary the notice of Extraordinary
General Meeting" General Meeting which is
set out in Part II of this
document
"Ordinary Shares" the existing ordinary shares
in the Company
"Phembani Oil" Phembani Oil Proprietary
Limited, a company incorporated
in South Africa with registration
number 2006/037679/07
"Regulatory Information has the meaning given to
Service" or "RIS" it in the AIM Rules being
any of the services approved
by the Financial
Conduct Authority for the
distribution to the public
of regulatory announcements
and included
in the list maintained on
its website
"Resolution" the resolution to be proposed
at the Extraordinary General
Meeting in the form set
out in the
Notice of Extraordinary
General Meeting
"SENS" the Stock Exchange News
Service of the JSE
"Shareholders" holders of Ordinary Shares
from time to time and "Shareholder"
means any one of them
"South African Form the yellow form of proxy
of only enclosed with this
Proxy" document for Shareholders
holding Ordinary
Shares on the South African
register for use by such
Shareholders at the Extraordinary
General
Meeting or at any adjournment
thereof
"Strate" Strate Proprietary Limited
(registration number 1998/022242/07),
a private company
incorporated and registered
in South Africa and the
electronic settlement system
for transactions
that take place on the JSE
and off-market trades
"Transfer Secretaries" Link Market Services South
Africa Proprietary Limited
(Registration number 2000/007239/07),
a private company incorporated
and registered in South
Africa and the transfer
secretaries
to SacOil
"United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
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