|
OLG
OLG
OLG - Onelogix - acquisition of Press Support (Proprietary) Limited and
withdrawal of cautionary announcement
Onelogix Group Limited
Incorporated in the Republic of South Africa)
(Registration number 1998/004519/06)
(Share code OLG ISIN: ZAE000026399)
("Onelogix"")
ANNOUNCEMENT IN RESPECT OF THE ACQUISITION OF PRESS SUPPORT (PROPRIETARY)
LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1 Introduction
Java Capital is authorised to announce that Onelogix has acquired Press Support
(Proprietary) Limited (Registration No. 1996/010852/07) ("Press Support"), a
newspaper and magazine distribution business.
All of the issued shares in Press Support, together with all the claims of
shareholders against Press Support, have been acquired from the current
shareholders, the Eaton family, the Raath family and Mr Marcus Gooderham ("the
vendors").
The business of Press Support is complimentary to the Media Express business of
Onelogix. Following the acquisition, Onelogix will offer an independent "end-to-
end" printed media distribution solution. Further, Onelogix`s PostNet business
offers additional distribution channels for the Press Support business, offering
substantial growth opportunities.
2 Effective date and conditions precedent
The acquisition of Press Support is effective 1 April 2007, subject to
fulfilment of the following conditions:
* the disposal by Press Support of certain investment properties not utilised
in the business operations of Press Support;
* the signature by key executives of the Press Support, including Mr Jeremy
Eaton, the current managing director, of written service and restraint of
trade agreements; and
* the satisfactory conclusion by Onelogix of a due diligence investigation of
the business and operations of Press Support.
3 Management of Press Support
Following implementation of the acquisition, Jeremy Eaton will continue to
manage the daily operations of Press Support and will be appointed a non-
executive director of Onelogix (Proprietary) Limited, the Onelogix group
operating company.
4 Press Support purchase price
The purchase price payable to the vendors is up to a maximum amount of R22 425
000, as follows:
* On the implementation date, a cash amount of R5 250 000 together with
interest at the prime rate minus 2% calculated from the effective date to
the implementation date; plus the issue and allotment to the vendors of
such number of Onelogix shares at an issue price of 69 cents per share as
are equal to R5 250 000;
* Three months after the implementation date the issue and allotment to the
vendors of such number of Onelogix shares at an issue price per share equal
to the lesser of (i) the volume weighted average market price at which
Onelogix shares traded on the JSE over the three month period from 8
February 2007 and (ii) R1,00, as are equal to R5 250 000; and
* On the first anniversary of the effective date, a further cash amount of
between R1 425 000 and R6 675 000. The determination of this final cash
payment is based on the achievement of certain profit warranties by Press
Support between the effective date and the first anniversary thereof.
The Onelogix shares that are issued to the sellers in partsettlement of the
purchase price are subject to trading restrictions.
5 Pro forma financial effects
The pro forma financial effects of the acquisition set out in the table below
are the responsibility of the Onelogix directors and have been prepared for
illustrative purposes only, to show how the acquisition may have affected the
company`s published results for the six month period ended 30 November 2006
("the interim results"). Due to their nature the pro forma financial effects may
not fairly present the company`s financial position, changes in equity, results
of operations or cash flows following implementation of the acquisition.
Before the After the Percentage
acquisition acquisition change
Net asset value per share 35.7 43.3 21.5%
(cents)
Net tangible asset value 25.6 23.4 (8.7%)
per share (cents)
Notes:
1 The "Before the acquisition" column reflects the net asset value
("nav") per share and net tangible asset value ("ntav") per share as
published in the interim results;
2 The "After the acquisition" column reflects what the nav per share and
ntav per share at 30 November 2006 would have been had the effective
date of the acquisition been 30 November 2006;
3 The calculation in the "After the acquisition" column is based on 197
273 000 shares in issue;
4 The pro forma effect of the acquisition on earnings per share and
headline earnings per share on the interim results is not significant.
6 Amendment of articles
The board of Onelogix confirms that the articles of association of Press Support
will be amended to comply with the JSE`s Listings Requirements.
7 Withdrawal of cautionary announcement
The cautionary announcement to shareholders published on 20 March 2007 and
updated on 20 March 2007 is hereby withdrawn.
Rosebank
25 April 2007
Designated Advisor, Corporate Advisor and Legal Advisor:
Java Capital (Proprietary) Limited
Date: 25/04/2007 17:11:03 Produced by the JSE SENS Department.
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
