| Wed 11 Mar 2009, 15:45 | | OLG - OLG - Acquisition and cautionary announcement |
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OLG
OLG
OLG - OLG - Acquisition and cautionary announcement
Onelogix Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1998/004519/06)
JSE code: OLG ISIN: ZAE000026399
("OLG")
ACQUISITION OF THE EQUITY IN EACH OF PM HIRE (PROPRIETARY) LIMITED ("PM Hire"),
RFB LOGISTICS (PROPRIETARY) LIMITED ("RFB Logistics") AND LYNX INVESTMENTS
(PROPRIETARY) LIMITED ("Lynx Investments") (collectively "the companies" or "the
RFB group") AND CAUTIONARY ANNOUNCEMENT
OLG, through its wholly-owned subsidiary Onelogix (Proprietary) Limited ("the
purchaser"), has concluded an agreement to acquire the equity in each of the
companies ("the acquisition").
The companies trade as the RFB group, carrying on a long-established transport
and logistics business providing transport solutions to customers throughout
Southern Africa, with particular focus in the niche abnormal load market.
RATIONALE FOR THE ACQUISITION
The acquisition allows for further diversification in OLG`s vehicle delivery
services business and fits OLG`s objective of being in niche logistics
businesses. In addition, there are synergies between the vehicle delivery
services and abnormal load business.
TERMS AND CONDITIONS OF THE ACQUISITIONS
The Snow Trust (IT No. 1544/95) ("the Trust") has sold to the purchaser with
effect from 1 March 2009 the equity in each of PM Hire and RFB Logistics.
In addition, the Trust has sold to the purchaser with effect from 1 March 2010
the equity in Lynx Investments. Lynx Investments owns the property from which
the business of the RFB group is conducted.
The acquisition is conditional on the fulfilment of certain conditions including
inter alia -
- the satisfactory outcome of a due diligence investigation to be conducted
by the purchaser;
- written approval of the board of directors of OLG.
The purchase consideration payable to the Trust for the equity in PM Hire and
RFB Logistics is R18,500,000 payable as follows -
- R13,000,000 in cash on the implementation date (being the later of the
third business day after the date on which the agreement becomes
unconditional and the date of the calculation and determination of the
profit after tax earned by PM Hire and RFB Logistics as determined by their
respective financial statements for the year ended 28 February 2009);
- R5,500,000 in cash on 1 March 2010,
provided that if the profit after tax earned by PM Hire and RFB Logistics for
the year ended 28 February 2009 falls short of R5,451,000, then the purchase
consideration shall be reduced by the amount of the shortfall.
The purchase consideration payable to the Trust for the equity in Lynx
Investments is R4,000,000, payable in cash on 1 March 2010.
FINANCIAL EFFECTS OF THE ACQUISITIONS AND CAUTIONARY
The financial effects of the acquisition will be published in due course,
pending which OLG shareholders are advised to exercise caution when trading in
OLG shares.
CATEGORISATION OF THE ACQUISITIONS
The acquisition of the equity in the companies is a category 2 transaction in
terms of section 9.5(a) of the Listings Requirements of the JSE Limited.
Johannesburg
11 March 2009
Designated Advisor and legal advisor
Java Capital
Date: 11/03/2009 15:45:01 Produced by the JSE SENS Department.
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