| Thu 3 Dec 2009, 17:30 | | OLG - OneLogix Group Limited - Acquisition Of Atlas Panelbeaters |
|
OLG
OLG
OLG - OneLogix Group Limited - Acquisition Of Atlas Panelbeaters
OneLogix Group Limited
Incorporated in the Republic of South Africa)
(Registration number 1998/004519/06)
(Share code OLG ISIN: ZAE000026399)
("OneLogix")
ACQUISITION OF ATLAS PANELBEATERS
Introduction
OneLogix has entered into an agreement for the acquisition of a commercial
vehicle body repair, panel beating and spray painting business ("the business"),
conducted under the name "Atlas Panelbeaters". In addition, OneLogix is in the
process of finalising an agreement for the acquisition of the premises from
which the business is conducted ("the property").
The business and the property will be acquired from Double Option Trading 32
(Proprietary) Limited owned by Mr J P Du Venage and Mr H M van Zyl, the current
operators of the business.
The business will be acquired by a newly incorporated subsidiary of OneLogix
("Newco") of which OneLogix owns 65%, the remaining interest in Newco to be
owned by the business`s new management team.
The property will be acquired by a newly incorporated wholly owned subsidiary of
OneLogix.
The acquisition will allow OneLogix to expand its existing service offering to
the commercial vehicle market.
Effective date and conditions precedent
The acquisition of the business will be effective 1 January 2010, subject to the
fulfilment of the following conditions:
- The satisfactory conclusion by OneLogix of a due diligence investigation of
the business and operations of Atlas Panel beaters;
- OneLogix procuring the issue of a guarantee in favour of the vendors,
guaranteeing payment of the purchase price;
- the conclusion of the agreement between the parties in respect of the
acquisition of the property;
- the conclusion by J P Du Venage of a consultancy agreement with Newco; and
- the delivery by the vendors of a special resolution of the shareholders of
Double Option Trading 32 (Proprietary) Limited approving of the disposal of
the Atlas Panel beaters business.
Management of Atlas Panelbeaters
OneLogix has procured the services of experienced individuals to manage the
business. In addition, J P Du Venage will provide consultancy services to the
business for a period of at least 12 months from the effective date.
Purchase price
The purchase price payable for the property will be an amount of R5 400 000
which amount will be payable in cash on the implementation date.
The purchase price payable for the business is an amount of R4 600 000 less (i)
the value of any liabilities assumed by OneLogix in respect of transferring
employees; and (ii) an amount equal to any material decrease in the value of the
stock between the date of completion by OneLogix of its due diligence
investigation and the effective date.
This purchase price will be payable in cash by the purchaser in 24 equal monthly
instalments, the first such instalment due on the implementation date. The
outstanding balance of the purchase price from time to time will accrue interest
at the prime rate. Interest will be payable monthly in arrears together with the
payment of each monthly instalment.
OneLogix has the option to accelerate payment of the purchase price for the
business.
Financial effects of the acquisitions
The pro forma financial effects of the acquisitions on OneLogix`s earnings per
share, headline earnings per share, net asset value per share and net tangible
asset value per share for the financial year ended 31 May 2009 are not
significant.
The aggregate value of the assets that are the subject of the acquisition is R10
000 000, equivalent to the amount of funding the company will raise to pay for
these assets. In the previous financial year the net profit after tax
attributable to these net assets was R2 000 000.
3 December 2009
Designated Advisor, Corporate Advisor and Legal Advisor
Java Capital (Proprietary) Limited
Date: 03/12/2009 17:30:15 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
