| Fri 21 Jun 2002, 0:00 | | Onelogix Group Limited - Disposal Of Gologix Distr |
|
OneLogix Group Limited - Disposal Of Gologix Distribution
OneLogix Group Limited
(Registration No.1998/004519/06)
Share Code: OLG
ISIN Code: ZAE 000026399
("OneLogix Group")
DISPOSAL OF GOLOGIX DISTRIBUTION
1. INTRODUCTION
Further to the cautionary announcement published on 28 May 2002,
shareholders are advised that OneLogix (Proprietary) Limited ("OneLogix"), a
wholly-owned subsidiary of OneLogix Group, has sold to Dieseltrans
(Proprietary) Limited ("Dieseltrans"), all shares in and shareholder claims
against its wholly-owned subsidiary, X Press Net (Proprietary) Limited
("Expressnet"), with effect from 1 December 2001 ("the disposal").
Expressnet carries on the business of GoLogix Distribution ("the business").
2. RATIONALE FOR AND BENEFITS OF THE DISPOSAL
OneLogix is focussing on those businesses which yield high margins and have
distinctive competitive differentiators. GoLogix Distribution offers
warehousing and distribution services, which are not core activities of
OneLogix. GoLogix Distribution operates in a competitive environment with
resultant low margins, aggravated by the seasonal nature of the business.
OneLogix has therefore agreed to the disposal to Dieseltrans, in which the
management of GoLogix Distribution hold equity interests. After the
disposal, OneLogix will outsource its distribution requirements to GoLogix
Distribution, pursuant to arms-length service level agreements. The proceeds
of the disposal will be used to reduce OneLogix`s current liabilities.
3. TERMS OF THE DISPOSAL
3.1 The consideration due to OneLogix for the disposal is R3 012 182,00,
payable in cash with interest at prime over a period of 3 years and 6
months.
3.2 In order to facilitate the successful completion of the disposal, the
CEO of OneLogix, Tony Wiese, has agreed to participate as a minority
investor in Dieseltrans and to provide security for payment of the
consideration due to OneLogix for the disposal.
3.3 OneLogix`s rights under the disposal agreement are secured by limited
personal suretyships and pledges of shares in OneLogix Group.
3.4 The disposal is not subject to any warranties or indemnities given by
OneLogix.
4. FINANCIAL EFFECTS
The table below illustrates the financial effects of the disposal on the
headline earnings, net tangible asset value and net diluted tangible asset
value per share. The "Historical before the disposal" column reflects
OneLogix Group`s published consolidated interim results for the 6 months
ended 30 November 2001 ("interim period"). The "Pro forma after the
disposal" column reflects the following:
4.1 For purposes of net tangible asset value per share:
4.1.1 a loss on disposal of the business of R7 947 676,00;
4.1.2 125 609 000 shares in issue.
4.2 For purposes of net diluted tangible asset value per share;
4.2.1 the assumption set out in 4.1.1;
4.2.2 settlement of R19 000 000,00 of OneLogix Group`s liabilities to
vendors for prior acquisitions by the issue of shares, bringing total issued
shares to 162 894 000.
4.3 For the purposes of headline earnings per share:
4.3.1 the disposal was effective from 1 June 2001;
4.3.2 the purchase consideration of R3 012 182,00 was received on 1 June
2001 and reduced OneLogix Group`s interest-bearing borrowings at an after
tax rate of 9.45% per annum;
4.3.3 taxation at a rate of 30%; and
4.3.4 a weighted average number of shares in issue over the interim period,
after all adjustments, of 132 294 000.
4.4 For purposes of earnings per share:
4.4.1 the assumptions set out in 4.1.1 and 4.3.1 to 4.3.4;
4.4.2 an impairment of goodwill of R18 867 000,00.
Historical Pro forma
before the after the
disposal disposal Change
(cents) (cents) (%)
Net tangible asset value 7.9 1.8 (77)
per share
Net diluted tangible 17.6 13.0 (26)
asset value per share
Headline earnings per 4.1 4.0 (2)
share
Earnings (loss) per share 1.6 (18.8) -
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that as negotiations in terms of this announcement
have been concluded, caution is no longer required when dealing in OneLogix
Group shares.
Johannesburg
21 June 2002
Corporate advisors and joint Joint sponsor to OneLogix Group
sponsor to OneLogix Group ENF Sponsors
Corpcapital Corporate Finance
Legal advisor to OneLogix Group
Corpcapital Transaction Support
Date: 21/06/2002 05:35:23 PM Produced by the SENS Department
