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Onelogix - Closure Of Gologix Couriers, Profit Warning, Raising Of R10 Million
Release Date: 06/12/2002 17:34:09 Code(s): OLG
OneLogix - Closure of GoLogix Couriers, Profit warning, Raising of R10 million
by way of a fully underwritten rights offer
OneLogix Group Limited
(Formerly Venmil Limited)
Share code: OLG ISIN: ZAE000026399
(Registration number 1998/004519/06)
("OneLogix Group" or "the company")
Announcement relating to the closure of GoLogix Couriers, profit warning and the
raising of R10 million by way of a fully underwritten rights offer
1. Closure of GoLogix Couriers
Onelogix noted in its results announcement for the year ended 31 May 2002
that its GoLogix Couriers division had failed to meet cash generation and
operating profit expectations for the year. This poor performance has continued
in the first half of the new financial year. In line with Onelogix`s strategy of
rationalising its operations and disposing of loss-making divisions and after
careful consideration of prevailing and projected market conditions in the
courier industry and consultation with all affected employees, the directors of
Onelogix have decided to close down the GoLogix Courier division with effect
from 30 November 2002.
It is anticipated that the total costs associated with the closure of the
GoLogix Couriers division will be in the region of R5 million. Onelogix has
entered into an agreement with Supaswift Express (Proprietary) Limited
("Supaswift") in terms of which it will refer the GoLogix Couriers customer base
to Supaswift in return for a commission on business obtained from the customer
base. Accordingly some of the closure costs may be recovered through the receipt
of future commissions.
2. Profit warning
As a result of the poor performance of GoLogix Couriers combined with a
general slow down in trading across the Onelogix group, it is anticipated that
Onelogix`s headline earnings and earnings per share for the six months ended 30
November 2002 will be lower than the headline earnings and earnings per share
for the comparable period in the prior financial year.
3. Rights offer
3.1 Introduction
The directors of Onelogix have resolved to raise R10 000 000 by way of a
renounceable rights offer of 100 000 000 new Onelogix shares at 10 cents per
share. The primary purpose of the rights offer is to raise funds to repay
interest bearing debt, improve net asset value and discharge certain vendor
obligations that are due and payable.
3.2. Underwriting
Onelogix has concluded agreements with a consortium led by members of
management ("the underwriters") in terms of which they have agreed to fully
underwrite the rights offer. No underwriter`s fee is payable and the
underwriting reflects management`s ongoing faith in Onelogix.
Corpcapital Limited, which owns more than 46% of the shares in Onelogix, has
undertaken in favour of the underwriters not to follow its rights. This will
result in the underwriters` stake in Onelogix increasing and Corpcapital`s stake
in Onelogix being reduced to approximately 30%, a shareholding in line with
Corpcapital`s investment strategy.
3.3. Conditions
The rights offer is conditional upon:
3.3.1. receipt of approvals of the JSE Securities Exchange South Africa
("JSE") the Securities Regulation Panel ("SRP") and the Exchange Control
Department of the South African Reserve Bank to the rights offer circular;
3.3.2. the SRP agreeing that the requirement to make a mandatory offer
be dispensed with on the basis set out in paragaph 4 below, subject to the
fulfilment of the condition in paragraph 3.3.3;
3.3.3. a majority of the independent shareholders ("the independent
shareholders") present or represented at a general meeting of Onelogix
shareholders ("the meeting") voting in favour of the waiver, as detailed in
paragraph 4 below; and
3.3.4. the JSE granting the listing of the letters of allocation and new
Onelogix shares arising from the rights offer.
4. Waiver of a mandatory offer
Depending on the extent to which shareholders take up their rights in terms
of the rights offer, the underwriters may, after the rights offer, collectively
hold in excess of 35% of the issued shares in Onelogix. If this occurs, the
underwriters may be required to make a mandatory offer to acquire the shares of
the remaining shareholders in terms of the provisions of the SRP Code on
Takeovers and Mergers ("the Code").
The underwriters have made an application to the SRP requesting that the SRP
dispense with the requirement for a mandatory offer (in terms of rule 8.7 of the
Code) provided that the majority of the independent shareholders waive their
entitlement thereto ("the waiver") at the meeting. Corpcapital Limited, which
owns more than 46% of the shares in the company, has irrevocably undertaken to
vote in favour of the waiver.
5. Further announcement
An announcement setting out the terms and salient dates of the rights offer
will be made in due course.
Johannesburg
6 December 2002
Corporate advisor and joint sponsor
Corpcapital Corporate Finance
a sponsor registered with the
JSE Securities Exchange South Africa
Joint sponsor
ENF Sponsors (Pty) Ltd
(Registration number 2000/027636/07)
Legal advisor
Corpcapital Transaction Support
Date: 06/12/2002 05:34:00 PM Produced by the JSE SENS Department
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