| Tue 25 Mar 2003, 17:22 | | Onelogix Group Limited - Terms and salient dates o |
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ONELOGIX GROUP LIMITED
(Formerly Venmil Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/004519/06)
(Share code OLG ISIN: ZAE000026399)
("OneLogix ")
Terms and salient dates of the renounceable rights offer
Terms of rights offer
Shareholders of OneLogix are referred to the announcement dated 6 December 2002
in which they were advised that OneLogix is to raise R10 million by way of a
renounceable rights offer of new OneLogix shares ("rights offer") underwritten
by a consortium led by members of management ("underwriters").
In terms of the rights offer, OneLogix shareholders will be entitled to
subscribe for 100 000 713 new OneLogix shares of 1 cent each at a subscription
price of 10 cents per share, in the ratio of 55,44 rights offer shares for every
100 OneLogix ordinary shares ("rights offer shares") held by them at the close
of business on Friday, 25 April 2003.
The proceeds of the rights offer will be used to repay interest-bearing debt,
improve net asset value and discharge certain vendor obligations that are due
and payable. The underwriters have agreed to underwrite the rights offer and
shall subscribe for all of the rights offer shares not taken up by the OneLogix
shareholders.
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 share capital of OneLogix. In terms of the
Securities Regulation Code on Take-overs and Mergers, the underwriters may have
to make a mandatory offer to acquire the shares of the remaining shareholders at
an issue price of 10 cents per share. However, the Securities Regulation Panel
has dispensed with this requirement provided that the majority of independent
shareholders present and voting at the general meeting waive their entitlement
thereto at the meeting.
Listing of rights offer shares and letters of allocation
The JSE Securities Exchange South Africa ("JSE") has granted listings for:
100 000 713 renounceable (nil paid) letters of allocation from the commencement
of trade on the JSE on Thursday, 17 April 2003 to the close of trade on Friday,
16 May 2003; and
100 000 713 new OneLogix ordinary shares from the commencement of trade on the
JSE on Monday, 19 May 2003.
Salient dates and times
The salient dates and times of the rights offer are as follows:
2003
Circular posted to shareholders of Tuesday, 25 March
OneLogix
General meeting of OneLogix Wednesday, 9 April
shareholders at 10:00 on
Last day to trade for purposes of Wednesday, 16 April
determining the ordinary shareholders
of OneLogix entitled to participate in
the rights offer
Existing OneLogix shares commence Thursday, 17 April
trading ex-rights at commencement of
trading
Listing of letters of allocation Thursday, 17 April
commences at commencement of trading
Record date for purposes of Friday, 25 April
determining the ordinary shareholders
of OneLogix entitled to participate in
the rights offer
Rights offer opens at commencement of Tuesday, 29 April
trading
Dematerialised shareholders will have Tuesday, 29 April
their safe custody accounts at their
CSDP or broker automatically credited
with their entitlement
Certificated shareholders will have Tuesday, 29 April
their entitlement credited to a safe
custody account at Computershare
Nominees (Pty) Limited on
The form of instruction in respect of Tuesday, 29 April
a letter of allocation giving full
details of the rights offer will be
posted to certificated shareholders of
OneLogix recorded in the register as
such on the record date
Last day to trade in letters of Friday, 16 May
allocation by 17:00
Listing of rights offer shares Monday, 19 May
commences at commencement of trading
on
Rights offer closes - payments to be Friday, 23 May
made and form of instruction in
respect of letters of allocation
lodged by certificated shareholders by
14:30
Record date for letters of allocation Friday, 23 May
Results of rights offer published on Monday, 26 May
SENS
The entitlements in respect of the Monday, 26 May
rights offer available and (where
requested) certificates posted to
certificated shareholders on
Dematerialised shareholder"s safe Monday, 26 May
custody accounts will be credited with
entitlements by their CSDP or broker
on
Notes
The abovementioned dates and times are subject to change. Any changes will be
announced in the press and on SENS.
Dematerialised shareholders are required to notify their duly appointed CSDP or
broker of their acceptance of the offer in the manner and time stipulated in the
agreement governing the relationship between the shareholder and his/her CSDP or
broker.
Share certificates may not be dematerialised between Thursday, 17 April 2003 and
Friday, 25 April 2003 both days inclusive.
CSDPs effect payment in respect of dematerialised shareholders on a delivery
versus payment method.
Documentation and further announcement
A circular containing full detail of the rights offer and the general meeting
has been posted to shareholders. The forms of instruction in respect of the
letters of allocation will be posted to certificated OneLogix shareholders on or
about Tuesday, 29 April 2003.
An announcement of the results of the rights offer will be made on or about
Monday, 26 May 2003.
Johannesburg
25 March 2003
Corporate Legal Advisor Lead sponsor
advisor and
joint sponsor
Corpcapital Corpcapital PricewaterhouseCoopers
Corporate Transaction Corporate Finance
Finance Support (Pty) Ltd
