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ONELOGIX GROUP LIMITED - SPECIFIC REPURCHASE OF SHARES FROM A RELATED PARTY
OneLogix Group Limited
(Registration number 1998/004519/06)
Share code OLG ISIN ZAE000026399
("the Company")
-Specific repurchase of securities
-Offer to all remaining shareholders
-Proposed move to Altx
-Resignation of directors
-Further cautionary
Specific repurchase of shares from a related party
Java Capital is authorised to announce that, subject to the requisite
shareholder approval, the company has agreed to re-purchase 83 768 685 of its
ordinary shares ("shares") constituting 30% of its issued shares ("the
repurchase") from Corpcapital Investments (Pty) Limited ("the vendor").
The price of the repurchase is 12 cents per share, with interest at prime from 1
February 2004 to date of payment. In addition, there are circumstances in which
a further amount would become payable to the vendor. These circumstances, which
the board of the company considers unlikely to eventuate, include the occurrence
within the 6 months after payment for the repurchase of certain transactions or
distributions by the company outside the ordinary course of its business. The
repurchase will be funded out of available cash resources.
The repurchase is subject to the approval by special resolution of shareholders
excluding the vendors. The company holds irrevocable undertakings of approval
from 67 % of shareholders eligible to vote in this regard.
Offer to all remaining shareholders
When implemented, the repurchase will have the result that Neville Bester, an
executive director of the company, will hold more than 35% of the issued shares
of the company. In these circumstances the board of the company proposes,
subject to shareholder approval and the repurchase becoming unconditional, that
the company offer ("the offer") to acquire the shares of all shareholders on the
same terms as those of the repurchase. Shareholders holding 183 869 375 shares
have irrevocably undertaken not to accept the offer, with the result that the
maximum additional number of shares which could be acquired by the company
pursuant to the offer is 12 736 547 shares, which would constitute 6,5% of the
company"s issued shares after the repurchase.
Full details of the repurchase and the offer are to be set out in a circular to
shareholders, including notice of a general meeting and a form of proxy for
shareholders, which will be posted in due course. The company shall include in
the circular a statement from an independent professional expert as to whether
the terms of the repurchase are fair and reasonable.
It is the Company"s intention to cancel all shares acquired pursuant to the
repurchase.
Altx
The board of the company has resolved that the company apply for a transfer of
its listing to Altx. The company has appointed Java Capital as its designated
advisor and is commencing with the application process.
Resignation of directors
The company announces the resignation of G B Liebmann and AJ Wiese as non-
executive directors with effect from the date of this announcement. On behalf
of the board and the company, Messrs Liebmann and Wiese are thanked for their
valuable contribution as directors.
Further cautionary
Pending announcement of the relevant financial effects and salient dates, and as
negotiations are still in progress which, if successfully concluded, may affect
the company"s share price, shareholders are advised to continue to exercise
caution in their dealings in shares.
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