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OneLogix - Repurchase Of Shares And Mandatory Offer
Onelogix Group Limited
Incorporated in the Republic of South Africa)
(Registration number 1998/004519/06)
(Share code OLG ISIN: ZAE000026399)
("OneLogix ")
REPURCHASE OF SHARES AND MANDATORY OFFER
INTRODUCTION
Shareholders are referred to the announcement published on SENS on 12 February
2004 and in the press on 13 February 2004 in terms of which Java Capital
announced that, subject to the requisite shareholder approval being obtained,
Onelogix has agreed to repurchase 83 768 685 of its ordinary shares
(constituting approximately 30% of its issued share capital) (the "specific re-
purchase") from Corpcapital for a price of 12 cents per share (plus interest at
prime from 1 February 2004 to date of payment).
Onelogix has also offered to acquire 196 605 922 shares held by the remaining
shareholders (the "offer") on the same terms as the specific repurchase. The
offer is conditional upon the specific repurchase being approved by Onelogix
shareholders. Irrevocable undertakings not to accept the offer have been
received from 93,52% of the remaining Onelogix shareholders.
FINANCIAL EFFECTS
The table below has been prepared for the purposes of illustrating how the
specific repurchase and the offer might have affected the historical earnings
per share, headline earnings per share, net asset value per share and net
tangible asset value per share for the six months ended 30 November 2003. It
assumes that the shares were repurchased on 1 June 2003. Due to the nature of
the pro forma financial information, it may not give a true indication of the
group"s financial position.
Historical Pro forma Pro forma Change Change
before the after the after the after the after the
specific specific offer specific specific
repurchase repurchase repurchase repurchase
and offer and offer
(cents) (cents) (cents) (%) (%)
Earnings per share 1.57 2.12 2.24 35 43
Headline earnings
per share 2.13 2.91 3.09 37 45
Net asset value
per share 12.17 12.25 12.26 1 1
Net tangible asset
value per share 4.84 1.8 1.09 (63) (77)
NOTES AND ASSUMPTIONS
The financial effects are, in respect of the specific repurchase, based on 196
605 922 ordinary shares in issue (being the number of shares in issue after the
specific repurchase) and, in respect of the offer, based on 183 869 375 ordinary
shares in issue (being the number of shares in issue after the repurchase and
the offer and assuming that holders of 12 736 547 shares, accept the offer.)
The interest rate utilised is the group"s current call rate of 7% on the basis
that all shares are repurchased utilising cash on hand.
SALIENT DATES (2004)
Circular to be posted Thursday, 22 April
Offer opens Thursday, 22 April
Last date to lodge forms of proxy for the
shareholders meeting by 11:00 on Wednesday, 12 May
General meeting at 11:00 on Friday, 14 May
Results of meeting published on SENS Friday, 14 May
Results of meetings published in press Monday, 17 May
Last day to participate in offer Friday, 21 May
Shares trade ex the right to participate
in the offer Monday, 24 May
Record date in respect of the offer Friday, 28 May
Offer closes at 12:00 (see note 2) Friday, 28 May
Cheques posted or funds electronically
transferred to certificated shareholders
on or about Monday, 31 May
Dematerialised shareholders" accounts
credited or updated Monday, 31 May
Announcement of acceptance levels on SENS Monday, 31 May
Announcement of acceptance levels in press Tuesday, 1 June
Shares de-listed on or about Tuesday, 1 June
Notes:
Shares may not be de-materialised or re-materialised between Monday, 24 May
2004 and Friday, 28 May 2004, both dates inclusive.
Dematerialised shareholders are required to notify their CSDP or broker as to
the manner in which they wish to vote their shares at the general meeting and of
their acceptance of the offer in the manner and time stipulated in the agreement
governing the relationship between the shareholder and its CSDP or broker.
The dates and times set out above are subject to amendment. Any amendment will
be published on SENS and in the press.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are no longer required to exercise caution in the dealing of their
shares.
Rosebank
19 April 2004
Corporate and legal advisor and sponsor
Java Capital (Pty) Limited
Reporting accountants and independent expert
Fisher Hoffman PKF (Jhb) Inc.
