OneLogix Group Limited
(Formerly Venmil Limited)
(Incorporated in the Republic of South Africa)
(Registration No. 1998/004519/06)
("OneLogix Group")
REPURCHASE OF SHARES
Introduction
Corpcapital Corporate Finance is authorised to announce that OneLogix Group and
its subsidiary OneLogix (Proprietary) Limited ("OneLogix") intend to make
specific offers to repurchase OneLogix Group ordinary shares ("shares") on a
pro rata basis, subject to the approval of shareholders in terms of s85 to s89
of the Companies Act (61 of 1973) as amended and the listing requirements of
the JSE Securities Exchange South Africa ("JSE").
Rationale
In order to maximise shareholder returns by reducing the number of issued
shares, it is proposed that cash which is surplus to OneLogix Group's immediate
requirements be returned to shareholders by way of a pro rata specific share
repurchase.
Terms of the pro rata repurchase
OneLogix Group and OneLogix propose to offer to acquire from shareholders, pro
rata to their shareholding, up to 67 500 000 shares comprising 34,65% of the
OneLogix Group issued share capital (the "pro rata offer"). In terms of the
JSE listing requirements, shareholders may elect to tender additional shares in
excess of the pro rata offer ("excess pro rata offer"). Shares so tendered may
be acquired if and to the extent that the directors so resolve.
It is proposed that:
* OneLogix will purchase from shareholders all shares tendered up to a maximum
of 10% of the issued shares, being 19 481 215 shares, which will be held by
OneLogix as treasury stock;
* OneLogix Group will then purchase from shareholders and cancel all shares
tendered in excess of 19 481 215, shares up to 67 500 000 shares;
* the price payable to shareholders in terms of the pro rata and excess pro
rata offers will be 80 cents per share payable in cash. The cost to OneLogix
Group and OneLogix will be R54.0 million, if 67 500 000 shares are repurchased.
Conditions precedent
The proposed repurchase is subject to the requisite approvals of relevant
regulators and shareholders in general meeting.
Salient dates relating to the implementation of the repurchase
2001
Last day to register as a shareholder in order to
participate in the pro rata and excess pro rata offers Thursday, 26 April
Last day to lodge forms of proxy for the
shareholders' meeting by 10:00 on Thursday, 24 May
Shareholders' meeting to be held at 10:00 on Monday, 28 May
Pro rata and excess pro rata offers open at 10:00 on Thursday, 31 May
Cheques posted or electronically transferred to
shareholders within 7 days of receipt of
documents of title, beginning with documents of title
received as at Friday, 1 June 2001, from Wednesday, 6 June
Pro rata and excess pro rata offers close at 10:00 on Wednesday, 20 June
Cheques posted or electronically transferred to
shareholders, if documents of title are received on or
prior to Wednesday, 20 June, by Wednesday, 27 June
Notes:
The dates and times above are subject to amendment. Any amendment will be
published in the press and on the Stock Exchange News Service.
General meeting
Full details of the proposed repurchase are set out in a circular to
shareholders, including notice of a general meeting and a form of proxy for
shareholders, which will be posted within 28 days.
Further cautionary announcement
Further to the cautionary announcement dated 19 February 2001, OneLogix
shareholders are advised that negotiations are still in progress which, if
successfully concluded, may have an effect on OneLogix's share price.
Accordingly, shareholders are advised to continue exercising caution when
dealing in OneLogix shares until a full announcement is published.
Rosebank
11 April 2001
Corporate adviser and sponsor
Corpcapital Corporate Finance
(a sponsor registered with the JSE Securities Exchange South Africa)