OneLogix Group - Acquisition of the customer base of a division of Roadway

Logistics (Pty) Ltd
OneLogix Group Limited
(Registration Number 1998/004519/06)
("OneLogix Group" or "the company")
Share Code: OLG
ISIN Code: ZAE 0000263399

Acquisition of the customer base of a division of Roadway Logistics (Pty)
Ltd
1. INTRODUCTION

Corpcapital Corporate Finance is authorised to announce that OneLogix
(Proprietary) Limited ("OneLogix"), a wholly-owned subsidiary of OneLogix
Group, has acquired, subject to the approval of the JSE Securities

Exchange South Africa (the "JSE") and shareholders in general meeting, the
customer base of the transport division of Roadway Logistics (Proprietary)
Limited ("Roadway"), in terms of an on-going customer referral agreement
("the agreement"), with effect from 27 August 2001 ("effective date").
2. NATURE AND RATIONALE FOR THE AGREEMENT

Roadway renders road-based transport and distribution services for the
household goods market.

GoLogix Distribution, a division of OneLogix, offers a full range of third
party logistics services supported by warehousing and clearing and

forwarding activities. The Roadway customer base will be integrated into
the operations of GoLogix Distribution to expand its market share locally.
The agreement is structured as an on-going customer referral agreement so
as to increase the volume of business being serviced by the existing

infrastructure and capacity of OneLogix, without a concomitant investment
in assets.
3. SALIENT TERMS OF THE AGREEMENT

The purchase consideration payable under the agreement is 2.4 times profit
attributable to Roadway customers in the first year after the effective
date, less R6 million, but subject to a maximum of R19 million ("the
maximum purchase consideration").

The purchase consideration is payable no later than 14 months after the
effective date by delivery of fully paid OneLogix Group shares to Roadway
at a price of 74 cents per ordinary share, cum any dividend declared after
the effective date.

In addition, Roadway has lent OneLogix R4 million in order to fund working
capital; which loan is repayable after 12 months by delivery of fully paid
OneLogix Group shares at a price of 74 cents per ordinary share cum any
dividend declared after the effective date.

Roadway has provided restraint of trade undertakings, for no additional
consideration, for three years from the effective date.
4. FINANCIAL EFFECTS

The table below illustrates the financial effects of the agreement on the
headline earnings, earnings, net asset value and net tangible asset value
per Onelogix Group share.
Financial effects are based on the following:

- Headline earnings, earnings, net asset value and net tangible asset
value per share based on OneLogix Group's audited financial results for
the year ended 31 May 2001, as reflected in column (a).

- Column (b) reflects a consideration payable by Onelogix of R2,9 million,
which would be proportionate to the historical performance of Roadway, and
column (d) reflects the maximum purchase consideration of R19 million,
both columns being prepared on the basis that the agreement had been in
effect throughout the year ended 31 May 2001.

- For purposes of calculating the headline earnings and earnings per share
effects set out in column (b), turnover has been extracted from Roadway's
unaudited management accounts for the twelve months ended 31 August 2001,
from which there has been deducted the consideration which would be

payable by OneLogix in terms of the agreement based on such turnover.
Earnings per share is based on the number of shares in issue during the
year ended 31 May 2001, increased by the number of shares to be issued as
purchase consideration and to repay the R4 million loan extended by

Roadway to OneLogix, resulting in a total of 204,2 million shares in
issue.

- For purposes of column (d), turnover has been assumed proportionate to
the maximum purchase consideration. The number of shares in issue during
the year ended 31 May 2001 has been taken at 225,9 million shares, which
includes the shares to be issued as purchase consideration and to repay
the R4 million loan extended by Roadway to OneLogix in terms of the
agreement.

- Taxation has been provided for at a rate of 30% per annum.

- An appropriate adjustment for amortisation of the goodwill arising on
the acquisition has been effected in terms of the accounting policy of
OneLogix Group.

- Columns (b) and (d) also reflect the effects of the agreement on the net
asset value and net tangible asset value per share based on a

consideration proportionate to historical performance and the maximum
purchase consideration respectively, payable in shares, and the assumption
that the number of shares in issue at 31 May 2001 was 204,2 million and
225,9 million shares respectively.

                      Results      Pro forma after  %       Pro forma   %
                      before the   the agreement    change  after the   change
                      agreement    based on                 agreement
                      (cents)      historical               based on

                      (a)          performance      (c)     maximum     (e)
                                   (cents)                  price

                                   (b)                      (cents)

                                                            (d)

Headline earnings     7,0          8,5              21,4    10,7        52,9
per share

Earnings per share    4,9          6,4              30,6    8,0         63,3
Net asset value per   51,7         50,8             (1,7)   53,0        2,5
share

Net tangible asset    25,7         24,6             (4,3)   22,2        (13,6)
value per share

The table above has been prepared for the purposes of illustrating how the
purchase of the customer base of Roadway might have affected the earnings
for the year to 31 May 2001 and the net asset value at 31 May 2001.

Shareholders should also note that the earnings that would have to be
achieved to pay the maximum purchase consideration do not represent a
profit forecast. Due to the nature of the pro forma financial information
it may not give a true picture of the company's financial results and
position.

Management is of the opinion that the implementation of the agreement
presents significant opportunities to OneLogix Group to effect economies
of scale and operational synergies and further develop the business of
GoLogix Distribution, without concomitantly increasing investment in the
business.
5. CIRCULAR TO SHAREHOLDERS

A circular will be dispatched to the shareholders of OneLogix Group,

setting out the details of the transaction in terms of the Listings
Requirements of the JSE in due course.
Johannesburg
6 December 2001

Corporate advisor & joint sponsor    Reporting accountants   Joint sponsor
Corpcapital Corporate Finance        PricewaterhouseCoopers  ENF Sponsors