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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. Date: 19/04/2004 05:10:05 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
