OneLogix Group Limited - Disposal Of Gologix Distribution

OneLogix Group Limited - Disposal Of Gologix Distribution                       
OneLogix Group Limited                                                          
(Registration No.1998/004519/06)                                                
Share Code: OLG                                                                 
ISIN Code: ZAE 000026399                                                        
("OneLogix Group")                                                              
DISPOSAL OF GOLOGIX DISTRIBUTION                                                
1. INTRODUCTION                                                                 
Further to the cautionary announcement published on 28 May 2002,                
shareholders are advised that OneLogix (Proprietary) Limited ("OneLogix"), a    
wholly-owned subsidiary of OneLogix Group, has sold to Dieseltrans              
(Proprietary) Limited ("Dieseltrans"), all shares in and shareholder claims     
against its wholly-owned subsidiary, X Press Net (Proprietary) Limited          
("Expressnet"), with effect from 1 December 2001 ("the disposal").              
Expressnet carries on the business of GoLogix Distribution ("the business").    
2. RATIONALE FOR AND BENEFITS OF THE DISPOSAL                                   
OneLogix is focussing on those businesses which yield high margins and have     
distinctive competitive differentiators. GoLogix Distribution offers            
warehousing and distribution services, which are not core activities of         
OneLogix. GoLogix Distribution operates in a competitive environment with       
resultant low margins, aggravated by the seasonal nature of the business.       
OneLogix has therefore agreed to the disposal to Dieseltrans, in which the      
management of GoLogix Distribution hold equity interests. After the             
disposal, OneLogix will outsource its distribution requirements to GoLogix      
Distribution, pursuant to arms-length service level agreements. The proceeds    
of the disposal will be used to reduce OneLogix`s current liabilities.          
3. TERMS OF THE DISPOSAL                                                        
3.1 The consideration due to OneLogix for the disposal is R3 012 182,00,        
payable in cash with interest at prime over a period of 3 years and 6           
months.                                                                         
3.2 In order to facilitate the successful completion of the disposal, the       
CEO of OneLogix, Tony Wiese, has agreed to participate as a minority            
investor in Dieseltrans and to provide security for payment of the              
consideration due to OneLogix for the disposal.                                 
3.3 OneLogix`s rights under the disposal agreement are secured by limited       
personal suretyships and pledges of shares in OneLogix Group.                   
3.4 The disposal is not subject to any warranties or indemnities given by       
OneLogix.                                                                       
4. FINANCIAL EFFECTS                                                            
The table below illustrates the financial effects of the disposal on the        
headline earnings, net tangible asset value and net diluted tangible asset      
value per share.  The "Historical before the disposal" column reflects          
OneLogix Group`s published consolidated interim results for the 6 months        
ended 30 November 2001 ("interim period").  The "Pro forma after the            
disposal" column reflects the following:                                        
4.1 For purposes of net tangible asset value per share:                         
4.1.1  a loss on disposal of the business of R7 947 676,00;                     
4.1.2  125 609 000 shares in issue.                                             
4.2 For purposes of net diluted tangible asset value per share;                 
4.2.1  the assumption set out in 4.1.1;                                         
4.2.2  settlement of R19 000 000,00 of OneLogix Group`s liabilities to          
vendors for prior acquisitions by the issue of shares, bringing total issued    
shares to 162 894 000.                                                          
4.3  For the purposes of headline earnings per share:                           
4.3.1  the disposal was effective from 1 June 2001;                             
4.3.2  the purchase consideration of R3 012 182,00 was received on 1 June       
2001 and reduced OneLogix Group`s interest-bearing borrowings at an after       
tax rate of 9.45% per annum;                                                    
4.3.3  taxation at a rate of 30%; and                                           
4.3.4  a weighted average number of shares in issue over the interim period,    
after all adjustments, of 132 294 000.                                          
4.4 For purposes of earnings per share:                                         
4.4.1  the assumptions set out in 4.1.1 and 4.3.1 to 4.3.4;                     
4.4.2  an impairment of goodwill of R18 867 000,00.                             
                                    Historical  Pro forma                       
                                    before the  after the                       
                                    disposal    disposal      Change            
(cents)     (cents)       (%)               

         Net tangible asset value   7.9         1.8           (77)              
         per share                                                              
         Net diluted tangible       17.6        13.0          (26)              
asset value per share                                                  
         Headline earnings per      4.1         4.0           (2)               
         share                                                                  
         Earnings (loss) per share  1.6         (18.8)        -                 
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                        
Shareholders are advised that as negotiations in terms of this announcement     
have been concluded, caution is no longer required when dealing in OneLogix     
Group shares.                                                                   
Johannesburg                                                                    
21 June 2002                                                                    
   Corporate advisors and joint      Joint sponsor to OneLogix Group            
   sponsor to OneLogix Group         ENF Sponsors                               
Corpcapital Corporate Finance                                                
   Legal advisor to OneLogix Group                                              
   Corpcapital Transaction Support                                              
Date: 21/06/2002 05:35:23 PM Produced by the SENS Department