OLG - OLG - Acquisition and cautionary announcement

OLG - OLG - Acquisition and cautionary announcement                             
Onelogix Group Limited                                                          
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1998/004519/06)                                           
JSE code: OLG    ISIN: ZAE000026399                                             
("OLG")                                                                         
ACQUISITION OF THE EQUITY IN EACH OF PM HIRE (PROPRIETARY) LIMITED ("PM Hire"), 
RFB LOGISTICS (PROPRIETARY) LIMITED ("RFB Logistics") AND LYNX INVESTMENTS      
(PROPRIETARY) LIMITED ("Lynx Investments") (collectively "the companies" or "the
RFB group") AND CAUTIONARY ANNOUNCEMENT                                         
OLG, through its wholly-owned subsidiary Onelogix (Proprietary) Limited ("the   
purchaser"), has concluded an agreement to acquire the equity in each of the    
companies ("the acquisition").                                                  
The companies trade as the RFB group, carrying on a long-established transport  
and logistics business providing transport solutions to customers throughout    
Southern Africa, with particular focus in the niche abnormal load market.       
RATIONALE FOR THE ACQUISITION                                                   
The acquisition allows for further diversification in OLG`s vehicle delivery    
services business and fits OLG`s objective of being in niche logistics          
businesses.  In addition, there are synergies between the  vehicle delivery     
services and abnormal load business.                                            
TERMS AND CONDITIONS OF THE ACQUISITIONS                                        
The Snow Trust (IT No. 1544/95) ("the Trust") has sold to the purchaser with    
effect from 1 March 2009 the equity in each of PM Hire and RFB Logistics.       
In addition, the Trust has sold to the purchaser with effect from 1 March 2010  
the equity in Lynx Investments. Lynx Investments owns the property from which   
the business of the RFB group is conducted.                                     
The acquisition is conditional on the fulfilment of certain conditions including
inter alia -                                                                    
-    the satisfactory outcome of a due diligence investigation to be conducted  
    by the purchaser;                                                           
-    written approval of the board of directors of OLG.                         
The purchase consideration payable to the Trust for the equity in PM Hire and   
RFB Logistics is R18,500,000 payable as follows -                               
-    R13,000,000 in cash on the implementation date (being the later of the     
third business day after the date on which the agreement becomes            
    unconditional and the date of the calculation and determination of the      
    profit after tax earned by PM Hire and RFB Logistics as determined by their 
    respective financial statements for the year ended 28 February 2009);       
-    R5,500,000 in cash on 1 March 2010,                                        
provided that if the profit after tax earned by PM Hire and RFB Logistics for   
the year ended 28 February 2009 falls short of R5,451,000, then the purchase    
consideration shall be reduced by the amount of the shortfall.                  
The purchase consideration payable to the Trust for the equity in Lynx          
Investments is R4,000,000, payable in cash on 1 March 2010.                     
FINANCIAL EFFECTS OF THE ACQUISITIONS AND CAUTIONARY                            
The financial effects of the acquisition will be published in due course,       
pending which OLG shareholders are advised to exercise caution when trading in  
OLG shares.                                                                     
CATEGORISATION OF THE ACQUISITIONS                                              
The acquisition of the equity in the companies is a category 2 transaction in   
terms of section 9.5(a) of the Listings Requirements of the JSE Limited.        
Johannesburg                                                                    
11 March 2009                                                                   
Designated Advisor and legal advisor                                            
Java Capital                                                                    
Date: 11/03/2009 15:45:01 Supplied by www.sharenet.co.za                     
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