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Onelogix Group Limited - Terms and salient dates of the renounceable rights offer ONELOGIX GROUP LIMITED (Formerly Venmil Limited) (Incorporated in the Republic of South Africa) (Registration number 1998/004519/06) (Share code OLG ISIN: ZAE000026399) ("OneLogix ") Terms and salient dates of the renounceable rights offer Terms of rights offer Shareholders of OneLogix are referred to the announcement dated 6 December 2002 in which they were advised that OneLogix is to raise R10 million by way of a renounceable rights offer of new OneLogix shares ("rights offer") underwritten by a consortium led by members of management ("underwriters"). In terms of the rights offer, OneLogix shareholders will be entitled to subscribe for 100 000 713 new OneLogix shares of 1 cent each at a subscription price of 10 cents per share, in the ratio of 55,44 rights offer shares for every 100 OneLogix ordinary shares ("rights offer shares") held by them at the close of business on Friday, 25 April 2003. The proceeds of the rights offer will be used to repay interest-bearing debt, improve net asset value and discharge certain vendor obligations that are due and payable. The underwriters have agreed to underwrite the rights offer and shall subscribe for all of the rights offer shares not taken up by the OneLogix shareholders. Depending on the extent to which shareholders take up their rights in terms of the rights offer, the underwriters may, after the rights offer, collectively hold in excess of 35% of the issued share capital of OneLogix. In terms of the Securities Regulation Code on Take-overs and Mergers, the underwriters may have to make a mandatory offer to acquire the shares of the remaining shareholders at an issue price of 10 cents per share. However, the Securities Regulation Panel has dispensed with this requirement provided that the majority of independent shareholders present and voting at the general meeting waive their entitlement thereto at the meeting. Listing of rights offer shares and letters of allocation The JSE Securities Exchange South Africa ("JSE") has granted listings for: 100 000 713 renounceable (nil paid) letters of allocation from the commencement of trade on the JSE on Thursday, 17 April 2003 to the close of trade on Friday, 16 May 2003; and 100 000 713 new OneLogix ordinary shares from the commencement of trade on the JSE on Monday, 19 May 2003. Salient dates and times The salient dates and times of the rights offer are as follows: 2003 Circular posted to shareholders of Tuesday, 25 March OneLogix General meeting of OneLogix Wednesday, 9 April shareholders at 10:00 on Last day to trade for purposes of Wednesday, 16 April determining the ordinary shareholders of OneLogix entitled to participate in the rights offer Existing OneLogix shares commence Thursday, 17 April trading ex-rights at commencement of trading Listing of letters of allocation Thursday, 17 April commences at commencement of trading Record date for purposes of Friday, 25 April determining the ordinary shareholders of OneLogix entitled to participate in the rights offer Rights offer opens at commencement of Tuesday, 29 April trading Dematerialised shareholders will have Tuesday, 29 April their safe custody accounts at their CSDP or broker automatically credited with their entitlement Certificated shareholders will have Tuesday, 29 April their entitlement credited to a safe custody account at Computershare Nominees (Pty) Limited on The form of instruction in respect of Tuesday, 29 April a letter of allocation giving full details of the rights offer will be posted to certificated shareholders of OneLogix recorded in the register as such on the record date Last day to trade in letters of Friday, 16 May allocation by 17:00 Listing of rights offer shares Monday, 19 May commences at commencement of trading on Rights offer closes - payments to be Friday, 23 May made and form of instruction in respect of letters of allocation lodged by certificated shareholders by 14:30 Record date for letters of allocation Friday, 23 May Results of rights offer published on Monday, 26 May SENS The entitlements in respect of the Monday, 26 May rights offer available and (where requested) certificates posted to certificated shareholders on Dematerialised shareholder"s safe Monday, 26 May custody accounts will be credited with entitlements by their CSDP or broker on Notes The abovementioned dates and times are subject to change. Any changes will be announced in the press and on SENS. Dematerialised shareholders are required to notify their duly appointed CSDP or broker of their acceptance of the offer in the manner and time stipulated in the agreement governing the relationship between the shareholder and his/her CSDP or broker. Share certificates may not be dematerialised between Thursday, 17 April 2003 and Friday, 25 April 2003 both days inclusive. CSDPs effect payment in respect of dematerialised shareholders on a delivery versus payment method. Documentation and further announcement A circular containing full detail of the rights offer and the general meeting has been posted to shareholders. The forms of instruction in respect of the letters of allocation will be posted to certificated OneLogix shareholders on or about Tuesday, 29 April 2003. An announcement of the results of the rights offer will be made on or about Monday, 26 May 2003. Johannesburg 25 March 2003 Corporate Legal Advisor Lead sponsor advisor and joint sponsor Corpcapital Corpcapital PricewaterhouseCoopers Corporate Transaction Corporate Finance Finance Support (Pty) Ltd
