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ONELOGIX GROUP LIMITED
(FORMERLY VENMIL LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 98/04519/06)
("ONELOGIX" OR "THE COMPANY")
ABRIDGED REVISED LISTING PARTICULARS
THE ABRIDGED REVISED LISTING PARTICULARS SET OUT BELOW IS NOT AN INVITATION TO
THE PUBLIC TO SUBSCRIBE FOR SHARES IN ONELOGIX. THE INFORMATION IS PROVIDED IN
TERMS OF THE LISTINGS REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE ("THE
JSE"). THE ABRIDGED REVISED LISTING PARTICULARS HAS BEEN EXTRACTED FROM THE
REVISED LISTING PARTICULARS OF ONELOGIX ISSUED ON 16 AUGUST 2000, WHICH IS
AVAILABLE FOR INSPECTION AS SET OUT BELOW ("THE DETAILED REVISED LISTING
PARTICULARS").
1. INTRODUCTION
WITH EFFECT FROM TODAY, THE JSE HAS AGREED TO:
1.1 GRANT AN ADDITIONAL LISTING IN RESPECT OF 13 870 159 ORDINARY SHARES OF
ONE CENT EACH. 13 670 159 ORDINARY SHARES HAVE BEEN ISSUED AT 69 CENTS EACH AND
THE REMAINING 200 000 SHARES AT 100 CENTS EACH;
1.2 AMEND THE COMPANY'S LISTING TO REFLECT THE NEW NAME AS ONELOGIX GROUP
LIMITED WITH ITS ABBREVIATED NAME TO BE SHOWN AS "ONELOGIX"; AND
1.3 TRANSFER THE COMPANY'S LISTING OF ORDINARY SHARES OF ONE CENT EACH FROM
THE FINANCIAL - "INVEST-MENT TRUST" SECTOR TO THE INDUSTRIAL - "SERVICE" SECTOR
OF THE JSE LISTS.
2. GENERAL HISTORY OF THE COMPANY
2.1 THE COMPANY WAS INCORPORATED UNDER THE NAME LEXSHELL INVESTMENT HOLDINGS
145 (PROPRIETARY) LIMITED IN SOUTH AFRICA ON 10 MARCH 1998. IT WAS CONVERTED TO
A PUBLIC COMPANY AND CHANGED ITS NAME TO VENMIL LIMITED ON 20 MAY 1998. ON 27
MAY 1998, THE COMPANY LISTED ON THE JSE.
2.2 INITIALLY, THE BUSINESS OF THE COMPANY WAS THAT OF A PRIVATE EQUITY FUND
INVESTING IN EMERGENT BUSINESSES. WITH EFFECT FROM 28 APRIL 1999, AND AS A
RESULT OF A DEADLOCK BETWEEN THE DIRECTORS REGARDING FUTURE STRATEGY, THE
COMPANY DISPOSED OF ITS ONLY ASSET FOR CASH.
2.3 FOLLOWING A MANDATORY OFFER TO ACQUIRE ALL THE SHARES IN THE COMPANY AT 64
CENTS PER SHARE, ON 2 SEPTEMBER 1999 CORPCAPITAL BANK CONTROLLING COMPANY
LIMITED HELD 82,35% OF THE ISSUED SHARE CAPITAL OF THE COMPANY.
3. NATURE OF BUSINESS
BY MERGING NEW ECONOMY INTELLECT AND TECHNOLOGY WITH COMPREHENSIVE REAL WORLD
LOGISTICS EXPERIENCE, ONELOGIX IS ABLE TO EXPAND THE TRADITIONAL BOUNDARIES OF
THE SUPPLY CHAIN AND OFFER A SUPERIOR RANGE, QUALITY AND FLEXIBILITY OF SUPPLY
CHAIN LOGISTICAL SERVICE.
THE SERVICES OFFERED BY ONELOGIX INCLUDE STRATEGIC CONSULTING AND PLANNING,
DESIGN OF SUPPLY CHAIN SOLUTIONS, PROJECT MANAGEMENT AND DELIVERY AND
OPERATIONAL EXECUTION FROM THE PROCUREMENT OF RAW MATERIALS TO DIRECT CONSUMER
FULFILMENT.
ONELOGIX'S SEPARATELY-IDENTIFIED AND FOCUSED BUSINESS UNITS ARE POSITIONED
WITHIN FOUR PILLARS, NAMELY:
THINKLOGIX (INTELLECTUAL FULFILMENT)
THINKLOGIX OFFERS EXPERIENCED STRATEGIC CONSULTING, DESIGN AND PLANNING
SERVICES, SUPPORTED BY WORLD-CLASS IT-ENABLEMENT. THINKLOGIX'S SERVICES WILL
MEET THE INTERNAL AND EXTERNAL NEEDS OF THE GROUP, PROVIDING PROCUREMENT
MANAGEMENT, TRACK-AND-TRACE CAPABILITIES, BARCODE SCANNING AND SYSTEMS FOR
INTEGRATED CENTRALISED BILLING AND CUSTOMER RELATIONSHIP MANAGEMENT. ONELOGIX'S
LEADING-EDGE SERVICES AND PRODUCTS ARE APPROPRIATE FOR BOTH INTERNATIONAL AND
DOMESTIC IT LOGISTICS BUSINESS SOLUTIONS.
GOLOGIX (PHYSICAL LOGISTICS FULFILMENT)
GOLOGIX OFFERS COMPREHENSIVE THIRD PARTY LOGISTICS SERVICES. DOMESTIC EXPRESS
SERVICES EMBRACE ALL ASPECTS OF COURIER DELIVERY: BUSINESS TO BUSINESS,
BUSINESS TO CONSUMER, CONSUMER TO CONSUMER AND CONSUMER TO BUSINESS INCLUDING
SAME DAY, OVERNIGHT AND ECONOMY SERVICES.
THE NATIONWIDE FREIGHT ACTIVITIES ARE SUPPORTED BY WAREHOUSING, CLEARING,
FORWARDING AND LINEHAUL, TO MAKE GOLOGIX A "ONE STOP PHYSICAL LOGISTICS SHOP".
THE IDENTIFICATION OF MAIL MANAGEMENT AS AN UNDER-DEVELOPED SERVICE AREA IN
SOUTH AFRICA AND INTERNATIONALLY HAS LED TO THE GROUP OFFERING MAIL MANAGEMENT
AND RELATED SERVICES TO CORPORATE CUSTOMERS PROMOTING FULL OUTSOURCING OF
MAILING FACILITIES AND MANAGEMENT ACTIVITIES.
DOTLOGIX (E-COMMERCE FULFILMENT)
GROWTH IN ELECTRONIC COMMERCE WILL DRIVE THE NEED TO ACHIEVE
BUSINESS-TO-BUSINESS AND DIRECT CONSUMER FULFILMENT. ELECTRONIC-COMMERCE
FULFILMENT IS ENHANCED BY LINKS INTO CUSTOMERS' INVENTORY SYSTEMS, FULL TRACK
AND TRACE ABILITIES AND ONLINE CUSTOMER RELATIONSHIP MANAGEMENT. DOTLOGIX WILL
STAY AT THE FOREFRONT OF THE ELECTRONIC COMMERCE REVOLUTION THROUGH DIRECT
INVESTMENT IN THE VIRTUAL COMMUNITY.
DIRECTLOGIX (DIRECT CONSUMER FULFILMENT)
THE POSTNET NETWORK REPRESENTS A COST-EFFECTIVE WAY OF PROVIDING CONSUMERS WITH
FREIGHT, COURIER, COUNTER-TO-COUNTER DELIVERY, MAIL AND RELATED BUSINESS
SERVICES. THE COMPANY'S ABILITY TO ACHIEVE DIRECT CONSUMER FULFILMENT IN THIS
WAY IS A MAJOR MARKET DIFFERENTIATOR. DIRECT CONSUMER FULFILMENT EXTENDS THE
EXISTING BOUNDARIES OF THE TRADITIONAL SUPPLY CHAIN TO INCLUDE THE NEEDS OF THE
CONSUMER.
THE NETWORK IS IDEALLY POSITIONED TO FULFIL THE DELIVERY OF ELECTRONIC-COMMERCE
GENERATED TRANSACTIONS BY OFFERING A POINT OF INTERACTION BETWEEN REAL AND
VIRTUAL WORLDS.
4. AUTHORISED AND ISSUED SHARE CAPITAL
THE AUTHORISED AND ISSUED SHARE CAPITAL OF THE COMPANY, AFTER THE INITIAL
TRANCHE OF SHARES ISSUED, IS AS FOLLOWS:
AUTHORISED
500 000 000 ORDINARY SHARES OF ONE CENT EACH R5 000 000
ISSUED
197 130 372 ORDINARY SHARES OF ONE CENT EACH R1 971 304
THE 302 869 628 UNISSUED SHARES ARE UNDER THE CONTROL OF THE DIRECTORS SUBJECT
TO THE PROVISIONS OF SECTIONS 211 AND 222 OF THE COMPANIES ACT, 1973 (ACT 61 OF
1973), AS AMENDED (THE "ACT"), AND THE LISTINGS REQUIREMENTS OF THE JSE.
5. FINANCIAL INFORMATION
THE SALIENT PRO FORMA FINANCIAL INFORMATION RELATING TO THE PROFIT FORECAST AND
NET ASSET VALUE OF ONELOGIX PRESENTED BELOW HAS BEEN EXTRACTED FROM THE
DETAILED REVISED LISTING PARTICULARS.
5.1 PROFIT FORECAST
FORECAST
YEAR ENDING
31 MAY 2001
HEADLINE EARNINGS (R'000) 17 291
HEADLINE EARNINGS PER SHARE (CENTS) 7,0
WEIGHTED AVERAGE NUMBER OF SHARES IN ISSUE AND
TO BE ISSUED IN TERMS OF THE TRANSACTIONS ('000) 247 955
5.2 PRO FORMA NET ASSET VALUE
PRO FORMA PRO FORMA
HISTORIC - HISTORIC -
BEFORE THE AFTER THE
TRANSACTIONS TRANSACTION
29 FEBRUARY 2000 29 FEBRUARY 2000
NET ASSET VALUE PER SHARE (CENTS) 67,6 29,0*
NET TANGIBLE ASSET VALUE PER SHARE (CENTS) 67,6 29,0*
*AFTER THE WRITE-OFF OF R132 272 395 OF GOODWILL BASED ON THE MAXIMUM PURCHASE
CONSIDERATIONS IN TERMS OF THE ACQUISITION AGREEMENTS AND R4 500 000 OF LISTING
EXPENSES AGAINST THE SHARE PREMIUM ACCOUNT. SHOULD THE MAXIMUM PURCHASE
CONSIDERATIONS IN TERMS OF THE ACQUISITION AGREEMENTS BE ACHIEVED, 142 501 461
ORDINARY SHARES WILL BE ALLOTTED AND ISSUED OR PROCURED TO THE VENDORS.
6. DIRECTORS AND REGISTERED OFFICE
6.1 THE BOARD OF DIRECTORS OF THE COMPANY IS COMPRISED AS FOLLOWS:
DIRECTOR AGE QUALIFICATION ADDRESS OCCUPATION AND EXPERIENCE
TONY WIESE 35 B.COMM, BACC 4 STRUWIG STREET CHARTERED ACCOUNTANT AND EX
(CHIEF (HONS), CA(SA) JET PARK, 1459 MAIN BOARD DIRECTOR OF
EXECUTIVE) SUPER GROUP LIMITED
PETER FORSHAW 37 B.COMM, BACC, GROUND FLOOR CHARTERED ACCOUNTANT AND
(EXECUTIVE) CA(SA) HOWICK GARDENS CO-FOUNDER OF POSTNET
WATERFALL PARK
BEKKER ROAD
MIDRAND, 1685
ALEC GRANT 52 B.COMM, FCIS, 2 ARNOLD ROAD DIRECTOR OF CORPCAPITAL
(NON-EXECUTIVE) CAIB, MBL ROSEBANK BANK CONTROLLING COMPANY
2194 LIMITED
GUSTAV 46 BPROC 2 ARNOLD ROAD DIRECTOR OF CORPGRO LTD,
BENJAMIN ROSEBANK CORPCOM LIMITED, SERVEST
LIEBMANN 2194 HOLDINGS LIMITED, AND
(NON-EXECUTIVE) FORZA GROUP LIMITED
IAN LOURENS 47 BA(HONS), MBA GROUND FLOOR CO-FOUNDER AND
(EXECUTIVE) HOWICK GARDENS MANAGING DIRECTOR
WATERFALL PARK OF POSTNET
BEKKER ROAD
MIDRAND, 1685
JOE MODIBANE 42 B.COMM, MBA 33 FRANSEN STR. CHAIRMAN OF MODIBANE
(NON-EXECUTIVE) CHAMDOR TRANSPORT ENTERPRISES
KRUGERSDORP (PTY) LIMITED. DIRECTOR OF
1739 BOE LIMITED AND FOSCOR
LIMITED
6.2 THE COMPANY SECRETARY OF ONELOGIX IS AS FOLLOWS:
PROBITY BUSINESS SERVICES (PROPRIETARY) LIMITED
UNIT C1, THE GUILD OFFICE PARK
PARKTOWN, 2193
(P O BOX 85392, EMMARENTIA, 2029)
6.3 THE REGISTERED OFFICE OF THE COMPANY IS A FOLLOWS:
4 STRUWIG STREET, JET PARK
JOHANNESBURG, 1459
7. RESULTS OF THE GENERAL MEETING
7.1 AT THE GENERAL MEETING OF VENMIL SHAREHOLDERS HELD ON FRIDAY, 8 SEPTEMBER
2000, THE VENMIL SHAREHOLDERS VOTED UNANIMOUSLY IN FAVOUR OF THE SPECIAL
RESOLUTIONS TO CHANGE THE NAME FROM VENMIL LIMITED TO ONELOGIX GROUP LIMITED,
ADOPT A NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND A NEW SHARE INCENTIVE
SCHEME AND GRANT THE DIRECTORS A GENERAL AUTHORITY TO BUYBACK THE COMPANY'S
SHARES SUBJECT TO THE REQUIREMENTS OF THE JSE LISTINGS REQUIREMENTS AND THE ACT
7.2 IN ADDITION, THE VENMIL SHAREHOLDERS VOTED UNANIMOUSLY IN FAVOUR OF THE
ORDINARY RESOLUTIONS TO GIVE EFFECT TO THE ACQUISITION OF ONELOGIX
(PROPRIETARY) LIMITED BY VENMIL, ISSUE SHARES AS CONSIDERATION FOR THE
ACQUISITIONS MADE, WAIVE THE OFFER TO MINORITIES REQUIRED IN TERMS OF THE
SECURITIES REGULATIONS PANEL, GRANT THE DIRECTORS A GENERAL AUTHORITY TO ISSUE
SHARES FOR CASH SUBJECT TO THE REQUIREMENTS OF THE JSE LISTINGS REQUIREMENTS,
PLACE THE UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS AND WRITE-DOWN THE
SHARE PREMIUM BY THE AMOUNT OF THE GOODWILL AND LISTING EXPENSES.
8. PROCEDURE REGARDING THE CHANGE OF NAME
8.1 THE CHANGE OF NAME WILL BE EFFECTIVE ON THE JSE WITH EFFECT FROM THE
COMMENCEMENT OF BUSINESS TODAY, MONDAY, 11 SEPTEMBER 2000 UNDER THE ABBREVIATED
NAME "ONELOGIX". ALL EXISTING SHARE CERTIFICATES OF THE COMPANY IN THE NAME OF
"VENMIL LIMITED" WILL CEASE TO BE GOOD FOR DELIVERY FOR TRANSACTIONS ENTERED
INTO ON THE JSE FROM THE CLOSE OF BUSINESS ON FRIDAY, 8 SEPTEMBER 2000.
8.2 IN ORDER TO RECEIVE ONELOGIX SHARE CERTIFICATES REFLECTING THE CHANGE OF
NAME, ONELOGIX SHAREHOLDERS SHOULD SEND THEIR EXISTING VENMIL SHARE
CERTIFICATES, TOGETHER WITH THE FORM OF SURRENDER AS CONTAINED IN THE CIRCULAR
TO ONELOGIX SHAREHOLDERS, DATED 16 AUGUST 2000, OR SECOND SURRENDER CIRCULAR,
DATED 11 SEPTEMBER 2000, TO MERCANTILE REGISTRARS LIMITED, 7TH FLOOR, 11
DIAGONAL STREET, JOHANNESBURG, 2001 (PO BOX 1053, JOHANNESBURG, 2000).
8.3 SHARE CERTIFICATES REFLECTING THE CHANGE OF NAME WILL BE POSTED TO
ONELOGIX SHAREHOLDERS AT THEIR OWN RISK, BY REGISTERED POST, ON MONDAY, 11
SEPTEMBER 2000, OR WITHIN FIVE BUSINESS DAYS OF RECEIPT OF THE EXISTING VENMIL
SHARE CERTIFICATES IF SUCH RECEIPT IS AFTER MONDAY, 11 SEPTEMBER 2000.
9. COPIES OF THE REVISED LISTING PARTICULARS
COPIES OF THE DETAILED REVISED LISTING PARTICULARS MAY BE OBTAINED IN ENGLISH,
AT THE FOLLOWING ADDRESSES DURING NORMAL BUSINESS HOURS:
* THE REGISTERED OFFICE OF THE COMPANY;
* CORPCAPITAL LIMITED, 2 ARNOLD ROAD, ROSEBANK;
* SG SECURITIES (JOHANNESBURG) (PTY) LIMITED, 3RD FLOOR, SOCIETE GENERALE
HOUSE, 30 WELLINGTON ROAD, PARKTOWN; AND
* ALL BROKING MEMBERS OF THE JSE.
JOHANNESBURG
11 SEPTEMBER 2000
CORPORATE ADVISER
CORPCAPITAL CORPORATE FINANCE
CORPORATE LEGAL ADVISERS
CORPCAPITAL TRANSACTION SUPPORT
SPONSORING BROKER
SG SECURITIES (JOHANNESBURG) (PROPRIETARY) LIMITED
REG. NO. 96/05841/07
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
REPORTING ACCOUNTANTS
PRICEWATERHOUSECOOPERS INC.
CHARTERED ACCOUNTANTS (SA)
REGISTERED ACCOUNTANTS & AUDITORS
(REGISTRATION NO. 1998/012055/21)
ONELOGIX DEBUTS ON THE JSE
THE ONELOGIX GROUP, SOUTH AFRICA'S DEDICATED END-TO-END SUPPLY CHAIN LOGISTICS
PROVIDER, LISTS TODAY IN THE INDUSTRIAL - "SERVICE" SECTOR OF THE JOHANNESBURG
STOCK EXCHANGE. ONELOGIX INTENDS TO SECURE A MAJOR SHARE OF THE R40 BILLION A
YEAR SA LOGISTICS MARKET.
THIS MOVE FOLLOWS THE GROUP'S SUCCESSFUL REVERSE LISTING INTO VENMIL LIMITED
EFFECTIVE ON 31 MAY 2000. VENMIL HAS TODAY FORMALLY CHANGED ITS NAME TO
ONELOGIX GROUP LIMITED.
ONELOGIX OFFERS JSE INVESTORS A HIGHLY EXPERIENCED MANAGEMENT TEAM COMBINING
NEW ECONOMY INTELLECT WITH REAL WORLD LOGISTICS TO PROVIDE A TRUE 'ONE-STOP'
SUPPLY CHAIN MANAGEMENT SOLUTION.
"WE HAVE IDENTIFIED A SIGNIFICANT GAP IN THE LOGISTICS MARKET," SAYS ONELOGIX
CEO, TONY WIESE. "NEW GENERATION BUSINESS MANAGERS WANT MORE THAN A TRANSPORT
COMPANY TO FULFIL THEIR LOGISTICS REQUIREMENTS - THEY WANT ONE COMPREHENSIVE
SOLUTION THAT WILL CUT COSTS ALONG THE ENTIRE SUPPLY CHAIN. THE ONELOGIX
SERVICE OFFERING HAS BEEN SPECIFICALLY DESIGNED TO MEET THIS DEMAND."
ONELOGIX OPERATES THROUGH FOUR INTEGRATED BUSINESS PILLARS. THINKLOGIX OFFERS
PROCUREMENT MANAGEMENT, LOGISTICS CONSULTING AND IT SOLUTIONS; GOLOGIX PROVIDES
TRADITIONAL THIRD PARTY LOGISTICS SERVICES RANGING FROM EXPRESS DELIVERY
THROUGH FREIGHT DISTRIBUTION TO MAIL MANAGEMENT; DOTLOGIX INCLUDES ALL ASPECTS
OF B2B AND B2C ELECTRONIC FULFILMENT AND HOUSES SME INTERNET PORTAL, BIZZNET;
AND DIRECTLOGIX FOCUSES ON DIRECT CONSUMER FULFILMENT THROUGH ITS NATIONWIDE
POSTNET RETAIL COUNTER NETWORK.
ONELOGIX HAS ENHANCED ITS SERVICE ARSENAL THROUGH A NUMBER OF STRATEGIC JOINT
VENTURES. IQLOGIX WITH THE IQ BUSINESS GROUP WILL PROVIDE WORLD CLASS IT
LOGISTICS PROCESS SOLUTIONS TO THE GROUP AND ITS CUSTOMERS, WHILE FPLOGIX WITH
FRANCOTYP POSTALIA SA WILL PROVIDE INNOVATIVE MAILROOM MANAGEMENT SERVICES.
RECENTLY ONELOGIX ENTERED INTO AN EQUAL PARTNER JOINT VENTURE WITH INDEPENDENT
ONLINE (IOL) TO DEVELOP THE BIZZNET SITE INTO SOUTH AFRICA'S MOST COMPREHENSIVE
SME ONLINE DIRECTORY AND BUSINESS SERVICES LISTING.
"WE BELIEVE THAT ONELOGIX OFFERS ATTRACTIVE INVESTMENT POTENTIAL," SAYS WIESE.
"THE GROUP HAS BEEN BUILT ON SOUND FUNDAMENTALS. OUR OPERATIONS ENCOMPASS
LOGISTICS AND E-COMMERCE, TWO OF THE WORLD'S FASTEST DEVELOPING INDUSTRIES.
OUR BUSINESS STRATEGY IS DIFFERENTIATED IN THE MARKET BY ITS DEDICATED FOCUS ON
SUPPLY CHAIN LOGISTICS AND OUR WAR CHEST OF R115 MILLION, UNTAINTED BY DEBT,
WILL BE USED TO IMPLEMENT AND SUPPORT THIS STRATEGY GOING FORWARD.
MOREOVER, WE ALREADY HAVE AN ESTABLISHED CLIENT BASE IN EXCESS OF 1 000
CORPORATE CUSTOMERS, MANY OF WHOM RANK AMONG SA'S TOP 100 COMPANIES," HE ADDS.
ONELOGIX MANAGEMENT FORECASTS HEADLINE EARNINGS OF R17,3 MILLION FOR THE YEAR
TO 31 MAY 2001. FORECAST OPERATIONAL HEADLINE EARNINGS PER SHARE ARISING FROM
THE ACQUISITION OF ONELOGIX BY VENMIL ARE 10,6 CENTS PER SHARE FOR THE SAME
PERIOD. EARNINGS FROM INTEREST EARNED ON THE CASH NOT UTILISED FOR THIS
ACQUISITION IS 4,7 CENTS PER SHARE, WHICH GIVES A COMBINED HEADLINE EARNINGS
FORECAST OF 7,0 CENTS PER SHARE TO 31 MAY 2001.
WIESE SAYS THAT: "OUR LISTING WILL RAISE THE GROUP'S PROFILE AND ASSIST US IN
OUR COMMITMENT TO ATTRACTING EXCEPTIONAL TALENT TO THE GROUP. WE LOOK FORWARD
TO A CHALLENGING AND EXCITING FUTURE AS A JSE-LISTED COMPANY."
ENDS.
ISSUED BY: FLEISHMAN-HILLARD VALLUN WILKINS
NICOLE SACKS
(011) 706 8800/083 287 2771
ON BEHALF OF: ONELOGIX GROUP
TONY WIESE, CEO
(011) 823 1283/ 083 410 3918
ISSUE DATE: FRIDAY, 8 SEPTEMBER 2000
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