Acquisition of Pro-Freight Express (Pty) Limited's customer base

OneLogix Group Limited
(Registration Number 1998/004519/06)
("OneLogix Group")

Acquisition of the customer base of Pro-Freight Express (Proprietary) Limited
1. INTRODUCTION

Corpcapital Corporate Finance is authorised to announce that OneLogix
(Proprietary) Limited ("OneLogix"), a subsidiary of OneLogix Group, has
acquired the customer base of Pro-Freight Express (Proprietary) Limited ("PFX")
in terms of an on-going customer referral agreement ("the agreement").
2. NATURE AND RATIONALE FOR THE AGREEMENT

PFX is a parcel distribution courier company conducting business by road and
air express.

GoLogix Distribution, an operating division of OneLogix, offers a full range of
third party logistics services supported by warehousing, clearing and
forwarding activities. The PFX customer base will be integrated into the
operations of GoLogix Distribution and will expand its market share locally.
The agreement is structured as an on-going customer referral agreement so as to
increase the volume of business being serviced by the existing infrastructure
and capacity of OneLogix, without a concomitant investment in assets or
increase in debt.
3. SALIENT TERMS OF THE AGREEMENT

The aggregate consideration under the agreement is as follows:

* initially, a minimum amount in cash of R3 million; and

* thereafter, further amounts not exceeding a maximum of R25 million, based on
warranted profit targets achieved for the period 1 March 2001 to 28 February
2002, payable in a combination of cash and the delivery of fully paid OneLogix
Group shares ("shares") at an issue price of 100 cents per share, based on an
agreed formula.

OneLogix has made written offers of employment to certain employees and key
executives of PFX. PFX has agreed to release these employees from all on-going
obligations to PFX to allow them to accept employment with OneLogix. Where
appropriate, the terms of employment of OneLogix will include restraint of
trade undertakings for no consideration.

The terms of the agreement include warranties as would ordinarily be expected
in a transaction of this nature.
4. FINANCIAL EFFECTS

The table below illustrates the financial effects of the implementation of the
agreement on the earnings and net tangible asset value per share based on the
minimum cash consideration payable. The potential additional consideration
payable on the achievement of warranted profit targets is not taken into
account.

The "Results before the agreement" column reflects the earnings per share based
on the OneLogix Group interim results for the six months ended 30 November
2000, and the net tangible asset value per share as at 30 November 2000.
The "Pro forma after the agreement" column reflects the effects of the
agreement on the earnings per share based on the minimum purchase consideration
of R3 million in cash and the assumption that the agreement had been in effect
throughout the six month period to 30 November 2000, and includes:

* 50% of the audited annual PFX results based on the income statement for the
year ended 30 November 2000. As the business of PFX is not highly seasonal the
annual results of PFX for the year ending 30 November 2000 have been halved, in
order to match OneLogix Group's unaudited six month results;

* the adjustment for amortisation of the R3 million goodwill arising on the
acquisition in terms of OneLogix Group's accounting policy;

* the adjustment for after tax interest foregone on the cash price paid; and
* the weighted average number of shares in issue during the six months ended 30
November 2000, being 194 812 159.

The "Pro forma after the agreement" column also reflects the effects of the
agreement on the net tangible asset value per share based on the minimum
purchase consideration of R3 million in cash and the assumption that the
agreement was effected on 30 November 2000, and includes:

* the adjustment to reflect the reduction in cash of R3 million, being the
minimum purchase consideration; and

* the number of shares in issue at 30 November 2000, being 194 812 159.
                              Results       Pro forma      %

                              before the    after the      change

                              agreement     agreement

                              (cents)       (cents)

Earnings per share            3.8           3.6            (5.3)
Net tangible asset

value per share               38.9          37.4           (3.9)

The financial effects on the headline earnings and the net asset value per
share are not material.

The financial effects indicate negative changes to the financial ratios
presented on a historical basis. However, management is of the opinion that the
implementation of the agreement presents significant opportunities to OneLogix
Group to effect economies of scale and operational synergies and further
develop the business of GoLogix Distribution, without concomitantly increasing
investment in the business.
5. CIRCULAR TO SHAREHOLDERS

Within 28 days of the date of this announcement, a circular will be dispatched
to the shareholders of OneLogix Group, setting out details of the transaction
in terms of the Listings Requirements of the JSE Securities Exchange South
Africa.
Johannesburg
10 May 2001
Corporate advisor and sponsor
Corpcapital Corporate Finance