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OneLogix - Closure of GoLogix Couriers, Profit warning, Raising of R10 million by way of a fully underwritten rights offer OneLogix Group Limited (Formerly Venmil Limited) Share code: OLG ISIN: ZAE000026399 (Registration number 1998/004519/06) ("OneLogix Group" or "the company") Announcement relating to the closure of GoLogix Couriers, profit warning and the raising of R10 million by way of a fully underwritten rights offer 1. Closure of GoLogix Couriers Onelogix noted in its results announcement for the year ended 31 May 2002 that its GoLogix Couriers division had failed to meet cash generation and operating profit expectations for the year. This poor performance has continued in the first half of the new financial year. In line with Onelogix`s strategy of rationalising its operations and disposing of loss-making divisions and after careful consideration of prevailing and projected market conditions in the courier industry and consultation with all affected employees, the directors of Onelogix have decided to close down the GoLogix Courier division with effect from 30 November 2002. It is anticipated that the total costs associated with the closure of the GoLogix Couriers division will be in the region of R5 million. Onelogix has entered into an agreement with Supaswift Express (Proprietary) Limited ("Supaswift") in terms of which it will refer the GoLogix Couriers customer base to Supaswift in return for a commission on business obtained from the customer base. Accordingly some of the closure costs may be recovered through the receipt of future commissions. 2. Profit warning As a result of the poor performance of GoLogix Couriers combined with a general slow down in trading across the Onelogix group, it is anticipated that Onelogix`s headline earnings and earnings per share for the six months ended 30 November 2002 will be lower than the headline earnings and earnings per share for the comparable period in the prior financial year. 3. Rights offer 3.1 Introduction The directors of Onelogix have resolved to raise R10 000 000 by way of a renounceable rights offer of 100 000 000 new Onelogix shares at 10 cents per share. The primary purpose of the rights offer is to raise funds to repay interest bearing debt, improve net asset value and discharge certain vendor obligations that are due and payable. 3.2. Underwriting Onelogix has concluded agreements with a consortium led by members of management ("the underwriters") in terms of which they have agreed to fully underwrite the rights offer. No underwriter`s fee is payable and the underwriting reflects management`s ongoing faith in Onelogix. Corpcapital Limited, which owns more than 46% of the shares in Onelogix, has undertaken in favour of the underwriters not to follow its rights. This will result in the underwriters` stake in Onelogix increasing and Corpcapital`s stake in Onelogix being reduced to approximately 30%, a shareholding in line with Corpcapital`s investment strategy. 3.3. Conditions The rights offer is conditional upon: 3.3.1. receipt of approvals of the JSE Securities Exchange South Africa ("JSE") the Securities Regulation Panel ("SRP") and the Exchange Control Department of the South African Reserve Bank to the rights offer circular; 3.3.2. the SRP agreeing that the requirement to make a mandatory offer be dispensed with on the basis set out in paragaph 4 below, subject to the fulfilment of the condition in paragraph 3.3.3; 3.3.3. a majority of the independent shareholders ("the independent shareholders") present or represented at a general meeting of Onelogix shareholders ("the meeting") voting in favour of the waiver, as detailed in paragraph 4 below; and 3.3.4. the JSE granting the listing of the letters of allocation and new Onelogix shares arising from the rights offer. 4. Waiver of a mandatory offer 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 shares in Onelogix. If this occurs, the underwriters may be required to make a mandatory offer to acquire the shares of the remaining shareholders in terms of the provisions of the SRP Code on Takeovers and Mergers ("the Code"). The underwriters have made an application to the SRP requesting that the SRP dispense with the requirement for a mandatory offer (in terms of rule 8.7 of the Code) provided that the majority of the independent shareholders waive their entitlement thereto ("the waiver") at the meeting. Corpcapital Limited, which owns more than 46% of the shares in the company, has irrevocably undertaken to vote in favour of the waiver. 5. Further announcement An announcement setting out the terms and salient dates of the rights offer will be made in due course. Johannesburg 6 December 2002 Corporate advisor and joint sponsor Corpcapital Corporate Finance a sponsor registered with the JSE Securities Exchange South Africa Joint sponsor ENF Sponsors (Pty) Ltd (Registration number 2000/027636/07) Legal advisor Corpcapital Transaction Support Date: 06/12/2002 05:34:00 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
