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Distribution of Scheme Circular and Notice convening a General Meeting of Onelogix Shareholders
ONELOGIX GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1998/004519/06
JSE share code: OLG
ISIN: ZAE000026399
(“OneLogix”, the “Company” or the “Group”)
K2022659170 (SOUTH AFRICA) PROPRIETARY LIMITED
Incorporated in the Republic of South Africa
(Registration number 2022/659170/07)
(“Bidco” or the “Offeror”)
DISTRIBUTION OF SCHEME CIRCULAR AND NOTICE CONVENING A GENERAL MEETING OF
ONELOGIX SHAREHOLDERS
1. INTRODUCTION
Shareholders are referred to the joint firm intention announcement by OneLogix and the Offeror released
on SENS on Thursday, 20 October 2022 and published in the South African press on Friday, 21 October
2022 (and using the terms defined therein unless otherwise stated) regarding:
1.1 the offer by the Offeror to acquire the entire issued share capital of OneLogix, other than:
1.1.1 those Shares held by management of OneLogix (or entities representing their interests)
being Neville John Bester (represented by Best-Krug), Cameron Vincent McCulloch,
Geoffrey Michael Glass and Morne Nel (represented by Nel Investment Holdings)
comprising the “Management Consortium”; and
1.1.2 those Shares held by the Company’s Black Economic Employment staff and management
participation structures known as Esizayo and Abaholi which house the Company’s
employee and management schemes, which Shares are classified as ‘treasury shares’ in
terms of International Financial Reporting Standards for accounting purposes (“Abaholi and
Esizayo Shares”),
which Shares held by the Management Consortium, together with the Abaholi and Esizayo Shares,
are referred to as the “Excluded Shares” and the holders thereof as “Excluded Shareholders”;
1.2 the envisaged execution of the transaction by way of a scheme of arrangement in terms of section
114(1)(c) of the Companies Act, to be proposed by the Board to Shareholders, excluding the
Excluded Shareholders, and to which the Offeror shall be a party, in terms of which Eligible
Shareholders will, if the Scheme becomes operative, dispose of their Scheme Shares to Bidco
(“Scheme”); and
1.3 the subsequent delisting of all of the Shares from the JSE (“Delisting”) by the Company in terms of
paragraph 1.17(b) of the Listings Requirements.
The maximum Scheme Consideration will be a cash amount of R412 480 820.40, calculated on the basis
that there are 124 994 188 Shares in issue which are capable of being acquired by the Offeror in terms of
the Scheme (being all the Shares in issue but excluding the Excluded Shares) at R3.30 per Scheme Share.
Shareholders are hereby advised that the circular providing full details of the Scheme and the Delisting
(collectively referred to as the “Transaction”) (“Circular”) and containing inter alia, a notice of the General
Meeting (“Notice of General Meeting”), the report by the Independent Expert, the recommendations of
the Independent Board, a form of proxy (“Proxy Form”) and the other necessary forms in order to give
effect to the Scheme, has been distributed to Shareholders today, Wednesday, 16 November 2022. The
Circular is also available on the Company’s website at www.onelogix.com.
2. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held at 10:00 on Thursday, 15 December 2022, at
the registered offices of the Company, being 46 Tulbagh Road, Pomona, Kempton Park, Gauteng for the
purpose of considering and, if deemed fit, to approve, with or without modification, inter alia, the special
resolution to approve the Scheme.
Shareholders or their proxies may participate in the General Meeting by way of electronic participation.
Shareholders or their proxies who wish to participate in the General Meeting via the electronic platform will
be required to advise the Company thereof by no later than 48 hours prior to the General Meeting, being
Tuesday, 13 December 2022 by submitting, by email to the Company Secretary at
bareng.huma@computershare.co.za or fax to +27 11 370 5271, for the attention of Bareng Huma, relevant
contact details including email address, cellular number and landline, as well as full details of the
Shareholder’s title to the Shares issued by the Company and proof of identity, in the form of copies of
identity documents and share certificates (in the case of Certificated Shareholders), and (in the case of
Dematerialised Shareholders) written confirmation from the Shareholder’s CSDP confirming the
Shareholder’s title to the Dematerialised Shares.
Upon receipt of the required information, the Shareholders concerned will be provided with a secure code
and instructions to access the electronic platform during the General Meeting. Shareholders who require
assistance should contact Computershare Investor Services Proprietary Limited (“Computershare” or
“Transfer Secretaries”) by email at proxy@computershare.co.za or telephonically during normal business
hours on +27 11 370 5000.
Shareholders who wish to participate in the General Meeting by way of electronic participation must note
that they will not be able to vote via the electronic participation platform during the General Meeting.
However, Shareholders are reminded that they are still able to vote through proxy submission, despite
deciding to participate either electronically in the General Meeting, or not at all, by: (i) completing the Proxy
Form incorporated in the Circular; or (ii) contacting their CSDP or broker, in both instances, as detailed in
the Circular.
3. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
2022
Record date to determine which Shareholders are entitled to receive the
Circular Friday, 11 November
Circular distributed to Shareholders and notice convening the General
Meeting released on SENS on Wednesday, 16 November
Notice of General Meeting published in the South African press on Thursday, 17 November
Last day to trade in order to be recorded in the Register on the Scheme
Voting Record Date in order to be eligible to vote at the General Meeting Tuesday, 6 December
Scheme Voting Record Date, being 17:00 on Friday, 9 December
For administrative purposes only, Forms of Proxy to be lodged with
Computershare by 10:00 on Tuesday, 13 December
Forms of Proxy emailed to Computershare (for the attention of the
chairperson of the General Meeting) to be received via email and provided
to the chairperson, at any time before the proxy exercises any rights of the
Shareholder at the General Meeting on Thursday, 15 December
Last date and time for Shareholders to give notice to OneLogix objecting,
in terms of section 164(3) of the Companies Act, to the Scheme Resolution
to be able to invoke Appraisal Rights by 10:00 on Thursday, 15 December
General Meeting of Shareholders to be held at 10:00 on Thursday, 15 December
Results of General Meeting released on SENS on Thursday, 15 December
Results of General Meeting published in the South African press on Monday, 19 December
If the Scheme is approved by Shareholders at the General Meeting:
Last date for Shareholders who voted against the Scheme Resolution to
require OneLogix to seek Court approval for the Scheme Resolution in
terms of section 115(3)(a) of the Companies Act (where applicable) Friday, 23 December
2023
Last date for Shareholders who voted against the Scheme Resolution to
apply to Court for leave to apply for a review of the Scheme Resolution in
terms of section 115(3)(b) of the Companies Act Tuesday, 3 January
Last date for OneLogix to send objecting Shareholders notices of the
adoption of the Scheme Resolution in accordance with section 164(4) of
the Companies Act Tuesday, 3 January
The following dates assume that all conditions precedent to the
Scheme are fulfilled or, where applicable, waived and that neither
Court approval nor the review of the Scheme Resolution is required
and will be confirmed in the finalisation announcement:
Scheme Finalisation Date announcement expected to be released on
SENS Thursday, 2 February
Scheme Finalisation Date announcement expected to be published in the
South African press Friday, 3 February
Scheme LDT expected to be 17:00 on Tuesday, 14 February
Trading in OneLogix Shares on the JSE suspended from commencement
of trade expected to be on Wednesday, 15 February
Scheme Consideration Record Date to be recorded in the Register in
order to receive the Scheme Consideration expected to be on Friday, 17 February
Scheme Implementation Date expected to be on Monday, 20 February
Scheme Consideration payment to Dematerialised Shareholders
expected to be on Monday, 20 February
Scheme Consideration payment to Certificated Shareholders to take
place within 5 (five) Business Days of (assuming surrender of Documents
of Title and duly completed Form of Surrender and Transfer (green)) Monday, 20 February
Termination of listing of OneLogix Shares on the JSE at commencement
of trade expected to be on Tuesday, 21 February
Notes:
1. The above dates and times are subject to such changes as may be agreed to by OneLogix and the Offeror and
approved by the Takeover Panel and/or the JSE, if required.
2. Completed Forms of Proxy and the authority (if any) under which they are signed must be (i) lodged with, posted
or emailed to Computershare at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private
Bag X9000, Saxonwold, 2132), or proxy@computershare.co.za, to be received by them no later than 10:00 on
Tuesday, 13 December 2022 or (ii) thereafter emailed to Computershare at the aforementioned email address (for
the attention of the chairperson of the General Meeting) at any time before the proxy exercises any rights of the
OneLogix Shareholder at such General Meeting.
3. OneLogix Shareholders should note that, as trade in OneLogix Shares on the JSE is settled in the electronic
settlement system used by Strate, settlement of trades takes place 3 (three) Business Days after the date of such
trades. Therefore, OneLogix Shareholders who acquire Shares on the JSE after the voting last day to trade,
expected to be on Tuesday, 6 December 2022 being the last day to trade in OneLogix Shares so as to be recorded
in the Register on the Scheme Voting Record Date, will not be entitled to vote at the General Meeting.
4. OneLogix Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 4 to the Circular for
purposes of determining the relevant timing for the exercise of their Appraisal Rights.
5. The exercise of Appraisal Rights may result in changes to the above salient dates and times and OneLogix
Shareholders will be notified separately of the applicable dates and times resulting from any such changes.
6. OneLogix Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act, to require
the approval of a Court for the Scheme should refer to Annexure 4 to the Circular which includes an extract of
section 115 of the Companies Act. Should Shareholders exercise their rights in terms of section 115(3) of the
Companies Act, the dates and times set out above may change, in which case an updated timetable will be released
on SENS.
7. Dematerialised Shareholders, other than those with Own-Name Registration, must provide their CSDP or Broker
with their instructions for voting at the General Meeting by the cut-off time and date stipulated by their CSDP or
Broker in terms of their respective Custody Agreements between them and their CSDP or Broker.
8. No dematerialisation or rematerialisation of OneLogix Shares may take place from the commencement of business
on the Business Day following the Scheme LDT. The Scheme LDT is expected to be on Tuesday, 14 February
2023.
9. If the General Meeting is adjourned or postponed, the above dates and times will change, but the Forms of Proxy
submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the
General Meeting.
10.Although the salient dates and times are stated to be subject to change, such statement shall not be regarded as
consent or dispensation for any change to time periods which may be required in terms of the Companies Act, the
Companies Regulations and the JSE Listings Requirements, where applicable, and any such consents or
dispensations must be specifically applied for and granted.
11.All times referred to in the Circular are references to South African Standard Time.
4. TAX IMPLICATIONS FOR ONELOGIX SHAREHOLDERS
The tax position of a OneLogix Shareholder in terms of the Transaction is dependent on such Shareholder’s
individual circumstances, including but not limited to whether it holds the OneLogix Shares as capital assets
or as trading stock, whether the Shares are held by a Collective Investment Scheme or Pension Fund and
the tax jurisdiction in which the Shareholder is resident. It is recommended that OneLogix Shareholders
seek appropriate tax advice in this regard.
5. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained in this announcement which
relates to OneLogix and confirms that, to the best of its knowledge and belief, such information which relates
to OneLogix is true and this announcement does not omit anything likely to affect the importance of such
information.
6. OFFEROR’S BOARD RESPONSIBILITY STATEMENT
The board of directors of the Offeror accepts responsibility for the information contained in this
announcement which relates to the Offeror and confirms that, to the best of its knowledge and belief, such
information which relates to the Offeror is true and this announcement does not omit anything likely to affect
the importance of such information.
Johannesburg
16 November 2022
Corporate Advisor and Transaction Legal Advisor to OneLogix Independent Expert to OneLogix
Sponsor to OneLogix
Merchantec Capital Cliffe Dekker Hofmeyr Inc. Nodus Capital TS Proprietary Limited
Date: 16-11-2022 03:37:00
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