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ONELOGIX GROUP ACQUISITION: VEHICLE DELIVERY SERVICES (PTY) LTD

Release Date: 16/02/2001 08:19
Code(s): OLG
Wrap Text
OneLogix Group Limited
  (formerly VENMIL LIMITED)
  (Incorporated in the Republic of South Africa)
  (Registration number 1998/004519/06)
  ("OneLogix Group")

Acquisition: Vehicle delivery Services (Proprietary) Limited 1. INTRODUCTION
Corpcapital Corporate Finance is authorised to announce that OneLogix
(Proprietary) Limited ("OneLogix") has acquired from Vehicle Delivery Services (Proprietary) Limited ("VDS") its business as a going concern ("the acquisition"). 2. NATURE AND RATIONALE FOR THE ACQUISITION
VDS transports motor vehicles and commercial trucks from South Africa to the major cities of Southern and Central Africa. Established in 1990, VDS has in-depth knowledge of and entrenched relationships in the vehicle transport industry which make VDS the dominant player in its market.
VDS has recently expanded its delivery hub with state of the art workshop and bonded warehouse storage facilities. These enhance its ability to provide a fully outsourced service to major vehicle manufacturers - expanding and enhancing the range and quality of services offered to its customers.
Through the acquisition the OneLogix Group enters the niche automobile industry in line with its ambition to become Southern Africa's leading dedicated, comprehensive logistics and supply chain management services group. 3. BASIS OF THE ACQUISITION
The aggregate consideration for the acquisition is as follows:
* initially, a minimum of R2,500,000 payable in cash on completion based on an agreed net asset value delivered; and
* thereafter, further amounts of up to R15,500,000 payable in cash and R12,000,000 payable by delivery of fully paid OneLogix Group shares based on an agreed formula.
Key executives engaged in the business of VDS have entered into service contracts with OneLogix, providing for fixed minimum periods of service and, for no additional consideration, extensive restraint of trade undertakings. The terms of the acquisition include warranties as would ordinarily be required in a transaction of this nature. 4. FINANCIAL EFFECTS
The table below illustrates the financial effects of the acquisition on the headline earnings and net tangible asset value per OneLogix Group share. The "Results before the acquisition" column reflects the pro forma headline earnings and net tangible asset value per share, based on the OneLogix Group pro forma results for the 2000 year as provided in the revised listing particulars dated 16 August 2000 ("the revised listing particulars"), and at 31 May 2000 for purposes of the net tangible asset value calculation.
The "Pro forma after the acquisition" headline earnings per share column reflects the effects of the acquisition on the headline earnings per share based on the assumption that the acquisition had been in effect throughout the year, and includes:
* the audited VDS income statement for the year ended 29 February 2000, adjusted to bring the depreciation charge and fixed asset carrying values in line with the OneLogix Group's accounting policy ("the adjusted VDS earnings"); * the OneLogix Group pro forma results for the 2000 year as provided in the revised listing particulars; * taxation at a rate of 30 per cent; and
* the number of shares applicable to the adjusted VDS earnings required to be delivered in terms of the agreed formulae.
The "Pro forma after the acquisition" net tangible asset value per share column reflects the effects of the acquisition on the net tangible asset value per share based on the assumption that the acquisition had been in effect throughout the year, and includes: * the net assets delivered as agreed with VDS;
* the OneLogix Group audited balance sheet at 31 May 2000; and
* the number of shares applicable to the estimated purchase price required to be delivered in terms of the agreed formulae.
Results before the Pro forma after the acquisition acquisition
(cents) (cents)
Headline earnings per share 5.7 6.3
Net tangible asset value per share 48.6 37.9 Johannesburg 16 February 2001 Corporate advisers and sponsors Corpcapital Corporate Finance (a sponsor registered with the JSE Securities Exchange South Africa Corporate lawyers Corpcapital Transaction support Investment Partner Corpcapital investments