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