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OLG - OneLogix Group Limited - Conversion of shareholding of BEE Consortium OneLogix Group Limited (Registration number 1998/004519/06) Share code: OLG ISIN: ZAE000026399 ("the company" or "OneLogix Group") CONVERSION OF SHAREHOLDING OF BEE CONSORTIUM At a general meeting held on 22 November 2005, the company`s shareholders approved a BEE transaction ("the BEE transaction") pursuant to which the company`s wholly-owned operating subsidiary, OneLogix (Proprietary) Limited ("Opco"), issued shares to an empowerment consortium comprising Izingwe Capital (Proprietary) Limited ("Izingwe") ("the Izingwe transaction") and an employee BEE trust ("the BEE trust") ("the BEE trust transaction"). Pursuant to this approval, Izingwe acquired 20% and the BEE trust 5% of the issued shares of the Opco, under which all of the operations and assets of the OneLogix Group are housed. When approving the BEE transaction, shareholders approved the conversion of the Opco shares held by Izingwe ("the Izingwe conversion") and the BEE trust ("the BEE trust conversion") to listed shares in OneLogix Group (the Izingwe conversion and the BEE trust conversion together, "the conversion") by no later than the 8th anniversary of the BEE transaction. Shareholders approved that the conversion ratio would be determined on the agreed relative fair values of OneLogix Group and Opco at the date of conversion, without the requirement for further shareholder approval provided the proposed terms of the conversion are confirmed as fair and reasonable by an independent expert. In order to align the interests of the BEE consortium more directly with the interests of shareholders in the OneLogix Group, the company has resolved to exercise its right to trigger the conversion with effect from 8 September 2011. The company has agreed with Izingwe that its 20% shareholding in the Opco will convert to 23 750 000 OneLogix Group shares and with the BEE trust that its 5% shareholding in the Opco will convert to 5 937 500 OneLogix Group shares. After the conversion, the OneLogix Group will have 231 818 785 shares in issue, of which Izingwe will hold 10.25% and the BEE trust 2.56%. The unaudited pro forma financial effects set out below have been prepared for illustrative purposes only to provide information on how the conversion may have impacted on the historical financial results of OneLogix for the twelve months ended 31 May 2011. Due to their nature, the unaudited pro forma financial effects may not fairly present OneLogix`s financial position, changes in equity, results of operations or cash flows after the conversion. The unaudited pro forma financial effects are the responsibility of the directors of OneLogix and have not been reviewed or reported on by OneLogix`s auditors. The unaudited pro forma financial effects of the conversion on OneLogix Group`s basic earnings per share, diluted earnings per share, headline earnings per share, diluted headline earnings per share, net asset value per share and tangible net asset value per share. Financial effects of the Izingwe transaction Unadjusted Pro forma % change before the after the (3)
Izingwe Izingwe conversion conversion (1) (2) Basic earnings per share (cents) 19.0 20.2 6.5% Diluted earnings per share (cents) 19.0 20.2 6.5% Headline earnings per share (cents) 19.0 20.2 6.5% Diluted headline earnings per share 19.0 20.2 (cents) 6.5% Net asset value per share (cents) 99.1 99.6 0.5% Tangible net asset value per share 83.0 85.2 2.7% (cents) Weighted average number of shares in 203 789 227 539 11.7% issue (000`s) Diluted weighted average number of 203 789 227 539 11.7% shares in issue (000`s) Total number of shares in issue 202 131 225 881 11.7% (000`s) Financial effects of the BEE trust transaction Unadjusted Pro forma % change before the after the (4)
BEE trust BEE trust conversion conversion (1) (2) Basic earnings per share (cents) 19.0 18.0 (5.1%) Diluted earnings per share (cents) 19.0 17.5 (7.8%) Headline earnings per share (cents) 19.0 18.0 (5.1%) Diluted headline earnings per share 19.0 17.5 (cents) (7.8%) Net asset value per share (cents) 99.1 100.5 1.5% Tangible net asset value per share 83.0 84.5 1.8% (cents) Weighted average number of shares in 203 789 203 789 0.0% issue (000`s) Diluted weighted average number of 203 789 209 726 2.9% shares in issue (000`s) Total number of shares in issue (net 202 131 202 131 0.0% of treasury shares) (000`s) Financial effects of the conversion Unadjusted Pro forma % change before the after the (5)
conversion conversion (1) (2) Basic earnings per share (cents) 19.0 19.4 2.0% Diluted earnings per share (cents) 19.0 18.9 (0.6%) Headline earnings per share (cents) 19.0 19.4 2.0% Diluted headline earnings per share 19.0 18.9 (cents) (0.6%) Net asset value per share (cents) 99.1 100.9 1.9% Tangible net asset value per share 83.0 86.5 4.3% (cents) Weighted average number of shares in 203 789 227 539 11.7% issue (000`s) Diluted weighted average number of 203 789 233 476 14.6% shares in issue (000`s) Total number of shares in issue (net 202 131 225 881 11.7% of treasury shares) (000`s) Notes and assumptions: 1. Based on the audited annual financial results of the company for the year ended 31 May 2011. 2. Based on the assumption that the Izingwe conversion and the BEE trust conversion took place with effect from 1 June 2010 for income statement purposes and on 31 May 2011 for balance sheet purposes. 3. The positive impact on earnings per share and headline earnings per share is due to an increase in attributable profit of R7.3 million to equity holders of the group together with the issue of 23 750 000 shares as a result of the Izingwe conversion. 4. The dilutive impact on earnings per share and headline earnings per share is due to the cumulative after tax effect of the treatment of the share based payment under IFRS 2 in an amount of R2.5 million. It is expected that there will be a share based payment charge in an amount of R1.0 million which is reoccurring in nature as there are still vesting conditions to be met. 5. The combined financial effects of the Izingwe conversion and BEE trust conversion. The terms of the conversion have been confirmed as being fair and reasonable to the shareholders of OneLogix Group by an independent expert, namely Merchantec Capital (Proprietary) Limited. 14 September 2011 Designated advisor Java Capital Date: 14/09/2011 15:35:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
