Sharenet Sites 
Sharenet Sites
Acquisition of Shareholding in Rsa Tankers Trading as United Bulk
ONELOGIX GROUP LIMITED
(Registration number 1998/004519/06)
Share code: OLG ISIN: ZAE000026399
(“OLG”)
ACQUISITION OF SHAREHOLDING IN RSA TANKERS TRADING AS UNITED BULK
INTRODUCTION
Shareholders are advised that OneLogix (Proprietary) Limited ("OneLogix") a wholly owned subsidiary of OLG, has
concluded agreements for the acquisition of 60% of the entire issued share capital of RSA Tankers (Proprietary)
Limited t/a United Bulk (the “Company” or “United Bulk”) from Tanker Solutions (Proprietary) Limited (the
“Seller”) and all of the Seller’s claims, including claims on loan account against the Company (“the transaction”).
United Bulk is one of the leading specialised bulk liquid transporters and describes itself as South Africa’s premier
tanker operator, being specialists in the bulk liquid road transportation of hazardous materials and liquid petroleum gas
as well as food grade road transportation, including milk and wine throughout Southern Africa.
The business of the Company complements OLG’s existing specialised logistics operations, being vehicle logistics
and abnormal loads logistics, and is largely non-cyclical as it operates in and across many industries. The transaction
is expected to be earnings-enhancing and the Seller will remain well vested with shareholder aligned interests of 40%.
SALIENT TERMS OF THE TRANSACTION
OneLogix has agreed to purchase shares comprising 60% of the entire issued share capital of the Company and all
claims which the Seller has against the Company (“United Bulk equity”) with effect from 1 December 2012
(“effective date”) for a purchase price of R55 million. The purchase price is subject to downward adjustment should
the net asset value of the Company calculated on the basis of the effective date accounts be less than R17 million.
The purchase price will be settled in cash on the closing date, being the latter of the third business day after the date on
which the last of the conditions precedent are fulfilled or waived (as the case may be) or the third business day after
the day on which the effective date accounts are delivered to OneLogix. The agreement for the acquisition of the
United Bulk equity contains warranties which are typical for acquisitions of this nature.
The Seller and a key executive of the Company have agreed to a restraint of trade in favour of OneLogix for a period
of 36 months commencing with effect from the effective date.
The transaction is subject to fulfilment (or waiver) as the case may be of the following conditions precedent by not
later than 17h00 on 31 March 2013:
1. the shareholders and board of directors of OneLogix and the Company passing all such resolutions as may be
required to approve and implement the transaction;
2. executive employment agreements having been concluded with certain key executives;
3. the shareholders agreement between Onelogix, the Seller and the Company having been entered into and
becoming unconditional in accordance with its terms;
4. OneLogix having procured all such approvals for the transaction as may be required by the JSE; and
5. OneLogix having procured all such approvals for the transaction as may be required by the Takeover
Regulation Panel and Competition Authorities.
2
UNAUDITED PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects of the transaction on OLG’s basic earnings, diluted basic earnings, headline
earnings, diluted headline earnings, net asset value and net tangible asset value per share for the year ended 31 May
2012 are set out below.
The unaudited pro forma financial effects are the responsibility of the directors of OLG and have been prepared for
illustrative purposes only, to provide information on how the transaction may have impacted on the historical financial
results of OLG for the year ended 31 May 2012. The unaudited pro forma financial effects have not been reviewed or
reported on by OLG’s external auditors.
Due to its nature, the unaudited pro forma financial effects may not give a fair reflection of OLG’s financial position,
changes in equity, results of operations and cash flows subsequent to the transaction.
Before the Pro forma Change
transaction after the (%)
(note 1) transaction
Basic earnings per share (cents) 24.5 25.7 4.9
Diluted basic earnings per share (cents) 24.0 25.2 5.0
Headline earnings per share (cents) 22.1 23.3 5.4
Diluted headline earnings per share (cents) 21.7 22.8 5.1
Net asset value per share (cents) 117.2 117.0 (0.2)
Net tangible asset value per share (cents) 103.0 89.9 (12.7)
Number of shares in issue (‘000)
- Total issued less treasury shares 225 658 225 658 -
- Weighted 219 355 219 355 -
- Diluted 223 715 223 715 -
Notes and assumptions:
1. The numbers presented in the “Before the transaction” column were extracted, without adjustment, from the
audited financial statements of OLG for the year ended 31 May 2012.
2. The transaction is assumed to be effective from 1 June 2011 for statement of comprehensive income purposes
and on 31 May 2012 for statement of financial position purposes.
3. The amounts set out in the “Pro forma after the transaction” column were calculated by consolidating the
audited financial statements of OLG for the year ended 31 May 2012 and the audited financial statements of
United Bulk for the year ended 30 September 2012, subject to the assumptions and adjustments set out below.
4. The “Pro forma after the transaction” column has been based on the following statement of comprehensive
income assumptions:
a. The purchase price of R55 million will be settled in cash.
b. Amortisation of intangible assets of R1.8 million (net of deferred taxation) was recognised.
c. Finance income of R3.3 million is assumed not to be earned as a result of using R55 million of cash to
fund the transaction.
d. Finance costs of R3.5 million will be eliminated on consolidation of the shareholder’s loan.
e. A profit on sale of property, plant and equipment of approximately R222 000 (net of taxation) was
deducted from basic earnings for purposes of the headline earnings calculation.
f. An impairment of plant and equipment of approximately R35 000 (net of taxation) was added back to
basic earnings for purposes of the headline earnings calculation.
g. Estimated transaction costs of R0.4 million were expensed in accordance with IFRS 3 (Business
Combinations).
h. A non-controlling interest in respect of 40% of the net profit of United Bulk for the year ended 30
September 2012 was recognised on consolidation.
i. With the exception of the recognition of transaction costs, all adjustments have a continuing effect.
3
5. The “Pro forma after the transaction” column has been based on the following statement of financial position
assumptions:
a. The purchase price of R55 million will be settled in cash.
b. OneLogix recognised a fair value adjustment on plant and equipment of R14.4 million (net of deferred
taxation).
c. An amount of R12.8 million was recognised as goodwill and an amount of R12.8 million was recognised
as identifiable intangible assets. Deferred taxation of R3.6 million has been recognised in respect of the
excess which is attributable to being an intangible asset. The allocation between goodwill and identifiable
intangible assets as a result of the excess of the cost of acquisition over the fair value of the net tangible
assets acquired will be finalised in terms of IFRS 3 (Business Combinations) in the first reporting period
subsequent to the transaction.
d. A non-controlling interest in respect of 40% of the equity of United Bulk as at 30 September 2012 was
recognised on consolidation.
e. Estimated transaction costs of R0.4 million were accrued and expensed in accordance with IFRS 3
(Business Combinations).
CATEGORISATION OF THE TRANSACTION
The transaction has been categorised as a category 2 transaction in terms of the Listings Requirements of the JSE
Limited ("Listings Requirements") and is not subject to approval by OLG shareholders.
In compliance with section 9.16 read together with paragraph 10.21 of schedule 10 of the Listings Requirements, the
memorandum of incorporation of the Company does not frustrate OLG in any way from compliance with its
obligations in terms of the Listings Requirements. Nothing contained in the memorandum of incorporation of the
Company relieves OLG from compliance with the Listings Requirements.
5 December 2012
Designated advisor
Java Capital
Bowden and Company (Pty) Ltd
Transaction Advisor to Seller
Date: 05/12/2012 08:11:00 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.
