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Acquisition and withdrawal of cautionary
ONELOGIX GROUP LIMITED
(Registration number 1998/004519/06)
Share code: OLG ISIN: ZAE000026399
(“OneLogix”)
ACQUISITION AND WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Shareholders are advised that OneLogix (Proprietary) Limited ("OneLogix") a wholly owned subsidiary of OLG, has
concluded an agreement (“the agreement”) for the acquisition of 40% of the entire issued share capital of Drive Report
(Proprietary) Limited (the “company” or “Drive Report”) from Louis Benjamin Swart (the “seller”) (“the transaction”).
OVERVIEW OF THE COMPANY
Drive Report uses data from video and caller reports to create a focused risk profile of a driver, enabling fleet operators to
establish an accountable and structured solution to driver management.
Drive Report is a unique system which links South Africa’s vast national network of cell phone users to a dedicated 24/7
call centre, allowing them to report any untoward or unsafe driving practices of fleet vehicles marked with the highly
visible Drive Report sticker, displaying the now famous 0860 555 999 number.
All reported incidents are logged by Drive Report and processed through its powerful driver-profiling software, giving
fleet managers detailed intelligence on every driver in the fleet.
With real-time response to on-road incidents using SMS and e-mail messaging to key management personnel, Drive
Report gives fleet operators the power to pro-actively reduce incidents of dangerous driving and vehicle abuse while
transmitting a strong message of social responsibility to other road users.
RATIONALE
Drive Report is a business in the high growth phase of its life cycle. Road safety and cost optimisation are currently key
drivers in tjhe logistics and transport related industries. Two of Onelogix’s existing businesses namely Atlas Panelbeaters
(commercial vehicle panelbeater) and QSA (transport financial software) will complement Drive Report as they operate in
similar markets.
SALIENT TERMS OF THE TRANSACTION
OneLogix has agreed to purchase shares comprising 40% of the entire issued share capital of the company (“Drive
Report equity”) with effect from 10 December 2012 (“effective date”) for a purchase price of R20 million in cash.
At the effective date, a significant tender for the provision of a vehicle driver camera monitoring solution (“tender”) is
pending. Should the tender be awarded to Drive Report, the consideration payable by Onelogix for the transaction will be
increased by R9 million payable in cash within five business days from the date of the agreement (“tender contract
date”) entered into between Drive Report and the issuer of the tender.
The agreement contains warranties and indemnities that are typical for acquisitions of this nature.
There are no conditions precedent to the transaction.
THE CALL OPTION
The seller has granted OneLogix a call option (“call option”) in terms of which Onelogix will be entitled to purchase 9%
of the issued share capital (“call option shares”) of Drive Report from the seller after the expiry of 36 months from the
effective date.
In the event that Onelogix exercises its call option, a third party shall have a first right of refusal to acquire the call option
shares. If the third party exercises its first right of refusal, the call option will lapse. If the third party does not exercise its
right of first refusal, the call option shares will be sold to Onelogix in terms of the call option.
The purchase price for the call option shares payable by Onelogix will be R4 500 000 in cash, unless the tender referred to
above is awarded to the company in which event such purchase price will be R6 525 000.
UNAUDITED PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects of the transaction on OLG’s basic earnings, diluted basic earnings, headline
earnings and diluted headline earnings 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 (%)
transaction
Basic earnings per share (cents) 24.5 25.4 3.7
Headline earnings per share (cents) 22.1 23.1 4.5
Diluted basic earnings per share (cents) 24.0 24.9 3.7
Diluted headline earnings per share (cents) 21.7 22.6 4.1
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.
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 Drive Report
for the year ended 28 February 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 R20 million will be settled in cash.
b. The payment of R9 million in respect of the tender is not paid.
c. The call option is not exercised.
d. Finance income of R1.2 million (before tax) is assumed not to be earned as a result of utilising R20 million
of cash to fund the transaction.
e. Estimated transaction costs of R100 000 have been included in the carrying value of the investment in
accordance with IAS 28 (Investment in associates).
f. All adjustments have a continuing effect.
5. The unaudited pro forma financial effects of the transaction on Onelogix’s net asset value and tangible net asset
value per share as at 31 May 2012 are not significant and have not been presented.
CATEGORISATION OF THE TRANSACTION
The transaction has been categorised as a category 2 transaction in terms of the Listings Requirements of the JSE Limited
and is not subject to approval by OLG shareholders.
WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the announcements released on SENS on 26 November 2012 and 5 December 2012 and are
advised that following the acquisition of 60% of the share capital of RSA Tankers (Proprietary) Limited trading as United
Bulk and the transaction above, caution is no longer required to be exercised by shareholders when dealing in their shares.
21 December 2012
Designated advisor
Java Capital
Date: 21/12/2012 02:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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