ONELOGIX GROUP LIMITED - Repurchase of shares from Izingwe Holdings Proprietary Limited

Repurchase of shares from Izingwe Holdings Proprietary Limited

ONELOGIX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/004519/06)
JSE share code: OLG ISIN: ZAE000026399
(“OneLogix” or “the company”)


REPURCHASE OF SHARES FROM IZINGWE HOLDINGS PROPRIETARY LIMITED

Introduction

The company has entered into an agreement with Izingwe Holdings Proprietary Limited (“Izingwe”)
which currently holds 10.25% of the issued share capital of company and is a related party to OneLogix,
to repurchase (“the Izingwe repurchase”)all 23 750 000of the OneLogix shares held by Izingwe (“the
Izingwe shares”).

Rationale

In late 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 which included Izingwe. Under the terms of the BEE
transaction Izingwe acquired 20% of the issued shares of the Opco, under which all of the operations and
assets of the Onelogix group were housed.

In 2011, in order to align the interests of the empowerment consortium more directly with the interests of
shareholders in the Onelogix Group, and in accordance with the original terms of the BEE transaction,
Izingwe’s 20% shareholding in the Opco was converted to 23 750 000 OneLogix shares.

Izingwe has in recent months expressed a desire to exit its investment in Onelogix and the company
decided to use the opportunity to repurchase the Izingwe shares.

Onelogix remains committed to B-BBEE and continues to explore opportunities to enhance its
empowerment credentials.

Terms and conditions of the Izingwe repurchase

The aggregate purchase consideration for the Izingwe shares is R59 375 000, being an amount of 250
cents per share, together with interest thereon at a rate of 8.5% from the 3 September 2013, tothe date of
implementation of the repurchase. The purchase consideration is at a discount of 17% to the weighted
average traded price of OneLogix shares over the 30 business days prior to the date of signature of the
agreement (“the agreement”), being 25 September 2013.OneLogix will be entitled to the dividend
payable on the Izingwe shares, as declared on 26 August 2013 and payable on 7 October 2013, in an
amount of 5cents per share. The purchase consideration will be paid out of the available cash resources of
the company and the available short term revolving credit facilities.

The Izingwe shares will be cancelled and delisted on implementation of the transaction, which will be
subsequent to the OneLogix shareholders approving the Izingwe repurchase.
Documentation and approval

The company intends to obtain shareholder approval, by way of a special resolution, for the
implementation of the Izingwe repurchase at the upcoming annual general meeting of the company,
expected to be held on or about 18 November 2013 and accordingly the notice of annual general meeting
will contain the relevant information required in respect of the Izingwe repurchase.

In order for the special resolution to approve the implementation of the Izingwe repurchase to be adopted,
the support of at least 75% of the total number of votes exercisable by shareholders, excluding those of
Izingwe and its associates, present in person or by proxy at the annual general meeting is required.

Irrevocable undertakings

OneLogix has received irrevocable undertakings from shareholders holding in aggregate 59%, of the
shares eligible to vote on the special resolution, to vote in favour of the special resolution.

Financial effects

The unaudited pro forma financial effects set out below have been prepared for illustrative purposes only
to provide information on how the Izingwe repurchase may impact on the audited historical financial
results of OneLogix for the twelve months ended 31 May 2013. 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 Izingwe repurchase.

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 Izingwe repurchase 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 are as follows:

                                   Unadjusted before        Pro forma after             Percentage
                                  Izingwe repurchase               Izingwe                 Change
                                              (cents)     repurchase (cents)

Earnings per share                               29.0                  30.9                   6.6%
Diluted EPS                                      28.3                  30.1                   6.4%
HEPS                                             25.1                  26.5                   5.6%
Diluted HEPS                                     24.5                  25.8                   5.3%
Net asset value per share                       129.5                 115.3                  (11%)
Tangible net asset value per
share                                           100.1                  82.5                 (17.6%)
Weighted number of shares in
issue (000's)                                  225 658                201908                (10.5%)
Notes and assumptions to the pro forma financial effects:

1. The figures in the “Unadjusted before Izingwe repurchase” column are based on the company's audited
   annual financial results for the year ended 31 May 2013.

2. The figures in the “Pro forma after Izingwe repurchase” column are based on the assumption that the
   Izingwe repurchase of 23 750 000 OneLogix shares is at a price of 249.48 cents per share (comprising
   250 cents plus 4.48 cents interest per share to 19 November 2013 (when the repurchase is assumed to
   be implemented) less 5 cents dividend per share which does not accrue to the seller or R59 251 500 in
   aggregate (“the repurchase consideration”). This results in a decrease in cash and cash equivalents by
   R59 419 617, being the R59 251 500 repurchase consideration and R168 117 in respect of transaction
   costs of the Izingwe repurchase, both of which are not recurring items.

3. The repurchase consideration and expenses of the transaction are assumed to be settled from existing
   cash resources and existing short term facilities.

4. For purposes of adjusting earnings, net finance costs has been increased, at the average rate of interest
   earned and interest paid on the available cash resources and available short term borrowings, being the
   prime rate less 159 basis points per annum, as a result of the cash outflow of the repurchase
   consideration.

5. Taxation is reduced by R1 148 435 resulting from the reduction in finance income and increase in
   finance costs.

6. All adjustments, with the exception of transaction costs, are expected to have a continuing effect.

7. Following the implementation of the Izingwe repurchase and subsequent cancelling and delisting of
   the Izingwe shares, the company will have 207 845 235 shares in issue.


25 September 2013


Corporate advisor and sponsor
Java Capital

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