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Posting of circular, notice of general meeting and update of financial effects for the repurchase of Izingwe shares
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” or “the group”)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND UPDATE TO FINANCIAL EFFECTS IN RESPECT OF THE REPURCHASE OF
SHARES FROM IZINGWE HOLDINGS PROPRIETARY LIMITED
INTRODUCTION
Shareholders are referred to the previous announcement released on SENS on 25 September 2013 relating
to the specific repurchase of shares from Izingwe Holdings Proprietary Limited (“Izingwe”), wherein it
was detailed that the company had entered into an agreement with Izingwe, which currently holds 10.25%
of the issued share capital of company and is a related party to OneLogix, to repurchase all 23 750 000 of
the OneLogix shares (“the Izingwe shares”) held by Izingwe (“the Izingwe repurchase”).
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are advised that a circular (“the circular”) relating to the Izingwe repurchase was posted to
shareholders today, 13 November 2013. The circular contains a notice of general meeting of OneLogix
shareholders, which meeting is to be held at the registered office of OneLogix being 46 Tulbagh Road,
Pomona, Kempton Park, 1620 at 10:00 on Thursday, 12 December 2013 (“the general meeting”) for the
purposes of considering and if deemed fit, passing the special resolution set out in the notice of general
meeting (“the special resolution”) required to implement the Izingwe repurchase.
The circular is also available in electronic format on the company’s website at www.onelogix.com.
OPINIONS AND RECOMMENDATIONS
The board has appointed Merchantec Proprietary Limited (“Merchantec Capital”) as the independent
expert (which meets the requirements set out in section 114(2) of the Companies Act, 2008 (“the
Companies Act”)) to advise it on the Izingwe repurchase and to compile a report in terms of section 114
of the Companies Act and the Takeover Regulations to the board concerning the Izingwe repurchase.
The independent expert has advised the board that it has considered the terms and conditions of the
Izingwe repurchase and is of the opinion that these terms and conditions are fair and reasonable to
OneLogix shareholders in terms of section 114(3) of the Companies Act and the Takeover Regulations.
The text of the letter from the independent expert is included in the circular.
The board having considered, inter alia, the independent advice of the independent expert and the terms
and conditions of the Izingwe repurchase, is of the opinion that these terms and conditions are fair and
reasonable to OneLogix shareholders.
The directors intend exercising the voting rights of the OneLogix shares held or controlled by them in
favour of the special resolution set out in the notice of general meeting.
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.
IMPORTANT DATES AND TIMES IN RELATION TO THE IZINGWE REPURCHASE
The important dates and times relating to the Izingwe repurchase are set out below.
2013
Record date for determining which shareholders are entitled to receive the Friday, 8 November
circular and notice of general meeting
Notice convening the general meeting published in the press on Thursday, 14 November
Last day to trade in OneLogix shares in order to be recorded in the register Friday, 29 November
on the voting record date on3
Voting record date to be entitled to attend, participate in and vote at the Friday, 6 December
general meeting being 17:00 on
Last day for receipt of proxies for the general meeting by 10:00 on4 Tuesday, 10 December
Last date and time for OneLogix shareholders to give notice to OneLogix Thursday, 12 December
objecting to the special resolution approving the Izingwe repurchase by
10:00 on
OneLogix shareholders’ general meeting to be held at 10:00 on Thursday, 12 December
Results of the general meeting released on SENS on Thursday, 12 December
Results of the general meeting published in the press on Friday, 13 December
Receive compliance certificate from the Takeover Regulation Panel Friday, 13 December
Expected implementation date of the Izingwe repurchase on Friday, 13 December
Expected termination of listing of OneLogix shares repurchased on the JSE Tuesday, 17 December
at the commencement of trading on or about
Last date for OneLogix to send objecting OneLogix shareholders notices of Friday, 27 December
the adoption of the special resolution approving the Izingwe repurchase
Notes
1. All dates and times are subject to change. Any change will be released on SENS and published in the
press.
2. Shareholders are referred to the circular (which contains a summary of the dissenting shareholders’
appraisal rights) regarding rights accorded to OneLogix shareholders.
3. OneLogix shareholders should note that as transactions in shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place five business days after such trade.
Therefore persons who acquire OneLogix shares after the voting last day to trade will not be eligible
to vote at the general meeting.
4. If a form of proxy is not received by the time and date shown above or not less than 48 hours before
recommencement of any adjourned or postponed meeting, it may be handed to the Chairman of the
general meeting not later than ten minutes before the general meeting is due to commence or
recommence.
5. All times given in this announcement are local times in South Africa.
6. Shareholders are advised that the company will, at an appropriate time and by no later than 9
December 2013, publish:
- a material change statement (as contemplated in paragraph 7.E.10 of the JSE Listings
Requirements) describing any material change in the financial or trading position of the company
and its subsidiaries that has occurred since the end of its last reported financial period, or an
appropriate negative statement.
- a trading estimate of the financial performance of the company for the six months ended 30
November 2013.
UPDATED FINANCIAL EFFECTS
Shareholders are referred to the announcement released on SENS on 21 October 2013 wherein
shareholders were advised that the special resolution would be presented for consideration at a separate
general meeting instead of at the company’s annual general meeting. Accordingly, this has resulted in an
update to the pro forma financial effects which were presented in the announcement of 25 September
2013, as set out in the table below.
It is assumed that the Izingwe repurchase had occurred on 1 June 2012, for purposes of the pro
forma statement of comprehensive income, and on 31 May 2013, for purposes of the pro forma statement
of financial position.
The pro forma financial effects set out below have been prepared for illustrative purposes only to provide
information on how the Izingwe repurchase may have impact on the audited historical financial results of
OneLogix for the twelve months ended 31 May 2013. Due to their nature, the 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 pro forma financial effects are the responsibility of the directors of OneLogix and have been reported
on by the independent reporting accountants whose report is provided in the circular.
The pro forma financial effects of the Izingwe repurchase on the 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
the Izingwe the Izingwe change (%)
repurchase (cents) repurchase
(cents)
Earnings per share 29.0 31.0 6.9
Diluted earnings per share 28.3 30.1 6.4
Headline earnings per share 25.1 26.5 5.6
Diluted headline earnings per share 24.5 25.8 5.3
Net asset value per share 129.5 115.0 (11.2)
Tangible net asset value per share 100.1 82.2 (17.9)
Weighted number of shares in issue
(excluding BEE shares accounted for
as treasury shares) (000's) 231 595 207 845 (10.3)
Diluted weighted number of shares in
issue (excluding BEE shares accounted
for as treasury shares) (000's) 231 258 207 508 (10.0)
Shares in issue at year end (excluding
BEE shares accounted for as treasury
shares) (000's) 225 658 201 908 (10.5)
Notes and assumptions to the pro forma financial effects:
1. The figures in the “Unadjusted before the Izingwe repurchase” column have been extracted, without
adjustment, from the group’s audited financial statements for the year ended 31 May 2013.
2. The figures in the “Pro forma after the Izingwe repurchase” column are based on the Izingwe
repurchase of 23 750 000 OneLogix shares being at a price of 250.88 cents per share (comprising 250
cents plus 5.88 cents per share of interest to 13 December 2013 when the repurchase is assumed to be
implemented less 5 cents dividend per share which, in terms of the share purchase agreement, does not
accrue to the seller, as the seller is receiving interest), or R59 584 000 in aggregate (“the repurchase
consideration”). This results in a decrease in cash and cash equivalents by R60 039 967, being the R59
584 000 repurchase consideration and R 455 967 in respect of transaction costs of the Izingwe
repurchase, both of which are not recurring items.
3. The repurchase consideration and expenses of the Izingwe repurchase are assumed to be settled from
existing cash resources and available short-term facilities of the group.
4. For purposes of adjusting earnings, net finance costs have been increased, at the average rate of
interest earned and interest paid on the available cash resources and available short term borrowings,
respectively, being the prime rate less 158 basis points per annum, as a result of the cash outflow of the
repurchase consideration.
5. Taxation is assumed to be reduced by R1 164 063 resulting from the reduction in finance income and
increase in finance costs.
6. Following the implementation of the Izingwe repurchase and the subsequent cancellation and delisting
of the Izingwe shares, the company will have 207 845 235 shares in issue.
7. Transaction costs of R455 967 have been set-off against retained earnings in terms of IAS 32:
Financial Instruments: Presentation.
8. All adjustments are expected to have a continuing effect.
13 November 2013
Corporate advisor and sponsor
Java Capital
Independent expert
Merchantec Capital
Independent reporting accountants
PricewaterhouseCoopers Inc.
Legal advisor
DLA Cliffe Dekker Hofmeyr
Date: 13/11/2013 04:16:00 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
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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,
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