ONELOGIX GROUP LIMITED - Acquisition of additional shares in a subsidiary from a related party and cautionary announcement

Acquisition of additional shares in a subsidiary from a related party and cautionary announcement

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


ACQUISITION OF ADDITIONAL SHARES IN A SUBSIDIARY FROM A RELATED PARTY AND CAUTIONARY ANNOUNCEMENT


INTRODUCTION

Shareholders are advised that OLG, through a wholly owned subsidiary OneLogix Proprietary Limited
(“OneLogix (Pty) Ltd”), has concluded an agreement with Robert Ian Lockett (the “seller” or “Ian”) to
acquire the seller’s shareholding (10%) in and claims against OneLogix Projex Proprietary Limited
(“OneLogix Projex”) for a purchase consideration of R7 500 000 (the “transaction”). OLG currently owns
80% of OneLogix Projex.

RATIONALE FOR THE TRANSACTION

Ian, in his capacity as non-executive director of OneLogix Projex expressed an interest to sell his OneLogix
Projex shares in pursuit of retirement as he was no longer actively involved in the day-to-day running of the
business. Ian was instrumental in the set up phase of OneLogix Projex some 4 years ago.

TERMS OF THE TRANSACTION AND CONDITIONS PRECEDENT

The purchase consideration will be settled as follows:

- a cash payment of R3 750 000 to the seller; and
- in respect of the balance of R3 750 000 by the allotment and issue by OLG to the seller of 1 071 428
  fully paid up OLG shares, at an issue price of R3.50 per OLG share.

If the transaction has not completed by the third business day following the fulfilment or waiver of all the
conditions precedent or should OneLogix (Pty) Ltd fail to pay the cash component of the purchase
consideration on or before 15 May 2014, interest shall accrue thereon at an interest rate of 6% nominal
annual compounded monthly, in arrears.

The transaction is subject to the fulfilment or waiver, as the case may be, of the following conditions
precedent by no later than 17h00 on 31 May 2014:

- OLG providing the JSE with written confirmation from an independent professional expert acceptable to
  the JSE that the terms of the transaction are fair to OLG shareholders as contemplated in terms of the
  JSE Listing Requirements (the “fairness opinion”);
- OneLogix Projex and the remaining shareholders of OneLogix Projex entering into an addendum to their
  shareholding agreement, on terms and conditions and in a form reasonably acceptable to OneLogix (Pty)
  Ltd, and that such addendum to the shareholding agreement becoming unconditional; and
- the remaining shareholders of OneLogix Projex waiving any pre-emptive rights that they may have in
  respect of the shares in OneLogix Projex held by the seller.

FINANCIAL EFFECTS

The unaudited pro forma financial effects of the transaction on OLG’s basic and diluted basic earnings per
share, headline and diluted headline earnings per share, net asset value and net tangible asset value per share,
based on OLG’s unaudited condensed consolidated interim results for the six months ended
30 November 2013, are not significant and are accordingly not presented.

CATEGORISATION OF THE TRANSACTION, RELATED PARTY CONSIDERATIONS, FAIRNESS OPINION AND CAUTIONARY

Taking into account:

   - the purchase consideration of R7 500 000;
   - that the seller is a director and 10% shareholder of OneLogix Projex; and
   - that OLG currently owns 80% of OneLogix Projex’ issued share capital,

the transaction constitutes a small related party transaction in terms of section 10.7 of the JSE Listings
Requirements. A small related party transaction is not subject to shareholder approval, provided an
independent expert has confirmed that the terms of the transaction are fair as far as shareholders are
concerned. Accordingly, a further announcement will be published on receipt of the fairness opinion.

Until such time as the further announcement has been published, shareholders are advised to exercise
caution when dealing in their OLG shares.


23 April 2014


Corporate advisor and sponsor
Java Capital

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