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ONELOGIX GROUP LIMITED - Condensed consolidated audited annual financial statements for the year ended 31 May 2014

Release Date: 26/08/2014 07:30
Code(s): OLG     PDF:  
Wrap Text
Condensed consolidated audited annual financial statements for the year ended 31 May 2014

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")

Condensed consolidated audited annual financial statements for the year ended 31 May 2014


Highlights
- Revenue up 25%
- Trading profit up 33%
- Operating profit up 44%
- Heps up 24%
- Core HEPS up 30%
- Cash flows from operations up 37%


Condensed Consolidated Statement of Comprehensive Income

                                                      Audited       Audited
                                                   year ended    year ended
                                                       31 May        31 May
                                                         2014          2013
                                             %          R'000         R'000
Continuing operations                   
Revenue                                     25      1 303 940     1 040 301
Operating and administration costs          25     (1 118 276)     (896 456)
Depreciation and amortisation               22        (62 345)      (51 054)
Trading profit                              33        123 319        92 791
Profit/(loss) on sale of assets           >100          9 580          (255)
Operating profit                            44        132 899        92 536
Share of profits from associate            (13)         4 190         4 814
Finance income                             (33)         1 635         2 423
Finance costs                               41        (21 840)      (15 494)
Profit before taxation                      39        116 884        84 279
Taxation                                    37        (30 428)      (22 237)
Profit from continuing operations           39         86 456        62 042
Profit from discontinued operations                         -         8 762
Profit for the year                         22         86 456        70 804
Other comprehensive income              
Movement in foreign currency            
translation reserve*                       (75)            41           161
Revaluation of owner occupied           
properties                                >100         16 270             0
Total comprehensive income for the      
period                                      45        102 767        70 965
*The component of other                 
comprehensive income may                
subsequently be reclassified to profit   
and loss during future reporting        
periods.                                
Profit attributable to:                 
- Non-controlling interest                  95         10 367         5 316
- Owners of the parent                      16         76 089        65 488
                                            22         86 456        70 804
Other comprehensive income              
attributable to:                        
- Non-controlling interest                                  -             -
- Owners of the parent                                 16 311           161
                                                       16 311           161
Total comprehensive income              
attributable to:                        
- Non-controlling interest                  95         10 367         5 316
- Owners of the parent                      41         92 400        65 649
                                            45        102 767        70 965
Total comprehensive income              
attributable to owners of the parent    
arises from:                            
- Continuing operations                     62         92 400        56 941
- Discontinued operations                 (100)             -         8 708
                                            41         92 400        65 649
Number of shares in issue ('000):       
- Total issued less treasury shares                   207 402       225 658
- Weighted                                            217 411       225 658
- Diluted                                             217 411       231 258
Basic and headline earnings per
share (cents)
Basic earnings per share (cents)            21           35,0          29,0
Continuing operations                       39           35,0          25,1
Discontinued operations                                   0,0           3,9
Diluted basic earnings per share                                     
(cents)                                     24           35,0          28,3
Continuing operations                       43           35,0          24,5
Discontinued operations                                   0,0           3,8
Headline earnings per share (cents)         24           31,2          25,1
Continuing operations                       25           31,2          25,0
Discontinued operations                                   0,0           0,1
Diluted headline earnings per share                                  
(cents)                                     27           31,2          24,5
Continuing operations                       28           31,2          24,4
Discontinued operations                                   0,0           0,1
Core headline earnings per share                                     
(cents)                                     30           33,3          25,6
Continuing operations                       31           33,3          25,5
Discontinued operations                                   0,0           0,1
Diluted core headline earnings per                                   
share (cents)                               33           33,3          25,0
Continuing operations                       34           33,3          24,9
Discontinued operations                                   0,0           0,1
Calculation of headline earnings and
core headline earnings
Profit attributable to owners of the                  
parent                                      16         76 089        65 488
(Profit)/loss on disposal of property,                
plant and equipment less taxation                     
and non-controlling interests                          (8 163)           22
Insurance proceeds less taxation                      
and non-controlling interests                               -          (438)
Profit on disposal of discontinued                    
operation less taxation                                     -        (8 495)
Headline earnings                           20         67 926        56 577
Amortisation of intangible assets                     
acquired as part of a business                         
combination less taxation and                         
non-controlling interests                               4 443         1 209
Core headline earnings                      25         72 369        57 786
Segmental split of amortisation of                    
intangible assets acquired in a                        
business combination less taxation                    
and non-controlling interests                         
Specialised logistics                       73          1 810         1 048
Retail                                                      -             -
Reportable segments                                     1 810         1 048
Other                                                     161           161
Share in associate                          >100        2 472             -
                                            >100        4 443         1 209
        


Condensed Consolidated Statement of Financial Position

                                                      Audited       Audited
                                                   year ended    year ended
                                                       31 May        31 May
                                                         2014          2013
                                              %         R'000         R'000
ASSETS                                        
Non-current assets                                    665 288       555 335
Property, plant and equipment                         532 672       446 418
Intangible assets                                      77 257        66 289
Investment in associate                                38 125        33 935
Loans and receivables                                  15 033         7 219
Deferred taxation                                       2 201         1 474
Current assets                                        260 935       219 345
Inventories                                            10 376        10 090
Trade and other receivables                           179 455       148 994
Taxation                                                  781         5 512
Cash resources                                         70 323        54 749
Total assets                                          926 223       774 680
EQUITY AND LIABILITIES                             
Equity                                                371 577       309 456
Ordinary shareholders' funds                          334 978       292 272
Non-controlling interests                              36 599        17 184
Liabilities                                        
Non-current liabilities                               234 812       201 327
Interest-bearing borrowings                           168 165       149 722
Deferred tax                                           66 647        51 605
Current liabilities                                   319 834       263 897
Trade and other payables                              182 939       156 088
Interest-bearing borrowings                            90 134        74 137
Vendor liability                                        9 000         9 000
Non-controlling interest put option                         -        16 206
Taxation                                                1 371         1 616
Bank overdrafts                                        36 390         6 850
Total equity and liabilities                          926 223       774 680
Net asset value per share (cents)           25          161,5         129,5
Net tangible asset value per share         
(cents)                                     24          124,3         100,1
SEGMENTAL ANALYSIS                         
Revenue                                    
Specialised logistics                       26      1 183 153       936 967
Retail                                      6          31 869        30 188
Reportable segments                         26      1 215 022       967 155
Other                                       22         88 918        73 146
                                            25      1 303 940     1 040 301
Segment trading profit                     
Specialised logistics                       33        132 211        99 744
Retail                                      18         14 280        12 109
Reportable segments                         31        146 491       111 853
Other                                       58          7 277         4 607
Corporate items                             29        (30 449)      (23 669)
                                            33        123 319        92 791
Segment results                            
Specialised logistics                       43        141 783        99 458
Retail                                      18         14 288        12 148
Reportable segments                         40        156 071       111 606
Other                                       58          7 277         4 599
Corporate items                             29        (30 449)      (23 669)
                                            44        132 899        92 536
Unallocated:
Share of profits from associate            (13)         4 190         4 814
Finance income                             (33)         1 635         2 423
Finance costs                               41        (21 840)      (15 494)
                                            39        116 884        84 279
Total assets
Specialised logistics                       17        805 822       686 539
Retail                                      (4)        25 291        26 261
Reportable segments                         17        831 113       712 800
Other                                       48         25 362        17 146
Corporate items                            651         28 641         3 813
Investment in associate                     12         38 125        33 935
Unallocated: taxation and deferred
taxation                                   (57)         2 982         6 986
                                            20        926 223       774 680
Total liabilities
Specialised logistics                       16        392 617       339 856
Retail                                      19         18 888        15 857
Reportable segments                         16        411 505       355 713
Other                                       21         12 160        10 032
Corporate items                             36         62 963        46 258
Unallocated: taxation and deferred
taxation                                    28         68 018        53 221
                                                      554 646       465 224
The group has authorised capital
expenditure of R255,9 million until
31 May 2015. R155,7 million is
already committed.
Commitments
Operating lease commitments (not
exceeding seven years)                                 71 964        67 840


Condensed Consolidated Statement of Cash Flows

                                                      Audited      Audited
                                                   year ended   year ended
                                                       31 May       31 May
                                                         2014         2013
                                             %          R'000        R'000
Net cash generated from operations          37        133 434       97 431
Continuing operations                                 133 434       97 489
Discontinued operations                                     -          (58)
Net cash flows from investing
activities                                (101)         1 265      (88 544)
Continuing operations                                   1 265      (88 482)
Discontinued operations                                     -          (62)
Net cash flows from financing
activities                                 134       (148 680)     (63 592)
Continuing operations                                (148 680)     (63 517)
Discontinued operations                                     -          (75)
Net movement in cash resources                        (13 981)     (54 705)
Cash resources at beginning of the
year                                                   47 899      102 494
Exchange gain/(loss) on cash
resources                                                  15          110
Cash resources at end of the year         (29)         33 933       47 899


Condensed Consolidated Statement of Changes in Equity

                                         Share          Share       Treasury
                                       capital        premium         shares
                                         R'000          R'000          R'000
At 1 June 2012 - audited                 2 316         45 797        (8 431)
Dividends declared to non-                                          
controlling interests                        -              -             -
Capital distribution and dividend                                   
paid to OneLogix shareholders                -        (10 422)            -
Non-controlling interest acquired as                                
a result of a business combination           -              -             -
Transactions with non-controlling                                   
interests                                    -              -             -
Share-based compensation reserve                                    
movement                                     -              -             -
Profit for the year                          -              -             -
Other comprehensive income                   -              -             -
At 31 May 2013 - audited                 2 316         35 375        (8 431)
Dividends declared to non-                                          
controlling interests                        -              -             -
Dividend paid to OneLogix                                           
shareholders                                 -              -             -
Non-controlling interest acquired as                                
a result of a business combination           -              -             -
Share-based compensation reserve                                    
movement                                     -              -             -
Transactions with non-controlling                                   
interests                                    -              -             -
Treasury shares becoming                                            
unrestricted on vesting to BEE share                                 
scheme participants                          -              -         7 802
Share-based payment scheme                                          
completed                                    -              -             -
Specific share repurchase                    -              -             -
Transfer to retained income on                                      
disposal                                     -              -             -
Profit for the year                          -              -             -
Other comprehensive income                   -              -             -
At 31 May 2014 - audited                 2 316         35 375          (629)
                                                                    

                                      Retained    Revaluation         Other
                                        income        reserve      reserves
                                         R'000          R'000         R'000
At 1 June 2012 - audited               216 713         13 258           153
Dividends declared to non-
controlling interests                        -              -             -
Capital distribution and dividend
paid to OneLogix shareholders          (10 422)             -             -
Non-controlling interest acquired as
a result of a business combination           -              -             -
Transactions with non-controlling
interests                                    -              -             -
Share-based compensation reserve
movement                                     -              -             -
Profit for the year                     65 488              -             -
Other comprehensive income                   -              -             -
At 31 May 2013 - audited               271 779         13 258           153
Dividends declared to non-
controlling interests                        -              -             -
Dividend paid to OneLogix
shareholders                           (11 580)             -             -
Non-controlling interest acquired as
a result of a business combination           -              -             -
Share-based compensation reserve
movement                                     -              -             -
Transactions with non-controlling
interests                                    -              -             -
Treasury shares becoming
unrestricted on vesting to BEE share
scheme participants                          -              -             -
Share-based payment scheme
completed                                8 075              -             -
Specific share repurchase              (60 168)             -             -
Transfer to retained income on
disposal                                 1 488         (1 488)
Profit for the year                     76 089              -             -
Other comprehensive income                   -         16 270             -
At 31 May 2014 - audited               285 683         28 040           153


                                                      Foreign  Transactions
                                   Share based       currency     with non-
                                  compensation    translation   controlling
                                       reserve        reserve     interests
                                         R'000          R'000         R'000
At 1 June 2012 - audited                 5 709            127       (11 144)
Dividends declared to non-
controlling interests                        -              -             -
Capital distribution and dividend           
paid to OneLogix shareholders                -              -             -
Non-controlling interest acquired as        
a result of a business combination           -              -             -
Transactions with non-controlling           
interests                                    -              -       (18 608)
Share-based compensation reserve
movement                                 1 577              -             -
Profit for the year                          -              -             -
Other comprehensive income                   -            161             -
At 31 May 2013 - audited                 7 286            288       (29 752)
Dividends declared to non-
controlling interests                        -              -             -
Dividend paid to OneLogix                     
shareholders                                 -              -             -
Non-controlling interest acquired as          
a result of a business combination           -              -             -
Share-based compensation reserve           
movement                                   789              -             -
Transactions with non-controlling          
interests                                    -              -        21 265
Treasury shares becoming                   
unrestricted on vesting to BEE share        
scheme participants                          -              -        (7 802)
Share-based payment scheme                 
completed                               (8 075)             -             -
Specific share repurchase                    -              -             -
Transfer to retained income on             
disposal                                   
Profit for the year                          -              -             -
Other comprehensive income                   -             41             -
At 31 May 2014 - audited                     -            329       (16 289)


                                          Non-
                                   controlling
                                     interests          Total
                                         R'000          R'000
At 1 June 2012 - audited                 5 892        270 390
Dividends declared to non-             
controlling interests                   (3 789)        (3 789)
Capital distribution and dividend      
paid to OneLogix shareholders               -         (20 844)
Non-controlling interest acquired as   
a result of a business combination       7 363          7 363
Transactions with non-controlling      
interests                                2 402        (16 206)
Share-based compensation reserve       
movement                                     -          1 577
Profit for the year                      5 316         70 804
Other comprehensive income                   -            161
At 31 May 2013 - audited                17 184        309 456
Dividends declared to non-             
controlling interests                   (1 941)        (1 941)
Dividend paid to OneLogix              
shareholders                                 -        (11 580)
Non-controlling interest acquired as   
a result of a business combination       8 359          8 359
Share-based compensation reserve       
movement                                     -            789
Transactions with non-controlling      
interests                                2 630         23 895
Treasury shares becoming               
unrestricted on vesting to BEE share    
scheme participants                          -              -
Share-based payment scheme             
completed                                    -              -
Specific share repurchase                    -        (60 168)
Transfer to retained income on         
disposal                                                    -
Profit for the year                     10 367         86 456
Other comprehensive income                   -         16 311
At 31 May 2014 - audited                36 599        371 577

Commentary

OneLogix has continued to demonstrate an uninterrupted growth trajectory, 
as evidenced in the results for the financial year ended May 2014 ("the year"), 
despite still difficult trading conditions in many of its niche markets.

Review of operations

The group's existing businesses performed satisfactorily with continued solid 
organic growth, including United Bulk (Pty) Ltd ("United Bulk") which was included 
for the first time for a full year. The acquisition of Madison Freightlines SA 
(Pty) Ltd ("Madison") and new start-up business, OneLogix Linehaul (Pty) Ltd 
("OneLogix Linehaul"), also contributed to earnings during the year.

Specialised Logistics

OneLogix Vehicle Delivery Services ("VDS"), a mature business, remains the group's 
largest income generator and has retained its market leadership position. Its 
strong and motivated management team has mastered a complex business model and 
continues to focus on business opportunities and improving operational efficiencies 
within a difficult trading environment impacted by below inflation cost recoveries 
from customers and slowing consumer demand. Mindful of future sustainability, 
the company continues to invest in optimising its general facilities, people 
and skills, fleet and IT infrastructure (see "Post year-end events").

OneLogix Commercial Vehicle Delivery Services ("CVDS") continued its record 
of credible performance as an increasingly pre-eminent participant in its 
market. With a long and enviable record of exceptional customer service, 
it continues to gain market share.

OneLogix United Bulk traded well in its first full year within the group. 
The business is well positioned in its market and the unfolding of a fleet 
expansion programme is beginning to yield results. Targeting of closely 
associated markets for expansion will facilitate even further market share growth.

OneLogix Projex ("Projex") is a significant player in the Durban harbour freight 
logistics market and managed to trade well in challenging market circumstances. 
The company has the capacity to project manage the movement of large shipments 
of abnormal or general freight within tight deadlines.

Further, new acquisition Madison, will complement Projex by assisting in expanding 
its foothold in the inland region. This new business has been successfully 
integrated into the operational fabric of the group and traded well despite 
the negative impact on performance due to the protracted labour disputes in 
the platinum belt.

OneLogix Linehaul is the group's third new start-up since inception and is 
75% owned by OneLogix. Established 1 November 2013, the company has proven 
to be profitable from the outset. Specialising in the cross-border movement 
of commodities and general freight, it has established a good reputation 
with an increasing customer base which bodes well for the future.

Retail
PostNet, another of the group's mature businesses, continues to deliver 
reliably high operating margins and regular annuity income. The process of 
evaluating new opportunities for growth and diversification continues unabated.

Other - Logistics Services

The remaining businesses are involved in providing services to the logistics 
industry. These businesses do not meet the recognition criteria of a separately 
reportable segment and include:

Atlas Panelbeaters ("Atlas") exceeded expectations during the year by responding 
well to previous remedial action. The business enjoys strong customer loyalty 
which has facilitated productive service expansion into adjacent markets. 
A larger and more suitable property has also been acquired which will be 
developed in due course to accommodate future expansion.

DriveRisk (a 40%-owned associate) has for the first time contributed to 
earnings for a full year. It has maintained its market leadership position 
within the niche driver behaviour management market, despite increasing 
competition. The results of DriveRisk have been equity accounted.

Corporate transactions

As announced on 25 September 2013, the group's BEE partner Izingwe Holdings 
(Pty) Ltd expressed the desire to exit its 10,25% investment in OneLogix. 
The company exercised its pre-emptive rights by repurchasing, cancelling 
and delisting these shares, which transaction was unanimously approved by 
shareholders in a general meeting on 12 December 2013 ("the Izingwe share
buy-back"). The purchase consideration of R60,8 million, being an amount 
of 250 cents per share together with interest thereon at a rate of 8,5% 
from 3 September 2013 until the purchase date, was paid out of available 
cash resources and short-term revolving credit facilities.

On 1 October 2013 the group acquired a 51% stake in Madison for R10,3 million 
in cash. Madison is a well established Gauteng-based business specialising 
in the delivery of heavy and abnormal equipment, especially heavy load cranes. 
The final purchase price allocation has resulted in the following assets and 
liabilities being recognised: Property, plant and equipment R11,5 million;
intangible assets R3,6 million; trade and other receivables R4,7 million; 
inventories R0,9 million; taxation receivable R0,5 million; borrowings 
R1,1 million; trade and other payables of R1,3 million; deferred tax 
liability of R4,2 million; and the balance to goodwill. A non-controlling 
interest of R7,2 million was recognised at the acquisition date.

At year-end, 31 May 2014, OneLogix Projex acquired a 69.5% stake in 
Durban-based import and export warehouse handling company, Andre Niemand 
(Pty) Ltd ("Andre Niemand") for R5,7 million in cash. The net assets 
acquired are included in these results and the business will start 
contributing to the group's results in the 2015 financial year. 
The preliminary purchase price has been allocated to: Property, plant 
and equipment R1 million; intangible assets R4,9 million; trade and 
other receivables R2,1 million; cash R0,5 million; borrowings R1 million; 
trade and other payables of R2,1 million; deferred tax liability of 
R1,2 million; and the balance to goodwill. A non-controlling interest 
of R1,2 million was recognised at the acquisition date. The final 
allocation will be completed before the interim results of the 
next financial year.

It is intended to rebrand Andre Niemand as OneLogix Projex Cargo Solutions 
and with its substantial storage, loading/offloading and railway siding 
capabilities, the business is set to both enhance Projex's offering as 
well as benefit group earnings by leveraging its blue-chip customer base.

The primary factor contributing to the goodwill recognised in these 
acquisitions is their specialised service offerings in their respective 
markets. This goodwill is not expected to be deductible for income tax 
purposes. The non-controlling interest in these acquisitions was measured 
using the proportionate share of the identifiable net assets.

Had the businesses been acquired effective from 1 June 2013, the effect 
on the statement of comprehensive income would not have been significant.

Disposal to non-controlling interests
With effect from 1 October 2013 the group disposed of a 10% shareholding 
in Projex to the Projex management team for R9 million through a financing 
agreement. This transaction better aligns the interests of management and 
shareholders.

Financial results

Revenue increased by 25% to R1,304 billion on the back of continued organic 
growth, as well as the maiden contribution of United Bulk for a full financial 
year. Newly acquired Madison and newly formed OneLogix Linehaul contributed to 
revenue for the first time in the latter half of the year.

Trading margins were slightly improved at 9,5% (May 2013: 8,9%). This resulted 
in trading profit increasing 33% to R123,3 million compared to the 25% growth 
in revenue, which is reassuring as it reflects the group's successful initiatives 
to manage internal inflation.

During the year OneLogix extended the estimated useful lives of a portion 
of the fleet based on past experience of fleet replacement, resulting in a 
once-off reduction in the depreciation charge of approximately R4,0 million. 
Notwithstanding the once-off reduction, normalised trading margins would have 
been at 9,1%. 

As a consequence of identifying suitably sized and located facilities in 
KwaZulu-Natal (see "Post year-end events"), the group disposed of two existing 
properties in the greater Durban area in May 2014. The sale of the properties 
realised R24,6 million in proceeds and resulted in a realised profit of 
R9,2 million and a transfer of R1,5 million from the revaluation reserve 
to retained income. This once-off profit on sale of property was the main 
reason that group operating profit of R132,3 million exceeded trading profit 
by R9,6 million.

Net finance costs increased by 55% from R13,1 million to R20,2 million, as 
a result of the group's increased investment in fleet as well as the reduced 
cash on hand due to the funding of the significant acquisitions in the prior 
year and the Izingwe share buy-back in December 2013. Interest cover on 
trading profit of six times (May 2013: 7,1 times) allows the group to access 
further borrowings to fund growth.

Headline earnings per share ("HEPS") rose 24% from 25,1 cents to 31,2 cents.
Earnings per share ("EPS") grew 21% from 29 cents to 35 cents. The prior year's 
earnings were boosted by the capital profit realised on the disposal of Magscene 
(Pty) Ltd for R8,5 million, while the current year earnings were enhanced by the 
after tax profit on sale of R7,5 million realised on the properties disposed of 
in KwaZulu-Natal.

As previously stated, we aim to present stakeholders with the same information 
that management utilises to evaluate the performance of the group's operations.
Accordingly we present core headline earnings, which are headline earnings (as 
calculated based on SAICA Circular 2/2013) adjusted for the amortisation charge 
of intangibles recognised on business combinations. Core HEPS increased by 30% 
and diluted core HEPS increased 33% to 33,3 cents. A reconciliation between 
headline earnings and core headline earnings is provided.

As a result of the cessation of trading restrictions on the employee BEE trust, 
diluted HEPS and EPS are now equal to their respective undiluted measures.

Cash flows from operations increased 37% to R133,4 million due to the continued 
demonstrated ability of the group to convert earnings into cash and continual 
focus on working capital management. Dividend number 3, applicable to the 2013 
financial year, totalling R11,6 million was paid during the first half of the 
year under review and is included in operating cash flows.

During the year the group invested R137 million in operational infrastructure 
as follows: R127 million in fleet (of which R88,3 million relates to expansion),
R4,0 million in IT-related assets, R4,9 million for other assets (mainly at 
Atlas) and R1,1 million in property. Net proceeds of R33,3 million were 
received on the disposal of tangible assets.

New interest-bearing borrowings of R136,4 million were raised during the year 
to fund asset-based financing, offset by the repayment of interest-bearing 
borrowings of R103,9 million. Net cash resources at the reporting date were 
R33,8 million, of which R5,25 million was utilised subsequent to year-end to 
settle the cash portion of the purchase price of the CVDS transaction in 
June 2014 (see "Post year-end events") and the remainder is allocated to 
fund the required investment in the facility to be procured and developed 
in KwaZulu-Natal (see "Post year-end events")

During the year owner-occupied properties were revalued by independent 
valuers in line with the group's accounting policy to revalue property on 
a triennial basis. The fair values as determined resulted in an increase 
in the carrying value of properties by R20 million, with an after tax 
impact of R16,3 million recognised in other comprehensive income.

Post year-end events

As announced on 23 April 2014 and 30 May 2014, OneLogix concluded 
three related party transactions which in terms of section 10.7 of the 
JSE Listings Requirements were not subject to shareholder approval, 
provided that an independent expert confirmed that the terms of the 
transaction were fair vis-Ã -vis shareholders, which was duly confirmed. 
The group acquired:
- Ian Lockett's 10% shareholding in, and claims against, Projex for a purchase 
consideration of R7,5 million. The purchase price was settled by way of a cash 
payment of R3,75 million and by the allotment and issue of 1 071 428 fully 
paid-up OneLogix shares at an issue price of 350 cents per share for the balance. 
OneLogix now owns 90% of Projex with Projex management holding the remaining 10% 
interest (see "Disposal to non-controlling interests"); 
- the Denmar Trust's 25% shareholding in and claims against CVDS for a 
purchase consideration of R14,25 million payable by way of a cash payment 
of R5,25 million and, by the allotment and issue by OneLogix to the Denmar 
Trust of 2 571 428 fully paid-up OneLogix shares, at an issue price of 
350 cents per OneLogix share, in respect of the balance of R9 million. 
OneLogix now owns 100% of CVDS; and
- a portion of Tanker Solutions (Pty) Ltd's shareholding (14%) in and claims 
against United Bulk for a purchase consideration of R13 million, payable by 
way of the allotment and issue of 3 714 285 fully paid-up OneLogix shares at 
an issue price of 350 cents per share. OneLogix now owns 74% of United Bulk.

In all instances synergies between OneLogix and the companies concerned will be 
maximised and management interests will be more closely aligned with those of 
shareholders.

Further, on 25 June 2014 OneLogix announced the conclusion of an agreement 
to purchase a large tract of land between Durban and Pietermaritzburg for a 
purchase price of R69,2 million, to develop a major storage facility for VDS 
which will be income generating. The land will also be used for additional 
group-wide facilities including offices, workshops, fuel tanks, driver
accommodation and truck parking areas. This will ensure more efficient logistics 
practices and generally provide a strategic competitive advantage to the 
participating group companies.

The development of the property is expected to cost approximately R52,4 million 
and be completed by mid-December 2014. Financing of R85 million has been raised 
to this end, with the balance to be funded from existing cash resources and 
short-term facilities.

Dividend

As a result of the extraordinary, although temporary, impact of the Izingwe 
share buy-back on the group's cash reserves as well as funding requirements 
for the growth of the group including the investment in infrastructure in 
KwaZulu-Natal (see "Post year-end events"), the OneLogix board has concluded 
not to pay a final dividend. A dividend declaration will be reassessed at the
half-year results for the next financial period.

Changes to the board

With effect from 20 May 2014 Ashley Ally resigned as an independent non-executive 
director and has been replaced by his alternate Debrah Hirschowitz. Debrah, 
an independent non-executive director, also replaces Andrew Brooking as a member 
of the Audit and Risk Committee whose resignation as director is effective from 
31 August 2014.

Prospects

Our strategy is to continue growing organically, notwithstanding increasingly 
difficult trading conditions, and to seek new and appropriate acquisitions.

The prevailing industrial unrest in South Africa has to date impacted several 
of the businesses within the group. Nonetheless, existing businesses still offer 
specific opportunities within their respective markets. Prudent capital allocation 
has been implemented in order to take advantage of these prospects. Attention is 
also continually focused on refining business systems and processes.

We remain open to acquisition possibilities, which are in line with our model of 
acquiring small entrepreneurial businesses and offering them the benefit of a 
management platform that allows them to expand and realise their potential.

People

We go to great lengths to ensure that high-quality people are attracted and retained 
by the group. Much energy is also spent on ensuring a healthy and enabling cultural 
environment at work, all of which goes a long way in the realisation of the company's 
strategy. We therefore remain highly appreciative of our quality management team and 
staff, who continue to perform at the highest levels of excellence.

We further thank our business partners, customers, suppliers, business advisors and 
shareholders for their ongoing invaluable support.

Basis of presentation

The accounting policies and method of measurement and recognition applied in the 
preparation of the condensed consolidated audited annual financial statements are 
consistent with those applied in the consolidated audited annual financial 
statements for the previous year ended 31 May 2013.

The condensed consolidated audited annual financial statements have been 
prepared in accordance with International Financial Reporting Standards ("IFRS") 
and are presented in terms of the disclosure requirements set out in International 
Accounting Standards ("IAS") 34, as well as the SAICA Financial Reporting Guides 
as issued by the Financial Accounting Practices Committee, the Financial 
Pronouncements as issued by the Financial Reporting Standards Council, 
the JSE Listings Requirements and the requirements of the Companies Act, 
2008. These results have been compiled under the supervision of the Financial 
Director, GM Glass CA(SA). The condensed consolidated annual financial results 
have been derived from the group's consolidated annual financial statements.

The condensed consolidated annual financial statements have been audited by 
PricewaterhouseCoopers Inc. and their unqualified audit opinion, along with 
the consolidated annual financial statements which were approved on 25 August 2014, 
are available for inspection at the registered offices of OneLogix.

The audited condensed consolidated annual financial statements are available 
on the company's website www.onelogix.com.

By order of the board

Ian Lourens
CEO

Geoff Glass
Financial Director

26 August 2014

Directors
SM Pityana (Chairman)*#, 
NJ Bester, 
AC Brooking*,
GM Glass (FD), 
AJ Grant*#, 
DA Hirschowitz *#,
IK Lourens (CEO), 
CV McCulloch (COO), 
LJ Sennelo*#
* Non-executive # Independent

Registered office
46 Tulbagh Road, 
Pomona, Kempton Park

(Postnet Suite 10, 
Private Bag X27, 
Kempton Park, 1620)

Company secretary
CIS Company Secretaries (Pty) Ltd, 
70 Marshall Street, 
Johannesburg, 2001

(PO Box 61763, 
Marshalltown, 2107)

Transfer secretaries
Computershare Investor Services (Pty) Ltd, 
Ground Floor,70 Marshall Street, 
Johannesburg, 2001

(PO Box 61051,
 Marshalltown, 2107)
 
Sponsor: Java Capital








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