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Posting Of Circular, Notice Of General Meeting, Pro Forma Financial Effects And Withdrawal Of Cautionary
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”)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING, PRO FORMA FINANCIAL EFFECTS AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT IN RESPECT OF THE EMPLOYEE PARTICIPATION
TRANSACTION AND THE MANAGEMENT PARTICIPATION TRANSACTION
Shareholders are referred to the announcement and definitions contained therein released on SENS on 2 October
2014 and are hereby provided with an update thereto.
1. PRO FORMA FINANCIAL EFFECTS
The table below sets out the pro forma financial effects of the Transactions on OneLogix’s basic earnings per share,
diluted earnings per share, headline earnings per share, diluted headline earnings per share, core headline earnings
per share, diluted core headline earnings per share, net asset value per share and tangible net asset value per
share.
The pro forma financial effects have been prepared to illustrate the impact of the Transactions on the published
audited financial information of OneLogix for the year ended 31 May 2014, had the Transactions occurred on 1 June
2013 for statement of comprehensive income purposes and on 31 May 2014 for statement of financial position
purposes.
The pro forma financial effects have been prepared using accounting policies that comply with IFRS and that are
consistent with those applied in the audited results of OneLogix for the year ended 31 May 2014.
The pro forma financial effects, which are the responsibility of the directors, are provided for illustrative purposes only
and, because of their pro forma nature may not fairly present OneLogix’s financial position, changes in equity, results
of operations or cash flow nor the effect and impact of the Transactions going forward.
Pro
forma
After After after
EmployeeCo ManCo the
Trans- Change Trans- Change Trans- Change
Per OneLogix share (cents) Before actions % actions % actions %
Basic earnings per share 35.0 30.9 (11.7%) 33.0 (5.7%) 28.9 (17.4%)
Diluted earnings per share 35.0 30.9 (11.7%) 33.0 (5.7%) 28.9 (17.4%)
Headline earnings per share 31.2 27.1 (13.1%) 29.2 (6.4%) 25.1 (19.6%)
Diluted headline earnings per share 31.2 27.1 (13.1%) 29.2 (6.4%) 25.1 (19.6%)
Core headline earnings per share 33.3 32.6 (2.1%) 32.9 (1.2%) 32.2 (3.3%)
Diluted core headline earnings per share 33.3 32.6 (2.1%) 32.9 (1.2%) 32.2 (3.3%)
Net asset value 161.5 160.8 (0.4%) 161.1 (0.2%) 160.4 (0.7%)
Tangible net asset value 124.3 123.6 (0.6%) 123.8 (0.4%) 123.1 (1.0%)
Weighted average number of shares in
issue at 31 May 2014 ('000) 217 411 217 411 217 411 217 411
Diluted weighted average number of
shares in issue at 31 May 2014 ('000) 217 411 217 411 217 411 217 411
Number of shares in issue (net of
treasury shares) at 31 May 2014 ('000) 207 402 207 402 207 402 207 402
Notes:
1. The “Before” column is based on the published audited financial information of OneLogix for the year ended 31 May
2014, as released on SENS on 26 August 2014.
EmployeeCo Transactions
2. The “After EmployeeCo Transactions” column indicates the pro forma financial information after the EmployeeCo
Transactions assuming the following:
- EmployeeCo will be required to be consolidated by OneLogix in terms of IFRS 10, Consolidated financial statements
and the OneLogix shares held by EmployeeCo will be classified to treasury shares and consequently no effect is
reflected for:
- The issue of 24 917 929 new OneLogix shares at a subscription price of R3.59 being a 14.5% discount to a 90
day VWAP of R4.20 as at 29 September 2014, amounting to R89 380 613.
- The subscription price at a 19.2% discount to a 30 day VWAP of R4.44 as at 29 September 2014.
- The subscription for one non-convertible cumulative redeemable preference share in EmployeeCo by OneLogix
amounting to R89 384 613.
- The purchase of 400 000 OneLogix shares held by the OneLogix Group BEE Trust at R0.01 each. The base cost
of these shares was Rnil. These shares were unallocated at the time of vesting of conditions. The OneLogix
Group BEE Trust was the previous holding mechanism of shares for the Onelogix employees.
3. Transaction costs of R1 449 475 have been expensed on the EmployeeCo Transactions and paid out of cash resources.
These costs are once-off and have been assumed to be non-tax deductible.
4. IFRS 2 costs amounting to R7 414 981 per year over five years have been expensed in respect of the EmployeeCo
Transactions and are assumed to be non-tax deductible.
5. Finance income reduction of R82 934 due to the reduction in cash balances as a result of the transaction costs was
calculated at 5.72% being the yearly average money market rate. This reduction has a continuing impact and is
considered to be taxable.
ManCo Transactions:
6. The “After ManCo Transactions” column indicates the pro forma financial information after the ManCo Transactions
assuming the following:
- ManCo will be required to be consolidated by OneLogix in terms of the requirements of IFRS 10, Consolidated
financial statements and the OneLogix shares held by ManCo will be classified as treasury shares and consequently
no effect is reflected for:
- The subscription for 12 658 963 shares in OneLogix by ManCo.
- The subscription price of R4.22 per share is at a 0.5% premium to the 90 day VWAP of R4.20 as at 29 September
2014. The total subscription price amounts to R53 420 825.
- The subscription price at a 5% discount to a 30 day VWAP of R4.44 as at 29 September 2014.
- The subscription for one non-convertible cumulative redeemable participating preference share in ManCo by
OneLogix amounting to R53 420 825.
7. Transaction costs of R866 319 have been expensed on ManCo Transactions and paid out of cash resources. These
costs are once-off and have been assumed to be non-tax deductible.
8. IFRS 2 costs amounting to R3 534 275 per year over five years have been expensed in respect of the ManCo
Transactions and are assumed to be non-tax deductible.
9. Finance income reduction of R49 568 due to the reduction in cash balances as a result of the transaction costs was
calculated at 5.72% being the yearly average money market rate. This reduction has a continuing impact and is
considered to be taxable.
2. CIRCULAR TO SHAREHOLDERS
OneLogix shareholders are advised that the circular containing full details of the Transactions, the Fairness Opinion
and the Board Statement and incorporating, inter alia, a notice convening a general meeting of OneLogix
shareholders was distributed to OneLogix shareholders today, 31 October 2014. The circular will also be available
on the OneLogix website (www.onelogix.com).
3. NOTICE CONVENING THE GENERAL MEETING
Notice is hereby given that the general meeting will be held at 10:30 on Friday, 28 November 2014 at the registered
office of OneLogix, 46 Tulbagh Road, Pomona, Kempton Park, 1620, for the purpose of considering, and, if deemed
fit, passing, with or without modification, the resolutions set out in the notice convening the general meeting.
The board of directors of the Company has determined that, in terms of section 62(3)(a), as read with section 59 of
the Companies Act, 2008 (Act 71 of 2008), as amended, the record date for the purposes of determining which
shareholders of the Company are entitled to participate in and vote at the general meeting is Friday, 21 November
2014. Accordingly, the last day to trade OneLogix shares in order to be recorded in the Company’s securities
register to be entitled to vote will be Friday, 14 November 2014.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that further to the pro forma financial effects contained in this announcement, caution is no
longer required to be exercised by shareholders when dealing in OneLogix securities.
Johannesburg
31 October 2014
Corporate Advisor:
Nodus Capital
Transaction Sponsor:
Merchantec Capital
Legal Advisor:
Webber Wentzel
Date: 31/10/2014 11:04:00 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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