ONELOGIX GROUP LIMITED - Acquisition of Jackson and Buffelshoek

Acquisition of Jackson and Buffelshoek

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


ACQUISITION OF JACKSON AND BUFFELSHOEK


INTRODUCTION

Shareholders are advised that OneLogix, through its wholly owned subsidiary OneLogix Proprietary Limited
(“OneLogix (Pty) Ltd”), has concluded an agreement to acquire four specialised logistics companies (known as
“Jackson and Buffeslshoek”) from Jackson Group Proprietary Limited (“Jackson Group”) and Jacques du Randt
(“Du Randt”) (collectively “the sellers”) as further described below.

OneLogix (Pty) Ltd has concluded an agreement with the Jackson Group to acquire:

-   74% of the entire issued share capital of Jackson Transport Proprietary Limited (“Jackson Transport”) and
    100% of all amounts owing by Jackson Transport to the Jackson Group;
-   74% of the entire issued share capital of Jackson Fleet Proprietary Limited (“Jackson Fleet”) and 100% of all
    amounts owing by Jackson Fleet to the Jackson Group;
-   74% of the entire issued share capital of Buffelshoek Transport SA Proprietary Limited (“Buffelshoek
    Transport”) and 100% of all amounts owing by Buffelshoek Transport to the Jackson Group (Jackson
    Transport and Jackson Fleet are together referred to as “Jackson”); and

OneLogix (Pty) Ltd has concluded an agreement with Du Randt to acquire 74% of the entire issued share capital of
Buffelshoek Fleet Proprietary Limited (“Buffelshoek Fleet”) and 100% of all amounts owing by the Buffelshoek
Fleet to Du Randt and/or the Jackson Group, (Buffelshoek Transport and Buffelshoek Fleet are together referred to
as “Buffelshoek”),

collectively “the transactions”.

RATIONALE FOR THE TRANSACTIONS

Jackson and Buffelshoek are leading logistics operators within the refrigerated fresh produce, industrial food and
related markets both within the South African and greater Southern African region.

The specific nature of the business together with its leading market position complements OneLogix existing
specialised logistics operations (such as vehicle, abnormal load and liquid bulk logistics) and represents the
continued and systematic progression of the group's acquisition strategy of further reducing dependence on the
auto-logistics component (Vehicle Delivery Services (“VDS”) and Commercial Vehicle Delivery Services (Pty)
Ltd (“CVDS”)) of the business. Jackson and Buffelshoek exhibit a good balance between cyclical and non-cyclical
demand and the acquisition is expected to contribute positively to the group. Du Randt, a respected entrepreneur,
will furthermore remain well vested with shareholder aligned interests of 26% in Jackson and 16% in Buffeslhoek.


TERMS OF THE TRANSACTIONS
The aggregate purchase consideration for the transactions is R110 million and will be settled through the issue of
R20 million worth of OneLogix shares at the 30 day volume-weighted-average-price on the date of signature of the
purchase agreement being an issue price of R6.14 per share and the balance of the purchase consideration through
a cash payment of R90 million.

The purchase consideration has been calculated on the basis of the consolidated net tangible asset value of Jackson
and Buffelshoek as at the effective date, being 1 March 2015, subject to a minimum amount of R37 million.
Should the net tangible asset value calculated on the effective date be less than R37 million, the purchase
consideration will be decreased by an amount equal to the difference between R37 million and the net tangible
asset value calculated on the effective date.

The purchase agreement provides for warranties and indemnities that are normal for transactions of this nature.

CONDITIONS PRECEDENT

The transactions are subject to the fulfilment or waiver, as the case may be, of the following conditions precedent
by not later than 17h00 on 30 June 2015:

1. the boards of directors of OneLogix and OneLogix (Pty) Ltd approving and ratifying the entering into of the
   purchase agreement relating to the transactions (“purchase agreement”) and all other agreements and
   transactions contemplated in the purchase agreement;
2. the shareholders of Buffelshoek and Jackson passing the necessary special resolutions to adopt the
   memorandum of incorporations and lodging such documents with the Companies and Intellectual Property
   Commission;
3. OneLogix (Pty) Ltd procuring all such approvals for the transactions as may be required by the JSE to give
   effect to the transactions;
4. OneLogix (Pty) Ltd procuring all such approvals for the transactions as may be required by the Takeover Panel
   to give effect to the transactions;
5. entering into the shareholders agreements and executive employment agreements contemplated in the purchase
   agreement and such agreements becoming unconditional in accordance with each of their terms, save for the
   condition requiring that the purchase agreement becomes unconditional;
6. the Competition Authorities in terms of the Competition Act, No 89 of 1998 (“the Competition Act”)
   approving the transactions unconditionally, or conditionally approving the transactions on terms and conditions
   which each of OneLogix (Pty) Ltd and the sellers confirms in writing to the other to be acceptable;
7. as at 17h00 on 18th business day after the signature date of the purchase agreement, OneLogix (Pty) Ltd
   delivering to the sellers a written notice stating that OneLogix (Pty) Ltd is satisfied with the results of its due
   diligence investigation and wishes to proceed; and
8. Jackson entering into and signing a lease agreement with JDR Jackson Properties (Proprietary) Limited in
   respect of the premises located at 224 4th Street, Witpoort, Brakpan on terms and conditions and in form and
   substance acceptable to OneLogix (Pty) Ltd.

FINANCIAL INFORMATION

The cash settled portion of the purchase price will be funded from existing cash resources. The current net asset
value and net profit after tax of Jackson and Buffelshoek for the last year end was R67.5 million and R17.7 million,
respectively.


CATEGORISATION OF THE TRANSACTIONS

The transactions in aggregate constitute a category 2 transaction in terms of the JSE Listings Requirements and
accordingly do not require shareholder approval.

9 February 2015


Corporate advisor and sponsor
Java Capital


Legal advisor
Cliff Dekker Hofmeyr

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