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Acquisition of Vision Transport Proprietary Limited and the remaining 26% of United Bulk Proprietary Limited
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”)
ACQUISITION OF VISION TRANSPORT PROPRIETARY LIMITED AND THE REMAINING 26% OF UNITED BULK PROPRIETARY LIMITED
1. ACQUISITION OF VISION TRANSPORT
1.1. Introduction
United Bulk Proprietary Limited (“the purchaser” or “United Bulk”), a 74% held subsidiary of
OneLogix, has concluded an agreement (“the Vision Transport agreement”) for the acquisition (“the
Vision Transport acquisition”) of 100% of the shares and claims in Vision Transport Proprietary
Limited (“Vision Transport”) from the sellers who are The Ben and Elsa Venter Family Trust (10%),
The Kusasa Trust (39%), Barend Jacobus Venter (48.5%) and The Vision Share Trust (2.5%)
(“sellers”).
1.2. Overview of Vision Transport
Vision Transport, based in Vereeniging, is a well-established and respected specialist logistics operator
in the competitive solvent and acid markets of South Africa and neighbouring countries.
With a number of blue chip customers, there are several management, operational, fleet and marketing
synergies on offer in collaboration with United Bulk.
1.3. Terms of the Vision Transport acquisition
1.3.1. The purchase consideration is an amount of R110 000 000, payable in cash on the later
of the 3rd business day after the effective date accounts are delivered to the purchaser or
the 3rd business day after fulfilment or waiver of all of the conditions referred to in
paragraph 1.4 below. The purchase consideration will be paid to the sellers, in their
applicable proportions.
1.3.2. The purchase consideration has been calculated on the basis of the net asset value as at
31 July 2015, based on the existing accounting policies of Vision Transport, being a
minimum of R45 000 000. Effective date accounts will be prepared for the period
1 March 2015 to 31 July 2015. Should the net asset value calculated on the basis of the
effective date accounts be less than R45 000 000, the purchase consideration will be
decreased by an amount equal to the difference between R45 000 000 and the net asset
value calculated on the basis of the effective date accounts.
1.3.3. Possession and effective control and all risks in and all benefits attaching to the shares
and claims will, against payment of the full purchase consideration, pass to the
purchaser on the effective date, being 1 August 2015.
1.3.4. An executive employment agreement is to be concluded between Vision Transport and
Barend Jacobus Venter, in terms of which he will render executive and managerial
services to Vision Transport. The executive employment agreement contains restraint of
trade provisions and non-complete undertakings in favour of Vision Transport,
applicable throughout South Africa, Namibia, Botswana, Lesotho, Swaziland, Zambia,
Zimbabwe, Zambia, Democratic Republic of the Congo, Malawi and Mozambique,
during the employment period and for a further 36 month period following termination
of employment.
1.3.5. The Vision Transport agreement contains restraint of trade provisions and other non-
compete undertakings provided by Barend Jacobus Venter and Cornelius Rudolph
Venter in favour of Vision Transport, applicable throughout South Africa, for a period
of five years from the effective date.
1.3.6. Warranties commonly provided for transactions of this nature have been provided by the
sellers to the purchaser.
1.4. Conditions precedent
The Vision Transport agreement is subject to the fulfilment or waiver of the following conditions
precedent by 30 September 2015 –
1.4.1. the board of OneLogix approving and ratifying the entering into of the Vision Transport
agreement by the purchaser and all other agreements and transactions contemplated
therein;
1.4.2. the board of directors of the purchaser approving and ratifying the entering into of the
Vision Transport agreement by the purchaser and all other agreements and transactions
contemplated therein;
1.4.3. the trustees of The Ben and Elsa Venter Family Trust, The Kusasa Trust and The Vision
Share Trust passing all such resolutions as may be required to approve and implement
the Vision Transport acquisition;
1.4.4. the shareholders of Vision Transport passing the necessary special resolutions to adopt
the new Memorandum of Incorporation and such documents have been lodged with the
Companies and Intellectual Property Commission;
1.4.5. OneLogix procuring all such approvals for the Vision Transport acquisition as may be
required by the JSE and the Takeover Panel to give effect to the Vision Transport
acquisition;
1.4.6. the purchaser obtaining unconditional approval for the Vision Transport acquisition
from the Competition Authorities;
1.4.7. confirming, by the delivery of a written notice to the sellers, that the purchaser is
satisfied with the results of the due diligence investigation and wishes to proceed with
the Vision Transport acquisition; and
1.4.8. concluding a lease agreement by Vision Transport on terms acceptable to the purchaser,
in respect of the premises located at Plot 27, Homelands, Vereeniging.
1.5. Financial information
The adjusted tangible net asset value and profits attributable to the tangible net assets of Vision
Transport for the last year end was R64,6 million and R20,1 million, respectively.
2. ACQUISITION OF THE REMAINING 26% OF UNITED BULK PROPRIETARY LIMITED
2.1. Introduction
OneLogix has concluded an agreement (“the United Bulk agreement”) for the acquisition of the
remaining 26% of the shares and claims in United Bulk (“the United Bulk acquisition”) that it does
not already own from Tanker Solutions Proprietary Limited (“Tanker Solutions”).
2.2. Overview of United Bulk
United Bulk is a specialist logistics service provider within the chemical, food grade and liquid
petroleum gas markets of South Africa and neighbouring countries.
The acquisition of United Bulk has proven to be beneficial to OneLogix from an earnings, management
and operational synergy perspective. This, together with the associated growth of the United Bulk
business, is testament to the viability of the group’s acquisitive philosophy, which seeks to harness
well-established and vigorous entrepreneurial businesses by offering the benefit of a managerial
platform that allows them to expand and realise their full potential.
2.3. Terms of the United Bulk acquisition
2.3.1. The purchase consideration is an amount of R29 000 000, payable by way of an issue of
5 800 000 OneLogix shares (“consideration shares”) on the 3rd business day after
fulfilment or waiver of all of the conditions referred to in paragraph 2.5 below (“closing
date”). The consideration shares are be issued at R5.00 per share, as follows:
2.3.1.1. 5 220 000 OneLogix shares constituting 90% of the consideration shares
to be issued to Tanker Solutions; and
2.3.1.2. 580 000 OneLogix shares constituting 10% of the consideration shares to
be issued to the nominee, Mitzi Vosloo.
2.3.2. Possession and effective control and all risks in and all benefits attaching to the shares
and claims will, against issue of the consideration shares, pass to the purchaser on the
closing date.
2.3.3. Warranties commonly provided for transactions of this nature have been provided by
Tanker Solutions to OneLogix.
2.4. Pre-emptive rights
2.4.1. Tanker Solution has irrevocably granted OneLogix or the nominee, the pre-emptive right
to purchase the consideration shares in the event that the Tanker Solutions wishes to
dispose of the consideration shares. The purchase price payable for the consideration
shares will be the ruling price on the JSE on the business day immediately preceding the
date of the written notice by Tanker Solutions of its intention to dispose of the
consideration shares.
2.4.2. If the pre-emptive right is not exercised, such right will lapse and will be of no further
force or effect and Tanker Solutions will be entitled to dispose of the consideration
shares to a third party purchaser.
2.5. Conditions precedent
The United Bulk agreement is subject to the fulfilment or waiver of the following conditions precedent
by 31 August 2015 –
2.5.1. the board of OneLogix approving and ratifying the entering into of the United Bulk
agreement and all other agreements and transactions contemplated therein;
2.5.2. OneLogix procuring all such approvals for the United Bulk acquisition as may be
required by the JSE and the Takeover Panel to give effect to the United Bulk
acquisition; and
2.5.3. the remaining shareholder, OneLogix Proprietary Limited, waiving any pre-emptive
rights that it may have in writing.
2.6. Financial information
The tangible net asset value and profits attributable to the tangible net assets of United Bulk for the last
year end was R19 million and R11,1 million, respectively.
3. RATIONALE FOR THE ACQUISITION OF VISION TRANSPORT AND UNITED BULK
The businesses of Vision Transport and United Bulk complement OneLogix’s existing specialised logistics
operations, being vehicle logistics and abnormal loads logistics, which further entrenches the company’s
position as a leading niche logistics provider. The Vision Transport acquisition and the United Bulk acquisition
are expected to provide OneLogix with expanded market coverage and operational capabilities.
4. JSE CATEGORISATION
Each of the Vision Transport acquisition and the United Bulk acquisition constitute a category 2 transaction in
terms of the JSE Listings Requirements and accordingly does not require approval by OneLogix shareholders.
22 July 2015
Corporate advisor and sponsor
Java Capital
Legal advisor
DLA Cliffe Dekker Hofmeyr
Date: 22/07/2015 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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