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Results of General Meeting and Amended Transaction Timetable
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”)
K2022659170 (SOUTH AFRICA) PROPRIETARY LIMITED
Incorporated in the Republic of South Africa
(Registration number 2022/659170/07)
(the “Offeror”)
RESULTS OF GENERAL MEETING AND AMENDED TRANSACTION TIMETABLE
1. Introduction
1.1. OneLogix Shareholders are collectively referred to:
1.1.1. the announcement entitled “Joint Firm Intention Announcement: Scheme of Arrangement
and Withdrawal of Cautionary” released on SENS on Thursday, 20 October 2022 relating
to the firm intention offer by the Offeror, to acquire the entire issued share capital of
OneLogix, other than the Excluded Shares, by way of a scheme of arrangement, and the
subsequent Delisting of the Company (the “Transaction”); and
1.1.2. the announcement entitled “Distribution of Scheme Circular and Notice convening a
General Meeting of OneLogix Shareholders” released on SENS on Wednesday,
16 November 2022 relating to the distribution of the combined circular to Shareholders
containing details of the Transaction (“Circular”) and incorporating the Notice of General
Meeting to consider and, if deemed fit, to approve, with or without modification, the
Resolutions set out therein.
1.2. Unless expressly defined in this announcement, capitalised terms herein have the meaning ascribed
to them in the Circular.
2. Results of General Meeting
2.1. OneLogix Shareholders are advised that, at the General Meeting held today, Thursday,
15 December 2022, all the Resolutions as set out in the Notice of General Meeting were passed by
the requisite majority of Shareholders.
2.2. However, OneLogix Shareholders should note that the implementation of the Scheme is still subject
to the fulfilment or waiver of a number of Scheme Conditions, as set out in paragraph 4.3 of the
Circular.
2.3. An announcement will be released on SENS as soon as practicably possible after all of the Scheme
Conditions have been fulfilled or waived, as the case may be.
3. Voting Results
3.1. The total number of OneLogix Shares in issue as at the date of the General Meeting is 261 897 581
(“Issued Share Capital”).
3.2. The total number of OneLogix Shares that were eligible to vote at the General Meeting on Special
Resolution Number 1, pursuant to the provisions of the Companies Act, is 124 994 188. The
Excluded Shares were precluded from voting on Special Resolution Number 1.
3.3. Collectively, the 37 976 892 Shares held as treasury shares by OLG Abaholi and OLG Esizayo
(each also being an Excluded Shareholder) (“Abaholi and Esizayo Shares”) are precluded from
voting on all Resolutions, and therefore the total number of OneLogix Shares that were eligible to
vote at the General Meeting on Special Resolution Numbers 2 and 3 is 223 920 689 Shares.
3.4. With regard to:
3.4.1. Special Resolution Number 1, the total number of OneLogix Shares that were
present/represented at the General Meeting was 88 518 530 being 71% of the total number
of Shares that could have been voted at the General Meeting; and
3.4.2. Special Resolution Numbers 2 and 3, the total number of OneLogix Shares that were
present/represented at the General Meeting was 187 445 031 being 84% of the total number
of Shares that could have been voted at the General Meeting.
3.5. The Resolutions proposed at the General Meeting, together with the percentage of votes carried for
and against each Resolution, as well as the percentage of Shares abstained, are set out below:
% of votes % of votes
carried for the against the % of Shares
Resolution Resolution Resolution abstained
Special Resolution Number 1: Approval of the 95.96 4.04 0.00
Scheme in terms of sections 114 and 115 of the
Companies Act by OneLogix Shareholders*
Special Resolution Number 2: Revocation of 99.24 0.76 0.00
Special Resolution Number 1#
Special Resolution Number 3: Approval for the 98.09 1.91 0.00
payment of fees to the members of the
Independent Board#
Notes:
* The Excluded Shares were excluded from voting on Special Resolution Number 1.
# The Abaholi and Esizayo Shares were excluded from voting on Special Resolution Numbers 2 and 3.
4. Amended Dates and Times relating to the Scheme
As a consequence of Tuesday, 27 December 2022 being declared a South African public holiday,
Shareholders are referred to the amended dates below in respect of the Transaction (denoted by an
asterisk for ease of reference).
2022
Last date for Shareholders who voted against the Scheme Resolution to
require OneLogix to seek Court approval for the Scheme Resolution in
terms of section 115(3)(a) of the Companies Act (where applicable) Friday, 23 December
2023
Last date for Shareholders who voted against the Scheme Resolution to
apply to Court for leave to apply for a review of the Scheme Resolution in
terms of section 115(3)(b) of the Companies Act* Wednesday, 4 January
Last date for OneLogix to send objecting Shareholders notices of the
adoption of the Scheme Resolution in accordance with section 164(4) of
the Companies Act* Wednesday, 4 January
The following dates assume that all conditions precedent to the
Scheme are fulfilled or, where applicable, waived and that neither
Court approval nor the review of the Scheme Resolution is required
and will be confirmed in the finalisation announcement:
Scheme Finalisation Date announcement expected to be released on
SENS* Friday, 3 February
Scheme Finalisation Date announcement expected to be published in the
South African press* Monday, 6 February
Scheme LDT expected to be 17:00 on Tuesday, 14 February
Trading in OneLogix Shares on the JSE suspended from commencement
of trade expected to be on Wednesday, 15 February
Scheme Consideration Record Date to be recorded in the Register in order Friday, 17 February
to receive the Scheme Consideration expected to be on
Scheme Implementation Date expected to be on Monday, 20 February
Scheme Consideration payment to Dematerialised Shareholders expected Monday, 20 February
to be on
Scheme Consideration payment to Certificated Shareholders to take place Monday, 20 February
within 5 (five) Business Days of (assuming surrender of Documents of Title
and duly completed Form of Surrender and Transfer (green))
Termination of listing of OneLogix Shares on the JSE at commencement Tuesday, 21 February
of trade expected to be on
Notes
1. No dematerialisation or rematerialisation of OneLogix Shares may take place from the commencement of
business on the Business Day following the Scheme LDT. The Scheme LDT is expected to be on Tuesday, 14
February 2023.
2. All times referred to in the Circular are references to South African Standard Time.
5. Responsibility Statements
5.1. The Independent Board, collectively and individually, accepts responsibility for the information
contained in this announcement to the extent that it relates to OneLogix. To the best of their
knowledge and belief, such information contained in this announcement is true and nothing has been
omitted which is likely to affect the importance of such information.
5.2. The board of directors of the Offeror accepts responsibility for the information contained in this
announcement to the extent that it relates to the Offeror. To the best of their knowledge and belief,
such information contained in this announcement is true and nothing has been omitted which is likely
to affect the importance of such information.
Johannesburg
15 December 2022
Corporate Advisor and Transaction Legal Advisor to OneLogix Independent Expert to OneLogix
Sponsor to OneLogix
Date: 15-12-2022 03:33:00
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