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ONELOGIX GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1998/004519/06
JSE share code: OLG
ISIN: ZAE000026399
(“OneLogix”, the “Company” or the “Group”)
K2022659170 (SOUTH AFRICA)
PROPRIETARY LIMITED
Incorporated in the Republic of South Africa
(Registration number 2022/659180/07)
(“Bidco” or the “Offeror”)
JOINT ANNOUNCEMENT OF THE FIRM INTENTION OF THE OFFEROR TO MAKE AN OFFER
TO ACQUIRE ORDINARY SHARES OF ONELOGIX, BY WAY OF A SCHEME OF
ARRANGEMENT, THE DELISTING OF THE COMPANY FROM THE JSE AND WITHDRAWAL OF
THE CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
1.1. OneLogix shareholders (“Shareholders”) are referred to the:
1.1.1. cautionary announcement released on the Stock Exchange News Service
(“SENS”) by the Company dated Monday, 20 December 2021; and
1.1.2. the renewal of cautionary announcements, the last of which was dated
8 September 2022 (collectively hereafter referred to as the “Cautionary
Announcements”),
wherein it was advised that the board of directors of OneLogix (“Board”) was considering
the potential delisting of the Company’s Shares from the securities exchange (“Exchange”)
operated by the JSE Limited (“JSE”), on the basis that the delisting would be accompanied
by a cash offer of R3.30 per OneLogix ordinary share (“Shares”).
1.2. Shareholders are hereby advised that the Company and the Offeror (the “Parties”) have
entered into a scheme implementation agreement (“Implementation Agreement”) on
Thursday, 20 October 2022 (“Signature Date”), in terms of which the Offeror has
expressed its firm intention to make an offer to acquire the entire issued share capital of
OneLogix, other than:
1.2.1. those Shares held by management of OneLogix (or entities representing their
interests) being Neville John Bester (represented by Best-Krug Saco Proprietary
Limited (“Best Krug”)), Cameron Vincent McCulloch, Geoffrey Michael Glass
and Morne Nel (represented by Nel Investment Holdings Proprietary Limited
(“Nel Investment Holdings”)) comprising the “Management Consortium”; and
1.2.2. those Shares held by the Black Economic Employment and management
participation structures known as OLG Esizayo Proprietary Limited (“Esizayo”)
and OLG Abaholi Proprietary Limited (“Abaholi”) which house the employee and
management schemes of the Company and are currently categorised as treasury
shares in terms of International Financial Reporting Standards (“Treasury
Shares”).
1.3. The Shares held by the Management Consortium and the Treasury Shares are hereafter
referred to as the “Excluded Shares” and the holders thereof as “Excluded
Shareholders” and their shareholdings are shown in the table below.
Excluded Shareholder Name Number of Shares Shares held as a %
held of all the OneLogix
directly/indirectly Shares in issue
Best-Krug 91 253 945 34,84
OLG Esizayo Proprietary Limited 25 317 929 9,67
OLG Abaholi Proprietary Limited 12 658 963 4.83
Cameron Vincent McCulloch 5 000 000 1,91
Geoffrey Michael Glass 1 400 000 0,53
Nel Investment Holdings 1 272 556 0,49
Total 136 903 393 52.57
1.4. In 2015, Esizayo and Abaholi acquired 10% and 5% of Shares in issue at the time,
respectively, funded by the issue of preference shares by these entities to the Company.
As at the date of this announcement, the market value of the OneLogix Shares held by
Esizayo and Abaholi is currently well below the value of preference shares owing and are
therefore restricted.
1.5. Esizayo and Abaholi have, in writing, waived their rights to participate in the Scheme (as
defined below).
2. MECHANICS OF THE SCHEME OF ARRANGEMENT
2.1. The transaction is envisaged to be executed by way of a scheme of arrangement in terms
of section 114(1)(c) of the Companies Act (No. 71 of 2008) as amended (the "Companies
Act"), to be proposed by the Board to Shareholders, excluding the Excluded Shareholders,
(“Eligible Shareholders”), and to which the Offeror shall be a party, in terms of which
Eligible Shareholders will, if the Scheme becomes operative, dispose of their Shares
(“Scheme Shares”) to Bidco (the “Scheme”).
2.2. The consideration payable by Bidco to Eligible Shareholders participating in the Scheme
(each a "Scheme Participant") for the Scheme Shares shall be a cash amount equal to
R3.30 per Scheme Share acquired pursuant to the implementation of the Scheme,
provided that if OneLogix declares any distribution, as defined in the Companies Act
(“Distribution”) in favour of the Shares:
2.2.1. during the period commencing on the Signature Date and ending on the business
day on which the Scheme becomes operative and is implemented in accordance
with its terms (“Scheme Implementation Date”); and
2.2.2. the record date for participating in such declared Distribution occurs prior to the
Scheme Implementation Date, then the consideration of R3.30 per Scheme Share
shall be reduced by an amount equal to the gross amount of such Distribution
accruing in respect of each Scheme Share (“Scheme Consideration”).
2.3. Pursuant to the approval of a special resolution by Eligible Shareholders to approve the
Scheme (“the Scheme Resolution”) and the waiver and/or fulfilment of the Scheme
Conditions set out in paragraph 6.4 below, application to the JSE will be made for the
delisting of all of the Shares from the Exchange (the “Delisting”) by the Company in terms
of paragraph 1.17(b) of the Listings Requirements.
2.4. Should the Scheme become operative, Bidco will, on the Scheme Implementation Date,
acquire all of the Scheme Shares from the Scheme Participants (being the Eligible
Shareholders but excluding the Dissenting Shareholders as defined in paragraph 6.3
below) for the Scheme Consideration.
2.5. The effect of the Delisting will be that all of the Shares will be removed from the list of
securities admitted to trading by the JSE.
2.6. The Scheme and Delisting are hereafter collectively referred to as the “Transaction”.
2.7. The contents of this announcement constitute a firm intention by the Offeror to make an
offer to the Eligible Shareholders by way of the Scheme as contemplated in Chapter 5 of
the Companies Act and Chapter 5 of the Companies Regulations promulgated under the
Companies Act (which includes the “Takeover Regulations” issued pursuant to sections
120 and 223 of the Companies Act) (“Companies Regulations”).
2.8. As required by the Companies Regulations, OneLogix has constituted an independent
board of directors comprising of Lesego J. Sennelo (Chairperson), Innocentia Mmule Pule,
Alec J. Grant and Kegomoditswe Victoria Ratshefola (“Independent Board”) for purposes
of evaluating the terms and conditions of the Scheme and performing the other functions
required of an independent board in terms of the Companies Act and Companies
Regulations.
3. NATURE OF ONELOGIX AND THE OFFEROR
3.1. OneLogix
The OneLogix group is a niche logistics provider with over 30 years of operational
experience. A recognised leader in its markets, the Group offers a range of world-class
logistics solutions across the entire value chain.
The Group’s activities encompass:
‒ local and cross-border auto-logistics;
‒ project and abnormal freight logistics throughout South and southern Africa;
‒ logistics for solvents, acid, food grade product, liquid petroleum, gas, cryogenics and
dry bulk;
‒ movement of general freight into and out of southern Africa;
‒ refrigerated logistics of agricultural products;
‒ distribution of agricultural equipment, inputs and final products;
‒ repairs for passenger vehicles, commercial vehicles, structural chassis repairs, cab
rebuilds and specialised spray painting; and
‒ import and export warehouse handling and clearing and forwarding activity.
3.2. Bidco
The directors of the Offeror are Neville John Bester, Cameron Vincent McCulloch, Geoffrey
Michael Glass (who are also directors of OneLogix) and Morne Nel (a director of a wholly
owned subsidiary of OneLogix). The shareholders of Bidco will be as follows:
Shareholder name Shareholding
(%)
Best-Krug (representing Neville John Bester) 60
CVM Investments Proprietary Limited (representing Cameron Vincent
McCulloch) 20
Nel Investment Holdings Proprietary Limited (representing Morne Nel) 10
GM Glass Investments Proprietary Limited (representing Geoffrey Michael
Glass) 5
K2022654135 South Africa Proprietary Limited 5
Total 100
Bidco was formed by the Management Consortium, being the management members of
OneLogix or entities representing their Share interests as detailed above, and
K2022654135 South Africa Proprietary Limited (“Manco”); for the purpose of implementing
the Scheme and has not conducted any business since its incorporation.
The directors of Manco are Cameron Vincent McCulloch and Geoffrey Michael Glass. The
purpose of Manco will be to incentivize other senior management (excluding Neville John
Bester, Cameron Vincent McCulloch, Geoffrey Michael Glass and Morne Nel) post the
successful Delisting and it has not conducted any business since its incorporation. Manco
does not hold any OneLogix Shares.
4. RATIONALE FOR THE TRANSACTION
4.1. Trade in the Company’s Shares has been characterised by extremely low liquidity, primarily
due to the majority of its Shares being held by non-public shareholders, approximating 58%
of the issued share capital. This represents a high concentration of strategic shareholdings
in the Company resulting in a low free float and a shareholder profile consisting of a
substantial number of small Shareholders.
4.2. In recent years, share trading statistics indicate that the only meaningful source of liquidity
available to Shareholders wishing to trade their Shares was via general repurchase
programs, effected by the Company. As the major Shareholder currently holds 34.84% of
the Shares in the Company, the repurchases have ceased.
4.3. Accordingly, the Board believes that the Company derives limited value from its listing, as
the primary benefits derived from a listing including share liquidity and the ability to raise
capital, are constrained. Additionally, the costs associated with maintaining the listing, both
direct and indirect, do not appear to be commensurate with the benefit derived therefrom.
4.4. The Transaction thus represents an attractive opportunity and an exit mechanism for
Shareholders to realise their investment at a significant premium in an illiquid share.
4.5. The Delisting will also enable management of the Company to dedicate more time and
resources to their business operations without having to dedicate considerable time,
expenses and resources to the regulatory processes associated with being a listed entity.
4.6. The Scheme Consideration represents a premium of 37.5% to closing price of a Share
traded on the Exchange, of R2.40 as at 17 December 2021, being the business day
immediately preceding the date of release of the initial Cautionary Announcement on
SENS.
4.7. The Scheme Consideration represents a premium of 17% to the 30-day volume weighted
average traded price of a Share on the Exchange, of R2.82 as at Wednesday, 19 October
2022, being the business day immediately preceding the Signature Date.
5. OFFEROR ACTING AS PRINCIPAL AND PARTIES ACTING IN CONCERT
5.1. The Offeror is acting as principal and not as an agent in respect of the Transaction and is
‘Acting in Concert’ in terms of Companies Regulation 84, with the Management Consortium
(“Concert Parties”) for purposes of the implementation of the Transaction.
5.2. The Concert Parties and their shareholdings in OneLogix as at the Signature Date are
detailed below:
Concert Party Number of Shares held Shares held as a % of
directly/indirectly all the OneLogix
Shares in issue
Best-Krug 91 253 945 34,84
Cameron Vincent McCulloch 5 000 000 1,91
Geoffrey Michael Glass 1 400 000 0,53
Nel Investment Holdings 1 272 556 0,49
Total 98 926 501 37.77
5.3. In terms of section 115(4) of the Companies Act, the Concert Parties will not be entitled to
vote on the Scheme Resolution, nor will their shareholding be taken into account for the
purposes of establishing a quorum at the General Meeting.
6. OVERVIEW AND EFFECTS OF THE SCHEME
6.1. The Scheme will constitute an “affected transaction” as defined in section 117(1)(c) of the
Companies Act. It will be implemented in accordance with the Companies Act and the
Companies Regulations and will be regulated by the Takeover Regulation Panel (“TRP”).
6.2. The Scheme will be subject to the fulfilment or, where applicable, waiver of the Scheme
Conditions set out in paragraph 6.4 below.
6.3. In the event that the Scheme becomes operative, “Scheme Participants”, being all Eligible
Shareholders but excluding those Shareholders:
6.3.1. who validly exercise their appraisal rights by:
i. providing written notice to the Company objecting to the Scheme
Resolution prior to the general meeting of OneLogix Shareholders to be
convened for purposes of, inter alia, approving the Scheme (“General
Meeting”) in accordance with section164(3) of the Companies Act;
ii. having made and not withdrawn its demand made in terms of section
164(5) to (8) of the Companies Act; and
iii. having not allowed an offer made to it by OneLogix in terms of section
164(11) of the Companies Act to lapse (“Dissenting Shareholders”);
and
iv. not having their shareholder rights being reinstated as envisaged in
sections 164(9) and 164(10) of the Companies Act or who have not been
ordered by any South African Court of competent jurisdiction (“Court”) to
withdraw their demands in terms of section 164(15)(c)(v)(aa) of the
Companies Act, as a consequence of the approval of the Scheme,
will be deemed to have disposed of all of their Shares to the Offeror for the Cash
Consideration, such that Bidco will acquire all of the Shares previously held by
the Scheme Participants; and
6.3.2. the listing of all of the Company’s Shares on the Exchange will be terminated in
terms of paragraph 1.17(b) of the Listings Requirements.
6.4. The Scheme Conditions
The implementation of the Scheme is subject to the fulfilment or, if appropriate, waiver (in
whole or in part), of the following suspensive conditions (“Scheme Conditions”) that:
6.4.1. by no later than 17h00 on 31 May 2023, the Scheme is approved by the requisite
majority of Eligible Shareholders as contemplated in section 115(2)(a) of the
Companies Act at the General Meeting;
6.4.2. by no later than 17h00 on 31 May 2023, the counterparties to any debt funding
agreements or finance facilities that the Group is a party to (“Debt Funding
Agreements”) have, to the extent required in terms of the applicable Debt Funding
Agreements, provided such consents or approvals, in writing, as may be required
under the relevant Debt Funding Agreements in order for the Scheme to be
implemented without triggering any event of default or other potential adverse
consequence contained in the relevant Debt Funding Agreements;
6.4.3. by no later than 17h00 on 31 May 2023, approval of the implementation of the
Scheme Resolution by the Court is obtained, to the extent required under
section 115(3) of the Companies Act, and, if applicable, OneLogix not having
treated the Scheme Resolution as a nullity (which it may not do unless it is
instructed to do so by Bidco in terms of the Implementation Agreement) as
contemplated in section 115(5)(b) of the Companies Act;
6.4.4. no more than 5% of Dissenting Shareholders deliver a “Valid Demand” as
contemplated in sections 164(5) to 164(8) of the Companies Act, within the time
period prescribed in section 164(3) and (7) of the Companies Act in terms of which
such Shareholder demands that the Company pay such Dissenting Shareholder
the fair value for all of the Shares that such Dissenting Shareholder holds; are
received by the Company by no later than 12h00 on the business day immediately
following the last day on which a Valid Demand may be made;
6.4.5. by no later than 17h00 on 31 May 2023, to the extent applicable, all requisite
regulatory approvals required for the Transaction have been obtained from relevant
competition authorities (either unconditionally or subject to conditions acceptable
to the Offeror and the Company);
6.4.6. as at 17h00 on the date on which the last of the Scheme Conditions in
clauses 6.4.1 to 6.4.5 having been fulfilled or, where appropriate, waived, none of
the following events shall have occurred in respect of OneLogix —
6.4.6.1. any corporate action, legal proceedings or other procedure or other step
(including an application to Court, proposal of a resolution or convening
of a meeting of Shareholders, directors or other officers) is taken by any
person with a view to —
6.4.6.1.1. institute a moratorium, compromise, composition, business
rescue or similar arrangement with any of its creditors;
6.4.6.1.2. wind-up, dissolve or commencement of business rescue
proceedings, or for the seeking of relief under any applicable
bankruptcy, insolvency, company or similar law, or any such
resolution; or
6.4.6.2. challenge the fact that the value of its assets is less than its liabilities
(taking into account of contingent and prospective liabilities) or it is unable
to pay its debts as they fall due;
6.4.7. by no later than 17h00 on 31 March 2023, to the extent applicable, the receipt of
all requisite regulatory approvals as may be required by any competent authority
for the Transaction has been obtained including the JSE, the TRP and the
Financial Surveillance Department of the South African Reserve Bank (other than
the approvals by the competition authorities as contemplated in clause 6.4.5);
and
6.4.8. by no later than 17h00 on 31 March 2023, the TRP has issued a compliance
certificate in terms of the Companies Act in relation to the Scheme.
6.5. Each Party shall use its reasonable endeavours to procure the timeous fulfilment of the
Scheme Conditions to the extent that fulfilment thereof is within such Party’s power.
6.6. The Scheme Conditions detailed in paragraph 6.4.2, 6.4.4 and 6.4.6 above, are for the
benefit of Bidco and may be waived or relaxed by Bidco in its sole discretion by notice in
writing to OneLogix prior to the expiry of the time period set out in those respective
paragraphs.
6.7. Neither Party may extend the dates for the fulfilment of any one or more of the Scheme
Conditions unless that extension is agreed to in writing by both Parties and is permissible
by law (or unless specifically provided for).
6.8. The remainder of the Scheme Conditions are regulatory in nature and cannot be waived.
6.9. Unless all the Scheme Conditions have been fulfilled or, where possible, waived by not
later than the applicable dates per Scheme Condition set out in paragraph 6.4 above (or
such later date or dates to which the fulfilment date/s may have been extended in terms of
paragraph 6.7) (each a “Scheme Fulfilment Date”), the Scheme shall immediately lapse
on the Scheme Fulfilment Date of the first Scheme Condition that was not timeously fulfilled
or, where possible, waived (“Termination Date”).
7. MATERIAL PROVISIONS OF THE IMPLEMENTATION AGREEMENT
OneLogix has provided certain undertakings, that take effect from the Signature Date, and
ending on the earlier of either the:
i. Scheme Implementation Date; or
ii. the Termination Date, as the case may be,
summarised below.
7.1. Non-Solicitation by OneLogix
In terms of the Implementation Agreement, the Company has provided certain non-solicitation
undertakings to the Offeror that are appropriate for a transaction of the nature of the
Transaction.
7.2. Business Operations
In terms of the Implementation Agreement, the Company has provided certain undertakings
to the Offeror regarding the conduct of its business continuing in the ordinary course, that are
appropriate for a transaction of the nature of the Transaction.
7.3. Transaction assistance
In terms of the Implementation Agreement:
7.3.1. Each of the Parties has provided inter alia undertakings to the other to do all such
things as may be reasonably required to procure the implementation of the steps
necessary to propose the Scheme to Shareholders, and to use reasonable
commercial endeavours to abide by the Transaction milestones.
7.3.2. OneLogix has provided an undertaking to propose the Scheme to the Eligible
Shareholders.
8. FUNDING AND CASH CONFIRMATION
8.1. The cash consideration for the Scheme, will be funded from certain debt funding facilities
made available to the Offeror by The Standard Bank of South Africa Limited (“Standard
Bank”).
8.2. In accordance with regulation 111(4) and 111(5) of the Companies Regulations, the Offeror
procured that the TRP has been provided with an irrevocable bank guarantee issued by
Standard Bank in respect of a guaranteed amount which is sufficient to satisfy the payment
of the maximum Scheme Consideration in compliance with the provisions of Companies
Regulation 111(4) and (5).
9. INTERESTS OF OFFEROR AND OFFEROR DIRECTORS IN ONELOGIX SHARES
9.1. The Offeror does not hold any Shares.
9.2. The Offeror has not had any dealings in Shares during the six-month period prior to the
date of signature of the Implementation Agreement.
9.3. As at the date of this announcement, the following directors and shareholders of the Offeror
have beneficial interests in Shares as below:
Director / Shareholder Number of Shares held
Shares as a % of all
held the Shares in
issue
Best-Krug (representing Neville John Bester) 91 253 945 34,84
Cameron Vincent McCulloch 5 000 000 1,91
Geoffrey Michael Glass 1 400 000 0,53
Nel Investment Holdings Proprietary Limited (representing
Morne Nel) 1 272 556 0,49
Total 92 653 945 37,77
9.4. As announced by the Company on SENS on 25 August 2022, NJB Investco Proprietary
Limited disposed of its entire shareholding of 91 253 945 Shares to its sole shareholder,
Best-Krug, however following this disposal, there has been no change in the indirect
beneficial ownership of the Shares.
9.5. None of the other directors of the Offeror have had any dealings in Shares during the six-
month period prior to the Signature Date.
10. IRREVOCABLE UNDERTAKINGS
As at the date of this announcement, irrevocable undertakings have been obtained to vote
in favour of the Scheme Resolution by the following Shareholders, who collectively hold
40% of the Shares held by Eligible Shareholders:
Shareholder Number of Shares held Shares held as a %
directly/indirectly of the Scheme
Shares
Kagiso Capital Proprietary Limited 28 056 585 22.45
Ian Kenneth Lourens 11 767 799 9.41
Christopher John Wheeler and the
Wheeler Family Trust 10 168 558 8.14
Total 49 992 942 40.0
11. INDEPENDENT EXPERT AND FAIRNESS OPINION
11.1. The Independent Board has appointed Nodus Capital TS Proprietary Limited as the
independent expert in terms of section 114(2) of the Companies Act and the Companies
Regulations (“Independent Expert”) to issue an opinion dealing with the matters set out in
sections 114(2) and 114(3) of the Companies Act and regulations 90, 110(1) and 113(1)(a)
of the Companies Regulations, to express an opinion on whether the Scheme
Consideration is fair and reasonable to Shareholders.
11.2. The full report of the Independent Expert in connection with the Scheme will be included in
the circular to be distributed to Shareholders in due course.
12. DISTRIBUTION OF THE CIRCULAR
A circular providing full details of the Transaction and containing inter alia, a notice of the
General Meeting, the report by the Independent Expert, the recommendations of the
Independent Board, the salient dates and times relating to the Scheme, a form of proxy and
the other necessary forms in order to give effect to the Scheme will be distributed to
Shareholders on or about Thursday, 17 November 2022.
13. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained in this
announcement which relates to OneLogix and confirms that, to the best of its knowledge and
belief, such information which relates to OneLogix is true and this announcement does not
omit anything likely to affect the importance of such information.
14. OFFEROR’S BOARD RESPONSIBILITY STATEMENT
The board of directors of the Offeror accepts responsibility for the information contained in this
announcement which relates to the Offeror and confirms that, to the best of its knowledge and
belief, such information which relates to the Offeror is true and this announcement does not
omit anything likely to affect the importance of such information.
15. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the Cautionary Announcements and are advised that, further to
the information set out in this announcement, caution is no longer required to be exercised
when dealing in the Company’s securities.
Johannesburg
20 October 2022
Corporate Advisor and Legal Advisor to OneLogix Independent Expert to OneLogix
Transaction Sponsor to OneLogix
Merchantec Capital Cliffe Dekker Hofmeyr Inc. Nodus Capital TS Proprietary
Limited
