OneLogix buys majority interest in United Bulk
Shareholders were advised that OneLogix (Pty) Ltd. ("OneLogix") a wholly owned subsidiary of OLG, has concluded agreements for the acquisition of 60% of the entire issued share capital of RSA Tankers (Pty) Ltd. t/a United Bulk (the "Company" or "United Bulk") from Tanker Solutions (Pty) Ltd. (the "Seller") and all of the Seller's claims, including claims on loan account against the company ("the transaction").
United Bulk is one of the leading specialised bulk liquid transporters and describes itself as South Africa’s premier tanker operator, being specialists in the bulk liquid road transportation of hazardous materials and liquid petroleum gas as well as food grade road transportation, including milk and wine throughout Southern Africa.
The business of the company complements OneLogix's existing specialised logistics operations, being vehicle logistics and abnormal loads logistics, and is largely non-cyclical as it operates in and across many industries. The transaction is expected to be earnings-enhancing and the Seller will remain well vested with shareholder aligned interests of 40%.
OneLogix has agreed to purchase shares comprising 60% of the entire issued share capital of the company and all claims which the Seller has against the company ("United Bulk equity") with effect from 1 December 2012 ("effective date") for a purchase price of R55 million. The purchase price is subject to downward adjustment should the net asset value of the Company calculated on the basis of the effective date accounts be less than R17 million.
The purchase price will be settled in cash on the closing date, being the latter of the third business day after the date on which the last of the conditions precedent are fulfilled or waived (as the case may be) or the third business day after the day on which the effective date accounts are delivered to OneLogix. The agreement for the acquisition of the United Bulk equity contains warranties which are typical for acquisitions of this nature. The Seller and a key executive of the company have agreed to a restraint of trade in favour of OneLogix for a period of 36 months commencing with effect from the effective date. The transaction is subject to fulfilment (or waiver) as the case may be of the following conditions precedent by not later than 17h00 on 31 March 2013:
Categorisation of transaction
The transaction has been categorised as a category 2 transaction in terms of the Listings Requirements of the JSE Ltd. ("Listings Requirements") and is not subject to approval by OneLogix shareholders. In compliance with section 9.16 read together with paragraph 10.21 of schedule 10 of the Listings Requirements, the memorandum of incorporation of the company does not frustrate OoneLogix in any way from compliance with its obligations in terms of the Listings Requirements. Nothing contained in the memorandum of incorporation of the Company relieves OLG from compliance with the Listings Requirements.