individual thinking collective success€¦ · community upliftment 47 annual ﬁ nancial...

Individual thinking, collective success

Integrated Annual Report 2013

Content

Scope and boundary IFC

OneLogix at a glance 1

Logistics supply chain model 2

Highlights 3

Group at a glance 4

Group structure 6

Our business model 7

Value-added statement 8

Our African footprint 9

Our investment case 10

Five-year review 10

Group strategy 13

Material issues and strategic focus 14

Key risks 15

Milestones 16

Stakeholder engagement 17

Leadership 19

Ethical leadership 20

Chairperson’s report 21

CEO’s report and operational reviews 22

Directorate 26

Executive teams 28

Reports to stakeholders 30

Corporate governance 31

Risk management 37

Our people 39

Remuneration report 45

Environmental conservation 46

Community upliftment 47

Annual fi nancial statements 49

Shareholder information 93

Shareholder analysis 94

Shareholders’ diary 95

Notice of annual general meeting 96

Form of proxy 101

Defi nitions 104

Contact details IBC

OneLogix Limited

Registration no.: 1998/004519/06

ISIN: ZAE 000026399

JSE Main Board sector: Transportation Services

Share code: OLG

Listing date: 11 September 2000

Shares in issue: 231 595 235 (31 May 2013)

Navigation toolkitThe following icons represent easy reference to related content.

For an explanation of the material issues’ icons, please see page 14.

Go towww.onelogix.com

Key facts

Go to www.onelogix.com

The complete integrated report 2013 is also available on our website.

Scope and boundary

The directors of OneLogix are proud to present the company’s

fourth integrated annual report.

OneLogix operates in the logistics industry in Southern Africa

through eight companies offering specialised logistics services

within well-defi ned niches. The company’s shareholding interests

in the operating companies range from 40% to 100%. The specifi c

nature of the services in the operating companies sets relatively

high barriers to entry, with each business having built a strong

positioning in its chosen market.

This integrated annual report represents a holistic overview of the

company’s performance for the year 1 June 2012 to 31 May 2013

in terms of fi nancial, social, economic and governance parameters

and overall sustainability. It seeks to communicate the company’s

business strategy and planning as well as all other relevant issues

in an open and balanced manner. We believe it projects an honest

and balanced approach to sustainability that encompasses a fair

account of all of the capitals employed by the group in our

business activities and which we thereby impact.

The scope of the report encompasses all eight operating

companies within two reportable segments: Specialised Transport

and Retail. A non-reportable segment, Other – Logistics Services

includes the remaining businesses that are involved in providing

services to the logistics industry. It does not extend to sustainability

information in respect of each of the 263 independent franchise

entities operated under the PostNet brand.

OneLogix’s operational activities are based primarily within South

Africa. However, operations in all the segments extend either

their infrastructural or services reach into the greater southern

African region.

AssuranceTo ensure the integrity of sustainability reporting in the group, the following assurance has been undertaken:

Business process Nature of assurance Status Assurance provider

Operational/financial risk

Annual financial statements Unqualified audit Assured PwC

Empowerment

B-BBEE BEE scorecard Assured EmpowerDex

Safety

Health and safety Internal assurance Internal assurance Group SHEQ Manager

Quality

Quality assurance (United Bulk)

ISO 9001:2008 Quality Management Systems Assured SABS

Ethics

Whistleblowing hotline Assured PwC

Statement of responsibilityThe Audit and Risk Committee acknowledges its responsibility

on behalf of the board to ensure the integrity of this integrated

annual report 2013. The committee has accordingly applied its

mind to the report and believes that it appropriately and

suffi ciently addresses all material issues, and fairly presents the

integrated performance of OneLogix and its subsidiaries for the

year within the scope and boundary above. The Audit and Risk

Committee recommended this integrated annual report 2013 to

the board for approval

The integrated annual report 2013 is available in hard copy on

request from the registered offi ce (see the IBC of this report) and

is also posted on the group’s website: www.onelogix.com | For further information, please contact the representative of the

company secretary (see Contact Details on the IBC).

Forward-looking statementsThis integrated annual report contains forward-looking

statements that, unless otherwise indicated, refl ect the

company’s expectations as at 31 May 2013. Actual results may

differ materially from the company’s expectations if known and

unknown risks or uncertainties affect its business, or if estimates

or assumptions prove inaccurate. The company cannot guarantee

that any forward-looking statement will materialise and,

accordingly, readers are cautioned not to place undue reliance on

these forward-looking statements. The company disclaims any

intention and assumes no obligation to update or revise any

forward-looking statement even if new information becomes

available as a result of future events or for any other reason, save

as required by regulation and/or legislation.

FeedbackThe OneLogix group directs considerable energy towards ensuring a successful organisation with a sustainable future for all stakeholders.

With this in mind we extend an open invitation to send any constructive views on this report to CEO Ian Lourens ([email protected]).

Alec Grant Ian Lourens Geoff Glass

Audit and Risk Committee Chairperson CEO FD

VDS was established in 1988 by Neville Bester, the largest shareholder in the

OneLogix group. Coupled with the substantial risks of starting a new

business, the additional challenge of delivering vehicles as far afi eld as

Uganda was certainly not for the faint hearted.

With an unfailing belief that he would prevail, Neville employed a few drivers

and led self-drive convoys from Durban harbour into the then infrastructurally

defi cient Africa. These journeys took up to ten days. Following delivery, the

next hurdle was getting back home. Tales of an undaunted Neville driving a

Kombi full of tired but intrepid drivers back home are part of VDS lore.

With growing market acceptance of ‘off wheels’ delivery options and the

purchase of larger trailers from Europe, VDS slowly increased its delivery

fl eet to over 20 vehicles. Simultaneously VDS’s capability of offering control

points both within South Africa and cross border were welcomed by an

expanding customer base. As a result the business continued to grow and

prosper.

Today Neville remains at the helm and VDS continues to exhibit the ‘can do’,

resilient, innovative and self-confi dent approach which formed the foundation

of a successful business all those years ago.

Market leader in local and cross-border auto logistics

Up to 900 vehicles delivered per day

Up to 300 collection points; ± 1 000 delivery locations

> 250-strong fl eet of delivery trucks and trailers

Storage capabilities for > 15 000 vehicles

Strong IT support platform

Ability to fully integrate with customers’ supply chain

Established track record in greater southern Africa

Entrepreneurship involves a willingness and confi dence to

face and triumph over adversity.

Logistics supply chain model ............................. 2

Highlights ............................................................. 3

Group at a glance ................................................ 4

Group structure ................................................... 6

Our business model ............................................. 7

Value-added statement ....................................... 8

Our African footprint ............................................ 9

Our investment case ...........................................10

Five-year review ..................................................10

Key facts

OneLogix at a glance

OneLogix Integrated Annual Report 2013

2 Logistics supply chain model


Logistics

Supporting logistics with service delivery

Repair Asset managementIntelligence

Retail Delivery

StorageTransportationOrigin

1 2 3

45


0

24 000

48 000

72 000

96 000

120 000

1312111009 1312111009

97 4

89116

140

79 8

81

57 4

68

64 4

25

Cash generated from operations*(R’000)

0

5

10

15

20

25

1312111009 1312111009

23,5

23,1

20,3

20,8

14,2

ROE (%)

0

9

18

27

36

45

1312111009 1312111009

44,3

39,5

38,0

37,2

42,2

Gearing ratio (excluding cash on hand) (%)

Operations Latest acquisitions successfully integrated and performing well

Successful amalgamation of RFB Logistics and OneLogix Projex to create one operating entity in the project management of abnormal loads and general freight markets

Strong customer retention and customer base growth

Highlights

0

175 000

350 000

525 000

700 000

875 000

1 050 000

1312111009

0

1312111009

1 0

40 3

01

864

097

673

542

471

626

388

245

Revenue*(R’000)

0

6

12

18

24

30

1312111009

25,0

21,4

18,3

11,8

8,9

HEPS*(cents)

0

18 600

37 200

55 800

74 400

93 000

1312111009 1312111009

92 5

36

90 4

20

71 0

67

51 6

76

41 9

96

Operating profi t*(R’000)

Revenue

20% to+R1 billion

HEPS

14%Operating income excluding profi t on sale of assets

10%

HEPS from continuing operations

17%

Successfultransition to

JSE Main Board

Total distribution for the year of

9,5 cents per share

Margin squeeze

Positive employee relations

Car-carrier industry permit issues resolved

Atlas Panelbeaters extends OEM accreditations

Final exit from media business

Continued evaluation of acquisition opportunities

* From continuing operations

3

Group at a glance

89%

2012

90%

2013

3%

2013

3%

2012

2013

7%

2012

8%


4

* minority interest

Companyreference

Year established

Specialised Transport

Revenue contribution VDS A recognised leader in both the local and cross-border

auto-logistics market1988

CVDS Provides an auto logistics service for vehicles in excess of

3,5 tons, on their own wheels, to destinations throughout

South Africa and neighbouring countries

2007

OneLogix Projex

Provides logistics for the movement of large shipments of

abnormal and general freight through the port of Durban,

the country’s largest port

1991RFB Logistics established

2010OneLogix Projex, established in-house

2013Amalgamated

United Bulk Specialises in transporting high value and liquid

hazardous chemicals, oils, acids, food grade product

and petroleum gas

1996

Retail

Revenue contribution PostNet Provides business service centres with a

primary offering of courier services, which fits

strategically with the group’s focus on logistics

1994

Other – Logistics Services

Revenue contribution Atlas Panelbeaters

Offers accident repairs, structural repairs to chassis,

cab rebuilds, specialised spray painting and an accident

recovery service for commercial trucks

2002

QSA Developer of transport-related accounting software used

extensively within the OneLogix group. The software

includes transport-specific monitoring of fuel and tyre

consumption, workshop and spares management, fixed

asset register control with an ability for full income

reporting per truck

1996

Drive Report* Driver behaviour management company with two pillars:

DriveCam and Drive Report, both aimed at addressing cost

optimisation and road safety (two key factors within the

logistics industry)

2000


5

Year joined OneLogix

MD and years of service

Numberof staff Footprint

Customer base

2001 Neville Bester 25 years

680 Head office in Kempton Park

with branches in Durban, East

London, Port Elizabeth, Cape

Town, Beitbridge, Harare and

Lusaka

Includes Mercedes-Benz, BMW, Volkswagen,

General Motors, Hyundai, KIA, Chrysler,

Toyota, Nissan, Volvo, Porsche, Suzuki,

GWM and Ford. Private clients, motor fleet

operators and inter-dealer move requirements

2007 Dick van de Zee

6 years

268 Gauteng, Pinetown and East

London

Includes MBSA (Mercedes-Benz, Freightliner

and Fuso), Volvo, MAN Truck and Bus

(including Volkswagen Trucks), Renault,

UD and Hino

2010

2013(Amalgamated)

Nadir Moosa 3 years

122 Durban harbour precinct and

Johannesburg

Includes Rohlig-Grindrod, Bidvest Panalpina,

DB Schenker, Hellman Worldwide Logistics,

Santova, Babcock, Barloworld Logistics,

Doosan and Group Five

2013 Patrick Pols 17 years

207 Headquarters in

Vanderbijlpark with branches

in Worcester and Durban

Includes Sasol, Afrox, AECI, Omnia, Distell,

KWV, Engen, Totalgaz and Kayagas

1994 ChrisWheeler 19 years

32 Head office in Midrand with

branches in Cape Town, Port

Elizabeth and Durban, and

263 franchised outlets

throughout South Africa

60 000 private and SMME customers per day

2010 Morné Nel 3 years

61 Springs head office and

workshops

Includes Grindrod, Imperial Logistics, Elite

Truck Hire. McDonalds Transport

2013 Chris Cloete

17 years

4 Centurion head office Includes Reinhardt Transport, Stols Vervoer,

HFR, VDS

2013 Louis Swart 13 years

42 Head office in Benoni with

satellite offices in Cape Town,

Bloemfontein and Nelspruit.

Fleet customers include Super Group, Imperial,

Unitrans, DHL, Eskom, BP, Shell, Sasol and

Barloworld Logistics

CEO

FDCOO

Internal Audit

Group Finance and Admin

Group HR

Group ITGroup SHEQ

100%*

75%*

90%*

60%*

Specialised Transport Retail

100%*


65%*

40%*

55%*

6 Group structure


* Percentage owned by OneLogix


The purpose of OneLogix is to be at the forefront of offering world-class logistics and related services to the entire

southern Africa region.

Our vision is that each of the companies within the group will aim to be the supplier of preference to its respective market

in recognition of its product quality and customer service excellence.

Our values are operating imperatives through which we drive our group companies to realise our vision:

Companies within the group or those targeted for future

incorporation must operate a specifi c business model with

defi nite key characteristics:

Entrepreneurial in nature

Occupy a well-defi ned logistics market niche

Strong positioning in market niche

Sustainable prospects

Defi ned, pervasive, strict customer focus

Strong business processes that facilitate the maximisation

of operating margins

Create an innovative culture that empowers and motivates

management and staff

A commitment to excellence All employees are encouraged to continually operate at

their individual optimum levels and to enjoy contributing

their very best performances.

They are expected to operate at high energy levels and

with immediacy in seeking solutions to challenges.

Teamwork All employees understand the importance to success of

specialist input from different people.

They work with a common goal in mind and in an

environment which encourages every participant of a

team to perform optimally.

Integrity All actions are based on sound principles and intentions.

Respect Each person is seen as an individual deserving of respect.

Fairness All people are treated in a reasonable and equitable

manner which strives to be objective and fair.

Accountability Everyone within the group will be held accountable for all

their actions both within the business environment and

outside of the company within their community.

Trust Staff are trusted to act in the best interests of the company

in a reciprocal relationship, and trust amongst colleagues

is actively encouraged.

Decentralised management structureThe group operates on a decentralised management structure

wherein the leaders of each business are encouraged to continue

their entrepreneurial building of the business, supported by the

centre.

OneLogix

Operating companies

Administration

Strategic direction and guidance

Human resources

Balance sheet

Capital raising

Informationtechnology

Acquisition (funding andadministrativesupport)

Finance

7Our business model


Value-added statement8

2013

R000 %

2012

R000 %

Revenue 1 040 301 864 097 Purchases from suppliers for goods and services (632 266) (524 810)Profit from discontinued operations 8 762 2 103 Share of profits from associate 4 814 –

Value added 421 611 341 390

Value distributedEmployees 264 445 63 205 066 60Taxation 22 237 5 23 750 7Finance providers 13 071 3 8 917 2Shareholders 24 633 6 23 004 7Asset replacement 51 054 12 43 801 13Profits retained for future expansion 46 171 11 36 852 11

421 611 100 341 390 100

Value distributed

2013

Employees 63%

Asset replacement 12%

Profits retained for future expansion 11%

Shareholders 6%

Taxation 5%

Finance providers 3%

Employees 60%

Asset replacement 13%

Profits retained for future expansion 11%

Shareholders 7%

Taxation 7%

Finance providers 2%

2012


Our African footprint 9

Port ElizabethCape Town

East London

Johannesburg

BotswanaNamibia

Angola

South Africa

Malawi

Zambia

DemocraticRepublicof the Congo

Tanzania

Lusaka

Harare

Beitbridge

Durban

Zimbabwe

Bloemfontein

NelspruitJohannesbJ hohannesbThe primary geographical area of

operation is within South Africa

Botswana

Ha

ZimbbabweControl and monitoring point for VDS at Beitbridge

ast Londo

banDur

uitspruituitsNels

VDSCVDSUnited BulkOneLogix Projex

PostNet

Atlas PanelbeatersQSADrive Report

Gauteng

VDS

PostNet

Port ElizabethVDSCVDS

PostNet

Drive Report

Cape Town

The group’s African footprint was pioneered by VDS and has progressively grown over the past 25 years.

Retail


Specialised Transport

ort Elizabeth

East LondonVDSCVDS

Zimbabwe

Particular strengths of the offi ce

include a substantial refuelling

capacity, control point and a service

centre for group customers in the

region.

Zambia

The Zambia (Lusaka) offi ce is the

control point for the VDS Zambia

registered fl eet. It also performs

enroute repairs and acts as a service

centre for customers in the region.

This footprint will continue to

facilitate penetration of the region by

particularly CVDS, OneLogix Projex

and United Bulk.

South Africa

The primary geographical area of

operation is within South Africa

where the group has an extensive

and appropriately sophisticated

infrastructure of offi ces, storage

facilities and workshops. This

infrastructure ensures that the group

offers a true national footprint to its

customers.

n

Atlas PanelbeatersQSADrive Report

on

VDSCVDSUnited BulkOneLogix Projex

Durban

PostNet

South Af

BloemfonteinDrive Report

ridgertbtb

spruitselss Gauteng

NelspruitDrive Report

Malawila

rarera

e

The Zimbabwean and Zambian offi ces were established to fulfi l the function of a general control and monitoring point for the VDS fl eet


10 Our investment case

Favourable market positioning of each business

Empowering and entrepreneurial company structure and culture

Structured to easily assimilate acquisitions

Strong and focused management teams

Tradition of excellent customer service (empirically verifi ed)

Management shareholding ensures strong vested interest in a successful company

The statement of comprehensive income and cash fl ows distinguish discontinued operations from continuing operations.

Comparative fi gures have been restated.

2013

R’000

2012

R’000

2011

R’000

2010

R’000

2009

R’000

Group statement of comprehensive incomeRevenue 1 040 301 864 097 673 542 471 626 388 245Operating and administration costs (896 711) (729 876) (563 815) (386 548) (320 107)

Earnings before interest, taxation, depreciation and amortisation (‘EBITDA’) 143 590 134 221 109 727 85 078 68 138Depreciation on property, plant and equipment and amortisation of intangibles (51 054) (43 801) (38 660) (33 402) (24 444)Impairment of intangible assets – – – – (1 698)

Operating profit 92 536 90 420 71 067 51 676 41 996Net finance costs (13 071) (8 917) (4 542) (9 142) (12 859)Share of profits from associate 4 814 – – – –

Profit before taxation 84 279 81 503 66 525 42 534 29 137Taxation (22 237) (23 750) (18 635) (12 265) (9 030)

Profit from continuing operations 62 042 57 753 47 910 30 269 20 107Profit from discontinued operations 8 762 2 103 2 279 12 354 4 562

Profit for the year 70 804 59 856 50 189 42 623 24 669Other comprehensive income:Revaluation of land and buildings – – 1 300 – –Currency translation differences 161 165 (38) – –Income tax relating to components of other comprehensive income – – (182) – –Deferred tax increase due to CGT inclusion rate increase – (760) – – –

Total comprehensive income 70 965 59 261 51 269 42 623 24 669

Profit attributable to:– Owners of the parent 65 488 53 729 38 697 34 711 20 391– Non-controlling interest 5 316 6 127 11 492 7 912 4 278

Profit 70 804 59 856 50 189 42 623 24 669

Total comprehensive income attributable to:– Owners of the parent 65 649 53 134 39 550 34 711 20 391– Non-controlling interest 5 316 6 127 11 719 7 912 4 278

70 965 59 261 51 269 42 623 24 669

Five-year review

for the year ended 31 May 2013


11

2013

R’000

2012

R’000

2011

R’000

2010

R’000

2009

R’000

Group statement of financial positionAssetsNon-current assetsProperty, plant and equipment 446 418 327 555 274 241 217 682 213 406Intangible assets 66 289 31 982 32 498 33 550 56 370Interest in associate 33 935 – – – 120Loans and receivables 7 219 6 498 6 271 6 887 279Deferred taxation 1 474 2 155 1 492 – –Current assetsInventories 10 090 14 759 12 157 9 525 5 044Trade and other receivables 148 994 119 210 105 460 88 866 67 601Current tax receivable 5 512 1 943 1 035 2 229 –Cash and cash equivalents 54 749 102 494 42 791 60 233 27 399

Total assets 774 680 616 596 475 945 418 972 370 219

Equity and liabilitiesEquityOrdinary shareholders’ funds 292 272 264 498 200 226 181 889 153 482Non-controlling interests 17 184 5 892 30 046 19 427 14 728LiabilitiesNon-current liabilitiesInterest-bearing borrowings 149 722 122 431 81 286 61 208 68 042Deferred taxation 51 605 26 846 21 080 20 196 18 605Share-based compensation liability – – 4 132 1 986 903Current liabilitiesTrade and other payables 156 088 136 211 95 595 86 330 69 037Interest-bearing borrowings 74 137 50 017 41 554 46 506 44 118Vendor liability 9 000 – – – –Non-controlling interest put option 16 206 – – – –Current tax liabilities 1 616 701 2 026 1 430 1 304Bank overdrafts 6 850 – – – –

Total equity and liabilities 774 680 606 596 475 945 418 972 370 219



12 Five-year review (continued)

2013

R’000

2012

R’000

2011

R’000

2010

R’000

2009

R’000

Net cash generated from operating activities– continuing operations 97 489 116 140 79 881 57 468 64 425– discontinued operations (58) 2 934 1 846 8 050 9 240

97 431 119 074 81 727 65 518 73 665

Net cash flows from investing activities– continuing operations (88 482) 5 108 (18 024) 434 (9 166)– discontinued operations (62) (462) (835) 27 975 (1 677)

(88 544) 4 646 (18 859) 28 409 (10 843)

Net cash flows from financing activities– continuing operations (63 517) (64 195) (78 829) (61 077) (44 512)– discontinued operations (75) 65 (1 444) (16) 88

(63 592) (64 130) (80 273) (61 093) (44 424)

Net (decrease)/increase in cash resources (54 705) 59 590 (17 405) 32 834 18 398Cash and cash equivalents at beginning of year 102 494 42 791 60 233 27 399 9 001Exchange gain/(loss) on cash 110 113 (37) – –

Cash and cash equivalents at end of year 47 899 102 494 42 791 60 233 27 399

Number of shares in issue (‘000)– Total 225 658 225 658 202 131 210 131 210 131– Weighted 225 658 219 355 203 789 210 131 210 131– Diluted 231 258 223 715 203 789 210 131 210 131Basic earnings per share (cents)– Basic earnings per share 29,0 24,5 19,0 16,5 9,7

– Basic earnings per share from continuing operations 25,1 23,8 18,3 11,8 8,4

– Basic earnings per share from discontinued operations 3,9 0,7 0,7 4,7 1,3

Diluted basic earnings per share (cents)– Diluted basic earnings per share 28,3 24,0 19,0 16,5 9,7

– Diluted basic earnings per share from continuing operations 24,5 23,3 18,3 11,8 8,4

– Diluted basic earnings per share from discontinued operations 3,8 0,7 0,7 4,7 1,3

Headline earnings per share (cents)– Headline earnings per share 25,1 22,1 19,0 13,0 10,2

– Headline earnings per share from continuing operations 25,0 21,4 18,3 11,8 8,9

– Headline earnings per share from discontinued operations 0,1 0,7 0,7 1,2 1,3

Diluted headline earnings per share (cents)– Diluted headline earnings per share 24,5 21,7 19,0 13,0 10,2

– Diluted headline earnings per share from continuing operations 24,4 21,0 18,3 11,8 8,9

– Diluted headline earnings per share from discontinued operations 0,1 0,7 0,7 1,2 1,3

CVDS was originally established in 2007 as an in-house initiative between

OneLogix and Dick van der Zee, an Eastern Cape entrepreneur involved

in the trucking and motor industry. OneLogix had successfully grown

and positioned VDS as a leading South African cross-border auto-

logistics company, and recognised that its disciplines and experience

could be applied to a company in an adjacent market. OneLogix

management therefore broached the possibility of entering the truck

delivery market with one of its customers.

Understanding the power of a motivated entrepreneur, the group

approached a like-minded Dick to lead the new venture as a fellow

shareholder.

CVDS was the fi rst instance at OneLogix of utilising the group’s

established management platform to enable another business to realise

its full potential.

CVDS started off with one customer in the Eastern Cape and it was not

long before it had proved its mettle. Strong and focused attention on

meeting highly demanding customers’ expectations proved to be central

to its growth.

Today CVDS has not only acquired substantial market share with an

ever-increasing customer base, but also boasts an unparalleled near-

perfect delivery record, something it has sustained for the full seven

years of its existence.

Group strategy

Offers a complete supply chain solution in commercial vehicle logistics

Service points in Gauteng, Pinetown and East London

Holds > 50% market share

Moves up to 2 500 vehicles per month

150 collection points; > 350 destination locations

On-time delivery performance average of 99,8%

Storage capacity for over 2 000 vehicles

Material issues and strategic focus ....................14

Key risks ..............................................................15

Milestones ...........................................................16

Stakeholder engagement ....................................17

Entrepreneurs must have the ability to see

opportunities that others don’t see and the

aptitude to turn this vision into reality.

Key facts


Material issues and strategic focus

Material issues facing OneLogix OneLogix’s strategic focus

Sustained growth of group businesses

Ensuring that business models within the

group are resilient and sustainable

• Maintaining competitive advantages

• Maintaining a healthy financial position for

all companies

• Successfully integrating various strategic

inputs at all times

• Ensuring responsible and safe operations

• Regulatory compliance

Protecting the company’s reputation

• Ensuring positive stakeholder relationships

• Developing empowering and retaining skilled

people

• Focusing intently on customer service

• Fostering a workforce centred on excellence

and respect at all times

Developing and maintaining high calibre staff

Developing leadership and people

• Continually focusing on maintaining a high

performance culture

• Ensuring the entrepreneurial attitude of

management and staff is maintained and

enhanced

• Providing opportunities for people

development and related recognition and

reward

• Ensuring a functionally efficient ethos of

teamwork

• Creating an enabling culture based on a

clear value system that ensures staff

identification with business goals

Insight into the implications of State-driven initiatives

Sustaining an intimate understanding of the

markets of operation within the group

Enhancing the group’s entrepreneurial

approach

Understanding the dynamics of the competitive landscape




approach

Sourcing suitable acquisitions

Market intelligence

• A suitable acquisition model

Anticipating customers’ future needs


approach

• Encouraging creative approaches to existing

and new market opportunities

• Rewarding innovative responses to

challenges



• Constant monitoring of the nature and

dynamics of each market

• Ensuring the best possible value proposition

is presented to the market at all times

• Continually evaluating new opportunities in

existing markets as well as new markets

Meeting and exceeding customers’ expectations

Striving for operational excellence across all

aspects of the businessDeveloping an appropriate supplier network

All round operational effi ciencies (including excellence in fi nancial management)

Striving for operational excellence

• Thoroughly understanding business

processes and cost structures enabling

sustainable and competitive pricing options

• Continually reviewing operations with a view

to increasing productivity

• Integrating newly acquired or newly

established companies into the OneLogix

operational system in an efficient and

productive manner

• Maintaining an appropriately motivated,

skilled, competent and value driven

workforce

14


Key risks

Risk processThe OneLogix executive management team is responsible for identifying key risk areas facing the group as well as control issues

relating to risk. Consideration is given to profi t growth, return on investment and debt levels against targets set during the annual

budget process. This process involves continual review of risk on a monthly basis.

The reviews are in turn tabled with the Audit and Risk Committee, which gains a keen insight by discussing the risks further in person

with the executive management team. The committee tests the group’s risk tolerance levels once a year and recommends changes to

policy if required, taking into account profi tability, liquidity/solvency and utilisation of assets. These fi ndings are communicated to and

sanctioned by the board of directors, which takes ultimate responsibility for management of the group’s risk. The entire process is

designed to manage rather than eliminate risk.

Risks are classifi ed in the following categories:

Economy

Business strategy

Financial

IT

Industrial relations

Human resources

Operations

Regulatory

Environmental

Safety, health and environment

Social

The major risks facing the group include:

The stated intention of central government to transport

greater volumes and types of freight on an improved rail

system

Margin squeeze experienced by several of the group

companies

Dependence on earnings generated by VDS, the largest

entity within the group

Unstable labour relations within the freight and related

industry

Possible steps by the postal regulator to discourage mail

box rentals by PostNet retail outlets

Sourcing and keeping quality drivers across the group

Fuel theft

15


Milestones16

OneLogix lists on JSE

PostNet and Media Express part of group‘00

Acquires VDS ‘01

OneLogix transfers to AltX

Acquires controlling interest in 4Logix

Introduces B-BBEE initiative when a B-BBEE Staff Trust and Izingwe Capital acquire 25% of main operating subsidiary OneLogix (Pty) Limited

‘04

Enters abnormal and general freight market

Acquires RFB Logistics

Disposes of interest in 4Logix

‘09

‘06Substantial upgrade of VDS fl eet and expansion of infrastructure

‘07Extend footprint in media logistics space

Acquires Press Support and 60% of Magscene

CVDS established within the group

Acquires a 55% stake in QSA

Final exit from media logistics space

Disposes of Magscene to CTP Limited

Acquires a 60% stake in United Bulk

Acquires a 40% stake in Drive Report

Transfers to JSE Main Board: Transportation Services Sector

Surpasses R1 billion revenue mark

‘13

‘11B-BBEE fl ip up so that Izingwe Capital and OneLogix BEE Trust hold 10,25% and 2,56%, respectively, in the company

Acquires Atlas Panelbeaters

Established OneLogix Projex within the group

Commencement of exit process from media logistics industry

Disposes of Press Support, Media Express and minority interest in Internet Express

Acquires additional 20% share in Magscene (total shareholding now 80%)

Pays maiden capital distribution

Recognised as top performing share price on AltX for the 2010 year

Wins prestigious AltX Performance Award (African Access National Business Awards)

‘10

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Stakeholder engagement

OneLogix recognises that building mutually benefi cial long-term relationships with all stakeholders is fundamental to creating

sustainable value.

The table below sets out our stakeholder engagement processes and how we integrate feedback into strategy and business operations.

It is a given that stakeholder interests are dynamic and require continual and adaptive management attention, which is ongoing.

What matters to them How we communicate and gather feedback Our response

Employees

• Job security

• Career and personal

development

• Rewards for excellent

performance

• No discrimination

• Communication

• Quality work environment

• Health and safety

• Individual performance reviews

• Regular formal and informal interaction with staff

• Regular formal job satisfaction and cultural climate surveys

• Training sessions

• The second annual staff satisfaction survey was undertaken

at VDS, OneLogix Projex, PostNet and Atlas Panelbeaters.

Findings include:

– overwhelming majority of people enjoy working at their

particular company;

– vast majority of staff are clear as to what is expected

of them;

– vast majority believe that their particular company is

ethical, professional, sustainable and a good corporate

citizen; and

– attention must be directed at improving communication

both intra-group and intra-company.

• Promotion preference from

within group

• Increased investment in

development and training

• Group bursary scheme for

staff (and their children)

• Monthly newsletter

• Regular meeting with unions

and non-unionised staff

• Constant internal discussions

with staff re-enforce company

culture, Code of Conduct,

policies and procedures

• Open door policy throughout

the group

• Ongoing health and safety

programmes

Customers

• Service delivery

• Resolution of problems

• Competitive pricing

• Communication

• Maintain healthy and professional relationships via:

– clear service contracts;

– involvement of senior staff;

– regular face to face meetings;

– email updates and systems interaction;

– call centres;

– general availability of staff; and

– events.

• Company and product brochures

• Annual customer surveys

• A second annual customer satisfaction survey was

conducted at VDS with the following findings:

– VDS is seen as both a superior car-carrier and a general

service provider to the industry;

– communication with customers at all levels is deemed to

be outstanding; and

– the company is clearly perceived to be ethical,

professional, sustainable and a good corporate citizen.

• Strong focus on customer

service

• Constant monitoring of health

of relationship by all senior

management

• Constant two-way

communication

Employees Customers Suppliers Shareholders/Investors

Funders (providers of debt)

Government Local communities

OneLogix

17


Stakeholder engagement (continued)

What matters to them How we communicate and gather feedback Our response

Suppliers

• Clear communication of

expectations

• Clarity around delivery

requirements

• Adherence to payment terms

• Communication on future

direction of company

• Contracts and service agreements

• Meetings and workshops

• Training

• Events

• Focus on suitably qualified BEE operations

• Professional relationships that

ensure impartiality and no

corruption

• Regular communication with

appropriate staff including

senior management

• Timeous payment and fair

business practice

Shareholders/investors

• Financial performance

(including ability to service

debt, solvency and liquidity)

• Sustainable growth/returns

• Company reputation

• Communication

• Annual and interim reports

• Results presentations

• SENS announcements

• General meetings

• Site visits

• Road shows

• Regular one-on-one meetings

• JSE showcases

• Comprehensive website

• Immediate availability of executive management team

• Engage with financial media

• Ongoing engagement and

communication

Funders (providers of debt)

• General prospects of business

• Key operating ratios (e.g.

liquidity, gearing, interest

cover, solvency)

• Regular formal and informal interaction

• Review of facilities

• Regular internal

communication and review of

business operations

• Consider alternative options

e.g. vendor finance share

issues etc.

Government

• Job creation

• Regular and compliant tax

payment

• Compliance with all laws and

regulations

• Regular communication with appropriate government

departments

• Strong history of compliance

Local communities

• Job creation

• Social development

• Dialogue with local community interest groups • CSI spend

18

In late 2009, OneLogix acquired 100% of Durban-based harbour-

oriented general freight and abnormal load logistics company, RFB

Logistics. The then managing director Mark Snowball was an inveterate

entrepreneur looking to emigrate, yet indicated a willingness to continue

at the helm for a few more years.

At the same time OneLogix management was presented with an

opportunity to harness the services of an experienced management

team from a similar, disbanded business. As a result the group

established OneLogix Projex in 2010.

Since both RFB Logistics and OneLogix Projex operate in similar

markets, it made commercial sense to merge them into one group

company under the banner of OneLogix Projex. This became effective in

2013.

The management platform developed and perfected by OneLogix at

VDS, was again successfully deployed to these companies. The new

OneLogix Projex has benefi tted from the group’s extensive knowledge

base of administration and fi nancial control, workshop management,

fl eet management and IT systems.

The present OneLogix Projex team, led by Nadir Moosa, Ronnie

Robertson, Karan Pillay, Sagie Moodley and Krish Bhimsan has fully

embraced the OneLogix culture.

Leadership

Well-established reputation of handling large scale project work, including abnormal cargo

Services include load consolidation, packing and unpacking, storage, cross-haul and long-haul

Ideally located within Durban port precinct

Accredited to enter any port in South Africa

Regularly undertakes cross-border work as far as DRC

Fleet of 57 trucks with superlink, fl atbed, lowbed, extendable and step deck trailers

Flexibility of moving loads from < 1 ton to 150 tons

Vast country-wide network of subcontractors to enhance fl exibility

Strong and established reputation for outstanding customer service

Over 1 500 satisfi ed customers

Typically, entrepreneurship is

stimulated by an opportunity.

Key facts

Ethical leadership .............................................. 20

Chairperson’s report ........................................... 21

CEO’s report and operational reviews .............. 22

Directorate .......................................................... 26

Executive teams ................................................. 28


20 Ethical leadership

In accordance with the board charter, the board is the ultimate

guardian of the group’s values and ethics and in the execution of

its duties strives to embody these values as an example to the

group. It follows that the board aims to integrate responsible

corporate citizenship into the company’s growth strategy as well

as into daily operations in order to ensure the sustainability of the

business.

As an implicit and explicit business imperative, the directors

and senior management of each group company continually

strive to conduct business with the utmost integrity towards all

stakeholders.

The Social and Ethics Committee, a newly established statutory

committee of the board, monitors the group’s compliance with

relevant social and ethical requirements and best practice to

ensure that the group is meeting its responsibility to its various

stakeholders. The committee has at the outset reviewed the

group’s Code of Conduct, which is explicitly based on the

group’s published Value System (available on the website:

www.onelogix.com | ) and addresses the following issues:

• business is to be conducted with integrity, mutual respect and

professionalism, in order to enhance the company’s reputation;

• zero tolerance for any form of corruption, unethical business

practice and behaviour that contravenes a law, regulation or

accepted norms of society;

• avoidance of actual or potential confl icts of interest that may

compromise an individual’s ability to act in the company’s best

interest;

• refusal of gifts, hospitality or other forms of favour from third

parties in return for any kind of favour, service or treatment;

• desisting from direct or indirect discriminatory practices and

supporting the process of sustainable and real transformation;

• safeguarding the use of company assets for legitimate

purposes only;

• protecting the confi dentiality of company information;

• adhering to systems of internal control designed to meet the

company’s strategic objectives;

• subscribing to and acting in accordance with sound health,

safety and environmental practices;

• generally applying good corporate governance and high ethical

standards in all instances; and

• generally complying with all the laws of the countries within

which the group operates.


Sipho M PityanaChairperson

21Chairperson’s report

OneLogix has again delivered a pleasing performance despite a

trying year. This is testament to the strategic positioning of the

group in well-defi ned logistics niches of South Africa and

southern Africa, the strength of the business model and the

quality and depth of management skills.

OneLogix remained a stellar performer on the JSE’s AltX with the

share price appreciating by 67% over the fi rst six months of 2013,

before we transitioned to the JSE Main Board in June and are

now listed under the ‘Transportation Services’ sector.

I am proud that in a very real sense the group contributes to the

effi cient logistical infrastructure of the southern Africa region,

which is critical in ensuring the functional competitiveness of

South Africa and the greater area.

Buys and saleThe group continued to hone its focus and market positioning

with three strategic acquisitions. The two largest of these, United

Bulk and Drive Report, are set to prove valuable contributors in

the future. Both sellers remain fi rmly invested, consistent with the

proven OneLogix model of acquiring entrepreneurial businesses

to which it can provide a management platform for expansion

and to help them realise inherent potential. In addition OneLogix

divested of its last media logistics interest when it sold its stake

in Magscene during the year.

DirectorateWe were deeply saddened by the passing of Joe Modibane in late

February 2013. Joe was a long-standing board member and his

valuable insights into the business will be missed. He was an

independent non-executive director, Chairperson of the

Remuneration Committee and a member of the Audit and Risk

and Social and Ethics Committees.

His position on the Audit and Risk Committee has been

temporarily fi lled by non-executive director, Andrew Brooking,

“ OneLogix remained a stellar

performer on the JSE’s AltX with

the share price appreciating by

67% over the fi rst six months of

2013, before we transitioned to

the JSE Main Board.”

until a suitable independent non-executive replacement can be

appointed. In mid-April independent non-executive director

Lesego Sennelo was appointed Chair of the Remuneration

Committee.

Transformation During the year OneLogix retained its Level 4 BEE rating. Going

forward particular attention will be focused on skills development

programmes within the group.

Outlook Trying business conditions are expected to continue in the short-

term. OneLogix will remain focused on growing and developing

existing businesses to their full potential. New acquisitions will be

identifi ed in line with our proven strategic approach.

The OneLogix businesses are well-conceived and well-managed.

Our management and employees continue to perform at the

highest levels of excellence, and for that I would like to express

my deepest appreciation. It is a key to our success. I believe that

the enabling culture within the group facilitates our performance

by continually encouraging and empowering people.

I would also like to thank our business partners, customers,

suppliers, business advisers and shareholders for their ongoing

invaluable support.

Sipho Pityana

Chairperson

26 August 2013


CEO’s report and operational reviews

2013 was a landmark year in that for the fi rst time the group

exceeded R1 billion revenue. This was largely driven by organic

growth, supplemented by acquisitive growth in the second half of

the year.

During the year the group made three acquisitions: United Bulk,

Drive Report and QSA, all of which contributed positively to

earnings during the latter few months. These acquisitions

complement the existing group companies and operate across

a broad spectrum of the logistics market. In addition they

provide an important revenue buffer as they are essentially non-

cyclical.

The year was also marked by the group’s fi nal exit from our non-

core media logistics businesses with the sale of Magscene to

CTP Limited. This left us well-placed to focus on our larger core

businesses to enhance growth prospects.

The existing group businesses continued to deliver satisfactory

performances to varying degrees, providing a strong base for

earnings growth. This was achieved within a demanding macro-

economic environment and once again is testament to our

spread of well-conceived and resilient businesses, which are

managed and staffed by skilled and determined teams across

the board.

SustainabilityOur stakeholders are the people to whom what we do matters,

and our concern for them is integral to how we do business.

Bottom line success, while obviously good, lacks true meaning

without real cognisance of the implications of our daily business

operations. We recognise that wealth creation is vital for our

survival and the ongoing support of our stakeholders, and are

proud of our achieving this in a meaningful way since listing on

the JSE. However, social responsibility and big picture thinking

play an equally important role when it comes to making business

decisions for our long-term sustainability.

We have a long track record of building sustainable businesses

and we take seriously our responsibility to adhere to sustainable

business practices in all areas in which we operate.

Financial overviewGroup revenue increased 20% from R864,1 million to

R1 040,3 million. The majority of the growth can be attributed to

Ian LourensCEO

“ We have a long track record of

building sustainable businesses and

we take seriously our responsibility

to adhere to sustainable business

practices in all areas in which

we operate.”

22

Ian LourensCEO

We

buil

we

to a

prac

we

organic growth in existing businesses, with the new acquisitions

contributing to revenue in the second half of the year.

Operating profi t, excluding profi t on sale of assets, increased

by 10% from R84,4 million to R92,8 million. A capital profi t of

R6 million was recognised in the prior year relating to the disposal

of a group property in KwaZulu-Natal.

Operating margins remain under pressure due to above-infl ation

increases in major input costs, such as labour and fuel prices

(which are recovered from the customer base but only down the

line). PostNet, however, provides somewhat of a buffer in this

regard with consistently high operating margins. Initiatives are in

place to manage cost creep in the group in line with top-line

growth. Operating margins, excluding profi ts on sale of assets,

declined from 9,8% in 2012 to 8,9%.

HEPS rose 14% from 22,1 cents to 25,1 cents on the back of

strong performances from the Specialised Transport and Retail

segments. This was offset to an extent by a reduction in

contribution to earnings from the Other – Logistics Services non-

reportable segment. HEPS from continuing operations rose 17%

from 21,4 cents to 25,0 cents.

EPS grew 18% from 24,5 cents to 29,0 cents, boosted by the

capital profi t realised on the disposal of Magscene.

Diluted HEPS and EPS are marginally lower than their respective

undiluted measures due to the dilutive effect of the shares held by

the employee BEE Trust as treasury shares.

Operating cash fl ows remained robust at R97,4 million (2012:

R119,1 million). Although down on the prior year given increased

working capital requirements, the group has strict working capital

structures in place which ensure optimal cash fl ow management.

CAPEX on continuing operational infrastructure for the year totalled

R86,9 million. Investment in acquisitions totalling R79,2 million was

offset by the net proceeds of R8,5 million received on the disposal

of the group’s interest in Magscene.

Challenges to our growth driversWe continue to be vigilant in evaluating the risks and opportunities

in government’s intention to substantially upgrade the country’s

rail infrastructure. We remain convinced that road-based logistics

solutions, especially those offered by the OneLogix group, will

retain their central role in the economic growth of our country and

region. The challenge will be to adapt timeously with appropriate

initiatives to retain our leadership positions in this arena. I am

confi dent that the group’s explicit entrepreneurial focus will help

us to meet and, in many cases pre-empt, this challenge.

In this context we are happy to report that the abnormal load

permit issue has been resolved in a manner providing car-carrier

companies a more reasonable time to accommodate regulatory

requirements. The resolution of the problem is in no small

measure due to an industry-wide coordinated initiative, largely

initiated and driven by OneLogix group executives.

Over the years the excessive reliance of the group on earnings

generated by VDS has been systematically reduced, either by

way of purposeful and strategic acquisitions or in-house start-up

initiatives. The acquisitions of United Bulk and Drive Report, each

vibrant and specialised businesses within their own niches,

represent yet another step in this unfolding strategy.

Many of the group companies are generally moving into mature

lifecycle stages, which in turn demands particular responses

from the group’s entrepreneurially-oriented leadership. Margin

squeeze at VDS is one such challenge and specifi cally, adequate

recovery of rising input costs from OEMs is proving diffi cult (see

‘Operational reviews’ below).

The group also recognises the importance of continual

enhancement of business processes, many of which fi nd

expression in the IT systems of the organisation. Early in the year

we acquired a 55% stake in transport accounting software

company QSA. This software is extensively utilised by all four of

the companies in our Specialised Transport segment as well as

by Atlas Panelbeaters. This strategic purchase will not only

ensure future development specifi c to group needs, but, with

further investment will also facilitate the unrealised broader

market potential of QSA products.

Operational reviewsAll the recent acquisitions have been successfully integrated into

the operational fabric of OneLogix. The major growth driver

remains the Specialised Transport segment of the group.

1. Specialised TransportVDSVDS continued to perform well during the year notwithstanding

challenges. It remains a pre-eminent operator in the local and

cross-border auto-logistics markets. Its service delivery is

acknowledged as superior, supported by extensive storage

facilities around the country, a leading IT support system that

seamlessly integrates with our customers, effi cient workshop

facilities, highly productive driver training and strong management.

These are all positive differentiators which contribute to VDS’

Revenue increased by 20%

RR864,1 million to R1 040,3 million

HEPS from continuing operations

increased by 17%

21,4 cents to 25,0 cents

EPS grew 18%

24,5 cents to 29,0 cents

23




CEO’s report and operational reviews (continued)

hard won leading position in the market. (Within South Africa VDS

has three major competitors while in the greater southern Africa

region it is the major operator.)

VDS’ infrastructure is necessarily complex to accommodate its

service offering, and is designed with the sole intention of

constantly improving customer service levels. Developing VDS

into the industry leader has over the years utilised the greatest

portion of the group’s CAPEX. However, in turn VDS has

performed an important nursery function by developing skills

and refi ning generic processes applicable to all the logistics

businesses in the group. These have been productively utilised

in growing the capability and market share of the other

businesses, particularly those that are newly established or

acquired.

The company has also played a pivotal role in pioneering the

OneLogix business model of acquiring entrepreneurial

businesses and offering them the benefi t of a management

platform to grow and expand.

VDS is a very well-managed business, a factor which will be

important in overcoming challenges ahead. As a mature business

there is a focus on appropriate cost management and evaluation of

new opportunities. The OEMs largely drive service level

expectations and pricing. Margin squeeze therefore remains a

concern. It is becoming increasingly diffi cult to recover

proportionate input cost increases from price-sensitive OEMs

while at the same time maintaining our high delivery standards.

Further, the capital intensive imperative of the business demands

continual investment in optimal fl eet infrastructure, general

facilities including workshop and storage yards, IT, people and

general management effi ciency.

Nonetheless the business’s general proactive approach will

ensure its success and VDS is expected to remain an important

contributor to group earnings.

CVDS CVDS also delivered a pleasing performance. It remains a market

leader in the commercial vehicle storage and movement market.

As with VDS, the OEMs are the predominant customers. The

market is less sophisticated, competitive and infrastructurally

demanding than VDS’ local and cross-border auto-logistics

environment. While this has given CVDS free reign to structure

and defi ne operational levels, it is also indicative of the lower

barriers to entry which have a negative impact on factors including

pricing.

The company’s service delivery standard of 99,8% has been

sustained since inception in 2007 and evidences the group’s

strong focus on customer satisfaction.

During the year CVDS increased its market share to include

customers such as MAN, Volkswagen, Hino (Toyota) and UD

(Nissan). This necessitated investment in infrastructure. The

improved service base will further position the company to take

advantage of anticipated market share growth in the future.

OneLogix ProjexThe newly invigorated OneLogix Projex exceeded even our

optimistic projections. It is fi rmly making its mark as an

increasingly important operator in the sizeable market of moving

abnormal loads and general freight from Durban harbour, a

position which was improved by its recent relocation to new and

more appropriate premises within the Durban harbour precinct.

The company works with large clearing houses and importers of

capital equipment. It also has a well-established and considerable

network of outsourced contractors, which together with its own

fl exible fl eet of 57 vehicles, gives it a dexterity to process large

and complex loads in short timespans. The company is also well-

known for its high levels of customer service emanating from the

legacy of RFB Logistics.

United BulkThe newly acquired United Bulk rounds off the Specialised

Transport segment. The acquisition became unconditional on

1 February 2013.

The complementary business culture and philosophies of United

Bulk have ensured that the acquisition was integrated with ease.

Plans to increase earnings are far advanced. The success of this

acquisition adds credence to the OneLogix business model.

Despite the high barriers to entry in this niche market of liquids

logistics given the specialised equipment and associated skills, it

is nonetheless a highly competitive market. The associated

margin squeeze pressure is well-managed by an experienced

and motivated team.

2. RetailPostNetPostNet made good progress for a mature business and remains

a valuable contributor to the group, with high margins and reliable

annuity income. As a mature business it demands appropriate

management that balances established success with new

innovations to grow its revenue base.

For the third consecutive year, in 2013 the PostNet brand was

named the leading local courier brand by the Sunday Times

Brand Survey. The company continues to evaluate new

opportunities for growth and diversifi cation.

The protracted interaction with the national postal regulator, of

some 19 years’ duration, is still unresolved and we are confi dent

that management will continue dealing with this issue in the most

effective manner.

3. Other – Logistics Services Atlas Panelbeaters The business has responded favourably to the corrective actions

put in place earlier in the year. Performance over the latter six

months in fact exceeded expectations. Atlas Panelbeaters

operates an established business model within a mature market

environment. It relies on its hard won reputation of quality work

and customer service and a strict anti-corruption policy.

24


Further to this and post year-end, it secured access to a sizeable

new market segment by gaining Mercedes-Benz accreditation as

an authorised accident repair facility. This marks a further

unfolding of its strategy of recognition by all OEMs of its quality

and reliable workmanship.

Drive ReportThe business has effectively contributed to earnings since late

December 2012 and also exceeded expectations for the year.

Drive Report is another group pioneer, in the market niche of

driver behaviour management, and differentiates itself from

vehicle monitoring services. A degree of low priced competition

has now entered the market. However this competition lacks the

intelligent feedback capability of Drive Report which will ensure

its continued leadership of the market.

Drive Report is well positioned to take advantage of the unfolding

regulatory and self-regulatory road safety initiatives in South

Africa, as well as in Africa and the Middle East.

QSAThe investment in QSA during the year was a strategic move to

secure the IT advantage enjoyed by many of our companies. The

company is in an investment and development phase and

therefore is a small contributor to group earnings as expected.

Going forward we will aim to exploit not only the advantages of

the software for the group, but the opportunities for broader

market expansion.

How we are moving forwardThe strength of OneLogix’s management teams throughout the

group is evident in our performance.

Thanks to the skill and effectiveness of our management teams

we have excellent working capital management, general fi nancial

management, tested business systems, a strong operational

focus, an innovative mind-set and a professional interaction with

the various stakeholders, particularly customers. We believe our

enabling culture is yet another competitive advantage that

underpins our ongoing success.

In the year ahead we will continue to pursue organic growth. The

group is a reasonably strong cash generator, which will facilitate

a continued assessment of appropriate earnings-enhancing

acquisitions of quality operators in well-defi ned markets.

My thanks Our strength in a trying year is due to every member of the

OneLogix team, their tireless work and unswerving enthusiasm.

I extend my heartfelt thanks to the entire management team and

staff, as well as my fellow directors.

Ian Lourens

CEO

26 August 2013

25


Directorate

Executive Non-executive

Ian K Lourens (61)CEO

BA (Hons) MBA

Ian is the cofounder of PostNet Southern Africa (Pty) Limited and was previously Brand Manager at Beecham and Marketing Manager at Hoechst. He is a former Mayor of Midrand and past Chairperson of the Franchise Association of Southern Africa.

Neville J Bester (54)

Neville founded VDS in 1988. He is currently the Managing Director of VDS. Neville also focuses on stakeholder engagement, acquisitions and general strategy.

Cameron V McCulloch (41)COO

BCom BAcc CA(SA)

A chartered accountant, Cameron was the group Financial Manager at Pinnacle Technology Holdings before becoming a Senior Manager at PricewaterhouseCoopers Inc. He joined the group in 2002. Cameron previously held the position of FD, before being appointed COO in 2008.

Geoffrey M Glass (38)FD

BCom Honours

(Acc) CA(SA)

A chartered accountant, Geoffrey was previously FD of Cargo Africa Group (a subsidiary of Imperial Holdings). He joined OneLogix as FD in 2008.

Sipho M Pityana (54)Chairperson

BSc MSc

Sipho is currently the Executive Chairperson of Izingwe Capital (Pty) Limited. He was formerly Director General of the Departments of Labour and Foreign Affairs. He joined the private sector as executive director, Nedbank Investment Bank and presently serves on leadership of various business organisations.

26


Independent non-executive

Ashley B Ally (48)

MSc MBA

Ashley is presently CEO of Izingwe Holdings (Pty) Limited and a board member of Abedare Cables, Powertech and Scaw Metals.

Andrew C Brooking (48)

BA LLB LLM

Andrew is a founder and director of Java Capital (Pty) Limited, sponsor to OneLogix. He is an attorney and a member of the New York Bar. He was previously a partner in a large Johannesburg law firm.

Lesego J Sennelo (35)

BCompt BCom Hons

(Accounting) CA(SA)

Lesego is presently the Financial Director of Golding Mia Kutlwano, a stockbroking fi rm, before which she was a senior manager at the Passenger Rail Agency of South Africa. She is President of African Women Chartered Accountants (‘AWCA’) and also serves on the boards of ACWA Investment Holdings Ltd, Power FM, Duma Travel and sits on the Medshield Audit Committee.

Alec J Grant (64)Lead independent director

BCom FCIS CAIB MBL

Alec has 35 years’ experience in banking and has held a senior executive position in the Barclays Group. Formerly he was also CEO and executive director of CorpCapital Bank after starting Fulcrum Bank.

Debrah A Hirschowitz (39)*

BCompt Honours CA(SA)

Debrah is a chartered accountant with expertise in the auditing and banking arena. She is presently Chief Financial Offi cer at Izingwe Holdings (Pty) Limited.

* Alternate director to AB Ally.

27

Tribute to Joe ModibaneIt was with great sadness that we announced the passing of Joe Modibane in late February 2013. Joe served on the board for 12 years and his valuable insights into the business will be sorely missed. He served as independent non-executive director, Chairperson of the Remuneration Committee as well as member of the Audit and Risk Committee and the Social and Ethics Committee.

We use this opportunity to extend our condolences to his family, friends and colleagues.

Executive teams28


Exco

Back (left to right)Louis Swart, Hein Swart, Ronnie Robertson, Patrick Pols, Japie Britz, Chris Cloete, Morné Nel, Dick van der Zee

Front (left to right)Nadir Moosa, Toitjie Cillié, Chris Wheeler, Cameron McCulloch, Ian Lourens, Geoff Glass, Mitzi Vosloo, Neville Bester

QSA

Front (left to right)Chris Cloete, Allan van Eetveld, Vincent Kaufman, Helgard van Wyk

Atlas Panelbeaters

Back (left to right)Arno Swarts

Front (left to right)Morné Nel, Chanel Jansen van Rensburg, Tracy Worrall

Postnet

Back (left to right)Gary Garcez, Wayne Price, Marius Louw, Graeme Saunders

Middle (left to right)Chris Wheeler, Deon Roos, Pieter Strydom,Dawid Liebenberg

Front (left to right)Candy Cerovich, Kiasha Govender, Maryke van der Horst, Dominic van der Horst, Jeanette Padayache

29


VDS

Back (left to right)Ronnie Gerber, Japie Britz, Nico van Rensburg, Johan Duvenhage, Geoff Glass, Dimitrie Georgeson, Lance Jansen

Middle (left to right)Cameron McCulloch, Shannon Middlemiss, Martin Terblanche, Andre Pieterse, Pierre van Schalkwyk, Steve Oosthuizen, Hein Swart, Johan Gates

Front (left to right)Neville Bester, Adri de Klerk, Jan Pretorius, Toitjie Cillié, Danie Bezuidenhout, Linda Govender, Renier Basson, Aobakwe Moseta

OneLogix Projex

Back (left to right)Andrew Lockett, Sagie Moodley, Ronnie Robertson

Front (left to right)Karan Pillay, Nadir Moosa, Krish Bhimsan

United Bulk

Back (left to right)Rudi Bloem, Louis Fourie, Lourens Roux

Middle (left to right)Albert Erxleben, Gideon du Plessis, Buks Venter, Ruaan van Tonder

Front (left to right)Selwyn Dawson, Mitzi Vosloo, Patrick Pols

CVDS

Back (left to right)Quinton Roos, Ajay Jaram, Gwyneth le Roux, Stephen Cronje

Front (left to right)Rufus Pieterse, Dick van der Zee, Jonathan Beukes

Founder and managing director of United Bulk, Patrick Pols, is another

member of the OneLogix group who epitomises the valued spirit of the

entrepreneur.

Seizing an opportunity while working for a leading South African chemical

company, Patrick started a liquid bulk logistics company in 1996, as the

fi rst step into the daunting domain of the road tanker industry dominated

by large corporate fl eets. Recognition of the vast opportunities in the

industry and a steely determination to access the rewards proved to be

suffi cient motivation.

Setbacks included losing the founding contract, which true to character,

he took as a catalyst for greater things, namely to broaden the customer

base. This initiative proved benefi cial, especially during the recent

recession.

In 2011, the success of United Bulk was refl ected in the acquisition of its

100th truck. United Bulk has established a well-defi ned niche in a market

dominated by sizeable competitors, thereby realising the founding vision.

The successful United Bulk team work with hazardous goods, which

requires a great deal of responsibility. This is accompanied by a

corresponding encouragement to take initiative and make decisions.

Balanced by a strong work ethic and self-discipline, staff are encouraged to

express themselves and realise their own full growth potential. The trust,

commitment and mutual respect fi nds resonance with the way the greater

OneLogix group operates.

Reports to stakeholders

Delivers throughout South Africa and southern African countries

Over 120 trucks carry solvents, acids, resins, caustic soda, mineral oils, cement additives, mining chemicals, LPG, ammonia gas, milk, wine, cider concentrate, fruit concentrate, potable alcohol, vegetable oils

ISO 9001 approved since 2002

Introduced largest LPG carrier into local market in 2007

Introduced largest liquid bulk tanker into local market in 2010

Exclusive carrier of Marula pulp for the Amarula brand

Transports all Woolworths milk sourced in Eastern Cape and Western Cape to processing plants

Well-established reputation for customer service

Corporate governance ........................................ 31

Risk management ............................................... 37

Our people ......................................................... 39

Remuneration report .......................................... 45

Environmental conservation .............................. 46

Community upliftment .........................................47

Know your stuff, identify what you want to achieve and invoke all your self-confi dence in order to defy conventional wisdom which says it can’t be done.

Key facts


31Corporate governance

OneLogix’s board appreciates that effective corporate governance is a key driver of sustainability. As the custodians of OneLogix’s

system of corporate governance, it is committed to complying with all regulatory dictates as well as international best practice

standards in this regard. Specifi cally OneLogix subscribes to the Code of Corporate Practices and Conduct set out in the King III

Report. The group’s application of Chapter 2 in King III is set out below with the full application list of all chapters available on the

website: www.onelogix.com |

Principle

number Description Application

2.1 The board should act as the focal point for and

custodian of corporate governance

In terms of the board charter, the board ensures sound

corporate governance by managing its relationship with

management and other stakeholders along sound corporate

governance principles

2.2 The board should appreciate that strategy, risk,

performance and sustainability are inseparable

In accordance with the board charter, the board is responsible

for aligning strategic objectives, purpose, vision and values

with risk and performance. The group monitors the extent of

its risk closely and the Social and Ethics Committee is

responsible for sustainability issues

2.3 The board should provide effective leadership based

on an ethical foundation

In accordance with the board charter, the board provides

overall leadership of the business, a cornerstone of which is

acting as guardian of the group’s values and ethics

2.4 The board should ensure that the company is and is

seen to be a responsible corporate citizen

The board is the focal point of good corporate citizenship and

seeks to integrate this value into the group’s growth strategy

and daily operations. The newly formed Social and Ethics

Committee explicitly includes good corporate citizenship as

part of its responsibilities

2.5 The board should ensure that the company’s ethics

are managed effectively

In terms of the board charter, the board ensures that the

group’s ethics are managed effectively. The Social and Ethics

Committee will assist the board in this regard

2.6 The board should ensure that the company has an

effective and independent audit committee

The Audit and Risk Committee comprised three independent

non-executive directors, one of whom (Joe Modibane) sadly

passed away during the year. Andrew Brooking, a sitting

non-executive, has temporarily filled this position while the

board evaluates a new independent non-executive

appointment to the board and Audit and Risk Committee

2.7 The board should be responsible for the governance

of risk

The Audit and Risk Committee is responsible for overseeing

the group’s risk management programme. The committee

reports to the board, which retains ultimate responsibility for

the control and management of risk. The committee will

ensure that the disclosure of risk is comprehensive, timely

and relevant and that an effective policy and plan is in place

to achieve strategic objectives

2.8 The board should be responsible for information

technology (‘IT’) governance

The board, through the Audit and Risk Committee is

responsible for effectively managing relevant IT risks

2.9 The board should ensure that the company complies

with applicable laws and considers adherence to

non-binding rules, codes and standards

The board charter demands that the board complies with

applicable laws and considers adherance to non-binding

rules and standards, with the assistance of the Audit and

Risk Committee


32 Corporate governance (continued)

Principle


2.10 The board should ensure that there is an effective

risk-based internal audit

An internal audit function is in place, with a reporting line to

the Chairperson of the Audit and Risk Committee in place

2.11 The board should appreciate that stakeholders’

perceptions affect the company’s reputation

The group understands that fully functional interaction with all

stakeholders is critical to the sustainability of the business

2.12 The board should ensure the integrity of the

company’s integrated report

The board’s Audit and Risk Committee is responsible for

recommending the integrity of the integrated report to the

board

2.13 The board should report on the effectiveness of the

company’s system of internal controls

The Audit and Risk Committee assumes this responsibility

and reports to the board

2.14 The board and its directors should act in the best

interests of the company

The board clearly understands its responsibility in acting on

behalf of shareholders. This is included in the board charter.

The board acts in the best interests of the group by ensuring

that individual adhere to legal standards of conduct, are

permitted to take independent advice, disclose real or

perceived conflicts to the board and deal in shares in

accordance with accepted best practice

2.15 The board should consider business rescue

proceeding or other turnaround mechanisms as soon

as the company is financially distressed as defined in

the Act

The Audit and Risk Committee reviews the going concern,

solvency and liquidity principle on an ongoing basis as set out

in the Companies Act

2.16 The board should elect a Chairperson of the board

who is an independent non-executive director. The

CEO of the company should not also fulfil the role of

Chairperson of the board

The board complies fully with this requirement

2.17 The board should appoint the Chief Executive Officer

and establish a framework for the delegation of

authority

This is in place

2.18 The board should comprise a balance of power, with

a majority of non-executive directors. The majority of

non-executive directors should be independent

The board has a majority of non-executive directors. The

death of Joe Modibane resulted in two remaining independent

non-executive directors (compared with three previous

independent non-executive directors). The board is taking

steps to ensure a majority of non-executive directors are

independent

2.19 Directors should be appointed through a formal

processes

The formal processes of the board demand a formal and

transparent system of appointing directors. The Remuneration

and Nominations Committee assists with this process

2.20 The induction of and ongoing training and

development of directors should be conducted

through formal processes

A formal induction programme is followed for new directors.

Inexperienced directors are mentored by fellow directors and

directors receive briefings on changes in risk, laws and

environment


33

Principle


2.21 The board should be assisted by a competent,

suitably qualified and experienced company

secretary

Probity Business Services (Pty) Limited, an independent

company secretarial practice is appointed in terms of the

Companies Act, the JSE Listings Requirements and the

recommendations of King III

2.22 The evaluation of the board, its committees

and the individual directors should be performed

every year

The first such assessment was performed during the 2013

year. It is planned to continue with this practice every year

2.23 The board should delegate certain functions

to well-structured committees but without abdicating

its own responsibilities

The board delegates specific functions, without abdicating its

own responsibilities, to the following committees:

• Executive Committee

• Audit and Risk Committee

• Remuneration and Nominations Committee

• Social and Ethics Committee

Each of these committees has a formal charter approved by

the board

2.24 A governance framework should be agreed between

the group and its subsidiary boards

All policies and procedures are communicated to subsidiary

boards

2.25 Companies should remunerate directors and

executives fairly and responsibly

The board charter places the responsibility for ensuring an

appropriate remuneration strategy with the board. The

group’s Remuneration and Nomination Committee makes

independent recommendations to the board for final

approval ensuring that the group remunerates non-executive

directors and executives fairly and responsibly and that the

disclosure of directors remuneration is accurate, complete

and transparent. In addition, fees for board and committee

members are approved annually at the annual general

meeting

2.26 The remuneration of directors is disclosed in the

Integrated Annual Report

The remuneration of directors and executive management is

disclosed in the integrated report (see pages 83 and 84)

2.27 Shareholders should approve the company’s

remuneration policy

Details of the remuneration policy are set out on page 45. The

group will work towards shareholders endorsing the group’s

remuneration policy at a future annual general meeting


Audit and Risk Committee Remuneration Committee Social and Ethics Committee

Corporate governance (continued)

The principles of good corporate governance permeate the group with a healthy and ethical environment wherein every employee is

expected to behave with integrity, honesty and fairness, led by the board.

The boardThe board is the highest decision-making body and is responsible and accountable for the performance and affairs of the group. It has

full control over all the subsidiaries and divisions of the group. The directors exercise leadership with integrity based on principles of

fairness, accountability, responsibility and transparency.

The board is the focal point for good corporate citizenship and acts accordingly, expecting all employees to follow its example.

Committees

Members

Members

Executive directors Non-executive directorsIndependent non-executive

directors

The board

GM Glass (FD)

IK Lourens (CEO) SM Pityana (Chairperson) LJ Sennelo

CV McCulloch (COO)

AB Ally AJ Grant

Neville Bester

AC Brooking

The board completed a self-evaluation process and deemed the board to be fully functional. The composition will be reviewed again in the current year.

LJ Sennelo (Chairperson)

2/3 2/3 1/3

Number of independent directors

AJ Grant (Chairperson) LJ Sennelo

IK Lourens

GM Glass

LJ Sennelo AB Ally

AJ GrantAC Brooking

By invitation IK Lourens (CEO)

By invitation IK Lourens (CEO)

GM Glass (FD) CV McCulloch (COO)

34


The responsibilities of the Chairperson and CEO, and those of

other non-executive and executive directors, are clearly separated

to ensure an appropriate balance of power. The Chairperson

provides leadership to the board in all deliberations ensuring

independent input, and oversees its effi cient operation. The CEO

is responsible for proposing, updating, implementing and

maintaining the strategic direction of OneLogix as well as ensuring

appropriately supervised and controlled daily operations. In this

regard he is assisted by the COO, FD and Exco.

The independent non-executive directors are high merit

individuals who objectively contribute a wide range of industry

skills, knowledge and experience to the board’s decision-making

process. See page 27. OneLogix’s defi nition of independent is in

line with King III recommendations. These directors are not

involved in the daily operations of the company. Non-executive

directors are non-permanent employees of the group.

In terms of the memorandum of incorporation one-third of the

non-executive directors retire at each annual general meeting.

Retiring directors may make themselves available for re-election

provided that they remain eligible as required by the memorandum

of incorporation and in compliance with the JSE Listings

Requirements. All newly appointed directors are required to have

their appointments confi rmed at the next annual general meeting.

Accordingly, AJ Grant and SM Pityana will offer themselves for

re-election at the upcoming annual general meeting.

The board meets at least quarterly with additional meetings when

necessary. Directors are briefed timeously and comprehensively in

advance of these meetings with suffi cient information to enable

them to discharge their responsibilities. Meetings are conducted in

accordance with a formal agenda which ensures that all

substantive matters are properly addressed.

Board and committee meeting attendance

Board Audit and Risk Committee

Remuneration

Committee

20 August

2012

26 November

2012

22 February

2013

29 May

2013

20 August

2012

22 February

2013

16 April

2013

SM Pityana (Chairperson)* A N/A N/A N/AAB Ally (alternate DA Hirschowitz) N/A ANJ Bester N/A N/A N/AAC Brooking* N/A N/A N/AGM Glass (FD) ◊ ◊ N/AAJ Grant#+

IK Lourens (CEO) ◊ ◊ ◊

CV McCulloch (COO) ◊ ◊ N/AJG Modibane# N/A N/ALJ Sennelo# N/A

* Non-executive# Independent non-executive+ Audit and Risk Committee Chairman

Remuneration Committee Chairman◊ Attended by invitation

AttendedA AbsentN/A Not applicable

Board processesThe board is governed by a formal board charter setting out its

composition, processes and responsibilities. The charter

mandates the board with regularly reviewing operational

processes and procedures, identifying key risk areas and

monitoring non-financial aspects affecting the group.

Go to www.onelogix.com for a copy of the full board charter.

The board accordingly identifies key performance indicators and

risk areas of the group’s business operations. These are

monitored regularly with particular attention given to resource

planning, processes, products and people.

Further the board adheres to a corporate Code of Conduct

that addresses conflicts of interest particularly relating to

directors and management, which is reviewed and updated as

necessary.

Go to www.onelogix.com for a copy of the full Code of Conduct.

Directors have unrestricted access to the company secretary,

company information, records, documents, and property and are

afforded the opportunity, at the company’s expense, to seek

independent counsel should this be deemed to be necessary.

The company secretary, Probity Business Services (Pty) Limited,

is an independent company secretarial practice providing

services to numerous JSE-listed companies. The board has

evaluated the competency, qualifi cations and experience of the

company secretary and is comfortable that the company

secretary, and in particular its representative Neville Toerien,

35


Corporate governance (continued)

maintain an arm’s length relationship with the board at all times

and is suffi ciently qualifi ed and skilled to act in accordance with,

and update directors in terms of the recommendations of the

King III Report and other relevant regulations and legislation.

The company has a formal policy restricting share dealing by

directors and other offi cers with access to price-sensitive

information. Trade in OneLogix shares is prohibited during

‘closed periods’ (as defi ned by the JSE) prior to the announcement

of interim and annual results or while the company is trading

under cautionary. Directors are required to report their share

dealings to the Chairperson who, with the company secretary

and sponsor, ensures that these announcements are published

on SENS.

Go to www.onelogix.com for a copy of the formal share trade policy.

The board is advised by the Remuneration Committee in the

appointment of any new directors. The nomination and

appointment of new directors is formal and transparent. With

respect to new appointees the board charter mandates a formal

induction programme, which prior to the company’s transfer to

the JSE Main Board was implemented largely through the

mandatory AltX course conducted by the Wits Business School.

The programme covers pertinent aspects of company law, stock

exchange regulations, the roles, responsibilities and liabilities of

directors, basic techniques of financial analysis and the

importance of investor and media relations. Going forward, the

sponsor will be responsible for ensuring that the induction

process is adhered to.

The board encourages shareholders to attend annual and other

general meetings and directors including committee Chairmen

attend these meetings.

Board committeesAudit and Risk CommitteeThe Audit and Risk Committee is governed by a formal Audit and

Risk Committee Charter.

Go to www.onelogix.com for a copy of the Audit and Risk Committee Charter.

The committee meets at least twice a year with the group’s

external auditors, internal auditor and executive management to

review accounting, auditing, financial reporting, risk management

and internal control matters. The CEO, COO and FD attend

meetings by invitation. Further meetings are convened when

necessary. The board is of the opinion that in light of the nature

and size of the group, two meetings per year are sufficient to

discharge the responsibilities of the committee. See page 35 for

the attendance register.

The committee sets the principles for and approves any non-

audit services provided by the firm of external auditors. A

separate disclosure is made in the annual financial statements of

the amounts paid for non-audit services (see note 2 to the annual

fi nancial statements). The committee has satisfied its

responsibilities during the year in accordance with its formal

charter.

Refer to the Audit and Risk Committee report on page 54 for

further information in this regard.

Remuneration CommitteeThe Remuneration Committee operates under formal terms of

reference setting out its composition, role and responsibilities. In

addition to establishing the group’s remuneration strategies and

policies, the committee is tasked with determining the criteria

used to measure the performance of executive directors.

Refer to for the full report on page 45 in this regard.

Social and Ethics CommitteeThe committee has held one meeting attended by all members

since it was constituted.

In terms of a formal charter approved by the board during the

year, the Social and Ethics Committee is responsible for assisting

the board in monitoring the group’s business conduct in

accordance with regulation and legislation including the

Companies Act, and international best practice.

Specifi cally the committee is mandated to monitor the group’s

activities in terms of social and economic development, good

corporate citizenship, environment, health and public safety,

consumer and employee relationships.

The committee reports to the board on these matters, and

directly to shareholders at the company’s annual general

meeting. The committee has held one meeting since it was

constituted, at which it reviewed the group’s Code of Conduct.

Details are available on www.onelogix.com |

36


Risk management

Internal control The board and management make use of generally recognised

risk management and internal control processes to maintain a

sound system of risk management and to sustain a practical

and effective internal control environment. These internal

control processes are designed to provide reasonable but not

absolute assurance regarding the safeguarding of assets, the

maintenance of proper accounting records, the integrity and

reliability of financial information and the minimisation of

significant fraud, potential liability, loss and material

misstatement while complying with applicable laws and

regulations. The systems are designed to manage rather than

eliminate risk of failure and opportunity risk.

In this manner the board is able to provide reasonable assurance

regarding the achievement of organisational objectives for the

efficiency of operations and compliance with applicable laws,

regulations and supervisory requirements. In addition the

systems of internal control enable the board to ensure business

sustainability under normal and adverse operating conditions,

and responsible behaviour towards all stakeholders.

Nothing has come to the attention of the directors to indicate that

a material breakdown in the controls within the group has

occurred during the year.

Legal complianceThe board and each director within the group has a working

understanding of the laws, rules, codes and standards applicable

to the business in all its various forms.

Each board director and managing director of individual group

companies has access to appropriate legal advice when required.

The cost of such advice is funded by the group.

Further, the company secretary, together with the group’s

sponsor, monitors compliance with the provisions set out in the

Companies Act, the JSE Listings Requirements and the King III

Report.

The risk management process within OneLogix is dealt with in a stepped structure:

37

Executive management implements operational controls to ensure

the validity, accuracy and completeness of fi nancial information,

and reports in this regard to the Internal Audit function and the

Audit and Risk Committee. Exco at each business is responsible

for risk management which is reported to group executive

management.

4

The Audit and Risk Committee works closely with the Internal Audit function

which has a reporting line directly to the committee Chairperson, and the

external auditors. With a comprehensive knowledge of the business, the

Internal Audit function evaluates the effectiveness and general compliance

of controls aimed at addressing risk within the group. External audit reports

on the fair presentation of fi nancial information on a statutory reporting level

in compliance with IFRS and the Companies Act. The board, assisted by the

Audit and Risk Committee, evaluates the effectiveness and independence of

the external auditors.

3

In this endeavour the directors are assisted by the Audit and Risk Committee. This

committee reports directly to the board. It has several responsibilities which include

internal control, internal audit, risk management and insurance. At each meeting the

committee reviews the risk matrix and addresses any areas of concern where

necessary.

2

The board is ultimately responsible for the management of risk and determination of risk tolerance

levels in respect of each identifi ed key risk.1



38 Risk management (continued)

Some of the principal South African legislation regulating the

markets within which the group operates are listed below:

GroupCompanies Act;

Income Tax Act;

Competition Act;

Employment Equity Act;

B-BBEE Act;

Basic Conditions of Employment Act;

Consumer Protection Act;

Financial Advisory and Intermediary Services Act;

Labour Relations Act;

Skills Development Act;

Skills Levies Act;

Unemployment Insurance Act;

South African Post Offi ce Act;

Safety Health and Environment Act;

Machine and Occupational Safety Act;

National Traffi c Management Corporation Act;

National Road Traffi c Act; and

Fire Brigade Services Act.

Environmental lawsNational Environmental Management Act;

National Water Act; and

Hazardous Substances Act.

IT governanceDuring the year OneLogix fi nalised an IT Governance Charter

covering:

• Information integrity;

• Continuity of service;

• Security;

• Support of the business; and

• Skills development and retention.

OneLogix has policies and procedures in place to ensure

information integrity by implementing hierarchical password

access control, rigorous testing and change control of

applications and systems, anti-virus management, fi rewalls,

automation of input wherever possible and off-site e-mail

archiving.

The disaster/recovery plan includes an assessment of potential

risks including anticipated recovery times and contingency plans

in case of disaster. All business related data is backed up on a

daily basis and stored across physically separate locations.

Mirroring of data on multiple servers is used to further mitigate

risk. All critical data links are fully redundant, and a disaster/

recovery site is being planned at the leading South African third

party data centre. Contingency plans and disaster/recovery

plans are in place.

The group complies with IT laws and all IT-related rules, codes

and standards are considered. Personal and other information of

suppliers, customers, employees and other stakeholders are

identifi ed and treated as company assets, and OneLogix

conforms to the proposed Protection of Personal Information

Act. Hardware and software is purchased from reputable

suppliers and only licensed software is used. Any employee

found not to be using licensed software will be subject to

disciplinary action including potential dismissal.

The role of IT in achieving business strategies is clear: IT

operations align with business operations and translate business

requirements into effi cient and effective IT solutions.

A number of actions were put in place during the year to reduce

key personnel risks.

The IT Director is tasked with reviewing ongoing business

requirements within the areas of software, technological and

physical infrastructure, as well as business continuity plans.

The IT Policy is implemented and maintained, ensuring security,

confi dentiality, integrity and availability of information.

The board has fi nal responsibility for the overall supervision of IT

objectives and risk. IT management reports to the board on the

progress of the IT functional objectives, and to the Audit and Risk

Committee regarding mitigation of risks.


Our people 39

OneLogix employs 1 210 permanent staff (2012: 958) and 194

temporary staff (2012: 171). This includes foreign nationals

employed by the company and excludes the Drive Report staff

(minority shareholding).

Breakdown of staff per company in the group

OneLogix 30VDS 680CVDS 268OneLogix Projex 122United Bulk 207PostNet 32Atlas 61QSA 4

The company complies fully with all the Department of Labour

information submission requirements, the more pertinent of

which are listed below:

Employment of Africans has continued to rise – from 56,9% in

2011, to 59,5% in 2012, to the present 65,0% accounting for the

decrease over the same period of Coloured and Indian

employment – from 14% to 11% to the present 9,1%. Employment

of Whites during this period fl uctuated – 29,1% (2011) rising

marginally to 29,5% (2012) and dropping to the present 25,9%.

This refl ects the group’s commitment to employment preference

where possible for previously disadvantaged groups.

The group’s Employment Equity Committee monitors the

implementation of employment policies appropriate to the business

environment, market and South African landscape. The policies are

designed to attract, motivate and retain quality staff at all levels.

Staff turnoverStaff turnover in terms of voluntary resignations remains low.

Minimum notice periods are determined by the employment

period as follows:

• Less than six months – one week

• Six to 12 months – two weeks

• More than one year – one month

• Senior positions – as individually negotiated

Dismissals during the year were down from 82 in 2012 to 68 in

2013. Generally dismissals can be explained by the company’s fi rm

but fair disciplinary procedures. The group is continually working

to improve employment criteria to ensure that the appropriate

candidates are appointed fi rst time – the right people for the right

roles, fi rst time – reducing necessary disciplinary action.

The return-to-work rate after parental leave has been exemplary

at 100%.

Staff turnover by type, gender and race

Male Female Foreign nationalsTerminations African Coloured Indian White African Coloured Indian White Male Female Total

Resignation 20 2 – 13 3 – 1 5 4 1 49Non-renewal of contract 8 – – 4 2 1 – – 1 – 16Retrenchments – – – – – – – – – – –Dismissals 41 9 2 6 – – – 3 7 – 68Dismissals incapacity 1 – – 1 – – – 1 – – 3Retirement 5 – – – – – – – – 1 6Death 2 – – – – – – – 1 – 3

Total 77 11 2 24 5 1 1 9 13 2 145

Gender inequality within the group remains a challenge. The

majority of employees are from traditionally strongly male

dominated occupations such as qualifi ed heavy duty vehicle

drivers, mechanics and maintenance technicians.

Workforce by gender (excluding foreign nationals)

Foreign nationals employed by the group

15,3%%(2012: 19,1%)

2%

84,7%(2012: 80,9%)

98%

Workforce by ethnicity (excluding foreign nationals)

65,0%

African

5,4%

Coloured

3,7%

Indian

25,9%

White


Our people (continued)

Benefi tsFull-time staff are granted access to a medical aid scheme via a

leading service provider at statutory rates. Employees receive the

benefi t of unconditional acceptance (no waiting period, no

exclusions, and no late joining fee penalties).

Staff also have access to life assurance with a leading service

provider, together with a company funded scheme which provides

three times annual salary at death and in the event of total and

permanent disablement.

In addition staff are provided a provident fund administered by a

leading service provider. OneLogix contributes 7,5% of

pensionable salary (8% for drivers) with the staff member

contributing a voluntary percentage of his/her salary between

0% and 7,5% (8% for drivers). The fund administration costs are

paid by OneLogix. The fund further includes a family funeral

benefi t of R10 000.

Further, staff have access to a Staff Bursary Scheme which

typically contributes at least 95% of study costs. There is also a

Bursary Scheme for children of staff to which OneLogix

contributes 80% of study costs. Finally, staff have the benefi t of

access to discounted lending rates for new vehicle purchases via

a national service provider.

The Staff Bursary Scheme totalled in excess of R403 000 for the

year and funding was utilised as follows:

Course Gender

Male Female

BCom 2 1BBA – 2Road Transportation Management 2 1Business Management 2 1Storekeeping and Control 1 –Marketing Management 1 –Logistics Management 3 1Computer Literacy 4 4Human Resources 1 1Entrepreneurship 1 –IT Programming 1 1Artisan 1 –Plumbing 1 –Welding 1 –National Diploma 2 –Drivers Licence 14 –HIV and Aids management – 1Safety Samtrac 1 1

Total 38 20

The Bursary Scheme for children of staff totalled in excess of

R521 000 for the year and was utilised as follows:

Course

Number of

children

Schooling 85BCom 2BBA 1Business Management 2IT Programming 2Computer Literacy 1Human Resources 1

N1 – N6 1

Total 95

All employees within the group receive regular performance and

career development reviews. This process was recently initiated

at Atlas Panelbeaters and United Bulk.

B-BBEEThe group is a Level 4 contributor in terms of B-BBEE and the

scorecard is set out below:

Scorecard information

Actual

score

Target

score

Ownership 9,03 20,00Management 2,92 10,00Employment equity 6,92 15,00Skills development 10,97 15,00Preferential procurement 18,03 20,00Enterprise development 15,00 15,00Socio-economic development 4,56 5,00

Total score 67,43 100,00

Analysis

Results

%

Procurement recognition level 100,00Black ownership 12,81Black women ownership 1,98Value Adding Enterprise Yes

Skills development and trainingThe group’s skills training objectives include to:

• develop and empower staff;

• improve productivity and quality of work;

• assist in creating skilled and professional people;

• assist in career pathing and self-development; and

• address skills scarcity.

40


41

Formal training courses presented to staff during the year included:

Total

Accident Incident Investigating 2Advanced Driving Skills 8Ashepp and Into to SAMTRAC 1Basic Electrical and VCAD Pro 8Business Admin Learnership 10Business Management and Admin 2CCMA and Bargaining Council 1Chairing Disciplinary Hearings 3IT Designer Training 2IT Developer Training 1Discovering Excel Training 6Drivecam Workshop 3Excel on Steroids 1Finding and Hiring the right people 1Fire Fighting 15First Aid 18Forklift Refresher 3Health and Safety Awareness 1Heath and Safety Environment Training 1Health and Safety Representative 11HR Training Indaba 2Implementing Employment Equity 1Intermediate Assessment 2Job Design and Job Evaluation 1Labour Law Conference 1Labour Law Practical Overview 2Management Programme 1Management for New Managers 1Marketing degree 1Microsoft SQL Server 1Mid-Year Payroll Seminar 2Management Learnership 14National Fines Management 2Nelson Mandela Critical Thinking Skills 7Occupational Injures 2OHS Legislation COIS Act 1Payroll and UIF Seminar 2Professional English Course 1Professional Driving 32Recruitment and Selection 1Skills Development Facilitator 1Telephone Etiquette 3Telephone Impact and Customer Services 2Train the Trainer 2VIP Premier Training 2

Total 185


Our people (continued)

Labour relationsThe following trade unions are operative within OneLogix:

VDS

• South African Transport and Allied Workers Union (‘SATAWU’) –

10% representation

• Transport and Allied Workers Union (‘TAWUSA’) – 2%

representation

CVDS


11% representation

• Transport and Allied Workers Union (‘TAWUSA’) – 9%

representation

OneLogix Projex

• African Meat Industry and Allied Workers Union (‘AMITU’) – 27%

representation AMITU still not recognised within the Road Freight

Logistics Industry (‘RFLI’) scope. The existing positive relationship

with the union structure is conditional and documented


8% representation

United Bulk


17% representation

• South African Equity Workers Association (‘SAEWA’) – 20%

representation

• Solidarity – 10% representation

Atlas Panelbeaters

• National Union of Metalworkers of South Africa (‘NUMSA’) –

2% representation

The group still applies the 30% threshold for purposes of

suffi cient membership for limited organisational rights and 50%

plus one for purposes of majority membership. Unions under the

30% threshold that are party to any registered Councils within

the respective industries, automatically enjoy limited

organisational rights as defi ned by the Labour Relations Act. 70%

of staff are covered under collective agreements, with VDS and

CVDS represented at the Motor Ferry Bargaining Council.

Despite OneLogix not holding formal recognition agreements

with any union within the group, positive relationships are

maintained through regular formal and informal forums.

Union membership in the group is currently waning, which can be

attributed to hard-earned and high levels of trust between

management and employees together with a proactive

management approach based on respect and transparency.

42

8 Business Admin(3 disabled)

14 Management

32 Professional Driving (26 unemployed)

Learnerships

8 hours per monthAverage hours per employee

16 hours per monthAverage hours for learnerships

R1 335 112Total spend

113 staff membersBlack/previously disadvantaged

Number of training courses 45 courses


43

An incident of illegal industrial action occurred during February

2013 at CVDS in East London. The strike was supported by

TAWUSA. Following the issuing of ultimatums, 35 employees

were dismissed. Although TAWUSA referred the dispute to the

CCMA for conciliation and it was declared as unresolved, the

union subsequently elected not to refer the dispute to the Labour

Court in Port Elizabeth.

The Group Human Resources Manager, together with the strike

management committee dealt with the illegal industrial action in

a swift and effi cient manner with minimal effect on operational

processes.

Disciplinary and grievance procedureThe group has revised and improved its existing progressive

disciplinary code and procedure which incorporates best

practices and labour law developments. The emphasis is on a

corrective rather than a punitive approach.

Submission of employee grievances is less than 0,15% of the

total staff number.

Health and safetyOneLogix complies with the South African Health and

Occupational Health and Safety Act, 85 of 1993, and has a group

Health and Safety Offi cer in place, who reports to the group

SHEQ Manager.

A group SHEQ management programme is also in place, with

clearly defi ned SHEQ roles and responsibilities, a structured

continuous improvement process and a training programme

ensuring employees are competent to execute particular SHEQ

duties.

A four-phase plan has been in place for some time to address

areas of non- or part-compliance with the aim of achieving full

compliance with all relevant legislation.

Phase 1 is almost entirely rolled-out across the group and we are now concentrating on implementing Phases 2 and 3.

Phase 1

focuses on statutory

appointments, training and

competence, monthly

statutory inspections,

registers, fi re prevention

and control measures, good

housekeeping, demarcation

and symbolic safety

signage, incident

management and

procedure, SHEQ

committee meetings and

ensuring management

commitment.

Phase 4

will deal with the

sophistication of

performance measurement

and control, and a

management review

process.

Phase 2

focuses on risk impact

assessments, planned task

observations, vehicle

maintenance and inspection

procedures and emergency

preparedness and

response.

Phase 3

seeks to ensure the

implementation of

environmental management

and control procedures,

personal hygiene

programmes, occupational

hygiene management and

infra-structure management

and control.


Our people (continued)44

We sadly reported one fatality while on duty, Lindokuhle

(Welcome) Mazibuko, in March 2013. There were also 33 incidents

reported during the year, analysis of which indicates that minor

types of injuries were sustained, although sometimes to major

body parts e.g. eyes. The major causes of injuries were losing

footing, getting trapped between objects and accidentally getting

objects in eyes.

Health and safety training during the year included:

Training intervention type VDS CVDS Atlas

OneLogix

Projex

Basic Fire Fighting 8 1 – 5First Aid Level 1 12 1 2 5Safety Representative Course 10 1 2 1Forklift Certification 1 – 7 2COIDA Course 3 – – –SHEMTECH 1 – – –

Total 35 3 9 13

The group companies at the most advanced stage of compliance, in terms of Phase I, are currently VDS, CVDS, United Bulk and Atlas

Panelbeaters. However the remaining group companies made good compliance progress during the year.

The major occurrence of incidents within the group during the year occurred at VDS, which is unsurprising given that this is the largest

company in the group.

0

5

10

15

20

25

30

35

40

45

50

AtlasVDSOneLogix CVDS Projex

Health and safety incidents

* There were no incidents reported at PostNet, United Bulk and QSA


45Remuneration report 45

Remuneration CommitteeDuring the year the Remuneration Committee comprised

independent non-executive directors, JG Modibane, who chaired

the committee, and AJ Grant, as well as non-executive director,

AB Ally.

Subsequent to the untimely death of JG Modibane, LJ Sennelo has

assumed the position of chair, assisted by AJ Grant and AB Ally.

The committee is responsible for determining the remuneration

and terms of employment of the company’s directors and senior

management. It meets as and when required, but at least once on

an annual basis. The CEO attends meetings by invitation and is

excluded from deliberations in respect of his own remuneration.

The committee operates under formal terms of reference setting

out its composition, role and responsibilities. In addition to

establishing the group’s remuneration strategies and policies, the

committee is tasked with determining the criteria used to measure

the performance of executive directors. The terms of reference

further include guidelines for base fees of directors’ remuneration

as well as for payments for termination of an executive director’s

employment.

In evaluating the remuneration of executive directors and senior

management, the committee incorporates an evaluation of their

performance against predetermined benchmarks, industry

standards and the company’s value-added model.

Non-executive directors The attendance fee structure for non-executive directors is set

out in detail below:

Type of fee (per meeting)*

Existing fee

2013

R

Proposed

annual fee

2014

R

BoardChairperson 32 000 35 200Board member 9 000 9 900

Audit and Risk CommitteeChairperson 19 000 23 750Member 12 500 15 625

Remuneration Committee Chairperson 9 000 9 900Member 9 000 9 900

Social and Ethics CommitteeMember 9 000 9 900

Directors’ emoluments are set out in note 24 to the annual

fi nancial statements.

Remuneration practices across the group The company policy with respect to remuneration is to maintain

the salary levels, including those of executives, at comparable

market medians, while also striving to maintain a company culture

and other employment factors well above comparable market

norms.

For the past few years the average salary increase across the

group has been higher than the cost of living increase. While the

percentage increase is set at group level, individual managing

directors of group companies have the discretion to vary this

percentage both upwards and down, depending on particular

circumstances within that company. Certain staff have increases

determined by Bargaining Councils and the company is therefore

bound by these decisions.

Group companies strive to pay bonuses whenever possible.

Bonuses are performance-related and are measured by pre-

determined criteria during performance reviews. Bonus payments

are determined on a formula basis pertinent to each particular

company.

The company makes a contribution on behalf of employees to a

provident fund and in addition staff have the opportunity to make

their own contributions. The company bears the administrative

costs for these additional contributions.

Executive salary scales are determined by reports generated

specifi cally for the group by PE Corporate Services. Three reports

are utilised:

a. Top Executive Remuneration Survey (‘TERS’), which considers

800 companies both listed and unlisted within South Africa.

b. The JSE Abstract of Disclosed Information, based on

published fi nancial information of all JSE-listed companies for

the last 12 months and suitably adjusted for infl ation for

purposes of the OneLogix comparison.

c. Peer comparisons of JSE-listed companies, suitably adjusted

for infl ation where applicable.

The executives’ bonus payment is based on a return on equity

formula which has been in operation for the past few years.


Environmental conservation

OneLogix is cognisant of the impact it has on the environment

and has actively implemented consumption saving initiatives

throughout the group.

A central element of the group’s procurement policy is to engage

suppliers with a proven ability to:

• cost effectively supply the most advanced environmentally

friendly product; and

• recycle used product in accordance with current industry

environmental standards.

The group’s strong emphasis on operating effi ciency has a clear

congruence with best environmental practice.

Chemical products used within the group are monitored and only

specifi ed cleaning materials with acceptable specifi cations are

used. In addition appropriate spray booths capture solvent and

oil waste product and wash bays effl uent is channelled to

separate waste, oil and water. Our bulk tanker wash bays meet all

environmental specifi cations.

Another area of concern is fuel and oil spillage, wastage and theft

which is a priority for the group. Tanks are purposefully designed

to minimise spillage and limit ground pollution.

With respect to our vehicles all used tyres are returned to

suppliers for appropriate recycling purposes and no asbestos

products are accepted when replacing brake shoes and clutch

plates on vehicles.

In terms of recycling other materials, used batteries are all

returned to suppliers with ability to recycle, scrap metal is sold to

approved scrap dealers and all scrap paper is sold to recycling

organisations.

To conserve electricity, electrical equipment and appliances are

switched off at night wherever appropriate and environmentally

effi cient equipment is used wherever possible.

Going forward the group intends measuring its carbon footprint

and implementing formal programmes to offset carbon emissions.

46

VDS moving forward on fuel effi ciency The fuel effi ciency process introduced at VDS not only results in cost effi ciencies but also reduces the company’s emissions.

Ensuring fuel effi ciency within the group is maintained at an optimal level is achieved by a combination of outsourced providers

and group resources as set out below:

an outsourced and specialist organisation produces measurement metrics for diesel usage per truck for the entire fl eet. When

these metrics exceed the norm, this is fl agged with internal fl eet controllers who take appropriate action;

a further specialist service provider produces information on fuel consumption per driver on a monthly basis;

OneLogix’s internal driver training programme ensures further controls such as excessive idling and ‘green band’ driving

metrics;

Drive Report and DriveCam profi ling of driver behaviour; and

timely and effi cient workshop servicing of vehicles.


47Community upliftment 47

The various companies within the group support a range of deserving community upliftment projects within their geographic region.

VDSFor the third year in a row, VDS committed over

R100 000 to assisting the East London Rotary Club

deliver nappies to children in the rural Eastern Cape.

Throughout the year nappies were collected by VDS

vehicles at several geographic points throughout

South Africa (mostly in Johannesburg and Cape Town)

and delivered to a central collection point in East

London.

VDS further contributed some R5 000 to various other

charitable institutions during the year, the most notable

of which were to the Pathway School (see Atlas

Panelbeaters below) and the John Wesley Community

Center in Benoni.

OneLogix Projex The company has been supporting Umthombo Street

Children, a not for profi t company, since May 2012 with

a monthly donation of R5 000 (R60 000 per annum).

Umthombo is committed to providing alternatives off

the streets for destitute children in Durban. In many

cases this means reintegration back into their

communities with appropriate family preparation and

support, and if this is not possible, empowering them to

make a fresh start.

Atlas PanelbeatersAtlas Panelbeaters contributed R30 000 to Pathway

School in Pretoria, a non-profi t organisation providing

schooling for disabled children. A further R5 000 was

donated to CANSA (the Cancer Association of South

Africa) later in the year.

United BulkUnited Bulk has been involved in hosting the Free State leg

of the well-known ‘Rally to Read’ initiative for the past 11

years. It is an annual event involving business and remote

schools around the country, in terms of which convoys of

off-road vehicles deliver educational material to some of

the country’s most neglected schools. In order to ensure

the sustainability of this initiative, the respected READ

Educational Trust follows up with principals, teachers and

children during the remainder of the year. United Bulk’s

annual contribution to Rally to Read amounts to

approximately R300 000.

OneLogix Head Offi ceThe OneLogix Head Offi ce supports a staff initiated

project known as The OneLogix Care Group via an annual

donation of funds including profi t derived from vending

machines located within group companies. The Care

Group itself also undertakes fund raising activities. The

Care Group aims to assist staff members throughout the

group who are deserving of assistance. Examples of

initiatives are: donating a wheelchair for use by a staff

member’s son who is severely paraplegic; funding the

replacement of household goods for a colleague whose

shack burnt down; and assisting in a cochlear operation

for a staff family member.


48 Community upliftment (continued)

PostNetFor the second consecutive year, PostNet has hosted 20

underprivileged primary school children at each of the

Stormers (Super 15 Rugby championship) and Western

Province (Currie Cup championship) home games at

Newlands, Cape Town. Two teachers accompany the children,

who receive free transport, entry, lunch, a school stationery

pack of PostNet products, T-shirts, front line seating, and an

exclusive opportunity to meet with the home players after the

game. PostNet’s annual contribution to this initiative exceeds

R300 000.

In addition to this, PostNet contributes R20 000 to Potters

House in Soweto, a Christian graphic and web design school

which imparts skills to disadvantaged teenage children. It

also facilitates their access to employment in the mainstream

graphic design world.

PostNet further contributes R1 000 per annum to the National

Sea Rescue Institute.

49Notes to the annual fi nancial statements (continued)


While the world was expecting the worst to unfold during the country’s

fi rst democratic elections in April 1994, Ian Lourens and Chris Wheeler

were polishing windows, marshalling shopfi tters, preparing stock and

training staff in preparation for the opening of the country’s fi rst PostNet

store in Benmore Gardens, Sandton.

Staring adversity in the face became a way of life for these two founders

of PostNet, who are still with the OneLogix group. PostNet faced many

trials during its set up phase, such as legal challenges from the South

African Post Offi ce, attracting sceptical franchisees and customers and

convincing landlords of the viability of the concept. To the surprise of

many, all obstacles were overcome after substantial fi nancial and

personal sacrifi ce by the founders.

Today the PostNet store network consists of 263 stores countrywide and

employs over 1 500 people.

The entrepreneurial legacy of the founders is to be found in the prevailing

culture. Managing Director Chris Wheeler places an emphasis on

innovation, teamwork, commitment, open communication, trust and a

strong work ethic and training of people is a cornerstone of the business.

There is a strong interdependence between head offi ce and the store

network. Franchisees are referred to as business partners and are

supported by an experienced and enabling team of business development

managers.

Annual fi nancial statements

Owner operated retail network throughout South Africa

263 franchise stores

Largest privately-owned counter network in South Africa

> 60 000 customers per day

55 000 mailbox customers

> 475 000 domestic parcels moved pa

> 100 000 international parcels moved pa

Directors’ statement of responsibility ................ 50

Declaration by the company secretary ...............51

Directors’ report.................................................. 52

Report of the Audit and Risk Committee ........... 54

Independent auditors’ report ............................. 55

Statements of fi nancial position ......................... 56

Statements of comprehensive income .............. 57

Statements of changes in equity ........................ 58

Statements of cash fl ow ..................................... 60

Accounting policies ............................................ 61

Notes to the annual fi nancial statements ........... 69

Talk, listen and learn, the world is

changing fast, big will not beat small

anymore, it will be the fast beating

the slow.

Key facts


50 Directors’ statement of responsibility

The directors acknowledge their responsibility for the adequacy of accounting records, the effectiveness of risk management and the

internal control environment, the appropriateness of accounting policies supported by reasonable and prudent judgements and the

consistency of estimates. The directors further acknowledge their responsibility for the preparation of the annual consolidated fi nancial

statements, adherence to applicable accounting standards and presentation of related information that fairly presents the state of

affairs and the results of the company and of the group.

The annual consolidated fi nancial statements set out in this report incorporate the results for the year ended 31 May 2013. They have

been prepared by the directors in accordance with International Financial Reporting Standards, as well the SAICA Financial Reporting

Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting

Standards Council, the JSE Listings Requirements and in the manner required by the South African Companies Act. They incorporate

full and adequate disclosure and are based on appropriate accounting policies which have been consistently applied and which are

supported by reasonable and prudent judgements and estimates.

No event material to the understanding of this report has occurred between the fi nancial year-end and the date of this report. In the

context of the audit carried out for the purposes of expressing an opinion on the fair presentation of the annual consolidated fi nancial

statements, the auditors have concurred with the disclosures of the directors on going concern.

The external auditors are not responsible for providing an independent assessment of internal fi nancial controls but are responsible for

reporting on whether the fi nancial statements are fairly presented in conformity with International Financial Reporting Standards. The

external audit offers reasonable, but not absolute, assurance on the accuracy of fi nancial disclosures.

Board approvalThe annual consolidated fi nancial statements were approved by the board of directors on 26 August 2013 and are signed on its behalf by:

IK Lourens GM Glass

CEO FD

26 August 2013

Johannesburg


51Declaration by the company secretary

In terms of section 88(2)(e) of the Companies Act, No 71 of 2008, I confi rm that for the year ended 31 May 2013, OneLogix Group

Limited has lodged with the Companies and Intellectual Property Commission all such returns and notices as are required of a public

company in terms of the Act and that all such returns and notices are true, correct and up to date.

Probity Business Services (Pty) Limited

Company secretary

26 August 2013

Johannesburg


52


Directors’ report

The directors present their integrated annual report, which forms part of the annual consolidated fi nancial statements of the company

and the group for the year ended 31 May 2013.

Preparation of fi nancial statements in terms of the Companies ActThe annual consolidated fi nancial statements have been audited by PricewaterhouseCoopers Inc. in accordance with the requirements

of the Companies Act. The fi nancial statements were prepared by Mr Geoff Glass, the Financial Director of the group, who is a qualifi ed

CA(SA).

Nature of businessThe group’s activities are specialised logistics for passenger and commercial vehicles, liquid bulk logistics, repairs to commercial

vehicles, transport of goods and franchise activities.

Group resultsThe group’s fi nancial results are set out in detail in the annual consolidated fi nancial statements and accompanying notes.

Share capitalAt year-end the authorised share capital comprised 500 000 000 ordinary shares of 1 cent each, of which 231 595 235 (2012: 231 595 235)

were issued.

The company’s unissued shares have been placed under the control of the directors until the upcoming annual general meeting.

SubsidiariesDetails of the company’s interest in its subsidiaries are set out in note 25 to the annual consolidated fi nancial statements.

DividendA dividend of 4,5 cents per share was declared and paid during the year under review (2012: 1,8 cents per share). A further dividend of

5 cents per share was approved on 26 August 2013 and will be paid on 7 October 2013.

Capital distributionA capital distribution of 4,5 cents per share was declared and paid during the year under review (2012: 6,7 cents per share).

DirectorsThe directors during the year were as follows:

Non-executive directors

SM Pityana (Chairperson)

AB Ally (alternate DA Hirschowitz)

AC Brooking

Independent non-executive directors

AJ Grant

JG Modibane (deceased 23 February 2013)

LJ Sennelo (appointed 25 July 2012)

Executive directors

NJ Bester

GM Glass (FD)

IK Lourens (CEO)

CV McCulloch (COO)

In terms of the memorandum of incorporation, AJ Grant and SM Pityana will retire as directors at the upcoming annual general meeting

and, being eligible, will offer themselves for re-election.

Directors’ interestNo material contracts in which directors have an interest were entered into during the year other than the transactions detailed in

note 24 to the annual consolidated fi nancial statements.

Directors’ emoluments are set out in note 24 to the annual consolidated fi nancial statements.


53

Directors’ shareholdingAt 31 May 2013, the directors of the company held, directly and indirectly, 130 176 470 (2012: 132 629 101) shares in the issued share

capital of the company. Save for the shareholdings detailed below, no other director held any interest in the issued share capital of the

company.

Director

Associate

2013

Direct

2013

Indirect

2013

Associate

2012

Direct

2012

Indirect

2012

AB Ally# 5 938 729 – – 5 938 729 – –NJ Bester* – 91 253 945 – – 91 253 945 –AC Brooking# – – 1 123 126 – – 1 123 126GM Glass* – 1 240 000 – – – 1 500 000IK Lourens* – 13 165 854 – – 13 165 854 –CV McCulloch* – 7 000 000 – – 9 192 631 –SM Pityara# 10 454 816 – – 10 454 816 – –

16 393 545 112 659 799 1 123 126 16 343 545 113 612 430 2 623 126

* Benefi cially held

# Non-benefi cially held

Since year-end to the date of this report there has been no change in directors’ shareholding.

Company secretaryThe secretary of the company during the year under review was Probity Business Services (Pty) Limited, whose business and postal

addresses are set out on the IBC of the integrated annual report.

AuditorsPricewaterhouseCoopers Inc. will continue in offi ce in accordance with Section 90(6) of the Companies Act of South Africa.

Special resolutionsThe following special resolutions were passed by shareholders of the company during the year (all were passed at the annual general

meeting on 26 November 2012):

• general authority for the company or its subsidiaries to acquire shares in the company;

• approval of non-executive remuneration: 2012/2013;

• authority to provide fi nancial assistance for group inter-related companies;

• approval of the conversion of ordinary shares; and

• adoption of new Memorandum of Incorporation.

The following special resolution was passed by the shareholders of OneLogix Projex on 1 March 2013:

• conversion of share capital to no par value and an increase in the authorised share capital.

Subsequent eventsNo material fact or circumstance has occurred between year-end and the date of this report which has a material impact on the

fi nancial position of the company or the group.

26 August 2013

Johannesburg


54 Report of the Audit and Risk Committee

In terms of section 94 of the Companies Act, no 71 of 2008 (the ‘Act’), the Audit and Risk Committee reports that it has adopted

appropriate formal terms of reference as its mandate, and has regulated its affairs in compliance with this mandate, and has discharged

all of responsibilities set out therein.

The Audit and Risk Committee has discharged the functions in terms of its charter and ascribed to it in terms of the Act as follows:

• reviewed the interim and year-end fi nancial statements and integrated annual report, culminating in a recommendation to the board

to adopt them. In the course of its review the committee:

– took appropriate steps to ensure the fi nancial statements were prepared in accordance with International Financial Reporting

Standards (‘IFRS’) and in the manner required by the Act;

– considered and where appropriate, made recommendations on internal fi nancial controls;

– dealt with concerns or complaints on accounting policies, internal audit, the auditing or content of annual consolidated fi nancial

statements, and internal fi nancial controls; and

– reviewed legal matters that could have a signifi cant impact on the group’s fi nancial statements,

• reviewed external audit reports on the annual consolidated fi nancial statements;

• reviewed and approved the internal audit plan;

• reviewed internal audit and risk management reports and, where relevant, made recommendations to the board;

• evaluated the effectiveness of risk management, controls and governance processes;

• verifi ed the independence of the external auditor, nominated PricewaterhouseCoopers Inc. as auditor for 2013 and noted the

appointment of Mr Johan Potgieter as the designated auditor;

• approved audit fees and engagement terms of the external auditor; and

• determined the nature and extent of allowable non-audit services and approved contract terms for non-audit services by the external

auditor.

The members of the Audit and Risk Committee will be re-elected at the forthcoming annual general meeting.

As required by JSE Listings Requirement 3.84(h), the Audit and Risk Committee has satisfi ed itself that the group Financial Director

has appropriate expertise and experience. In addition the committee satisfi ed itself that the composition, experience and skills set of

the fi nance function met the group’s requirements.

Nothing has come to the attention of the Audit and Risk Committee that there has been a material breakdown in the internal accounting

controls during the fi nancial year. We base this on the information and explanations given by management as well as discussions with

the independent external auditors on their results of their audits.

Alec Grant

Audit and Risk Committee Chairperson

26 August 2013


55

Independent auditors’ report to the shareholders of OneLogix Group Limited

We have audited the consolidated and separate fi nancial statements of OneLogix Group Limited, set out on pages 56 to 91 which

comprise the statements of fi nancial position as at 31 May 2013 and the statements of comprehensive income, statements changes in

equity and statements of cash fl ows for the year then ended, and the notes, comprising a summary of signifi cant accounting policies

and other explanatory information.

Directors’ responsibility for the fi nancial statementsThe company’s directors are responsible for the preparation and fair presentation of these consolidated and separate fi nancial

statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South

Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate

fi nancial statements that are free from material misstatements, whether due to fraud or error.

Auditors’ responsibilityOur responsibility is to express an opinion on these consolidated and separate fi nancial statements based on our audit. We conducted

our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance whether the consolidated and separate fi nancial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The

procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial

statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the

entity’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also

includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by

management, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the consolidated and separate fi nancial statements present fairly, in all material respects, the consolidated and separate

fi nancial position of OneLogix Group Limited as at 31 May 2013, and its consolidated and separate fi nancial performance and its

consolidated and separate cash fl ows for the year then ended in accordance with International Financial Reporting Standards, and the

requirements of by the Companies Act of South Africa.

Other reports required by the Companies ActAs part of our audit of the consolidated and separate fi nancial statements for the year ended 31 May 2013, we have read the directors’

report, the Audit and Risk Committee’s report and the company secretary’s certifi cate for the purpose of identifying whether there are

material inconsistencies between these reports and the audited consolidated and separate fi nancial statements. These reports are the

responsibility of the respective preparers. Based on reading these reports we have not identifi ed material inconsistencies between

these reports and the audited consolidated and separate fi nancial statements. However, we have not audited these reports and

accordingly, do not express an opinion on these reports.

PricewaterhouseCoopers Inc.

Director: J Potgieter

Registered Auditor

Johannesburg

26 August 2013


56

at 31 May 2013

Statements of fi nancial position

Group Company

Notes

2013

R’000

2012

R’000

2013

R’000

2012

R’000

ASSETSNon-current assetsProperty, plant and equipment 8 446 418 327 555 – –Intangible assets 9 66 289 31 982 – –Investment in subsidiaries 10 – – 51 401 49 824Investment in associate 11 33 935 – – –Loans and other receivables 12 7 219 6 498 – 66 508Deferred taxation 20 1 474 2 155 – –

555 335 368 190 51 401 116 332

Current assetsInventories 13 10 090 14 759 – –Trade and other receivables 14 148 994 119 210 13 691 32 923Loans and other receivables 12 – – 71 748 –Current tax receivable 5 512 1 943 – –Cash and cash equivalents 15 54 749 102 494 1 438 996

219 345 238 406 86 877 33 919

Total assets 774 680 606 596 138 278 150 251

EQUITY AND LIABILITIESCapital and reservesShare capital 16 2 316 2 316 2 316 2 316Share premium 17 35 375 45 797 40 150 50 572Treasury shares 18 (8 431) (8 431) – –Retained earnings 271 779 216 713 87 056 90 641Revaluation reserve 13 258 13 258 – –Other reserves 153 153 – –Share-based compensation reserve 7 286 5 709 7 286 5 709Foreign currency translation reserve 288 127 – –Transactions with non-controlling interests (29 752) (11 144) – –Non-controlling interests 17 184 5 892 – –

309 456 270 390 136 808 149 238

Non-current liabilitiesInterest-bearing borrowings 19 149 722 122 431 – –Deferred taxation 20 51 605 26 846 – –

201 327 149 277 – –

Current liabilitiesTrade and other payables 21 156 088 136 211 1 437 993Current portion of interest-bearing borrowings 19 74 137 50 017 – –Vendor liability 11 9 000 – – –Non-controlling interest put option liability 27.5 16 206 – – –Current tax liabilities 1 616 701 33 20Bank overdrafts 15 6 850 – – –

263 897 186 929 1 470 1 013

Total liabilities 465 224 336 206 1 470 1 013

Total equity and liabilities 774 680 606 596 138 278 150 251

The accompanying notes are an integral part of the financial statements.


57


Statements of comprehensive income

Group Company

Notes

2013

R’000

2012

R’000

2013

R’000

2012

R’000

Continuing operationsRevenue 1 040 301 864 097 – –Dividend income from subsidiaries – – – 4 146Fuel and motor vehicle expenses (269 508) (206 532) – –Other operating expenses 2 (362 503) (324 279) – –Employment costs 3 (264 445) (205 066) – –(Loss)/profit on disposal of property, plant and equipment (255) 6 001 – –Depreciation of property, plant and equipment and amortisation of intangible assets (51 054) (43 801) – –

Operating profit 92 536 90 420 – 4 146Share of profit of associate 4 814 – – –Finance costs 4 (15 494) (11 470) – –Finance income 4 2 423 2 553 7 458 8 094

Profit before taxation 84 279 81 503 7 458 12 240Taxation 5 (22 237) (23 750) (621) (22)

Profit from continuing operations 62 042 57 753 6 837 12 218Profit from discontinued operation 6 8 762 2 103 – –

70 804 59 856 6 837 12 218

Other comprehensive income:Currency translation differences 161 165 – –Deferred tax increase due to CGT rate change – (760) – –

Other comprehensive income for the year net of tax 161 (595) – –

Total comprehensive income 70 965 59 261 6 837 12 218

Profit attributable to:– Owners of the parent 65 488 53 729– Non-controlling interests 5 316 6 127

70 804 59 856

Total comprehensive income attributable to:– Owners of the parent 65 649 53 134– Non-controlling interests 5 316 6 127

70 965 59 261

Total comprehensive income attributable to owners of the parent arises from:– Continuing operations 56 941 51 501– Discontinued operations 8 708 1 633

65 649 53 134

Basic earnings per share (cents) 7 29,0 24,5Continuing operations 25,1 23,8Discontinued operations 3,9 0,7

Diluted basic earnings per share (cents) 7 28,3 24,0Continuing operations 24,5 23,3Discontinued operations 3,8 0,7



58


Statements of changes in equity

Attributable to equity holders

Group

Share capital R’000

Share premium

R’000

Treasury shares R’000

Retained earnings

R’000

Reva-luation reserve

R’000

Other reserves

R’000

Share-based

compen-sation

reserve R’000

Foreign currency

trans-lation

reserve R’000

Trans-actions

with non-control-

ling interests

R’000

Non-control-

ling interests

R’000Total

R’000

At 1 June 2011 2 021 20 227 (264) 167 153 11 067 52 – (30) – 30 046 230 272Dividends declared to non-controlling interests – – – – – – – – – (3 265) (3 265)Capital distribution to shareholders – (15 526) – – – – – – – – (15 526)Dividends to shareholders – – – (4 169) – – – – – – (4 169)Non-controlling interest acquired – – – – – – – – (1 501) 1 (1 500)Conversion of shareholding in BEE consortium 297 41 859 (8 431) – 2 951 – 4 395 (8) (9 645) (27 017) 4 403Share issue expenses – (444) – – – – – – – – (444)Share-based compensation reserve movement (refer to note 28) – – – – – – 1 314 – – – 1 314General share repurchase (2) (319) – – – – – – – – (321)Treasury shares disposed – – 264 – – 101 – – – – 365Profit for the year – – – 53 729 – – – – – 6 127 59 856Other comprehensive income for the year – – – – (760) – – 165 – – (595)

At 31 May 2012 2 316 45 797 (8 431) 216 713 13 258 153 5 709 127 (11 144) 5 892 270 390

Dividends declared to non-controlling interests – – – – – – – – – (3 789) (3 789)Capital distribution to shareholders – (10 422) – – – – – – – – (10 422)Dividends to shareholders – – – (10 422) – – – – – – (10 422)Non-controlling interest acquired – – – – – – – – – 7 363 7 363Transactions with non-controlling interest (refer to note 26.1) – – – – – – – – (18 608) 2 402 (16 206)Share-based compensation reserve movement (refer to note 28) – – – – – – 1 577 – – – 1 577Profit for the year – – – 65 488 – – – – – 5 316 70 804Other comprehensive income for the year – – – – – – – 161 – – 161

At 31 May 2013 2 316 35 375 (8 431) 271 779 13 258 153 7 286 288 (29 752) 17 184 309 456



59

Company

Share

capital

R’000

Share

premium

R’000

Retained

income

R’000

Share-based

compen-

sation

reserve

R’000

Total

R’000

At 1 June 2011 2 021 25 002 82 592 – 109 615Comprehensive income for the year – – 12 218 – 12 218Capital distributions – (15 526) – – (15 526)Share purchase (2) (319) – – (321)Conversion of shareholding in BEE consortium 297 41 859 – 4 395 46 551Share issue expense – (444) – – (444)Dividend paid – – (4 169) – (4 169)Share-based compensation reserve movement – – – 1 314 1 314

At 31 May 2012 2 316 50 572 90 641 5 709 149 238

Comprehensive income for the year – – 6 837 – 6 837Capital distributions – (10 422) – – (10 422)Dividend paid – – (10 422) – (10 422)Share-based compensation reserve movement – – – 1 577 1 577

At 31 May 2013 2 316 40 150 87 056 7 286 136 808



60


Statements of cash fl ow

Group Company

Notes

2013

R’000

Restated

2012

R’000

2013

R’000

2012

R’000

Cash flows from operating activitiesCash receipts from customers 1 114 775 947 896 14 436 –Cash paid to suppliers and employees (968 650) (793 415) – (37 298)

Cash generated from/(utilised in) operations 23 146 125 154 481 14 436 (37 298)Interest received 2 423 2 553 7 458 8 094Interest paid (15 494) (11 470) – –Taxation paid (21 354) (22 390) (608) (4)Dividend paid to non-controlling interest (3 789) (2 865) – –Dividend paid to shareholders (10 422) (4 169) (10 422) (4 169)Dividend received – – – 4 146Discontinued operation 6 (58) 2 934 – –

Net cash flows from/(utilised in) operating activities 97 431 119 074 10 864 (29 231)

Cash flows from investing activitiesPurchase of property, plant and equipment 8 (24 186) (21 418) – –Purchase of intangible assets (1 783) (1 763) – –Proceeds from disposal of property, plant and equipment 8 456 29 057 – –Acquisition of subsidiaries 26 (59 094) – – –Acquisition of associate 11 (20 120) – – –Disposal of subsidiary 23.1 8 492 – – –Increase in non-current receivables (1 262) (768) – –Insurance proceeds 1 015 – – –Discontinued operation 6 (62) (462) – –

Net cash flows used in investing activities (88 544) 4 646 – –

Cash flows from financing activitiesCapital distribution (10 422) (15 526) (10 422) (15 526)Increase in borrowings 8 522 9 894 – –Repayment of borrowings (61 617) (56 680) – –Repayments of accrued preference shares – – – 46 116Share issue expenses – (444) – (444)Sale of treasury shares – 382 – –Repurchase of shares – (321) – (321)Acquisition of non-controlling interest – (1 500) – –Discontinued operation 6 (75) 65 – –

Net cash flows (used in)/from financing activities (63 592) (64 130) (10 422) 29 825

Net (decrease)/increase in cash and cash equivalents (54 705) 59 590 442 594Cash and cash equivalents at beginning of year 102 494 42 791 996 402Exchange gain on cash resources 110 113 – –

Cash and cash equivalents at end of year 15 47 899 102 494 1 438 996



61


Accounting policies

The signifi cant accounting policies adopted in the preparation of the group’s fi nancial statements are set out below. Except as

described below, these policies have been consistently applied to all the years presented.

1. Basis of preparation The consolidated fi nancial statements have been prepared in accordance with International Financial Reporting Standards

(‘IFRS’). The consolidated fi nancial statements have been prepared under the historical cost convention, as modifi ed by the

revaluation of certain items of property.

The preparation of fi nancial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also

requires management to exercise judgement in the process of applying the group’s accounting policies. Actual results could differ

from those estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates

are signifi cant to the fi nancial statements are disclosed in note 22 of the accounting policies.

1.1 Cash fl ow restatement Cash fl ows from investing activities and cash fl ows from fi nancing activities for the year ended 31 May 2012 have been restated.

Property, plant and equipment additions previously included acquisitions of assets that were fi nanced by instalment sale

agreements and mortgage bonds. In terms of IAS 7: Statement of Cash Flows, only cash payments for assets acquired should

be included and not those fi nanced by way of fi nance lease or acquired on credit. Additions fi nanced by way of instalment sale

agreements and mortgage bonds have been excluded from the restated cash fl ows from investing activities line item.

Accordingly, borrowings raised included the gross amounts of new instalment sales agreements and mortgage bonds

entered into during the year and these have been excluded from the restated cash fl ow from fi nancing activities line item.

The previously reported and restated line items are shown in the table below:

2012As previously

reported

R’000

Adjustment

R’000

As restated

R’000

Purchase of property, plant and equipment (117 747) 96 329 (21 418)Net cash flows from investing activities (91 683) 96 329 4 646Increase in borrowings 106 223 (96 329) 9 894Net cash flows from financing activities 32 199 (96 329) (64 130)

The restatement had no impact on net movement in cash resources, nor the balance thereof at year-end.

2. Consolidation 2.1 Subsidiaries Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the fi nancial

and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and

effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the

group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group.

They are deconsolidated from the date on which control ceases.

Investments in subsidiaries in the company’s stand-alone fi nancial statements are accounted for at cost less impairment.

Cost is adjusted to refl ect changes in consideration arising from contingent consideration amendments. Cost also includes

direct attributable costs of investment.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised

losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Subsidiaries’

accounting policies have been changed where necessary to ensure consistency with the policies adopted by the group.

Business combinations

The group uses the acquisition method of accounting to account for business combinations. The consideration transferred

for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests

issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent

consideration arrangement. Acquisition-related costs are expensed as incurred. Identifi able assets acquired and liabilities

and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

On an acquisition-by-acquisition basis, the group recognises any non-controlling interest in the acquiree either at fair value

or at the non-controlling interest’s proportionate share of the acquiree’s net assets.


62


Accounting policies (continued)

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-

date fair value of any previous equity interest in the acquiree over the fair value of the group’s share of the identifi able net

assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the

case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income.

Common control transactions

Business combinations in which all of the combining entities or businesses are ultimately controlled by the same party or

parties both before and after the business combination (and where that control is not transitory) are referred to as common

control transactions. The accounting policy for the acquiring entity would be to account for the transaction at book value in

its consolidated fi nancial statements. The book value of the acquired entity is the consolidated book value as refl ected in

the consolidated fi nancial statements of the selling entity. The excess of the cost of the transaction over the acquirer’s

proportionate share of the net asset value acquired in common control transactions, will be allocated to the existing control

business combination reserve in equity. Where comparative periods are presented, the fi nancial statements and fi nancial

information presented are not restated.

Transactions with non-controlling interest

The group treats transactions with non-controlling interests as transactions with equity owners of the group. For purchases

from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying

value of net assets of the subsidiary is recorded in equity in a separate reserve. Dilution gains or losses on disposals to

non-controlling interests are also recorded in equity in a separate reserve. This reserve may be transferred to retained

earnings.

Written put options over the group’s own shares are accounted for as gross liabilities and initially measured at fair value,

being the present value of redemption amount. As the liability is contingent on events beyond the group’s control, it is

accounted for as a demand liability. The liability is not held for trading or otherwise designated as fair value through profi t

or loss and is therefore accounted for at amortised cost. The liability is remeasured at each reporting date to the expected

cash fl ow amount with any changes accounted through profi t and loss.

2.2 Associates Associates are all entities over which the group has signifi cant infl uence but not control, generally accompanying a

shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity

method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is

increased or decreased to recognise the investors share of the profi t or loss of the investee after the date of acquisition. The

group’s investment in associates includes goodwill identifi ed on acquisition.

If the ownership interest in an associate is reduced but signifi cant infl uence is retained, only a proportionate share of the

amounts previously recognised in other comprehensive income is reclassifi ed to profi t or loss where appropriate. Dilution

profi ts and losses relating to such partial disposal are accounted for in the income statement.

The group’s share of post acquisition profi t or loss is recognised in the income statement, and its share of post acquisition

movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment

to the carrying amount of the investment. When the group’s share of losses in an associate equals or exceeds its interest in

the associate, including any other unsecured receivables, the group does not recognise further losses, unless it has incurred

legal or constructive obligations or made payments on behalf of the associate.

The group determines at each reporting date whether there is any objective evidence that the investment in the associate is

impaired. If this is the case, the group calculates the amount of impairment as the difference between the recoverable

amount of the associate and its carrying value and recognises the amount adjacent to share of profi t/(loss) of associates in

the income statement.

Profi ts and losses resulting from upstream and downstream transactions between the group and its associate are recognised

in the group’s fi nancial statements only to the extent of unrelated investors interests in the associates. Unrealised losses are

eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of

associates have been changed where necessary to ensure consistency with the policies adopted by the group.

Dilution gains and losses arising on investments in associates are recognised in the income statement.

Any contingent consideration to be transferred by the group is recognised at fair value at the acquisition date. Subsequent

changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance

with IAS 39 and adjusted to the investment in associate.


63

3. Foreign currencies Items included in the annual consolidated fi nancial statements of each of the group’s entities are measured using the currency of

the primary economic environment in which the entity operates (‘the functional currency’). The consolidated fi nancial statements

are presented in South African Rand which is the group’s presentation currency.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the

transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the

year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income

statement under other expenses.

The results and fi nancial position of all the group entities (none of which has the currency of a hyper-infl ationary economy) that

have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

(b) income and expenses for each income statement are translated at average exchange rates (unless this average is not a

reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and

expenses are translated at the rate on the dates of the transactions); and

(c) all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings

and other currency instruments designated as hedges of such investments, are taken to other comprehensive income. When a

foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income

statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign

entity and translated at the closing rate. Exchange differences are recognised in other comprehensive income.

4. Property, plant and equipment Land and buildings comprise mainly vehicle storage facilities and offi ces. All property, plant and equipment (‘PPE’) is shown at

cost less subsequent depreciation and impairment, except for land, which is shown at revaluation less impairment. Land is shown

at fair value based on periodic, but at least triennial, valuations by external independent valuers. All other classes of plant and

equipment are stated at historical cost less depreciation. Increases in the carrying amount arising on revaluation of land and

buildings are credited to other comprehensive income and shown as revaluation reserves in shareholders’ equity. Decreases that

offset previous increases of the same asset are charged in other comprehensive income and debited against revaluation reserves

directly in equity; all other decreases are charged to operating profi t. Cost includes expenditure that is directly attributable to the

acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is

probable that future economic benefi ts associated with the item will fl ow to the group and the cost of the item can be measured

reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the fi nancial period in

which they are incurred.

Depreciation on assets is calculated using the straight-line method to allocate the cost of each asset to its residual value over its

estimated useful life, as follows:Years

Vehicles – trailers 7 – 15Vehicles – horses 4 – 8Buildings 20Plant and equipment 4 – 10Office furniture and equipment 5 – 10Computer equipment and software 2 – 3Vehicles 4 – 5Leasehold improvements Shorter of useful life or the period of the leaseVehicle storage facilities 10 – 20Land is not depreciated

Major renovations are depreciated over the remaining useful life of the related asset or to the date of the next major renovation,

whichever is sooner.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of fi nancial position date.


64



An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than

its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the income

statement. Borrowing costs incurred for the construction of any qualifying assets are capitalised during the period of time that is

required to complete and prepare the asset for its intended use. Other borrowing costs are expensed.

5. Intangible assets (a) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifi able assets

of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible

assets. Goodwill on acquisitions of associates is included in investments in associates. Goodwill on acquisition of subsidiaries

is tested annually for impairment or more frequently if assets and circumstances indicate a potential impairment. The carrying

value of goodwill is compared to the recoverable amount, which is the higher of the value in use and the fair value less costs

to sell. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing.

(b) Brands and contractual customer relationships

Brands and contractual customer relationships are recognised at cost. They have a defi nite useful life and are carried at cost

less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of brands and

customer relationships over their estimated useful lives (3 – 5 years).

(c) Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specifi c

software. These costs are amortised over their estimated useful lives (two years).

Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred.

Costs that are directly associated with the production of identifi able and unique software products controlled by the group,

and that will probably generate economic benefi ts exceeding costs beyond one year, are recognised as intangible assets.

Direct costs include the costs of software development employees and an appropriate portion of relevant overheads.

Computer software and development costs recognised as assets are amortised over their estimated useful lives using the

straight-line method (not exceeding fi ve years).

(d) Research and development

Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the

design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will

be a success, considering its commercial and technological feasibility, and costs can be measured reliably. Other development

expenditures are recognised as an expense as incurred. Development costs previously recognised as an expense are not

recognised as an asset in a subsequent period. Development costs that have a fi nite useful life and that have been capitalised

are amortised from the commencement of the commercial production of the product on a straight-line basis over the period

of its expected benefi t, (not exceeding fi ve years).

6. Impairment of non-fi nancial assets Assets that have an indefi nite useful life (such as goodwill) are not subject to amortisation and are tested annually for impairment.

Assets that are subject to amortisation are tested for impairment whenever events or changes in circumstance indicate that the

carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount

exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash

fl ows (cash-generating units). An impairment loss recognised on an asset in a previous period is written back through the income

statement if the estimates used to calculate the recoverable amount have changed since the previous impairment loss was

recognised. The reversal of the impairment charge is limited to the carrying amount that would have been determined had no

impairment loss been recognised in previous years. Non-fi nancial assets other than goodwill that suffered impairment are reviewed

for possible reversal of the impairment at the reporting date. Impairment losses on goodwill are not reversed.

7. Financial assets The group classifi es its fi nancial assets in the following categories: fi nancial assets at fair value through profi t or loss, loans and

receivables, held-to-maturity investments, and available-for-sale fi nancial assets. The classifi cation depends on the purpose for

which the fi nancial assets were acquired. Management determines the classifi cation of its investments at initial recognition. The

group had no fi nancial assets carried at fair value through profi t or loss, held-to-maturity investments or available-for-sale fi nancial

assets during the current or prior years.


65

(a) Loans and receivables

Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active

market and with no intention of trading. They are included in current assets, except for maturities greater than 12 months after

the balance sheet date. These are classifi ed as non-current assets. Loans and receivables are included in trade and other

receivables in the balance sheet.

Purchases and sales of investments are recognised on trade-date, the date on which the group commits to purchase or sell the

asset. Investments are initially recognised at fair value plus transaction costs for all fi nancial assets not carried at fair value through

profi t or loss. Investments are derecognised when the rights to receive cash fl ows from the investments have expired or have been

transferred and the group has transferred substantially all risks and rewards of ownership.

The group assesses at each balance sheet date whether there is objective evidence that a fi nancial asset or a group of fi nancial

assets is impaired. Impairment losses recognised in the income statement on equity instruments are not reversed through the

income statement. Refer to accounting policy for trade receivables for impairment policy.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right

to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability

simultaneously.

8. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. It

excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable

variable selling expenses.

9. Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest

method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective

evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Signifi cant

fi nancial diffi culties of the debtor, probability that the debtor will enter bankruptcy or fi nancial reorganisation, and default or

delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the

difference between the asset’s carrying amount and the present value of estimated future cash fl ows, discounted at the effective

interest rate. The amount of the provision is recognised in the income statement.

10. Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with

original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities

on the balance sheet.

11. Share capital Ordinary shares are classifi ed as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds,

net of tax.

Where any group company purchases the company’s equity share capital (treasury shares), the consideration paid, including any

directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the company’s equity holders

until the shares are cancelled, reissued or disposed of treasury shares is accounted for in a separate reserve in equity. Where such

shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction

costs and the related income tax effects, is included in equity attributable to the company’s equity holders. The profi t/(loss)

realised on sale of treasury shares is accounted for in a separate reserve in equity.

12. Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised

cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income

statement over the period of the borrowings using the effective interest method.

Borrowings are classifi ed as current liabilities unless the group has an unconditional right to defer settlement of the liability for at

least 12 months after the balance sheet date.

13. Current and deferred income tax The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the

extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised

in other comprehensive income or directly in equity, respectively.


66



The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet

date in countries where the company’s subsidiaries and associate operate and generate taxable income. Management

periodically evaluates individual positions taken in tax returns with respect to situations in which applicable tax regulation is

subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax

authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the consolidated fi nancial statements. The deferred income tax is not accounted

for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of

the transaction affects neither accounting or taxable profi t or loss. Deferred income tax is determined using tax rates and laws

that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred

income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profi t will be available, against which

the temporary differences can be utilised. The estimated future taxable profi ts are based on management’s forecasts and budgets.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the

reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in

the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against

current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation

authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

14. Employee benefi ts (a) Pension obligations

Group companies operate various pension schemes. The schemes are funded through payments to insurance companies or

trustee-administered funds, determined by periodic actuarial calculations. The group has defi ned contribution plans.

A defi ned contribution plan is a pension plan under which the group pays fi xed contributions to a separate entity. The group

has no legal or constructive obligations to pay further contributions if the fund does not hold suffi cient assets to pay all

employees the benefi ts relating to employee service in the current and prior periods. The contributions are recognised as

employee benefi t expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash

refund or a reduction in the future payments is available.

(b) Termination benefi ts

Termination benefi ts are payable when employment is terminated before the normal retirement date, or when an employee

accepts voluntary redundancy in exchange for these benefi ts. The group recognises termination benefi ts when it is

demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan

without possibility of withdrawal; or providing termination benefi ts as a result of an offer made to encourage voluntary

redundancy. Benefi ts falling due more than 12 months after balance sheet date are discounted to present value.

(c) Profi t-sharing and bonus plans

The group recognises a liability and an expense for bonuses and profi t-sharing, based on a formula that takes into consideration

the profi t attributable to the company’s shareholders after certain adjustments. The group recognises a provision where

contractually obliged or where there is a past practice that has created a constructive obligation.

(d) Share-based compensation plan

The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employee

as consideration for shares of the group. The fair value of the employee services received in exchange for the grant of the

options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the shares

as at the grant date, adjusted for the number of shares expected to vest in November 2013. Service conditions are the only

vesting conditions associated with the shares. The shares that are expected to vest have been issued to the BEE share trust

and are consolidated as treasury shares until they unconditionally vest to employees in November 2013.

At the end of each reporting period, the group revises its estimates of the number of shares expected to vest. It recognises the

impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

15. Provisions Provisions for restructuring costs and legal claims are recognised when the group has a present legal or constructive obligation

as a result of past events; it is more likely than not that an outfl ow of resources will be required to settle the obligation; and the


67

amount has been reliably estimated. Restructuring provisions comprise lease termination penalties and employee termination

payments. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outfl ow will be required in settlement is determined by

considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outfl ow with respect to any

one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present

obligation at the balance sheet date. The discount rate used to determine the present value refl ects current market assessments

of the time value of money and the increases specifi c to the liability.

16. Revenue 16.1 Revenue recognition Revenue comprises the fair value of the sale of services and publications, net of value-added tax, rebates and discounts

and after eliminating sales within the group. Revenue is recognised in the ordinary course of business as follows:

(a) Sales of services

Services offered by the group include the following:

• delivery of motor vehicles (passenger and commercial);

• repairs to commercial motor vehicles; and

• general and abnormal transport of goods, liquids and gas.

Sales of services are recognised in the accounting period in which the services are rendered, by reference to completion

of the specifi c transaction assessed on the basis of the actual service provided as a proportion of the total services to

be provided. Estimation of the percentage of completion of trips does not involve signifi cant judgement due to the

relatively short distance of trips which are normally completed within a short time period.

(b) Royalty income

Royalty income is billed monthly and is recognised on an accruals basis. Royalty income is calculated as a percentage

of the franchisee’s turnover.

16.2 Recognition of other income (a) Interest income

Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is

impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash fl ow

discounted at the original effective interest rate of the instrument, and continues accreting the discount as interest

income. Interest income on impaired loans is recognised either as cash is collected or on a cost-recovery basis as

conditions warrant.

(b) Dividend income

Dividend income is recognised when the right to receive payment is established.

17. Leases The group is the lessee

Leases of property, plant and equipment where the group has substantially all the risks and rewards of ownership are classifi ed

as fi nance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and

the present value of the minimum lease payments. Each lease payment is allocated between the liability and fi nance charges so

as to achieve a constant rate on the fi nance balance outstanding. The corresponding rental obligations, net of fi nance charges,

are included in other long-term payables. The interest element of the fi nance cost is charged to the income statement over the

lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The

property, plant and equipment acquired under fi nance leases are depreciated over the shorter of the asset’s useful life and the

lease term.

Leases where the lessor retains substantially all the risks and rewards of ownership are classifi ed as operating leases. Payments

made under operating leases, net of any incentives received from the lessor, are charged to the income statement on a straight-

line basis over the period of the lease.

18. Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from

suppliers. Accounts payable are classifi ed as current liabilities if payment is due within one year or less (or in the normal operating

cycle of the business if longer). If not, they are presented as non-current liabilities.


68



Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest

method.

19. Dividend distribution Dividend distribution to the company’s shareholders is recognised as a liability in the group’s fi nancial statements in the period in

which the dividends are approved by the company’s shareholders.

20. Dividend tax Secondary tax on companies (‘STC’) has been replaced with dividend tax with effect from 1 April 2012 at a rate of 15%.

21. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-

maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the

operating segments, has been identifi ed as the executive committee that makes strategic decisions.

22. Critical accounting estimates and assumptions The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by defi nition, seldom

equal the related actual results. The estimates and assumptions that have a signifi cant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next fi nancial year are discussed below:

(a) Business combinations

On the acquisition of a company or business, a determination of the fair value and the useful life of intangible assets acquired

are performed, which requires the application of management judgement. Future events could cause the assumptions used

by the group to change which could have a signifi cant impact on the results and net position of the group.

(b) Estimated residual values and useful lives of vehicles

The residual values are based on published trade prices of similarly aged comparable assets. Management adjust the residual

values for current industry conditions. The useful life is determined by the estimated utilisation of the related asset.

23. New standards, interpretations and amendments to existing standards issued that are not yet effective: The following new standards, amendments and interpretations to exciting standards are not yet effective as at 31 May 2013. The

group is currently evaluating the effects of the standards and interpretations which have not been early adopted by the group.

Standard/Interpretation Title

Effective for

year ending

Amendment to IFRS 7 Financial instruments: Disclosures – Asset and Liability Offsetting May 14

IFRS 9 Financial Instruments – Classification and measurement of financial assets May 16

IFRS 9Financial Instruments – Guidance on financial liabilities and derecognition of financial instruments May 16

IFRS 10 Consolidated Financial Statements May 14

IFRS 11 Joint Arrangements May 14

IFRS 12 Disclosures of interests in other entities May 14

IFRS 13 Fair value measurement May 14

IAS 27 Separate financial statements May 14

IAS 28 Associates and Joint Ventures May 14

Amendments to IAS 32 Financial Instruments – Presentation May 15

Amendments to IFRS 10, IFRS 11 and IFRS 12

Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities May 14

Amendment to IFRS 1 First-time adoption of IFRS May 14

Amendment to IAS 1 Presentation of Financial Statements May 14

Amendment to IAS 16 Property, Plant and Equipment May 14

Amendment to IAS 32 Financial Instruments Presentation May 14

Amendment to IAS 34 Interim Financial reporting May 14


69


Notes to the annual fi nancial statements

1. Segment information Management has determined the operating segments based on the monthly reports reviewed by the executive committee that are

used to make strategic decisions. The chief operating decision-maker has been identifi ed as the group’s executive committee.

The executive committee considers the business from both a geographical basis and business type, being the Specialised

Transport, and Retail Segment. All revenues are currently derived from operating segments within South Africa. The Zambian and

Zimbabwean operations derive their revenues from VDS as intergroup revenue. This inter-group revenue has been eliminated

within the Specialised Transport segment.

The reportable segments derive their revenue from the following operations:

• Specialised Transport: Services revenue from VDS, CVDS, RFB, OneLogix Projex (RFB and Projex were amalgamated during

the year) and United Bulk; and

• Retail: Royalty and other franchise revenue from the PostNet group.

The other reconciling item includes operating segments which do not meet the individual quantitative threshold for separate

reporting, being QSA and Atlas Panelbeaters.

The group’s executive committee assesses the performance of the operating segments based on operating profi t. This measure

excludes net fi nance costs and taxation expense.

The total assets and total liabilities of the segments presented in the segmental analysis exclude inter-group loans, taxation

payable or receivable and deferred tax. Consolidation entries are shown as part of corporate items.

There are no inter-segment revenues or other business transactions between the segments.

No single customer contributed more than 10% of revenues in the current year.

Segment information for the year ended 31 May 2013

Revenues

R’000

Segment

results

R’000

Segment

assets

R’000

Segment

liabilities

R’000

Specialised Transport 936 967 99 458 686 539 339 856Retail 30 188 12 148 26 261 15 857

Total reportable segments 967 155 111 606 712 800 355 713Other 73 146 4 599 17 146 10 032Corporate items – (23 669) 3 813 46 258

1 040 301 92 536 733 759 412 003

Unallocated:Share of profit of associate – 4 814 – –Finance cost – (15 494) – –Finance income – 2 423 – –Taxation – – 5 512 1 616Deferred taxation – – 1 474 51 605Investment in associate – – 33 935 –

– (8 527) 40 921 53 221

Total 1 040 301 84 279 774 680 465 224

Capital

expenditure

R’000

Depreciation

R’000

Amortisation

R’000

Specialised Transport 75 176 45 254 3 227Other (including discontinuing operation) 1 633 1 826 257Retail 9 893 357 –Corporate items 198 236 –

Total 86 900 47 673 3 484

Discontinued operation (62) (70) (33)

Continuing operations 86 838 47 603 3 451


Notes to the annual fi nancial statements (continued)70


1. Segment information (continued) Segment information for the year ended 31 May 2012

Revenues

R’000

Segment

results

R’000

Segment

assets

R’000

Segment

liabilities

R’000

Specialised Transport 768 424 93 422 480 134 (261 993)Retail 28 648 10 788 16 723 (8 712)

Total reportable segments 797 072 104 210 496 857 (270 705)Other 67 025 5 138 39 202 (25 575)Corporate items – (18 928) 66 439 (12 379)

864 097 90 420 602 498 (308 659)

Unallocated:Finance cost – (11 470) – –Finance income – 2 553 – –Taxation – – 1 943 (701)Deferred taxation – – 2 155 (26 846)

– (8 917) 4 098 (27 547)

Total 864 097 81 503 606 596 (336 206)

Capital

expenditure

R’000

Depreciation

R’000

Amortisation

R’000

Specialised Transport 117 334 39 315 2 283Other (including discontinuing operation) 2 114 1 914 112Retail 310 367 –Corporate items 252 187 –

Total 120 010 41 783 2 395

Discontinued operation (500) (265) (112)

Continuing operations 119 510 41 518 2 283

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

2. Other operating expensesThe following significant items have been charged/(credited) in other operating expenses:Repairs and maintenance expenditure 2 776 2 616 – –Operating lease rentals Property 17 520 10 639 – – Office equipment 876 616 – –Foreign exchange loss 201 769 – –Auditors’ remuneration Audit fees 2 814 2 859 – – Other services 213 15 – –Royalty fees 2 860 2 951 – –Insurance and claims 32 220 26 048 – –Customs, clearing and visa costs 19 852 19 848 – –Subcontractors fees 130 068 126 940 – –Toll fees 29 694 23 403 – –Security 14 596 12 753 – –Other expenses 108 813 94 822 – –

362 503 324 279 – –


71

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

3. Employment costsSalaries and wages 244 265 194 319 – –Staff recruitment 616 441 – –Staff training 3 102 1 258 – –Staff relocation 49 61 – –Contributions to defined contribution plans 14 836 7 410 – –Share-based compensation 1 577 1 577 – –

264 445 205 066 – –

4. Finance (cost)/incomeFinance incomeBank 2 423 2 553 – –Preference share investment dividend accrued – – 5 240 8 023Subsidiary companies – – 2 218 71

2 423 2 553 7 458 8 094

Finance costInstalment sale and mortgage bond liabilities (14 839) (11 460) – –Other (655) (10) – –

(15 494) (11 470) – –

5. TaxationCurrent taxationCurrent year South African Normal Tax 17 601 17 685 621 20Adjustments in respect of prior years – 9 – –Secondary Tax on Companies – 500 – 2Foreign taxation 497 1 000 – –

18 098 19 194 621 22

Deferred taxationCurrent year 4 136 4 556 – –Adjustment in respect of prior year 3 – – –

4 139 4 556 – –

22 237 23 750 621 22

The taxation on the group’s and company’s profit before taxation differs from the theoretical amount that would arise using the basic tax rate as follows:Profit before taxation 84 279 81 503 7 458 12 240Tax calculated at a tax rate of 28% (2012: 28%) 23 598 22 821 2 088 3 427Secondary Tax on Companies – 500 – 2Expenses not deductible for tax purposes 647 992 – –Adjustments in respect of prior year – 11 – –Foreign tax rate differential 119 130 – –Income not subject to taxation (1 348) – (1 467) (3 407)Deductions granted by SARS1 (779) (65) – –Capital profits taxed at 50% – (838) – –Deferred tax increase due to increase in CGT inclusion rate – 195 – –Securities transfer tax – 4 – –

Taxation 22 237 23 750 621 22

Further information about deferred taxation is presented in note 20.

1 These deductions relate to learnership allowances granted by SARS in terms of s12(h) of the Income Tax Act.




Group

2013

R’000

2012

R’000

6. Discontinued operationWith effect from 1 October 2012, OneLogix disposed of its 80% interest in Magscene (Pty) Limited to CTP Limited for R10 million.Comparative financial information in the statement of comprehensive income has been restated to reflect the discontinued operation.Analysis of the discontinued operation is as follows:Revenue 10 181 31 205Operating and administration costs (9 788) (28 009)Depreciation and amortisation (103) (377)Profit on disposal of property, plant and equipment – 28

Operating profit 290 2 847Finance income 90 202Finance costs (9) (32)

Profit before taxation 371 3 017Taxation (104) (914)

Profit from discontinued operations 267 2 103Profit from disposal of discontinued operation 8 495 –

Total profit from discontinued operation 8 762 2 103

Attributable to:– Non-controlling interest 54 470– Equity holders of the company 8 708 1 633

8 762 2 103

Analysis of cash flows from discontinued operation is as follows:Net cash generated from/(utilised by) operating activities (58) 2 934Net cash flows utilised by investing activities (62) (462)Net cash flows (utilised by)/from financing activities (75) 65

7. Earnings and headline earnings per shareBasic and diluted earnings per share are calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the year.Reconciliation to headline earningsProfit attributable to shareholders 65 488 53 729Loss/(profit) on sale of property, plant and equipment 255 (6 001)Taxation and non-controlling interest effect (233) 842Profit on sale of discontinued operation (8 495) –Taxation and non-controlling interest effect – –Insurance proceeds (1 015) –Taxation and non-controlling interest effect 577 –

Headline earnings 56 577 48 570Profit after tax from discontinued operation (note 6) (267) (2 103)Non-controlling interest 54 470

Headline earnings – continuing operation 56 364 46 937


73

Group

2013

R’000

2012

R’000

7. Earnings and headline earnings per share (continued)Net number of shares in issue (‘000)Total 231 595 231 595Treasury shares held (5 938) (5 937)Total less treasury shares 225 658 225 658Weighted average 225 658 219 355Diluted 231 258 223 715

Basic earnings per share (cents) 29,0 24,5

Continuing operations 25,1 23,8Discontinued operation 3,9 0,7

Diluted basic earnings per share (cents) 28,3 24,0


Headline earnings per share (cents) 25,1 22,1


Diluted headline earnings per share (cents) 24,5 21,7


Dividends declaredA dividend of 4,5 cents per share was declared and paid during the year under review (2012: 1,8 cents per share).

Leasehold

improve-

ments

R’000

Land

and

buildings

R’000

Plant and

equipment

R’000

Vehicles

R’000

Office

furniture

and

equipment

R’000

Computer

equip-

ment

R’000

Total

R’000

8. Property, plant and equipmentGroupYear ended 31 May 2013Opening carrying amount 7 933 107 846 3 444 201 110 2 726 4 496 327 555Additions 4 899 10 951 592 60 950 4 866 2 804 85 062Acquisition of subsidiaries – – 223 90 006 519 145 90 893Disposal of subsidiaries – – – (495) (209) (55) (759)Disposals – – – (8 631) (54) (26) (8 711)Depreciation charge (2 509) (2 325) (1 658) (37 434) (881) (2 866) (47 673)Foreign exchange differences – – – 35 11 5 51Transfers – – 72 – (72) – –

Closing carrying amount 10 323 116 472 2 673 305 541 6 906 4 503 446 418

At 31 May 2013Cost and revaluations 23 312 126 316 8 922 471 502 12 706 21 872 664 630Accumulated depreciation (12 989) (9 844) (6 249) (165 961) (5 800) (17 369) (218 212)

Carrying amount 10 323 116 472 2 673 305 541 6 906 4 503 446 418

Depreciation charge of R47,6 million has been included within continuing operations and R0,07 million in discontinued operations

in the statement of comprehensive income.

Details of assets pledged as security are disclosed in note 19. The register of property is held at the company’s registered office.




8. Property, plant and equipment (continued)Land was revalued during the 2011 financial year by independent valuers. The method used to value the properties was based on

the direct comparative market value method of comparable properties. The fair value at 31 May 2013 of land included in land and

buildings is R74,8 million (2012: R70 million). If land and buildings were to be recognised at cost, the carrying amount would have

been R58,5 million (2012: R53,7 million).

Reconciliation to revaluation reserve included in equity:2013

Land and

buildings

R’000

2012

Land and

buildings

R’000

Prior year revaluations 16 300 16 300Deferred tax recognised (3 042) (3 042)

Revaluation reserve 13 258 13 258

Reconciliation of additions paid in cash:2013

R’000

2012

R’000

Total additions of property, plant and equipment 85 062 118 131Less: non-cash additions and additions at discontinued operations (60 876) (96 713)

Total cash additions as per statement of cash flows 24 186 21 418

Asset additions financed through instalments sale agreements and mortgage bonds have been removed from the additions as per

the statement of cash flows in order to disclose only those additions paid in cash.

Leasehold

improve-

ments

R’000

Land and

buildings

R’000

Plant and

equipment

R’000

Vehicles

R’000

Office

furniture

and

equipment

R’000

Computer

equipment

R’000

Total

R’000

GroupYear ended 31 May 2012Opening carrying amount 3 193 99 618 3 581 162 911 1 671 3 267 274 241Additions 7 679 26 399 1 447 76 875 1 719 4 012 118 131Transfers – – (43) – 43 – –Disposals – (16 107) – (6 942) (3) (42) (23 094)Depreciation charge (2 939) (2 064) (1 541) (31 764) (734) (2 741) (41 783)Foreign exchange differences – – – 30 30 – 60

Closing carrying amount 7 933 107 846 3 444 201 110 2 726 4 496 327 555

At 31 May 2012Cost and revaluations 18 414 115 366 7 416 316 135 5 874 18 825 482 030Accumulated depreciation (10 481) (7 520) (3 972) (115 025) (3 148) (14 329) (154 475)

Carrying amount 7 933 107 846 3 444 201 110 2 726 4 496 327 555


75

Other

intangibles

R’000

Goodwill

R’000

Internally

generated

software

R’000

Total

R’000

9. Intangible assetsGroupYear ended 31 May 2013Opening carrying amount 1 974 26 028 3 980 31 982Additions – – 1 838 1 838Acquisition of subsidiary 19 854 17 719 – 37 573Amortisation charge (1 991) – (1 493) (3 484)Disposal of subsidiary – (1 429) (191) (1 620)

Closing carrying amount 19 837 42 318 4 134 66 289

At 31 May 2013Cost 25 791 42 318 10 285 78 394Accumulated amortisation and impairment (5 954) – (6 151) (12 105)


GroupYear ended 31 May 2012Opening carrying amount 2 962 26 028 3 508 32 498Additions – – 1 879 1 879Amortisation charge (988) – (1 407) (2 395)


At 31 May 2012Cost 7 450 26 028 9 005 42 483Accumulated amortisation and impairment (5 476) – (5 025) (10 501)


Amortisation charge of R3,4 million has been included within continuing operations and R0,03 million in discontinued operations in

the statement of comprehensive income.

Impairment tests for goodwillGoodwill is allocated to five of the group’s cash-generating units (‘CGUs’), namely Vehicle Delivery Services, a division of OneLogix

(Pty) Limited, RSA Tankers (Pty) Limited t/a United Bulk, OneLogix Projex (Pty) Limited, Quasar Software Development (Pty) Limited

and Atlas Panelbeaters (Pty) Limited.

The group annually tests whether goodwill has suffered any impairment, in accordance with its accounting policy. The recoverable amounts

of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates.

These calculations use cash flow projections based on financial budgets approved by management covering a five-year period.

Cash flows beyond the five-year period are extrapolated using an estimated growth rate of 5,9%.

Management determined budgeted gross margin based on past performance and its expectations for the market development. The

weighted average growth rates used are consistent with the expectations of management and are in the range of 5,9% – 8,8%. The

discount rate of 21% is pre tax and reflects specific risks relating to the relevant segment.

The attributable goodwill allocated to the CGUs is as follows:Goodwill

31 May

2013

R’000

Goodwill

31 May

2012

R’000

Vehicle Delivery Services (Division of OneLogix (Pty) Limited) 19 175 19 175RSA Tankers (Pty) Limited t/a United Bulk 17 406 –Magscene (Pty) Limited – 1 429OneLogix Projex (Pty) Limited 5 399 5 399Quasar Software Development (Pty) Limited 313 –Atlas Panelbeaters (Pty) Limited 25 25

42 318 26 028




9. Intangible assets (continued)Analysis of other intangibles:

Contractual

business

R’000

Customer

relation-

ships

R’000

Information

technology

R’000

Brand

R’000

Total

R’000

Year ended 31 May 2013Opening carrying value – 1 755 – 219 1 974Acquisition of subsidiaries – 18 737 1 117 – 19 854Amortisation charge – (1 658) (224) (109) (1 991)

Closing carrying amount – 18 834 893 110 19 837

At 31 May 2013Cost – 24 126 1 117 548 25 791Accumulated amortisation – (5 292) (224) (438) (5 954)

Closing carrying amount – 18 834 893 110 19 837

Remaining useful life (years) – 1 – 8 4 1 –

Year ended 31 May 2012Opening carrying value – 2 633 – 329 2 962Amortisation charge – (878) – (110) (988)

Closing carrying amount – 1 755 – 219 1 974

At 31 May 2012Cost 594 5 766 364 726 7 450Accumulated amortisation and impairment (594) (4 011) (364) (507) (5 476)

Closing carrying amount – 1 755 – 219 1 974

Remaining useful life (years) – 2 – 2 –

Company

2013

R’000

2012

R’000

10. Investment in subsidiariesUnlisted:Shares at costBalance at the beginning of the year 49 824 1 960Additional investment in OneLogix (Pty) Limited 1 577 47 864

Balance at the end of the year 51 401 49 824

Aggregate attributable after tax profits of subsidiaries 53 891 46 715Aggregate attributable after tax losses of subsidiaries (54) (1 057)

Aggregate attributable after tax profits of subsidiaries 53 837 45 658

Refer to note 25 for detail of principal subsidiary undertakings. Further details pertaining to the acquisition of indirectly held

subsidiaries are noted in business combinations ( refer to note 26).

The above shares are ceded to Nedcor Bank Limited as security for the group’s borrowing facilities. Refer to note 19.


77

11. Investment in associateThe acquisition of 40% of Drive Report (Pty) Limited for R20,1 million cash consideration was concluded effective 15 December

2012. A contingent payment of R9 million will become payable should Drive Report be successful in a pending tender. The

contingent payment has been capitalised as part of the investment in the associate.

The preliminary allocation of the purchase price was allocated to goodwill and will be finalised within 12 months of the acquisition

date as allowed in terms of IFRS 3.

Group

2013

R’000

2012

R’000

Total assets 49 279 –Total liabilities (18 841) –

Net assets 30 438 –

Revenue since acquisition 52 429 –Profit since acquisition 12 034 –Group’s share of profit of associate 4 814 –Reconciliation of carrying amount: –Original investment in associate (including contingent payment) 29 121 –Equity accounted earnings, net of taxation (cumulative since acquisition) 4 814 –

33 935 –

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

12. Loans and other receivablesLoans to franchisees 2 031 768 – –Cumulative preference shares and accrued preference dividend – – 71 748 66 508Royalty prepayment 5 188 5 730 – –

7 219 6 498 71 748 66 508

The preference shares were issued by OneLogix (Pty) Limited at a par value of R65 million, the dividend on the shares is based on the

ruling prime rate plus 2%. The accrued preference dividend included in the balance above is R6,7 million (2012: R1,5 million). The

cumulative preference shares and accrued preference dividend are redeemable on 22 November 2013. The above cumulative preference

shares are ceded to Nedcor Bank Limited as security for the group’s borrowings facilities. The fair value approximates the carrying value.

The royalty prepayment relates to a once-off payment made to PostNet International Franchise Corporation in order to reduce future

royalty payments pursuant to the existing agreement in place.

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

Reconciliation of carrying valueOpening carrying value 5 730 6 271 – –Current portion allocated to trade and other receivables (542) (541) – –

5 188 5 730 – –

Loans to franchiseesLoans for asset purchases 650 483 – –General loans to franchisees 2 508 890 – –Provision for impairment of general loans (1 127) (605) – –

2 031 768 – –

The loans for asset purchases are fully performing, bear interest at rates linked to the prime rate and are repayable over a period of

two to three years. The loans are secured by the asset purchased by the franchisee.

The general loans to franchisees are repayable over two years and bear interest at rates linked to the prime rate. The loans are fully

performing except for the balances impaired which are more than a year overdue.




Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

13. InventoriesTrading merchandise 333 303 – –Vehicle spares and consumables 7 751 7 584 – –Work-in-progress 2 006 910 – –Publications – 5 962 – –

10 090 14 759 – –

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

14. Trade and other receivablesTrade receivables 137 303 109 336 – –Provision for impairment (1 286) (2 767) – –Other receivables and prepayments 11 106 6 300 – –Sundry loans 1 467 1 594 – –VAT receivable 404 4 747 – –Loan to subsidiary – – 13 691 32 923

148 994 119 210 13 691 32 923

The group has provided Nedcor Bank Limited with a first cession over its book debts and loans to subsidiaries with a carrying value

of R136,0 million (2012: R106,6 million) in order to secure credit facilities (refer to note 19).

The loan to subsidiary bears interest at prime plus 2% and has no fixed terms of repayment and is not considered to be impaired.

The age analysis of trade receivables is as follows:Group

Gross

2013

R’000

Impairment

2013

R’000

Gross

2012

R’000

Impairment

2012

R’000

Fully performing 97 516 – 83 154 –Past due not impaired: 30 to 60 days 24 254 – 17 826 –Past due not impaired: 60 to 90 days 9 456 – 3 536 –Past due not impaired: 90 days and over 4 791 – 2 053 –Past due and impaired: 90 days and over 1 286 (1 286) 2 767 (2 767)

Total 137 303 (1 286) 109 336 (2 767)

The standard credit terms across the group are 30 days.

R’000

Reconciliation of impairment provisionBalance at 1 June 2011 2 730Increase in provision during the year 37

Balance as at 31 May 2012 2 767Decrease in provision during the year (1 481)

Balance as at 31 May 2013 1 286

The creation and release of provision for impaired receivables have been included in ‘other expenses’ in the income statement

(note 2). Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional

cash.

Other receivables and sundry loans are not overdue or impaired. All trade and other receivables are denominated in South African

Rands other than R0,1 million which is denominated in US Dollars.


79

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

15. Cash and cash equivalentsCash at bank and on hand 54 749 102 494 1 438 996Bank overdrafts (6 850) – – –

47 899 102 494 1 438 996

Group and Company

Number

of shares

2013

Number

of shares

2012

2013

R’000

2012

R’000

16. Share capitalAuthorisedThe total authorised number of ordinary shares is 500 000 000 shares (2012: 500 000 000 shares) with no par value 500 000 000 500 000 000

IssuedBalance at the beginning of the year 231 595 235 202 131 285 2 316 2 021Share repurchase – (223 550) – (2)Share issue – 29 687 500 – 297

Balance at the end of the year 231 595 235 231 595 235 2 316 2 316

At the company’s annual general meeting, held on 26 November 2012, a special resolution was passed converting all the ordinary

shares in the company, (comprising both the issued shares and the authorised and unissued shares) from ordinary shares with par

value of 1 cent each of shares to no par value without altering the substance of the specific rights and privileges associated with

each share.

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

17. Share premiumIssuedBalance at the beginning of the year 45 797 20 227 50 572 25 002Capital distributions (10 422) (15 526) (10 422) (15 526)Share repurchase – (319) – (319)Shares issued – 41 859 – 41 859Share issue expenses – (444) – (444)

Balance at the end of the year 35 375 45 797 40 150 50 572

Group

Number

of shares

2013

Number of

shares

2012

2013

R’000

2012

R’000

18. Treasury sharesTreasury shares at the beginning of the year 5 937 500 410 810 8 431 264Treasury shares acquired – 5 937 500 – 8 431Treasury shares disposed – (410 810) – (264)

Treasury shares at the end of the year 5 937 500 5 937 500 8 431 8 431




Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

19. Interest-bearing borrowingsCurrentInstalment sale liabilities 67 490 43 926 – –Mortgage bond liabilities 6 647 6 091 – –

74 137 50 017 – –

Non-current Instalment sale liabilities 107 494 77 878 – –Mortgage bond liabilities 42 228 44 553 – –

149 722 122 431 – –

Total borrowings 232 859 172 448 – –

Maturity of non-current borrowingsBetween one and two years 50 000 44 559 – –Later than two years and not later than five years 83 538 59 304 – –Later than five years 16 184 18 568 – –

149 722 122 431 – –

Effective interest rates % % % %

Instalment sale liabilities 7,79 7,66 – –Mortgage bond liabilities 9,38 9,26 – –

Refer to note 27.5 for the contractual maturity analysis.

Securities 1. The group has a R267,5 million credit facility with Nedcor Bank Limited which is secured by way of cession over the debtors’

book of the group and the group’s mortgage bonds. The group has supplied Nedcor Bank Limited with an unlimited suretyship,

incorporating cessions of all loan funds in favour of OneLogix (Pty) Limited, PostNet Southern Africa (Pty) Limited, PostNet

Advertising (Pty) Limited, Commercial Vehicle Delivery Services (Pty) Limited and PostNet Holdings (Pty) Limited. Further limited

suretyship in favour of Nedbank Bank Limited has been issued by Atlas Panelbeaters (Pty) Limited and OneLogix Projex (Pty)

Limited.

2. Instalment sale liabilities are secured over vehicles with a net carrying value of R209 million (2012: R140,6 million). The instalment

sale liabilities bear interest at rates varying from prime plus 2% to prime less 1,65% and are repayable over no more than five

years. The carrying value approximates fair value.

3. Mortgage bond liabilities are secured over land and buildings with a net carrying value of R116,5 million (2012: R107,8 million).

Certain of the mortgage bond liabilities bear interest at fixed rates. The carrying value of the fixed rate liabilities is R34,6 million

(2012: R34,1 million) opposed to a fair value of R34,8 million (2012: R34,2 million).

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

Borrowing facilitiesThe group has the following undrawn committed borrowing facilities:Total bank borrowings capacity at year-end 267 500 304 000 – –

Total bank borrowings at year-end 232 859 172 448 – –

Remaining borrowing capacity 34 641 131 552 – –

Facilities relating to bank borrowings of R49,3 million in relation to United Bulk are being negotiated. Borrowing capacity of the group

is sufficient to fund the ongoing asset-base finance requirements.


81

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

20. Deferred taxationDeferred taxation is calculated on all temporary differences under the liability method using a principal tax rate of 28% (2012: 28%). The movement on deferred taxation is as follows:At the beginning of the year (24 691) (19 588) – –Income statement movement (4 136) (4 556) – –Charged to other comprehensive income – (760) – –On acquisition of subsidiaries (20 544) –On disposal of subsidiary (757) – – –Income statement movement – discontinued operation – 213 – –Adjustment in respect of prior year (3) – – –

At the end of the year 50 131 (24 691) – –

The deferred tax liability balance comprises:Capital allowances (57 583) (30 480) – –

(57 583) (30 480) – –

The deferred tax asset balance comprises:Accruals and other 7 225 5 487 – –Tax losses carried forward 227 302 – –

7 452 5 789 – –

Deferred tax liability (net) (50 131) 24 691 – –

The tax losses are attributable to various subsidiaries that are expected to generate taxable profits in the foreseeable future.

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

21. Trade and other payablesTrade payables 84 313 82 556 – –Bonus accrual 14 957 13 989 – –Leave pay accrual 10 355 8 779 – –Payroll-related accrual 6 063 3 772 – –Workmen’s compensation accrual 2 805 2 655 – –Audit fee accrual 2 433 2 618 – –VAT payable 6 817 7 010 – –Accruals for other liabilities and charges 26 908 13 839 – –Unclaimed capital distributions and dividends 1 437 993 1 437 993

156 088 136 211 1 437 993

Trade payables are non-interest bearing and are generally on 30-day terms. Refer to note 27.5 for the contractual maturity analysis.




Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

22. CommitmentsCapital commitmentsCapital expenditure contracted at the balance sheet date but not recognised in the financial statements is as follows:Vehicles 54 418 35 499 – –Land and buildings – 2 502 – –

54 418 38 001 – –

Operating lease commitmentsThe future minimum lease payments under non-cancellable operating leases are as follows:Not later than one year 22 466 11 596 – –Later than one year and not later than five years 45 374 14 464 – –

67 840 26 060 – –

Operating lease commitments – group company as lesseeThe group leases various properties for use as vehicle storage facilities and for operational requirements under non-cancellable

operating lease agreements. The lease terms are between one and five years, and the majority of the lease agreements are

renewable at the end of the lease period at market rate. The general lease period for these leases is three years.

The group also leases plant and equipment under cancellable operating lease agreements. The group is required to give a six-month

notice for the termination of these agreements. The lease expenditure charged to the statement of comprehensive income during

the year is disclosed in note 2.

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

23. Cash generated from operationsReconciliation of operating profit to cash flows from operating activities:Operating profit 92 536 90 420 – –Adjustments for:Depreciation of property, plant and equipment 47 603 41 519 – –Amortisation of intangible assets 3 451 2 283 – –Share-based compensation 1 577 1 577 – –Loss/(profit) on disposal of property, plant and equipment 255 (5 973) – –Insurance proceeds (1 015) – – –Non-cash flow expense of royalty prepayment 541 541 – –Changes in working capital (excluding the effects of acquisition and disposal of subsidiaries):Increase in inventories (448) (733) – –(Increase)/decrease in trade and other receivables (6 109) (12 149) 13 992 (32 923)Increase/(decrease) in trade and other payables 7 734 36 996 444 (4 375)

146 125 154 481 14 436 (37 298)


83

Group

2013

R’000

2012

R’000

23. Cash generated from operations (continued)23.1 Net cash inflow from disposal of subsidiary

Fair value of net assets disposed:Plant, property and equipment (note 8) 759 –Goodwill (note 9) 1 429 –Intangible assets (note 9) 191 –Bank and cash 1 433 –Deferred tax (note 20) 757 –Inventories 4 174 –Trade and other receivables 2 689 –Taxation (333) –Trade and other payables (9 395) –Current portion of borrowings (274) –

Net fair value of net assets disposed 1 430 –Profit on the disposal of subsidiary 8 495 –Cash in subsidiary disposed of (1 433) –

Net cash inflow from disposal 8 492 –

Cash proceeds (net of transaction costs) 9 925 –Cash in subsidiary disposed of (1 433) –

Net cash inflow from disposal 8 492 –

24. Related party transactions24.1 Related parties included the following:

• subsidiaries (refer to note 25);• directors (refer to directors’ report and note 24.4); and• the company has no controlling shareholder as it is widely held.

24.2 The group entered into a five-year leasehold agreement with Miradel Street Investments (Pty) Limited, a company owned by

NJ Bester with effect 1 June 2007. The leasehold improvements approximated R4,8 million and the monthly rental commenced

at R40 000 per month escalating annually at 6%. The leasehold agreement relates to the rental of 40 000 m2 of land for vehicle

storage in Pomona, Kempton Park. This lease has been extended on a six-month notice period cancellable by either party.

24.3 OneLogix Group Share Trust advanced R1 002 959 to GM Glass, a director of OneLogix Group Limited, in April 2008, in order

to procure shares in the company. This loan incurs interest at the prime overdraft rate less 3% and is secured by the shares

as well as the provident fund of GM Glass. The outstanding balance at 31 May 2013 was RNil (2012: R1 427 844). The loan

was repaid in April 2013.

Provident

fund

contribution

R’000

Incentive

R’000

Gross

salary

R’000

Other

R’000

Total

R’000

24.4 Directors’ remuneration2013ExecutiveNJ Bester 144 1 630 1 911 29 3 714GM Glass 196 1 120 1 174 26 2 516IK Lourens 163 1 630 1 904 37 3 734CV McCulloch 387 1 630 1 668 30 3 715

890 6 010 6 657 122 13 679




Provident fund

contribution

R’000

Incentive

R’000

Gross

salary

R’000

Other

R’000

Total

R’000

24. Related party transactions (continued)24.4 Directors’ remuneration (continued)

2012ExecutiveNJ Bester 131 1 500 1 737 26 3 394GM Glass 140 1 000 1 106 21 2 267IK Lourens 132 1 500 1 747 30 3 409CV McCulloch 362 1 500 1 506 28 3 396

765 5 500 6 096 105 12 466

2013

R’000

2012

R’000

Non-executive directors:LJ Sennelo 67 –AJ Grant 83 68JG Modibane 52 64SM Pityana 96 54AB Ally or alternate DF Hirshowitz 49 31

347 217

Company

2013

R’000

2012

R’000

Executive directorsGross salaries 13 679 12 466

Non-executive directorsFees 347 217

14 026 12 683Paid by subsidiaries (14 026) (12 683)

– –

The executive directors are considered to be the only key management and prescribed offi cers.

Total earnings of executive directors are based on a cost to company package.

Group Company

2013

R’000

2012

R’000

2013

R’000

2012

R’000

24.5 BEE service fee paid to Izingwe Holdings (Pty) Limited – 166 – –

Izingwe is a shareholder of the company and its directors are also directors of the company.

24.6 Fees paid to Java Capital (Pty) LimitedSponsor fees 101 95 – –Legal and advisory fees 23 353 – –

124 448 – –

Java Capital is a shareholder, and Andrew Brooking is a non-executive director of OneLogix Group Limited and a director of

Java Capital.

24.7 Refer to note 25 for the details of loans receivable from the company’s subsidiary.


85

25. Interest in subsidiaries and associates

Country

Issued

ordinary

shares

%

held

2013

%

held

2012

Shares

at cost

R’000

Capital

contribution

to subsi-

diaries in

respect of

equity-settled

share-based

payment

R’000

Net

receivable

2013

R’000

Net

receivable

2012

R’000

Details of companies are reflected below:Directly held:Subsidiary of OneLogix Group Limited:OneLogix (Pty) Limited RSA 1 000 100 100 44 116 7 287 85 439 99 431

Indirectly held:Subsidiaries of OneLogix (Pty) Limited:PostNet Holdings (Pty) Limited RSA 100 100 100 – – – –

Net Express (Pty) Limited RSA 200 100 100 – – – –

Commercial Vehicle Delivery Services (Pty) Limited RSA 1 000 75 75 – – – –

OneLogix Pomona Property Company (Pty) Limited RSA 1 000 100 100 – – – –

Vehicle Delivery Services Zimbabwe (Pvt) Limited ZIM 32 000 100 100 – – – –

OneLogix Durban Property Company (Pty) Limited RSA 1 000 100 100 – – – –

Road Sea (Pty) Limited RSA 500 100 100 – – – –

Starzone Investments (Pty) Limited RSA 1 000 100 100 – – – –

RFB Logistics (Pty) Limited RSA 100 100 100 – – – –

PM Hire (Pty) Limited RSA 100 100 100 – – – –

Magscene (Pty) Limited RSA 1 000 0 80 – – – –

Atlas Panelbeaters (Pty) Limited RSA 100 65 65 – – – –

Flaviosolve Investments (Pty) Limited RSA 100 100 100 – – – –

OneLogix Projex (Pty) Limited RSA 1 000 90 80 – – – –

Middle of the Road (Pty) Limited RSA 100 74 74 – – – –

Quasar Software Development (Pty) Limited RSA 200 55 – – – – –




25. Interest in subsidiaries and associates (continued)

Country

Issued

ordinary

shares

%

held

2013

%

held

2012

Shares

at cost

R’000

Capital

contribution

to subsi-

diaries in

respect of

equity-settled

share-based

payment

R’000

Net

receivable

2013

R’000

Net

receivable

2012

R’000

RSA Tankers (Pty) Limited trading as United Bulk RSA 100 60 – – – – –

Subsidiary of PostNet Holdings (Pty) Limited:PostNet Southern Africa (Pty) Limited RSA 100 100 100 – – – –

Subsidiary of PostNet Southern Africa (Pty) Limited:

PostNet Advertising (Pty) Limited RSA 100 100 100 – – – –

Indirectly heldAssociate of OneLogix (Pty) LimitedDrive Report (Pty) Limited RSA 100 40 – – – – –

44 116 7 287 85 439 99 431

All subsidiary companies have a 31 May year-end except for Vehicle Delivery Services Zimbabwe (Pvt) Limited which has a

31 December year-end due to regulatory requirements in Zimbabwe. The results of this entity are consolidated for the twelve months

ended 31 May.

2013

R’000

2012

R’000

Reconciliation of net receivable from OneLogix (Pty) LimitedCumulative preference shares and accrued preference dividend (refer to note 12) 71 748 66 508Loan to OneLogix (Pty) Limited (refer to note 14) 13 691 32 923

85 439 99 431

Total preference dividends accrued for the year amounted to R5,2 million (2012: R8,0 million). Interest earned on the loan to the

company’s subsidiary for the year amounted to R2,2 million (2012: R0,1 million).

26. Business combinationOn 1 February 2013 the group acquired 60% of the share capital of RSA Tankers (Pty) Limited trading as United Bulk for R28,2 million.

United Bulk is operational within the Specialised Transport segment of the group and the board identified this business based on its

expansion and growth potential.

As a result of the acquisition, the group is expected to diversify its niche logistics services and increase its presence in the market.

The goodwill of R17,4 million arising from the acquisition is mainly attributable to synergies the group is expecting to establish

between its various logistics businesses together with the specialist knowledge and experience of senior management and the

workforce in this specialised logistics field. The goodwill is not expected to be deductible for income tax purposes.

The following table summarises the consideration paid for United Bulk, the fair value of assets acquired, liabilities assumed and the

non-controlling interest at the acquisition date.


87

2013

R’000

26. Business combination (continued)Total consideration paidCash 55 000Overdraft assumed 2 621

Total cash outflow on acquisition 57 621Less repayment of loan due to previous shareholder (26 784)Less overdraft assumed (2 621)

Considerations paid for investment 28 216

Recognised amounts of identifiable assets acquired and liabilities assumed:Bank and cash (2 621)Plant, property and equipment (refer to note 8) 90 871Intangible assets (refer to note 9) 18 738Inventories 846Trade and other receivables 25 607Trade and other payables (14 430)Deferred tax (20 232)Borrowings (79 771)Taxation (737)

Total identifiable net assets 18 271Non-controlling interests (7 461)Goodwill 17 406

Total 28 216

Acquisition related costs for the acquisition amounted to R0,4 million which has been expensed in operating expenses.

The fair value of the acquired identifiable intangible assets of R18,7 million relates to customer relationships and has been valued

based on the final purchase price allocation.

The value of the non-controlling interest in United Bulk, an unlisted company, was measured by using the proportionate share of the

identifiable net assets.

Had United Bulk been consolidated from 1 June 2012, the consolidated statement of comprehensive income would have reflected

an increase in revenue of R121,4 million and profit of R5,5 million.

The group also acquired 55% of the share capital of Quasar Software Development (Pty) Limited for R1,5 million on 1 June 2012. The

purchase price allocation was made as follows: Intangible assets of R1,1 million, other assets of R0,5 million, liabilities of R0,8 million

and deferred tax liabilities R0,3 million. A non-controlling interest of R0,1 million and goodwill of R0,3 million was recognised on

acquisition.

2013

R’000

Summary of subsidiaries acquired:Total goodwill recognised 17 719Total intangibles 19 854Total deferred tax 20 544

Total cash flows on acquisition of subsidiaries net of cash:RSA Tankers (Pty) Limited 57 621Quasar Software Development (Pty) Limited 1 473

59 094




26. Business combination (continued)26.1 Transactions with non-controlling interest

The amalgamation of RFB (Pty) Limited and OneLogix Projex (Pty) Limited from 1 March 2013 resulted in OneLogix (Pty)

Limited acquiring a further 10% shareholding in OneLogix Projex (Pty) Limited. The consideration of the additional

shareholding was the portion of the net assets contributed by OneLogix (Pty) Limited in the intra-group transaction. In the

prior year OneLogix (Pty) Limited, acquired a 10% shareholding in OneLogix Projex (Pty) Limited from Bowden & Co, a

minority shareholder, for a total of R1,5 million.

Details of the net assets acquired relating to the acquisitions referred to above are as follows:

2013

R’000

2012

R’000

Purchase consideration:– Cash paid – 1 500– Net assets contributed on behalf of the non-controlling interest 2 540 –

Total purchase consideration 2 540 1 500Carrying value of non-controlling interests (138) 1

Amount recognised in transactions with non-controlling interest reserve 2 402 1 501

Refer to note 27.5 for the detail of the put option liability of R16,2 million over the non-controlling interest of 40% in United

Bulk.

27. Financial instruments27.1 Introduction

The group’s principal financial instruments comprise cash and cash equivalents, bank loans and overdrafts, instalment sale

agreements, loans to and from subsidiary companies and unlisted investments. The main reason for these instruments is to

finance the group’s operations. Other financial instruments such as trade receivables, trade payables and foreign exchange

contracts arise directly as a consequence of the group’s operations.

The main risks arising from the group’s financial instruments are credit risk, market risks (currency risk and interest rate risk)

and liquidity risk. The board reviews and agrees policies for managing each of these risks which are summarised below.

27.2 Credit riskThe most significant exposure to credit risk is in trade receivables and cash investments. The group only deposits short-term

cash surpluses with banks of a high credit rating.

The majority of customers have been contractually tied for some years and have proven credit risk ratings. The group policy

is to evaluate credit worthiness of customers on an ongoing basis and renegotiate terms with these customers where the risk

may be higher. We subscribe to a credit bureau that we utilise to evaluate the customer base as and when required. The group

has experienced no significant default by its customers during the current year.

The group has a policy of insuring trade receivables that require a high amount of credit in relation to the margin achieved.

At 31 May 2013, the group did not consider there to be any significant credit risk that was not adequately provided for. Refer

to note 14 for quantitative analysis of credit risk.

The carrying amounts of financial assets included in the group’s balance sheet represent the group’s exposure to credit risk

in relation to these assets.

The profile of credit risk exposure consists mainly of motor manufacturers, clearing and forwarding agents and retailers.

27.3 Market risk and sensitivity analysisThe group has used a sensitivity analysis technique that measures the estimated change to the income statement of either

an instantaneous increase or decrease of 1% (100 basis points) in market interest rates or a 10% strengthening or weakening

in the Rand against all other currencies, from the rates applicable at 31 May 2013, for each class of financial instrument.

This analysis is for illustrative purposes only, as in practice market rates rarely change in isolation.

Interest rate riskThe group monitors its exposure to changeable interest rates and generally enters into agreements that are linked to market

rates relative to the underlying asset or liability.

The interest rate sensitivity analysis is based on the assumption that changes in the market interest rates affect the interest

income or expense of variable interest financial instruments only.


89

Year

Increase/

decrease in

basis points

Effect on

profit before

tax on

interest rate

increase

R’000

Effect on

profit before

tax on

interest rate

decrease

R’000

27. Financial instruments (continued)27.3 Market risk and sensitivity analysis (continued)

Group2013 100 (1 469) 1 469

2012 100 (358) 358

Company2013 100 653 (653)

2012 100 808 (808)

Group foreign currency riskThe currency risk sensitivity analysis assumes that all net investment and cash flow hedges are highly effective. Under this

assumption, with a 10% weakening or strengthening of the Rand against all other currencies, profit before tax would have

increased by RNil (2012: R0,4 million) or decreased by RNil (2012: increased by R0,4 million), respectively.

During the current year the group disposed of Magscene (Pty) Limited and therefore the group had no further exposure to

foreign currency risk.

Other price risksAs at 31 May 2013, hypothetical changes in other risk variables would not significantly affect the price of financial instruments

at that date. Fuel price risks are contractually covered with customers.

27.4 Liquidity riskThe group monitors risk to a shortage of funds by using strict working capital models and projected cash flow modelling. The

cash flows from trade receivables and trade payables are well matched in that payment terms agreed with customers are

replicated with suppliers. The group enforces current trade and credit terms to ensure a constant level of liquidity.

The table below summarises the maturity profile of the group’s financial liabilities at 31 May 2013 based on contractual

undiscounted cash flows.

27.5 Maturity profi le of fi nancial liabilities

Instalment

sale

liabilities

R’000

Mortgage

bond

liabilities

R’000

Put

option

liability

R’000

Vendor

liability

R’000

Trade

payables

R’000

Other

payables

and

accruals

R’000

Group at 31 May 2013Within one month 7 176 943 16 206 – 84 313 29 341Later than one month but not later than one year 71 103 9 901 – 9 000 – –Between one and two years 60 492 11 459 – – – –Later than two years but not later than five years 55 759 25 415 – – – –Later than five years – 19 014 – – – –

Total 194 530 66 732 16 206 9 000 84 313 29 341

Carrying amount per statement of financial position 174 984 48 875 16 206 9 000 84 313 29 341




27. Financial instruments (continued)27.5 Maturity profi le of fi nancial liabilities (continued)

Finance charges of R19,5 million (2012: R15,0 million) and R17,9 million (2012: R18,1 million) are included in the gross cash

outflows for instalment sale liabilities and mortgage bond liabilities respectively.

The put option liability relates to a put over the 40% non-controlling interest in RSA Tankers (Pty) Limited. Also refer to note

2.1 in the accounting policies.

The fair value of the put option liability was determined based on the transaction price paid for the 60% interest acquired in

RSA Tankers (Pty) Limited after an adjustment of 15% relating to a control premium was made.

Instalment

sale

liabilities

R’000

Mortgage

bond

liabilities

R’000

Trade

payables

R’000

Other

payables

and

accruals

R’000

Foreign

exchange

contracts

R’000

Group at 31 May 2012Within one month 5 668 826 82 556 17 450 776Later than one month but not later than one year 46 010 9 086 – – 3 047Between one and two years 42 639 9 912 – – –Later than two years but not later than five years 42 522 26 335 – – –Later than five years – 22 542 – – –

Total 136 839 68 701 82 556 17 450 3 823

Carrying amount as per statement of financial position 121 804 50 644 82 556 17 450 3 823

Forward exchange contracts as at 31 May 2013 consisted of five monthly contracts for 60 000 British Pounds each. These

contracts were taken out by Magscene (Pty) Limited to cover the settlement of foreign suppliers of imported magazines. The

amount shown above is the total outflow relating to the foreign exchange contracts. The estimated amount of foreign currency

to be received based on year-end market rates is RNil (2012: R4,0 million). The derivatives have been separately disclosed as

the gross amounts are material. The carrying value is insignificant in the prior year and has been included in other receivables.

27.6 Capital risk managementThe group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to

provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce

the cost of capital.

In order to maintain or adjust this capital structure, the group may issue new shares, pay a dividend to shareholders, return

capital to shareholders or sell assets to reduce debt.

The group monitors capital on the basis of the gearing ratio and considers a ratio of 40 – 50% as an optimal gearing ratio.

The ratio is calculated as total borrowings (including current and non-current borrowings as shown on the balance sheet)

dividend by total capital. Total capital is calculated as ‘equity’ as shown in the balance sheet plus total borrowings. The

gearing ratio for 2013 is 41% (2012: 39,5%).

There has been no change to the group’s approach to capital management during the year.

The group is subject to externally imposed capital requirements arising in the ordinary course of securing financing facilities

from debt providers and has complied with these requirements.

27.7 Net fair valuesThe carrying amounts of financial instruments approximated their fair values due to the short-term maturities of these assets

and liabilities.


91

28. Share-based compensationThe group has an equity-settled share-based compensation scheme for the benefit of qualifying employees.

The OneLogix BEE Share Trust holds 5 937 500 OneLogix Group Limited shares on behalf of group employees who will receive

these shares unconditionally upon vesting in November 2013. The employees will not be required to pay for the shares.

Employees of the scheme will receive these shares if they are not disqualified in terms of schemes rules on the vesting date.

The group has no legal or constructive obligation to repurchase or settle the awards in cash, nor has the intention to do so on or

after the vesting date.

The fair value of the shares issued to the OneLogix BEE Share Trust was determined using the quoted share price of R1,36 share

on the conversion of the BEE shareholding into OneLogix Group Limited shares. On the modification date, the group transferred the

cash-settled liability to equity.

The difference between the fair value of the shares issued and the cash liability transferred to equity will be recognised as an

expense as employees provide services to the group over the remaining vesting period with the corresponding credit recognised in

equity.

In terms of the rules, should an employee leave prior to the conversion date in November 2013 they will forfeit their shares. The

forfeited shares will be allocated to the remaining employees resulting in all shares held by the Trust being awarded to employees.

The group recognised a total expense of R1,6 million (2012: R1,6 million) related to the share-based payment scheme. At 31 May 2013

the group has a recorded share-based payment equity reserve of R7,3 million (2012: R5,7 million).

29. Employee share trustThe group established a share trust in 2001. The share trust was set up to facilitate the allocation of shares to employees. The shares

are held in the name of the trust purely for administration purposes however they are controlled by the employee, who may dispose

of the shares at any point in time, except during closed trading periods.

All employee benefits in respect of the above shares vested immediately on allocation.

Shares disposed of are at the election of the employee through a broker to the open market.

Number of

shares

2013

Number of

shares

2012

Maximum number of ordinary shares permitted to share incentive scheme as approved by shareholders 29 590 888 29 590 888Number of shares held by the trust on behalf of employees 1 082 188 5 664 225

30. Subsequent eventsA further dividend of 5 cents per share was approved on 26 August 2013 and will be paid on 7 October 2013.

No other material fact or circumstance has occurred between year-end and the date of this report which has a material impact on

the financial position of the company or the group.

In 2009 Morné Nel, presented a proposition to OneLogix to purchase an

existing heavy commercial panelbeating business in Springs. His

business plan suggested turnaround possibilities and a logical fi t for the

group. His positive entrepreneurial attitude, business sense, integrity

and determination prevailed, and Atlas Panelbeaters was purchased by

OneLogix in 2010.

With Morné on board as a shareholder and managing director, the

OneLogix model of offering a management platform to assist acquired

businesses to expand and fully realise their potential was put into action.

Investment in new capital equipment, upgraded systems and procedures

(including implementation of the QSA system), updated health and

safety processes, staff education and enhanced work conditions all had

the knock on effect of improved staff morale and productivity. Trust,

team work, commitment and mutual respect became the order of the

day, to the extent that turnover has increased by well over 200% since

acquisition.

Today Atlas is one of the largest heavy duty panelbeaters in South Africa,

performing work for all the major equipment manufacturers throughout

the country.

With the right ingredients in place the OneLogix model works!

Undertake work for the following OEM’s directly: Volvo, Scania, DAF, Mercedes-Benz and Freightliner

Perform all of Volvo’s warranty work including cab conversions and co-operate with Swedish engineers on developing bulk reinforcing for African conditions

Undertake warranty repairs for Volvo, Scania, Freightliner, Mercedes-Benz, Fuso, DAF, MAN, VW, UD, Renault and Iveco

On panels of all major insurance companies including Santam, Zurich, 1Com, Alexander Forbes, Marsh, Guardrisk and AON

2 spray booths perform work for Volvo, Freightliner, NAN, DAF and Renault

2 cab bench jigs and state of the art chassis straightening systems that meet OEM standards

Key facts

Shareholder informationShareholder analysis ......................................... 94

Shareholders’ diary ........................................... 95

Notice of annual general meeting .................... 96

Form of proxy ....................................................101

Defi nitions ........................................................ 104

Contact details ................................................. IBC

Chris Cloete founded QSA in 1996. The original QSA product was a

sophisticated time share accounting package. Demand from the logistics

industry for a more suitable accounting package stimulated Chris to

spend many long nights developing a unique transport-related accounting

software package.

OneLogix discovered this gem of a package in 2003. It was found to be

particularly useful for fl eet-based operators, as it enabled the monitoring

of aspects such as fuel and tyre consumption, workshop and spares

management, fi xed asset register control and the ability for full

profi tability reporting per truck.

Together with Chris and his team, specifi c adaptations were developed

for OneLogix to the extent that the QSA system became critical to the

operations and is presently utilised by fi ve of the group companies.

In order to secure the existing and future development of QSA, OneLogix

purchased a majority stake in the business in 2013. Together with

OneLogix, QSA has now entered an investment phase which will

ultimately ensure that one of the best kept secrets of the transport

industry realises its full market potential.

8 107 lines of code

96 installations in place

Over 400 users

Monitoring of over 2 200 trucks

Key facts


94

at 31 May 2013

Shareholder analysis

Number of

ordinary

shareholders %

Number of

ordinary

shares %

At 31 May 2013Directors 7 0,4 130 176 470 56,2Other individuals 1 420 83,3 39 318 436 17,0Treasury shares held by OneLogix Group BEE Trust 1 0,1 5 937 500 2,6Institutions and other companies 277 16,2 56 162 829 24,2

Total 1 705 100,0 231 595 235 100,0

Size of holdings1 – 999 203 11,9 83 672 –1 000 – 9 999 839 49,2 3 025 494 1,310 000 – 99 999 541 31,7 14 381 108 6,2100 000 shares and over 122 7,2 214 104 961 92,5

Total 1 705 100,0 231 595 235 100,0

At 31 May 2012Directors 7 0,6 132 629 101 57,3Other individuals 1 027 82,9 38 365 805 16,6Treasury shares held by share trust 1 0,1 5 937 500 2,6Institutions and other companies 204 16,4 54 662 829 23,5

Total 1 239 100,0 231 595 235 100,0

Size of holdings1 – 999 124 10,0 54 713 –1 000 – 9 999 548 44,2 2 027 042 0,910 000 – 99 999 444 35,8 12 238 116 5,3100 000 shares and over 123 10,0 217 275 364 93,8

Total 1 239 100,0 231 595 235 100,0

Izingwe Holdings (Pty) Limited is the only shareholder (excluding directors) holding 5% or more of the listed ordinary shares in the

company at 31 May 2013. The shareholding is 10,25% of the issued share capital.

At year-end shareholders holding 94 399 077 shares were classified as public shareholders (being 99,6% of the total number of

shareholders and 40,8% of the total number of issued shares) and eight shareholders holding 137 196 158 shares were classified as

non-public shareholders (being 0,4% of the total shareholders and 59,2% of the issued shares).


95


Shareholders’ diary

Financial year-end 31 May

Announcement of interim results 26 February 2013

Announcement of annual results 26 August 2013

Annual report 21 October 2013

Annual general meeting 18 November 2013


96 Notice of annual general meeting

OneLogix Group Limited

Registration number 1998/004519/06

(‘OneLogix’ or ‘the company’)

(Incorporated in the Republic of South Africa)

Share code: OLG ISIN: ZAE 000026399

Notice is hereby given that the annual general meeting of shareholders of OneLogix will be held at the offi ces of the company at

46 Tulbagh Road, Pomona, Kempton Park, Gauteng on Monday, 18 November 2013 at 10:00 for the following purposes:

1. to consider the annual consolidated fi nancial statements for the year ended 31 May 2013;

2. to transact such other business as may be transacted at an annual general meeting of a company including the re-appointment of

the auditors, the Audit and Risk Committee and re-election of retiring directors; and

3. to consider and, if deemed fi t, to pass, with or without modifi cation, the special and ordinary resolutions set out below, in the

manner required by the South African Companies Act, 2008, as amended:

3.1 Special resolution number 1: Share repurchases ‘Resolved that the directors be authorised pursuant inter alia to the company’s memorandum of incorporation, until this

authority lapses at the next annual general meeting of the company, unless it is then renewed at the next annual general

meeting of the company and provided that this authority shall not extend beyond 15 months from date of passing this

special resolution, for the company or any subsidiary of the company to acquire shares of the company, subject to the

Listings Requirements of the JSE Limited (‘JSE’) on the following bases:

1. repurchases of shares must be effected through the order book operated by the JSE trading system, and done without

any prior arrangement between the company and the counter-party;

2. at any point in time the company may only appoint one agent to effect repurchases on its behalf;

3. the company (or any subsidiary) must be authorised thereto by its memorandum of incorporation;

4. the number of shares which may be acquired pursuant to this authority in any fi nancial year (which commenced 1 June

2013) may not in the aggregate exceed 20% (twenty percent), or 10% (ten percent) where the acquisition is effected by

a subsidiary, of the company’s share capital as at the date of passing this special resolution;

5. repurchases of shares may not be made at a price more than 10% (ten percent) above the weighted average of the

market value on the JSE of the shares in question for the fi ve business days immediately preceding the repurchase;

6. repurchases may not take place during a prohibited period (as defi ned in paragraph 3.67 of the Listings Requirements of

the JSE), unless a repurchase programme (where the dates and quantities of shares to be repurchased during the

prohibited period are fi xed) is in place and full details thereof are announced on SENS prior to the commencement of the

prohibited period;

7. after the company has acquired shares which constitute, on a cumulative basis, 3% (three percent) of the number of

shares in issue (at the time that authority from shareholders for the repurchase is granted), the company shall publish an

announcement to such effect, or any other announcements that may be required in such regard in terms of the Listings

Requirements of the JSE which may be applicable from time to time; and

8. the company’s sponsor shall confi rm the adequacy of the company’s working capital for purposes of undertaking the

repurchase of shares in writing to the JSE prior to entering the market to proceed with the repurchase.’

In accordance with the Listings Requirements of the JSE, the directors record that:

Although there is no immediate intention to effect a repurchase of securities of the company, the directors would utilise the

general authority to repurchase securities as and when suitable opportunities present themselves, which opportunities may

require expeditious and immediate action.

The directors undertake that, after considering the maximum number of securities which may be repurchased and the price

at which the repurchases may take place pursuant to the buyback general authority, for a period of 12 months after the date

of notice of this annual general meeting:

• the company and the group will be able in the ordinary course of business to pay their debts;

• the consolidated assets of the company and of the group fairly valued in accordance with International Financial Reporting

Standards, will exceed the consolidated liabilities of the company and of the group after the buyback; and

• the working capital, share capital and reserves of the company and of the group will be adequate for the purposes of the

business of the company and its subsidiaries.


97

The following additional information, some of which may appear elsewhere in the integrated annual report of which this

notice forms part, is provided in terms of paragraph 11.26 of the Listings Requirements of the JSE for purposes of this

general authority:

• directors and management – pages 26 to 29;

• major shareholders – page 94;

• directors’ interests in ordinary shares – page 53; and

• share capital of the company – page 79.

Litigation statement

The directors, whose names appear on pages 26 and 27 of the integrated annual report of which this notice forms part, are

not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or

have had in the recent past (being at least the previous 12 (twelve) months) a material effect on the group’s fi nancial position.

Directors’ responsibility statement

Directors, whose names appear on pages 26 and 27 of the integrated annual report, collectively and individually, accept full

responsibility for the accuracy of the information pertaining to this special resolution and certify that, to the best of their

knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and

that all reasonable enquiries to ascertain such facts have been made and that the special resolution contains all information

required in terms of the Listings Requirements of the JSE.

Material changes

Other than the facts and developments reported on in the integrated annual report, there have been no material changes in

the affairs or fi nancial position of the company and its subsidiaries since the date of signature of the audit report for the year

ended 31 May 2013 and up to the date of this notice.

Reason for and effect of special resolution number 1

The reason for special resolution number 1 is to afford directors of the company or a subsidiary of the company general

authority to affect a buyback of the company’s shares on the JSE. The effect of the resolution will be that the directors

will have the authority, subject to the rules and requirements of the JSE, to effect acquisitions of the company’s shares

on the JSE.

3.2 Special resolution number 2: Non-executive directors remuneration 2013/2014 ‘Resolved that the remuneration of the non-executive directors for the fi nancial year ending 31 May 2014, as set out here

under, be and is hereby confi rmed and approved:

• board Chairperson: R35 200 per meeting attended;

• non-executive directors: R9 900 per meeting attended;

• Audit and Risk Committee Chairperson: R23 750 per meeting attended;

• Audit and Risk Committee members: R15 625 per meeting attended;

• Remuneration Committee members: R9 900 per meeting attended; and

• Social and Ethics Committee members: R9 900 per meeting attended.’


The reason for and effect of special resolution number 2 is to obtain preapproval of shareholders for remuneration payable

to non-executive directors for the forthcoming fi nancial year.

3.3 Special resolution number 3: Financial assistance to group inter-related companies ‘Resolved that, to the extent required by the Companies act, the board of directors of the company may, subject to compliance

with the requirements of the company’s Memorandum of Incorporation, the Companies Act and the Listings Requirements,

each as presently constituted and as amended from time to time, authorise the company to provide direct or indirect fi nancial

assistance, as contemplated in section 45 of the Companies Act by way of loans, guarantees, the provision of security or

otherwise, to any of its present or future subsidiaries and/or any other company or corporation that is or becomes related or

inter-related (as defi ned in the Companies Act) to the company for any purpose or in connection with any matter, such authority

to endure until the next annual general meeting provided that such authority shall not extend beyond two years, and further

provided that in as much as the company’s provision of fi nancial assistance to its subsidiaries will at any and all times be in

excess of one length of 1% of the company’s net worth, the company hereby provides notice to its shareholders of that fact.’


98 Notice of annual general meeting (continued)

In order for special resolution number 3 to be adopted, the support of at least 75% of the total number of votes exercisable

by shareholders, present in person or by proxy, is required to pass this resolution.


The company, when the need arises, provides loans and guarantees loans or other obligations of its subsidiaries. The company

would like the ability to continue to provide such fi nancial assistance and if necessary, also in other circumstances, in

accordance with section 45 of the Companies Act. This authority is necessary for the company to provide fi nancial assistance

in appropriate circumstances. Under the Companies Act, the company will, however, require the special resolution referred to

above to be adopted, provided that the board of directors of the company be satisfi ed that the terms under which the fi nancial

assistance is proposed to be given are fair and reasonable to the company and, immediately after providing the fi nancial

assistance, the company would satisfy the solvency and liquidity test contemplated in the companies act. In the circumstances

and in order to, inter alia, ensure that the company’s directors subsidiaries and other relate and inter-related companies and

corporations have access to fi nancing and/or fi nancial backing from the company (as opposes to banks), it is necessary to

obtain the approval of shareholders, as set out in special resolution number 3. Therefore, the reason for, and effect of, special

resolution number 3 is to permit the company to provide direct or indirect fi nancial assistance (within the meaning attributed

to that term in section 45 of the Act) to the entities referred to in special resolution number 3 above and persons.

3.4 Ordinary resolution number 1: Issue of shares for cash ‘Resolved that the directors be authorised pursuant inter alia to the company’s memorandum of incorporation, until this

authority lapses at the next annual general meeting of the company, unless it is then renewed at the next annual general

meeting of the company provided that it shall not extend beyond 15 months, to allot and issue ordinary shares for cash

subject to the rules and requirements of the JSE Limited (‘JSE’) on the following bases:

1. the allotment and issue of the shares must be made to persons qualifying as public shareholders as defi ned in the

Listings Requirements of the JSE;

2. the shares which are the subject of the issue for cash must be of a class already in issue, or where this is not the case,

must be limited to such shares or rights that are convertible into a class already in issue;

3. the number of shares issued for cash shall not exceed 34 739 285, being 15% (fi fteen percent) of the company’s issued

share capital of ordinary shares as at the date of this notice of annual general meeting. Any shares issued under this

authority prior to the authority lapsing shall be deducted from the 34 739 285 shares of the company authorised to be

issued in terms of this authority. In the event of a sub-division or consolidation of shares prior to this authority lapsing,

the existing authority shall be adjusted accordingly to represent the same allocation ratio;

4. the maximum discount at which ordinary shares may be issued is 10% (ten percent) of the weighted average traded price

on the JSE of those shares over the 30 business days prior to the date that the price of the issue is agreed between the

company and the party subscribing for the shares; and

5. after the company has issued shares for cash which represent, on a cumulative basis within a fi nancial year, 5%

(fi ve percent) or more of the number of shares in issue prior to that issue, the company shall publish an announcement

containing full details of the issue, (including the number of shares issued, the average discount to the weighted average

traded price of the shares over the 30 days prior to the date that the price of the issue is determined and the effect of the

issue on net asset value per share, net tangible asset value per share, earnings per share, headline earnings per share, and

if applicable, diluted earnings per share and diluted headline earnings per share) or any other announcements that may be

required in such regard in terms of the Listings Requirements of the JSE which may be applicable from time to time.’

In terms of the Listings Requirements of the JSE a 75% (seventy fi ve percent) majority of the votes cast by shareholders

present or represented by proxy at the annual general meeting must be cast in favour of ordinary resolution number 1 for it

to be approved.

3.5 Ordinary resolution number 2: Unissued ordinary shares ‘Resolved that the authorised and unissued ordinary share capital of the company be and is hereby placed under the

control of the directors of the company which directors are, subject to the rules and regulations of the JSE Limited and

the provisions of the Companies Act of 2008 as amended, authorised to allot and issue any of such shares at such time

or times, to such person or persons, company or companies and upon such terms and conditions as they may determine,

such authority to remain in force until the next annual general meeting of the company.’

3.6 Ordinary resolution number 3: Re-election AJ Grant as a director of the company ‘Resolved that AJ Grant be re-elected as a director of the company.’


99

A brief curriculum vitae is set out on page 27 of the annual report of which this notice forms part.

3.7 Ordinary resolution number 4: Re-election of SM Pityana as a director of the company

‘Resolved that SM Pityana be re-elected as a director of the company.’

A brief curriculum vitae is set out on page 26 of the annual report of which this notice forms part.

3.8 Ordinary resolution number 5: Re-appointment of members of the Audit and Risk committee ‘Resolved that the following be re-appointed as members of the Audit and Risk committee:

5.1 AJ Grant;

5.2 LJ Sennelo; and

5.3 AC Brooking.’

A brief curriculum vitae in respect of each committee member is set out on page 27 of the annual report of which this notice

forms part.

3.9 Ordinary resolution number 6: Re-appointment of auditors

‘Resolved that PricewaterhouseCoopers Inc., and Pietro Calicchio as the individual auditor, be reappointed as auditors of

the company.’

3.10 Ordinary resolution number 7: Signature of documentation

‘Resolved that any director or the company secretary of the company be and is hereby authorised to sign all such

documentation and do all such things as may be necessary for or incidental to the implementation of special resolution

numbers 1, 2, and 3 and ordinary resolution numbers 1, 2, 3, 4, 5 and 6 which are passed by the members in accordance

with and subject to the terms thereof.

Voting and proxiesA shareholder of the company entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies (who

need not be a shareholder of the company) to attend, vote and speak in his/her stead.

On a show of hands, every shareholder of the company present in person or represented by proxy shall have one vote only. On a poll,

every shareholder of the company present in person or represented by proxy shall have one vote for every share held in the company

by such shareholder.

A form of proxy is attached for the convenience of any shareholder holding OneLogix shares who cannot attend the annual general

meeting. Forms of proxy may also be obtained on request from the company’s registered offi ce. The completed forms of proxy must

be deposited at or posted to the offi ce of the transfer secretaries of the company, Computershare Investor Services (Pty) Limited,

Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received at least 48 hours prior to the

meeting. Any member who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the

annual general meeting should the member subsequently decide to do so.

Shareholders who have already dematerialised their shares through a Central Securities Depository Participant (‘CSDP’) or broker

rather than through own-name registration, and who wish to attend the annual general meeting must instruct their CSDP or broker to

issue them with the necessary authority to attend.

Dematerialised shareholders, who have elected own-name registration in the sub-register through a CSDP and who are unable to

attend but wish to vote at the annual general meeting, should complete and lodge the attached form of proxy with the transfer

secretaries of the company.

Dematerialised shareholders, who have not elected own-name registration in the sub-register through a CSDP and who are unable to

attend but wish to vote at the annual general meeting, should timeously provide their CSDP or broker with their voting instructions in

terms of the custody agreement entered into between the shareholder and his CSDP or broker.

Important dates to note in respect of this notice:

Last day to trade in order to be eligible to participate in and vote at the annual general meeting Friday, 1 November 2013

Record date for voting purposes (“voting record date”) Friday, 8 November 2013

Last day to lodge forms of proxy by 10:00 on Thursday, 14 November 2013

Annual general meeting held at 10:00 on Monday, 18 November 2013


100 Notice of annual general meeting (continued)

Electronic participationShareholders or their proxies may participate in the meeting by way of telephone conference call. Shareholders or their proxies who

wish to participate in the annual general meeting via the teleconference facility will be required to advise the company thereof by no

later than 48 hours prior to the annual general meeting by submitting, by email to company secretary at [email protected]

or by fax to +27 11 327 7149, for the attention of Neville Toerien, relevant contact details including email address, cellular number and

landline, as well as full details of the shareholder’s title to the shares issued by the company and proof of identity, in the form of copies

of identity documents and share certifi cates (in the case of certifi cated shareholders), and (in the case of dematerialised shareholders)

written confi rmation from the shareholder’s CSDP confi rming the shareholder’s title to the dematerialised shares. Upon receipt of the

required information, the shareholder concerned will be provided with a secure code and instructions to access the electronic

communication during the annual general meeting.

Shareholders who wish to participate in the annual general meeting by way of telephone conference call must note that they will not be

able to vote during the annual general meeting. Such shareholders, should they wish to have their vote counted at the annual general

meeting, must, to the extent applicable,(i) complete the form of proxy; or (ii) contact their CSDP or broker, in both instances, as set out

above.

By order of the board


Company secretary

26 August 2013

Registered address Transfer secretaries

46 Tulbagh Road Computershare Investor Services (Pty) Limited

Pomona 70 Marshall Street

Kempton Park Johannesburg

1620 (PO Box 61051, Marshalltown, 2107)

(PostNet Suite 10, Private Bag X27, Kempton Park, 1620)


101Form of proxy


Registration number 1998/004519/06

(‘OneLogix’ or ‘the company’)

(Incorporated in the Republic of South Africa)

Share code: OLG ISIN: ZAE 000026399

For use by the holders of the company’s certifi cated ordinary shares (‘certifi ed shareholders’) and/or dematerialised ordinary shares

held through a Central Securities Depository Participant (‘CSDP’) or broker who have selected own-name registration (‘own-name

dematerialised shareholders’) at the annual general meeting of the company to be held at 10:00 on Monday, 18 November 2013, or at

any adjournment thereof if required. Additional forms of proxy are available from the transfer secretaries of the company.

Not for use by holders of the company’s dematerialised ordinary shares who have not selected own-name registration. Such

shareholders must contact their CSDP or broker timeously if they wish to attend and vote at the annual general meeting and request

that they be issued with the necessary authorisation to do so or provide the CSDP or broker timeously with their voting instructions

should they not wish to attend the annual general meeting in order for the CSDP or broker to vote in accordance with their instructions

at the annual general meeting.

I/We (Name in block letters)

of (Address)

being the registered holder of ordinary shares in the capital of the company hereby appoint

1. or failing him/her

2. or failing him/her

3. the Chairperson of the meeting

as my/our proxy to act for me/us on my/our behalf at the annual general meeting, or any adjournment thereof, which will be held for the

purpose of considering and, if deemed fi t, passing with or without modifi cation, the ordinary and special resolutions as detailed in the

notice of annual general meeting, and to vote for and/or against such resolutions and/or abstain from voting in respect of the ordinary

shares registered in my/our name(s), in accordance with the following instructions:

Number of votes

In favour of Against Abstain

To pass special resolutions:

1. To affect share repurchases

2. To approve non-executive directors’ remuneration 2013/2014

3. To approve the provision of financial assistance to group inter-related companies

To pass ordinary resolutions:

1. To issue for cash the authorised but unissued shares

2. To place the unissued shares under the control of the directors

3. To re-elect AJ Grant as a director of the company

4. To re-elect SM Pityana as a director of the company

5. To re-appoint the following directors to the Audit and Risk Committee for the year ending 31 May 2014:

5.1 AJ Grant 5.2 LJ Sennelo 5.3 AC Brooking

6. To re-appoint PricewaterhouseCoopers Inc. as auditors of the company, with Pietro Calicchio as individual auditor

7. To authorise the signature of documentation

(Indicate instructions to proxy in the spaces provided above.)

Unless otherwise instructed, my proxy may vote as he thinks fi t.

Signed this day of 2013

Signature Assisted by (if applicable)

Please read the notes on the reverse


102 Notes to the form of proxy

1. Each shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder of the company) to attend,

speak and vote in place of that shareholder at the annual general meeting.

2. Shareholder(s) that are certifi cated or own-name dematerialised shareholders may insert the name of a proxy or the names of two

alternative proxies of the member’s choice in the space/s provided, with or without deleting ‘the Chairperson of the meeting’, but

any such deletion must be initialled by the shareholder(s). The person whose name stands fi rst on the form of proxy and who is

present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. If no proxy is

named on a lodged form of proxy the chairperson shall be deemed to be appointed as the proxy.

3. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the

shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy, in the case

of any proxy other than the Chairperson, to vote or abstain from voting as deemed fi t and in the case of the Chairperson to vote in

favour of the resolution.

4. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder, but the total of the votes cast or

abstained may not exceed the total of the votes exercisable in respect of the shares held by the shareholder.

5. Forms of proxy must be lodged at or posted to Computershare Investor Services (Pty) Limited, Ground Floor, 70 Marshall Street,

Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received no later than 48 hours prior to the meeting.

6. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the annual general

meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder

wish to do so. Where there are joint holders of shares, the vote of the fi rst joint holder who tenders a vote, as determined by the

order in which the names stand in the register of members, will be accepted.

7. The Chairperson of the general meeting may reject or accept any form of proxy which is completed and/or received otherwise

than in accordance with these notes, provided that, in respect of acceptances, the chairperson is satisfi ed as to the manner in

which the shareholder concerned wishes to vote.

8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be

attached to this form of proxy unless previously recorded by the company or Computershare Investor Services (Pty) Limited or

waived by the Chairperson of the general meeting.

9. Any alteration or correction made to this form of proxy must be initialled by the signatory/ies.

10. A minor must be assisted by his/her parent guardian unless the relevant documents establishing his/her legal capacity are

produced or have been registered by Computershare Investor Services (Pty) Limited.

11. Where there are joint holders of any shares, only that holder whose name appears fi rst in the register in respect of such shares

need sign this form of proxy.


103Notes


104 Defi nitions

‘Atlas Panelbeaters’ Atlas Panelbeaters (Pty) Limited

‘B-BBEE’ Broad-based black economic empowerment

‘OneLogix BEE Trust’ The OneLogix Group BEE Trust which holds 2,56% of the issued share capital of OneLogix

‘the board’ The board of directors of OneLogix Group Limited

‘Companies Act’ South African Companies Act No 71 of 2008

‘CEO’ Chief Executive Officer of OneLogix (Ian Lourens)

‘COO’ Chief Operations Officer of OneLogix (Cameron McCulloch)

‘CVDS’ Commercial Vehicle Delivery Services (Pty) Limited

‘Drive Report’ Drive Report (Pty) Limited

‘FD’ Financial Director of OneLogix (Geoff Glass)

‘the group’ OneLogix Group Limited and its subsidiaries, associates and affiliates

‘Izingwe’ Izingwe Holdings (Pty) Limited, the group’s B-BBEE partner holding 10,25% of the issued share capital of OneLogix

‘JSE’ JSE Limited, the official securities exchange of South Africa

‘King III Report’ or ‘King III’ King Report on Corporate Governance for South Africa 2009

‘Magscene’ Magscene (Pty) Limited

‘OEM’ Original Equipment Manufacturer, which refers to automotive parts, specifically replacement parts made by the manufacturer of the original part

‘OneLogix’ or ‘the company’ OneLogix Group Limited listed on the JSE in the Transportation Services Sector

‘OneLogix Projex’ OneLogix Projex (Pty) Limited

‘Other – Logistics Services’ Non-reportable segment including the businesses comprising Atlas Panelbeaters, QSA and Drive Report

‘PostNet’ PostNet Southern Africa (Pty) Limited

‘QSA’ Quasar Software Developments (Pty) Limited

‘Retail’ Reportable segment comprising PostNet

‘RFB’ RFB Logistics (Pty) Limited

‘SENS’ Stock Exchange News Service, the official information dissemination platform of the JSE Limited

‘SHEQ’ Safety, Health, Environment and Quality

‘Specialised Transport’ Reportable segment comprising VDS, CVDS, OneLogix Projex, and United Bulk

‘the previous year’ or ‘the prior year’ The year ended 31 May 2012

‘the year’ or ‘the year under review’ The year ended 31 May 2013

‘United Bulk’ United Bulk (Pty) Limited

‘VDS’ Vehicle Delivery Services, a division of OneLogix (Pty) Limited

Financial

‘EPS’ Earnings per share

‘HEPS’ Headline earnings per share (as calculated based on SAICA Circular 8/2009)

‘NAV’ Net asset value

‘NTAV’ Net tangible asset value

Contact details


Company registration number: 1998/004519/06

JSE code: OLG

ISIN number: ZAE000026399

Business address and registered offi ce

46 Tulbagh Road

Pomona

Kempton Park

PostNet Suite 10

Private Bag x27

Kempton Park

1620

Telephone: +27 11 396-9040

Facsimile: +27 11 396-9050

Company secretary


3rd Floor

The Mall Offi ces

11 Cradock Avenue

Rosebank

PO Box 85392

Emmarentia

2029

Telephone: +27 11 327 7146

Facsimile: +27 11 327 7149

Auditors

PricewaterhouseCoopers Inc.

Director: J Potgieter

Registered Auditor

2 Eglin Road

Sunninghill

2157

Private Bag X36

Sunninghill

2157

Telephone: +27 11 797 4000

Facsimile: +27 11 797 5800

Investor relations and sustainability

Ian Lourens (CEO)

46 Tulbagh Road

Pomona

Kempton Park

PostNet Suite 10

Private Bag x27

Kempton Park

1620

Telephone: +27 11 396 9040

Facsimile: +27 11 396 9050

Transfer secretaries

Computershare Investor Services (Pty) Limited

70 Marshall Street

Johannesburg

PO Box 61051

Marshalltown

2107

Telephone: +27 11 370 5000

Facsimile: +27 11 370 5271

Sponsor

Java Capital (Pty) Limited

(a Sponsor registered with JSE Limited)

2 Arnold Road

Rosebank

PO Box 471917

Parklands

2121

Telephone: +27 11 283 0000

Facsimile: +27 11 283 0065

Primary bankers

Nedbank Limited

Business Banking: East Gauteng

1st Floor

Emerald Place

Stoneridge Offi ce Park

8 Greenstone Place

Edenvale

1645

Telephone: +27 11 458 4000

Facsimile:+27 11 500 8333

Head Offi ce

46 Tulbagh Road, Pomona, Kempton Park

PostNet Suite 10, Private Bag x27, Kempton Park, 1620

Telephone +27 11 396 9040

Facsimile +27 11 396 9050

www.onelogix.com

For more information

please visit our website at http://www.onelogix.com/index.

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