| Thu 24 Jul 2008, 12:27 | | SNV - Santova - Share acquisition programme chang |
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SNV
SNV
SNV - Santova - Share acquisition programme, changes in directors, and
further cautionary announcement
SANTOVA LOGISTICS LIMITED
Registration number: 1998/018118/06
Share code: SNV & ISIN: ZAE000090650
("Santova" or "the Company")
SHARE ACQUISITION PROGRAMME, CHANGES IN DIRECTORS OF SANTOVA LOGISTICS
LIMITED ("SANTOVA") AND IMPSON LOGISTICS (PROPRIETARY) LIMITED ("IMPSON"),
AND FURTHER CAUTIONARY ANNOUNCEMENT
Introduction
Shareholders are referred to the cautionary announcement published on 8 July
2008 and are advised that the board has approved the following arrangements,
for which shareholder approval, where indicated, will be sought at the
Annual General Meeting ("AGM") to be held on 28 August 2008.
Changes in directors of Santova
Tom Mezher, who joined the board of Santova following the Impson acquisition
in August 2006, has indicated his wish to retire as a director of the
Santova board at the conclusion of the next annual general meeting.
Tom is a trustee of the Camilla Coleman Trust ("the Trust",) which is the
holder of 62 064 000 shares in Santova.
Changes in the directors of Impson
Mr. G. A. Robinson and Mr. P. Naidoo both directors of Santova`s subsidiary
Impson have resigned and in exchange for the variation of their restraint of
trade agreements have surrendered / relinquished 46 666 666 shares
representing approximately 3,39% of the issued share capital of Santova.
If the above transaction is approved by shareholders at the AGM, these
shares will be cancelled and restored to authorised share capital, by way of
a repurchase of shares. If the requisite shareholder approval is not
obtained the contract provides for the shares to be placed with a
disinterested third party for the benefit of Santova.
As a consequence of the above resignations, changes to the composition of
the Impson board have been proposed and will be announced within the next
week.
Additional Share Repurchase Arrangements
In terms of Section 85(8) of the Companies Act No. 61 of 1973, as amended,
all of the shares acquired will be cancelled and restored to authorised
share capital, in terms of paragraphs 1 to 3 below.
1. Acquisition of Santova shares held by the Camilla Coleman Trust
The board resolved to seek shareholder approval to acquire the
Trust`s shares (62 064 000) representing approximately 4,51% of
the issued share capital, in the following tranches, at 10 cents
per share, over the next four years:
- On the day following the AGM 11 171 520 shares;
- On 1 March 2009 11 171 520 shares, payable on or before 31 August
2009;
- On 1 March 2010 11 171 520 shares, payable on or before 31 August
2010; and
- On 1 March 2011 28 549 440 shares, payable on or before 31 August
2011.
2. Acquisition of Santova shares held by other Impson directors by
granting of Put Options
The company has also entered into various put option agreements, to
repurchase up to 110 936 001 shares, representing approximately 8,07%
of the issued share capital of Santova, with certain Impson directors,
subject to shareholder approval at the AGM the terms of which are as
follows:
- On the day following the AGM the various shareholders will put 13
312 320 shares to Santova at 10 cents per share;
- If the pretax profit of the group does not exceed R10,8 million as
at 28 February 2009, then the various shareholders will be
entitled to put a further 13 312 320 shares to the company,
settlement being on the day following the 2009 AGM;
- If the pretax profit of the group does not exceed R10,8 million as
at 28 February 2010, then the various shareholders will be
entitled to put a further 13 312 320 shares to the company,
settlement being on the day following the 2010 AGM; and
- If the pretax profit of the group does not exceed R10,8 million as
at 28 February 2011, then the various shareholders will be
entitled to put the balance, being a further 70 999 041 shares to
the company, settlement being on the day following the 2011 AGM;
The rights of the holders of the above shares to tender their shares to
Santova in 2009 and thereafter will lapse in the financial year that
the Santova group pre-tax profit exceeds R10,8 million.
3. Call Option
Subject to shareholder approval at the AGM, the company has entered
into a call option agreement, to acquire at its option, exercisable
within 3 months of the forthcoming AGM, 11 666 667 shares representing
approximately 0,85% of the issued share capital of Santova, from G.W.
Stay, a director of Impson at a price of 10 cents per share.
4. General Repurchase
In addition to the specific repurchases above, shareholders will also
be requested to authorise a General Share Repurchase programme subject
to the Listings Requirements and the Companies Act.
Financial Effects
The financial effect of the above transactions as well as all other
disclosures required for these share acquisitions by the JSE and the
Companies Act will be included with the annual report which is expected to
be posted to shareholders on or about 5 August 2008.
Further Cautionary
Further to the cautionary announcement dated 8 July 2008 shareholders are
advised that certain conditions still exist that may have a material effect
on the share price and shareholders are requested to continue exercising
caution when dealing in their securities of the company until a full
announcement is made in this regard.
Durban
24 July 2008
Corporate and Designated Advisor
River Group
Date: 24/07/2008 12:27:02 Produced by the JSE SENS Department.
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