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SNV
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SNV - Santova - POSTING OF THE ANNUAL REPORT; CHANGES TO THE 29 FEB 2008
ABRIDGED RESULTS RELEASED 4 JUNE 2008; 29 FEB 2008 AUDITED ABRIDGED GROUP
RESULTS; AND WITHDRAWAL OF THE CAUTIONARY
SANTOVA LOGISTICS LIMITED
(Registration Number: 1998/018118/06)
("Santova" or "the Company")
Share Code: SNV ISIN: ZAE000090650
APPROVAL AND POSTING DATE OF THE 2008 ANNUAL REPORT; NOTICE OF THE ANNUAL
GENERAL MEETING; CHANGES TO THE 29 FEBRUARY 2008 ABRIDGED RESULTS RELEASED 4
JUNE 2008; 29 FEBRUARY 2008 AUDITED ABRIDGED GROUP RESULTS; AND WITHDRAWAL OF
THE CAUTIONARY
APPROVAL AND POSTING DATE OF THE 2008 ANNUAL REPORT
Shareholders are advised that the 2008 Annual Report was approved by the
directors on 20 August 2008 and will be posted to shareholders on Saturday
30 August 2008. On the same date the electronic version of the 2008 Annual
Report will be available on Santova`s website (www.santova.com) from 08H00.
NOTICE OF ANNUAL GENERAL MEETING
The notice of the annual general meeting, which will now be held in the
boardroom, Santova House, 88 Mahatma Gandhi Road, Durban, 4001 on Tuesday,
23 September 2008 at 12H00, is included in the annual report.
CHANGES TO THE 29 FEBRUARY 2008 ABRIDGED RESULTS RELEASED 4 JUNE 2008
The abridged Group results, extracted from the audited 2008 Annual Report, are
presented below . These reflect minor editorial changes from the previously
published reviewed abridged results. Net asset values and earnings per share
figures remain unchanged (see supplementary information included below).
29 FEBRUARY 2008 AUDITED ABRIDGED GROUP RESULTS
AUDITED ABRIDGED GROUP RESULTS
for the year ended 29 February 2008
(Superceding the reviewed version released on 4 June 2008)
GROUP INCOME STATEMENT
Restated
12 months to 14 months to
29 February 28 February
2008 2007
R`000 R`000
Turnover 108 243 77 395
Gross billings 1 956 021 1 451 862
Cost of billings 1 847 778 1 374 467
Other income 3 954 792
Administrative expenses 88 502 61 496
Operating income 2 3 695 16 691
Depreciation and amortisation 2 563 1 638
Interest received 4 454 3 077
Finance costs 17 550 13 876
Profit before taxation 8 036 4 254
Income tax expense 1 965 1 649
Profit for the year/period 6 071 2 605
Attributable to:
Equity holders of the parent 6 026 2 625
Minority interests 45 (20)
Basic earnings per share (cents) 0,45 0,24
Diluted earnings per share (cents) 0,45 0,24
SUPPLEMENTARY INFORMATION
Reconciliation between earnings and headline earnings
Profit attributable to equity
holders of the parent 6 026 2 625
Profit on disposals of plant and equipment (14) (157)
Taxation effects 4 45
Headline earnings 6 016 2 513
Shares in issue (000`s) 1 366 788 1 122 682
Subscriptions awaiting allotment (000`s) 8 569 222 855
Held by share trust - total (000`s) 91 335 63 306
Sold to trust participants - ceded to trust
(000`s) 45 968 52 551
Held by share trust - unsold (000`s) 45 367 10 755
Weighted average number of shares (000`s) 1 335 522 1 091 394
Diluted number of shares (000`s) 1 335 522 1 091 394
Shares for net asset value calculation (000`s) 1 329 990 1 334 783
Performance per ordinary share
Basic headline earnings per share (cents) 0,45 0,23
Diluted headline earnings per share (cents) 0,45 0,23
Net asset value per share (cents) 5,82 5,34
Tangible net asset value per share (cents) 3,64 3,20
CONDENSED GROUP CASH FLOW STATEMENT
Restated
12 months to 14 months to
29 February 28 February
2008 2007
R`000 R`000
Cash generated by operations before working
capital changes 23 570 1 6 417
Changes in working capital 8 174 (14 687)
Cash generated from operations 31 744 1 730
Interest received 4 454 3 077
Finance costs (17 550) (13 876)
Taxation paid (1 824) (1 207)
Net cash flows from operating activities 16 824 (10 276)
Net cash flows from investing activities (3 511) (1 851)
Cash inflows on acquisition of subsidiaries 1 001 10 110
Net cash flows from financing activities (16 407) (10 087)
Net decrease in cash and cash equivalents (2 093) (12 104)
Effects of exchange rate changes on cash and
cash equivalents 30 (73)
Cash and cash equivalents at beginning of the
year/period 7 973 20 150
Cash and cash equivalents at the end of the
year/period 5 910 7 973
GROUP BALANCE SHEET
Restated
29 February 28 February
2008 2007
R`000 R`000
ASSETS
Non-current assets 43 502 41 836
Plant and equipment 9 498 8 770
Intangible assets 29 029 28 612
Deferred taxation 4 975 4 454
Current assets 286 789 290 011
Trade receivables 263 110 273 673
Other receivables 13 855 4 464
Amounts owing from related parties 3 871 3 901
Financial asset 43 -
Cash and cash equivalents 5 910 7 973
Total assets 330 291 331 847
EQUITY AND LIABILITIES
Capital and reserves 77 438 71 322
Share capital and premium 156 401 156 395
Foreign currency translation reserve 41 (3)
Accumulated loss (79 043) (85 070)
Attributable to equity holders of the parent 77 399 71 322
Minority interest 39 -
Non-current liabilities 2 658 3 276
Interest-bearing borrowings 446 1 021
Long-term provision 2 212 2 255
Current liabilities 250 195 257 249
Trade and other payables 112 480 104 939
Current tax payable 940 278
Amounts owing to related parties 120 -
Current portion of interest bearing borrowings 772 791
Financial liability - 25
Short-term borrowings and overdraft 133 330 148 096
Short-term provisions 2 553 3 120
Total equity and liabilities 330 291 331 847
GROUP STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the parent
Share Share Treasury
capital premium share capital
R`000 R`000 R`000
Balances at 31 December 2005 as
previously reported 900 110 161 (51)
Effect of prior years` restatements:
IAS 36/37 impairments and provisions - - -
Related deferred taxation - - -
Employee share scheme changes - (16) 39
Restated balances at 31 December 2005 900 110 145 (12)
Net profit for the period as restated - - -
Net profit as previously reported - - -
Re-assessment of plant and equipment
under IAS16 and IFRS3 - - -
Providing for subsidiary at
acquisition tax liability - - -
IAS 36/37 impairments and provisions - - -
Related deferred taxation - - -
Employee share scheme as previously
reported - 55 -
Re-assessment of shares offered
under IFRS 2 - (55) -
Change in accounting for the
employee share scheme - - -
Related deferred taxation - - -
Share capital movements for period
as restated 223 23 015 1
Issue of shares as previously
reported 223 41 915 -
Reclassification of vendor liability
to equity - - -
Re-assessment of purchase price of
subsidiaries - (18 900) -
Treasury shares as previously
reported - - (13)
Restatement of treasury shares - - 14
Foreign currency translation
adjustment - - -
Minority interest acquired - - -
Minority interest allocated against
the parent - - -
Restated balances at 28 February 2007 1 123 133 160 (11)
Net profit for the year - - -
Minority interest adjustment - - -
Reversal of minority interest
allocated against the parent - - -
Issue of share capital 244 25 125 (25)
Foreign currency translation
adjustment - - -
Shares repurchased - - (9)
Balances at 29 February 2008 1 367 158 285 (45)
Foreign
Subscriptions currency
Treasury awaiting translation
share premium allotment reserve
R`000 R`000 R`000
Balances at 31 December
2005 as previously
reported (3 319) - -
Effect of prior years`
restatements:
IAS 36/37 impairments and
provisions - - -
Related deferred taxation - - -
Employee share scheme
changes 2 515 - -
Restated balances at 31
December 2005 (804) - -
Net profit for the period
as restated - - -
Net profit as previously
reported - - -
Re-assessment of plant
and equipment
under IAS16 and IFRS3 - - -
Providing for subsidiary
at acquisition tax
liability - - -
IAS 36/37 impairments and
provisions - - -
Related deferred taxation - - -
Employee share scheme as
previously reported - - -
Re-assessment of shares
offered under IFRS 2 - - -
Change in accounting for
the employee share scheme - - -
Related deferred taxation - - -
Share capital movements
for period as restated (1) 22 928 -
Issue of shares as
previously reported - - -
Reclassification of vendor
liability to equity - 41 828 -
Re-assessment of purchase
price of subsidiaries - (18 900) -
Treasury shares as
previously reported (830) - -
Restatement of treasury
shares 829 - -
Foreign currency
translation adjustment - - (3)
Minority interest acquired - - -
Minority interest
allocated against the
parent - - -
Restated balances at 28
February 2007 (805) 22 928 (3)
Net profit for the year - - -
Minority interest
adjustment - - -
Reversal of minority
interest allocated against
the parent - - -
Issue of share capital (2 974) (21 643) -
Foreign currency
translation adjustment - - 44
Shares repurchased (712) - -
Balances at 29 February
2008 (4 491) 1 285 41
Accumulated
loss Total
R`000 R`000
Balances at 31 December 2005 as previously reported (76 652) 31 039
Effect of prior years` restatements:
IAS 36/37 impairments and provisions (13 084) (13 084)
Related deferred taxation 2 026 2 026
Employee share scheme changes 16 2 554
Restated balances at 31 December 2005 (87 694) 22 535
Net profit for the period as restated 2 625 2 625
Net profit as previously reported 4 073 4 073
Re-assessment of plant and equipment
under IAS16 and IFRS3 71 71
Providing for subsidiary at acquisition tax
liability 427 427
IAS 36/37 impairments and provisions (2 159) (2 159)
Related deferred taxation 227 227
Employee share scheme as previously reported - 55
Re-assessment of shares offered under IFRS 2 55 -
Change in accounting for the employee share scheme (96) (96)
Related deferred taxation 27 27
Share capital movements for period as restated - 46 166
Issue of shares as previously reported - 42 138
Reclassification of vendor liability to equity - 41 828
Re-assessment of purchase price of subsidiaries - (37 800)
Treasury shares as previously reported - (843)
Restatement of treasury shares - 843
Foreign currency translation adjustment - (3)
Minority interest acquired - -
Minority interest allocated against the parent (1) (1)
Restated balances at 28 February 2007 (85 070) 71 322
Net profit for t he year 6 026 6 026
Minority interest adjustment - -
Reversal of minority interest allocated against
the parent 1 1
Issue of share capital - 727
Foreign currency translation adjustment - 44
Shares repurchased - (721)
Balances at 29 February 2008 (79 043) 77 399
Restated
Minority Total
interest equity
R`000 R`000
Balances at 31 December 2005 as previously reported - 31 039
Effect of prior years` restatements:
IAS 36/37 impairments and provisions - (13 084)
Related deferred taxation - 2 026
Employee share scheme changes - 2 554
Restated balances at 31 December 2005 - 22 535
Net profit for the period as restated (20) 2 605
Net profit as previously reported (20) 4 053
Re-assessment of plant and equipment
under IAS16 and IFRS3 - 71
Providing for subsidiary at acquisition tax liability - 427
IAS 36/37 impairments and provisions - (2 159)
Related deferred taxation - 227
Employee share scheme as previously reported - 55
Re-assessment of shares offered under IFRS 2 - -
Change in accounting for the employee share scheme - (96)
Related deferred taxation - 27
Share capital movements for period as restated - 46 166
Issue of shares as previously reported - 42 138
Reclassification of vendor liability to equity - 41 828
Re-assessment of purchase price of subsidiaries - (37 800)
Treasury shares as previously reported - (843)
Restatement of treasury shares - 843
Foreign currency translation adjustment - (3)
Minority interest acquired 19 19
Minority interest allocated against the parent 1 -
Restated balances at 28 February 2007 - 71 322
Net profit for t he year 45 6 071
Minority interest adjustment (5) (5)
Reversal of minority interest allocated against the
parent (1) -
Issue of share capital - 727
Foreign currency translation adjustment - 44
Shares repurchased - (721)
Balances at 29 February 2008 39 77 438
CONDENSED GROUP SEGMENTAL ANALYSIS
Southern United
Africa Far East Kingdom Group
R`000 R`000 R`000 R`000
2008 - GEOGRAPHICAL SEGMENT
Turnover (external) 101 091 2 389 4 763 108 243
Net profit/(loss) before
interest and tax 21 267 1 184 (1 319) 21 132
Net finance cost (12 987) (44) (65) (13 096)
Income tax (expense)/credit (2 206) (213) 454 (1 965)
Net profit/(loss) 6 074 927 (930) 6 071
Total assets 319 243 3 625 7 423 330 291
Total liabilities 244 406 2 720 5 727 252 853
Depreciation and amortization 2 488 13 62 2 563
Capital expenditure 3 268 3 410 3 681
2007 - RESTATED GEOGRAPHICAL
SEGMENT
Turnover (external) 77 052 343 - 77 395
Net profit/(loss) before
interest and tax 15 118 (65) - 15 053
Net finance costs (10 799) - - (10 799)
Income tax (expense)/credit (1 649) - - (1 649)
Net profit/(loss) 2 6 70 (65) - 2 605
Total assets 330 424 1 423 - 331 847
Total liabilities 259 029 1 496 - 260 525
Depreciation and amortisation 1 636 2 - 1 638
Capital expenditure 2 763 35 - 2 798
Freight forwarding
and clearing Insurance Group
R`000 R`000 R`000
2008 - BUSINESS SEGMENT
Net profit 5 530 541 6 071
Total assets 326 098 4 193 330 291
Total liabilities 251 775 1 078 252 853
2007 - RESTATED BUSINESS SEGMENT
Net profit/(loss) 2 616 (11) 2 605
Total assets 331 271 576 331 847
Total liabilities 260 082 443 260 525
CONDENSED PRIOR PERIOD ADJUSTMENTS NOTE
As previously Employee IAS 36/37
reported share Impairments
28 February scheme and
2007 changes provisions
R`000 R`000 R`000
Balance sheet effects
Plant and equipment 8 407 - -
Intangible assets 66 136 - -
Loans receivable 504 - -
Deferred taxation 2 315 27 2 322
Trade receivables 279 085 - (5 314)
Other receivables 7 505 (96) (3 043)
Amounts owing from
related parties - 3 397 -
Cash and cash equivalents 9 438 - (1 465)
Share capital and premium 149 041 3 326 -
Accumulated loss prior years (76 653) 16 (11 058)
Profit for the period 4 073 (14) (1 863)
Amounts owing to related parties 41 828 - -
Trade and other payables 99 518 - 5 421
Income statement effects
Administrative expenses 59 399 (62) 2 159
Depreciation and amortisation 1 709 - -
Interest received 3 180 (103) -
Income tax expense 2 330 (27) (296)
IFRS 3 and Restated
IAS 16 Reclass - 28 February
changes ification 2007
R`000 R`000 R`000
Balance sheet effects
Plant and equipment 725 (362) 8 770
Intangible assets (37 886) 362 28 612
Loans receivable - (504) -
Deferred taxation (210) - 4 454
Trade receivables - (98) 273 673
Other receivables - 98 4 464
Amounts owing from
related parties - 504 3 901
Cash and cash equivalents - - 7 973
Share capital and premium 4 028 - 156 395
Accumulated loss prior years - - (87 695)
Profit for the period 429 - 2 625
Amounts owing to related parties (41 828) - -
Trade and other payables - - 104 939
Income statement effects
Administrative expenses - - 61 496
Depreciation and amortisation (71) - 1 638
Interest received - - 3 077
Income tax expense (358) - 1 649
COMMENTARY
Group profile
Santova Logistics Limited and its subsidiary companies "Santova"/"Group",
operating out of South Africa, the United Kingdom, Hong Kong and China, provide
integrated "end-to-end" logistics solutions for importers/ exporters and
consumers.
Changes in the Group
The Group acquired Mogal International Limited "Mogal", which operates out of
the United Kingdom, with effect from 13 March 2007. The purchase consideration
of R1 984 174 comprises R654 272 worth of goodwill and net assets acquired to
the value of R1 329 902 made up of plant and equipment; accounts receivable;
other current assets; cash and cash equivalents; and trade and other payables.
The contribution of the Mogal operation to the Group`s results and net assets
is reflected in the segmental report which forms part of these abridged
results.
Following the acquisition of Impson Logistics (Pty) Ltd "Impson" during the
previous financial year, significant progress has been made in rationalising
the South African branch network and standardising operating procedures and
accounting policies.
As part of the rationalisation, the Group has appointed a single audit firm to
all Group operations, except for the newly acquired Mogal.
Financial reporting and accounting policy changes
These abridged Group results reflect certain changes to the previously
reported financial information of the Group for the 14 month period to 28
February 2007 and the interim information for the six months to 31 August 2007.
These changes arise in the main from an assessment undertaken by the directors
of the application of existing and revised accounting standards in the
following areas (the values are reflected in the "condensed prior period
adjustments note" in the same order as listed below):
1. changing the basis of accounting for the employee share purchase scheme;
2. implementing consistent provisioning and impairment policies across the
Group;
3. re-assessing the fair values of the businesses of the recently acquired
subsidiary companies, as well as the valuation placed on the Santova shares
issued and issuable to the vendors of those businesses; and
4. making disclosure changes to achieve compliance with new and revised
International Financial Reporting Standards.
The above are discussed further in note 28 of the annual financial statements
contained within the 2008 annual report.
The rationalisation of the Santova operations highlighted the need to
standardise the processes for providing for possible impairments and also
crystallised a significant core of long overdue amounts in the accounts
receivable balances of the old "Spectrum" businesses. The standardisation of
accounting policies across Santova has resulted in increased provisions to
reflect possible impairments in accounts receivable. Where appropriate, the
results and balances in prior periods have been restated.
Basis of preparation
Except for the differences highlighted above, the accounting policies are
consistent with those applied in the financial statements for the 14 months
ended 28 February 2007.
The financial information has been prepared using accounting policies that
comply with International Financial Reporting Standards. The Group has adopted
IFRS 7 Financial Instruments: Disclosures. This is a disclosure standard which
has no impact on profit, loss or equity for the year.
These abridged Group results comply with International Accounting Standard 34 -
Interim Financial Reporting, as well as with Schedule 4 of the South African
Companies Act, 1973, and the disclosure requirements of the JSE Listings
Requirements.
Overview of 2008 performance
The Group`s performance as reflected in these abridged results, which includes
the cost of the Durban and Head Office move in early March 2007, shows that
good progress is being made in achieving the strategic growth objectives of the
Group.
Net asset value has increased from 5,34 cents per share to 5,82 cents, an 8,9%
increase; whilst the tangible net asset value has moved from 3,20 cents per
share to 3,64 cents, a 13,7% increase.
The condensed Group cash flow statement reflects borrowings repaid of R16,4
million (2007: R10,1 million) despite the increased trade undertaken by the
Group.
During the year, further shares were issued as follows:
- 4 818 750 shares to the vendors of Mogal on 13 March 2007;
- 210 000 000 shares to the vendors of Impson on 18 June 2007;
- 4 286 490 shares to the vendors of Leading Edge Insurance Brokers (Pty) Ltd
on 18 June 2007; and
- 25 000 000 shares to the Share Trust on 30 September 2007.
Outlook for 2008/9
We move forward in the year ahead determined to optimise costs and service
levels even further, and to ensure that the Group structure is running
optimally for the new business that is to be introduced.
AUDITED BY INDEPENDENT AUDITORS
The Company`s independent auditors, Deloitte & Touche, have issued unmodified
opinions on the 2008 Company and Group annual financial statements and on these
abridged Group results.
These reports are available for inspection at the Company`s registered office
during office hours.
OTHER MATTERS
The 2008 Annual Report, which was approved on 20 August 2008, will be issued
on 30 August 2008.
DIVIDENDS
In line with the Company`s policy, no dividend has been declared for the year.
For and on behalf of the board,
GH Gerber SJ Chisholm
Chief Executive Officer Group Financial Director
28 August 2008
REGISTERED OFFICE AND POSTAL ADDRESS
Santova House, 88 Mahatma Gandhi Road, Durban, 4001; PO Box 6148, Durban, 4000
TRANSFER SECRETARIES
Computershare Investor Services (Pty) Ltd
70 Marshall Street, Marshalltown, 2107
DESIGNATED ADVISOR
River Group
AUDITORS
Deloitte & Touche
EXECUTIVE DIRECTORS
GH Gerber (CEO), SJ Chisholm (GFD), S Donner, MF Impson, GM Knight, TR Mezher
INDEPENDENT NON-EXECUTIVE DIRECTORS
ESC Garner (Chairman), WA Lombard, M Tembe
COMPANY SECRETARY
JA Lupton, ACIS
WITHDRAWAL OF THE CAUTIONARY
Shareholders are referred to the cautionary announcement dated 24 July 2008 and
are advised that, as the contents referred to therein have ceased to have any
relevance or effect on the Company, caution is on longer required to be
exercised by shareholders when dealing in its securities.
Durban
28 August 2008
Designated Adviser
River Group
Date: 29/08/2008 13:38:01 Produced by the JSE SENS Department.
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