| Thu 25 Jun 2009, 17:44 | | SNV - Santova Logistics Limited - No Change Statem |
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SNV
SNV
SNV - Santova Logistics Limited - No Change Statement, Posting Of Annual Report,
Notice Of AGM, Finalization Of Mcgregor Acquisition, Specific Share Repurchase
And Withdrawal Of Cautionary
SANTOVA LOGISTICS LIMITED
(Registration Number: 1998/018118/06)
("Santova" or "the Company")
Share Code: SNV & ISIN: ZAE000090650
NO CHANGE STATEMENT, POSTING OF ANNUAL REPORT, NOTICE OF AGM, FINALIZATION OF
MCGREGOR ACQUISITION, SPECIFIC SHARE REPURCHASE AND WITHDRAWAL OF CAUTIONARY
APPROVAL AND POSTING DATE OF THE 2009 ANNUAL REPORT; NOTICE OF THE ANNUAL
GENERAL MEETING; NO CHANGES TO THE 28 FEBRUARY 2009 ABRIDGED RESULTS RELEASED 14
MAY 2009; SPECIFIC REPURCHASE OF OWN SHARES; THE ACQUISTION OF MCGREGOR CUSTOMS
PTY LTD ("MCGREGOR"), FURTHER TO SENS ANNOUNCEMENT RELEASED 6 NOVEMBER 2008; AND
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT DATED 15 MAY 2009.
APPROVAL AND POSTING DATE OF THE 2009 ANNUAL REPORT
Shareholders are advised that the 2009 annual report was approved by the
directors on 11 May 2009 and will be posted to shareholders on Friday, 26 June
2009. On the same date the electronic version of the 2009 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 be held in the boardroom,
Santova House, 88 Mahatma Gandhi Road, Durban, 4001 on Monday, 20 July 2009 at
12H00, is included in the 2009 annual report.
NO CHANGE TO THE 28 FEBRUARY 2009 ABRIDGED RESULTS RELEASED 14 MAY 2009
The abridged Group results, extracted from the audited 2009 Annual Report, and
released on 14 May 2009 remain unchanged.
SPECIFIC REPURCHASE OF OWN SHARES
Introduction
The Board has decided to repurchase as many shares as are available from the
Santova Logistics Share Purchase and Option Scheme Trust ("the Share Trust"), at
10 cents per share, in full or partial settlement of the loan account between
Santova and the Share Trust. The total number of shares for which authority to
repurchase is being sought is 91 335 509, representing 7,04% of the total issued
share capital of Santova as at the date of the annual report. An offer is to be
made for the repurchase of up to 91 335 509 shares, as available, from the Share
Trust, made up of 45 607 175 treasury shares (allocated but not yet issued by
the Share Trust) and 45 728 334 shares that have been issued to beneficiaries in
terms of the trust deed of the Share Trust. The effective proportion of the 45
728 334 shares to be repurchased is dependent on the Trustees of the Share Trust
offering to repurchase shares held by the beneficiaries and the acceptance of
this offer by the beneficiaries.
Rationale
The Board has found that in the current economic climate, the Santova Logistics
Share Purchase and Option Scheme ("the Share Scheme") has lost its ability to
incentivise and drive the staff that it was set-up to motivate. A revised
reward scheme is currently being investigated. The reason for the proposed
special resolution is to enable the Trustees of the Share Trust to implement a
specific offer to repurchase the shares held by beneficiaries who have purchased
shares in terms of the rules of the Share Scheme. The effect of the passing of
the special resolution is that, at the appropriate times in each case, the
shares may be repurchased by the Share Trust from the beneficiaries, and the
Company in turn will be able to repurchase the shares taken up by the Share
Trust. These shares will then be cancelled, on receipt by the Company, and
restored to authorised share capital.
Opinion of Directors
The Board of Directors of the Company is of the opinion that the proposed
repurchases are fair insofar as the shareholders of the issuer are concerned and
have been so advised by an independent expert acceptable to the JSE Limited
("JSE"). The fairness opinion required in terms of paragraph 5.69 of the JSE
Listings Requirements, prepared by Moore Stephens Corporate Finance and SAB&T
Incorporated, can be found on page 87 of the 2009 annual report. A separate
circular will not been issued in this regard, as all the required information
and the required special resolution is contained in the 2009 annual report.
Financial Effects
The effect on the basic earnings per share, headline earnings per share and net
asset value per share if the shares in terms of the above special resolution
were to be repurchased is as follows:
The table below sets out the pro forma financial effects of the above corporate
action ("transaction"), based on Santova`s audited results for the year ended 28
February 2009. The financial effects are presented for illustrative purposes
only and because of their nature may not give a fair reflection of the Company`s
results, financial position and changes in equity after the transaction. It has
been assumed for purposes of the pro forma financial effects that the above
transaction took place as at 28 February 2009 for balance sheet and for the
period 1 March 2008 to 28 February 2009 for income statement purposes. The
directors of Santova are responsible for the preparation of the financial
effects.
1 2 3 4
Before Repurchase Pro forma
repurchase of shares after
by repurchase
Santova
from the
Share
Trust
Audited unaudited
twelve months twelve months Percentage
to to change
28 February 28 February
2009 2009
Weighted average (shares) 1 235 843 176 45 728 334 1 190 114 842 (3,70)
number of shares
Diluted weighted (shares) 1 257 873 345 45 728 334 1 212 145 011 (3,64)
average number
of shares
Shares for net (shares) 1 200 855 883 45 728 334 1 155 127 549 (3,81)
asset value
calculation
Performance per
ordinary share
Basic earnings (cents) 0,63 0,02 0,65 3,84
per share
Basic headline (cents) 0,68 0,02 0,70 3,84
earnings per
share
Diluted earnings (cents) 0,62 0,02 0,64 3,77
per share
Diluted headline (cents) 0,67 0,02 0,69 3,77
earnings per
share
Net asset value (cents) 6,19 (0,13) 6,06 (2,21)
per share
Tangible net (cents) 4,03 (0,22) 3,81 (5,52)
asset value per
share
Notes:
1. This column represents the "before" financial information, which has been
extracted, without adjustment, from the published audited consolidated results
of Santova for the twelve months ended 28 February 2009. This excludes treasury
shares of 45 607 175.
2. This column reflects the effect of the repurchase by Santova of the Share
Trust shares in settlement of the loan advanced by Santova to the Share Trust.
3. This column reflects the effect after the repurchase by Santova of the Share
Trust shares in settlement of the loan advanced by Santova to the Share Trust.
4. This column reflects the percentage change the above transaction has on the
performance per ordinary shares of Santova. Actual figures have been used to
determine percentage change rather than the rounded figures reflected above.
5. The Board would like to confirm and highlight the fact to shareholders that
in the event that the Board receives full or partial acceptance to the offer,
the loan account will be proportionately affected and because the value of the
loan account is fully represented by the value of the shares, there will be no
material capital gains taxation implication to the Company.
The assumptions used above are:
- earnings remain constant;
- all shares for which authority to repurchase is being sought are
repurchased;
- the repurchases will be funded by the settlement of the loan account
referred to above; and
- no adjustments have been made for interest nor taxation effects.
Voting
All of the shares held by the Share Trust (beneficiary and treasury in nature),
will be excluded from voting on this special resolution at the annual general
meeting. To pass the special resolution, 75% of the shareholders present in
person, by representation or by proxy (excluding all shares held by the Share
Trust) and eligible to vote at the meeting must vote in favour of the passing of
the special resolution.
The beneficiaries referred to above that will be prohibited from voting with
regard to this resolution, include the following management and directors of
Santova and its subsidiaries: SJ Chisholm; GV Barnes; GH Crews; and AKG Lewis
THE ACQUISTION OF MCGREGOR CUSTOMS PTY LTD ("MCGREGOR"), FURTHER TO SENS
ANNOUNCEMENT RELEASED 6 NOVEMBER 2008
Introduction
Santova are proud to announce the fulfilment of all conditions precedent,
including the due diligence and therefore the finalisation of the acquisition
price as set out below, in relation to the acquisition of McGregor from Coolaroo
Holdings Pty Ltd ("Coolaroo"), effective 1 March 2009.
Santova will settle the purchase price of AU$1 930 000 (R13 124 001) as follows:
- cash AU$980 000 (R6 664 000);
- the issue of 61 200 014 Santova ordinary shares at an issue price of 8
cents per share;
- cash AU$70 000 (R476 000) on or before 28 February 2010; and
- cash AU$160 000 (R1 088 000) in 23 equal instalments of AU$6 666 (R45 329)
each and a final instalment of AU$6 682 (R45 438), payable on or before the
last day of each and every month, the last instalment being due on 28
February 2011.
An alteration to the acquisition of the full share capital initially announced
on 6 November 2008 is the subsequent sale of 25% of the share capital of
McGregor to a supplier of Santova`s in China and Hong Kong, for AUS$482 500 (R3
281 000) in cash, further cementing and strengthening our supply chain.
Coolaroo has warranted that the aggregated profit after tax for the twenty four
months to 28 February 2011 will not be less than AUS$904 116 (R6 147 989).
Should the profit warranty not be achieved, the purchase price will be reduced
by Coolaroo returning (by the return of capital without consideration) to
Santova the number of shares allotted and issued (at 8 cents) to the extent that
the above warranty is not achieved.
Both of the above have been approved by the Board and the South African Reserve
Bank and now give Santova a presence in Australia.
Financial Effects
The table below sets out the pro forma financial effects of the acquisition of
McGregor, based on Santova`s audited results for the year ended 28 February
2009. The financial effects are presented for illustrative purposes only and
because of their nature may not give a fair reflection of the Company`s results,
financial position and changes in equity after the transaction. It has been
assumed for purposes of the pro forma financial effects that the above
transaction took place as at 28 February 2009 for balance sheet and for the
period 1 March 2008 to 28 February 2009 for income statement purposes.
1 2 3 4
Before Acquisition Pro forma
acquisition of McGregor after
Customs Pty acquisition
Ltd
effective
28 February
2009
audited unaudited
twelve months twelve months Percentage
to to change
28 February 28 February
2009 2009
Weighted (shares) 1 235 843 176 61 200 014 1 297 043 190 4,95
average number
of shares
Diluted (shares) 1 257 873 345 61 200 014 1 319 073 359 4,87
weighted
average number
of shares
Shares for net (shares) 1 200 855 883 61 200 014 1 262 055 897 5,10
asset value
calculation
Performance
per ordinary
share
Basic earnings (cents) 0,63 0,02 0,65 3,72
per share
Basic headline (cents) 0,68 0,02 0,70 3,14
earnings per
share
Diluted (cents) 0,62 0,02 0,64 3,80
earnings per
share
Diluted (cents) 0,67 0,02 0,69 3,22
headline
earnings per
share
Net asset (cents) 6,19 (0,30) 5,89 (4,85)
value per
share
Tangible net (cents) 4,03 (0,86) 3,17 (21,38)
asset value
per share
Notes:
1. This column represents the "before" financial information, which has been
extracted, without adjustment, from the published audited consolidated results
of Santova for the twelve months ended 28 February 2009.
2. This column reflects the effects of the acquisition of McGregor. The
information has been extracted, without adjustment, from the year end
financial statements of McGregor for the twelve months ended 30 June 2008.
25% has been removed for ten months, being the minority interest for the
period after the date of sale.
3. This column reflects the "after" financial information, including the
effects of the acquisition of McGregor by Santova and subsequent sale of 25%.
4. This column reflects the percentage change the above transaction has on
the performance per ordinary share of Santova.
5. McGregor`s results for the 12 month period 1 July 2007 to 30 June 2008
have been used to add the incremental income statement effect, whilst the
balance sheet as at 30 June 2008 has been used for the balance sheet effect to
Santova.
The assumptions used above are:
- earnings remain constant;
- all profit warranties are met;
- no adjustments have been taken into account for the time value of
money, interest nor taxation effects;
- a rate of exchange of 6,80 South African Rands ("R") to 1 Australian Dollar
("AU$") has been used, consistent with the rate used in the purchase
agreement; and
- the settlements in terms of the purchase agreement have been included as if
all payments / issue of shares were done on 1 March 2008.
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT DATED 15 MAY 2009
Shareholders are referred to the cautionary announcement dated 15 May 2009 and
are advised that, as the contents referred to therein have ceased to have any
relevance or effect on the Company, caution is no longer required to be
exercised by shareholders when dealing in its securities.
Durban
25 June 2009
Corporate and Designated Advisor
River Group
Date: 25/06/2009 17:30:01 Produced by the JSE SENS Department.
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