| Wed 19 May 2010, 8:17 | | SNV - Santova Logistics Limited - Acquisition of Aviocean (pty) Limited and |
|
SNV
SNV
SNV - Santova Logistics Limited - Acquisition of Aviocean (pty) Limited and
withdrawal of cautionary announcement
SANTOVA LOGISTICS LIMITED
Registration number: 1998/018118/06
Share code: SNV & ISIN: ZAE000090650
("Santova" or "the Company")
ACQUISITION OF AVIOCEAN (PTY) LIMITED AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
Introduction
River Group is authorised to announce that Santova has acquired 100% of the
ordinary share capital of Aviocean (Pty) Limited ("Aviocean") effective
1 March 2010 ("the effective date") from Mr AL van Zyl ("the seller"),
an independent third party, for the purchase consideration as set out
below.
Rationale
Aviocean is a freight forwarder, exporter and customs clearing agent based
in Johannesburg, South Africa, whose business is complementary to that of
the Company.
Purchase Consideration
Subject to the conditions set out below, the purchase consideration will be
settled as follows:
- On completion date, the Company will pay to the Seller R10 500 000 in cash
and allot and issue to the Seller 131 250 000 ordinary shares of 0,1 cent
each in the share capital of the Company at the closing price on the
effective date;
- On the fulfilment of the first profit warranty, that the profit before tax
for the year ending 28 February 2011 of Aviocean will not be less than
R10 000 000, the Company will pay to the Seller R2 000 000 in cash and
allot and issue to the Seller 25 000 000 ordinary shares of 0,1 cent each
in the share capital of the Company at the closing price on the effective
date; and
- On the fulfilment of the second profit warranty, that the profit before
tax for the year ending 29 February 2012 of Aviocean will not be less than
R10 000 000, the Company will pay to the Seller R2 500 000 in cash and
allot and issue to the Seller 31 250 000 ordinary shares of 0,1 cent each
in the share capital of the Company at the closing price on the effective
date.
Financial Effects
The table below sets out the pro forma financial effects of the above
transaction, based on Santova`s audited results for the year ended
28 February 2010. 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 the purposes of the pro forma
financial effects that the above transaction took place as at
28 February 2010 for the statement of financial position and for the period
1 March 2009 to 28 February 2010 for the statement of comprehensive income.
The directors of Santova are responsible for the preparation of the
financial effects:
1 2 3 4
Before Acquisition Proforma
acquisition of after
audited Aviocean acquisition
twelve months unaudited unaudited
to twelve twelve months
28 February months to 28 to 28 Percentage
2010 February 2010 February 2010 change
Weighted average
number of shares
(000`s shares) 1 231 457 187 500 1 418 957 15,23
Diluted weighted
average number of
shares (000`s
shares) 1 291 038 187 500 1 478 538 14,52
Shares for net
asset value
calculation
(000`s shares) 1 216 328 187 500 1 403 828 15,42
Performance per
ordinary share
Basic earnings per
share (cents) 0,30 0,32 0,62 105,94
Basic headline
earnings per
share (cents) 0,31 0,32 0.63 103,11
Diluted earnings
per share (cents) 0,29 0,31 0,60 107,21
Diluted
headline earnings
per share (cents) 0,29 0,31 0,60 104,36
Net asset value
per share
(cents) 6,60 (0,55) 6,05 (8,30)
Tangible net
asset value
per share (cents) 3,35 (1,70) 1,65 (50,69)
Column notes:
1. This column represents the "before" financial information, which has
been extracted, without adjustment, from the published audited abridged
group results of Santova for the twelve months ended 28 February 2010.
2. This column reflects the effects of the acquisition of Aviocean. The
information has been extracted, with due diligence agreed adjustments,
from the year end draft annual financial statements of Aviocean for the
twelve months ended 28 February 2010, as the audit is not complete as
yet.
3. This column reflects the "after" financial information, including the
effects of the acquisition of Aviocean by Santova.
4. This column reflects the percentage change the above transaction has on
the performance per ordinary shares of 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 or taxation effects; and
- the settlements in terms of the purchase agreement have been included as
if all payments/issue of shares were completed on 1 March 2009.
Conditions Precedent
1. Where applicable this transaction is subject to the approval of JSE
Limited, the Securities Regulation Panel and the Competition Commission;
2. The written confirmation given by the Company to the Seller that it is
satisfied with all aspects of the due diligence investigation;
3. The Company and the Seller entering into an executive service agreement,
the terms and conditions of which are still to be agreed;
4. The board of directors of the Company approving the purchase; and
5. Written confirmation given by Nedbank Limited to provide finance in
respect of the purchase.
All of the above conditions precedent have been met.
Categorisation, JSE Listings Requirements and Withdrawal of Cautionary
This transaction is categorized as a Category 2 transaction in terms of the
JSE Listings Requirements for AltX listed companies.
The Company has undertaken to have the Articles of Association of Aviocean
amended as soon as is practicable to conform with the requirements of
Schedule 10 of the JSE Listings Requirements.
Shareholders are referred to the cautionary announcements dated 30 March
2010 and 11 May 2010, and are advised that as negotiations referred to
therein have been completed and are the result of this announcement,
caution is no longer required to be exercised by shareholders when dealing
in their Santova securities.
Durban
19 May 2010
Corporate and Designated Advisor
River Group
Date: 19/05/2010 08:17:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
