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SNV
SNV
SNV - Santova - Acquisition Announcement And Withdrawal Of Cautionary
Announcement
SANTOVA LOGISTICS LIMITED
(Registration Number 1998/018118/06)
(Formerly Spectrum Shipping Limited)
Share Code: SNV & ISIN: ZAE000090650
("Santova" or "the company")
ACQUISITION OF MOGAL INTERNATIONAL LIMITED AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
River Group is authorised to announce that, in relation to the cautionary
announcement published on SENS on 6 March 2007, Santova has, as one
indivisible transaction, with effect from 1 March 2006, acquired the total
issued share capital of and all claims on shareholder loan accounts against
Mogal International Limited, which owns and operates a comprehensive
customs clearing and forwarding logistics business with offices in West
Horndon, United Kingdom ("the Acquisition / Transaction") from Sheraton
Copland-Mander ("the Vendor").
2. BACKGROUND AND RATIONALE
Santova offers international and domestic clients integrated strategic
logistics management solutions through value added services ("best of
breed") that enable companies to differentiate themselves so enabling them
to effectively compete on a global basis. These "end to end" supply chain
logistics solutions are effected through its eight subsidiaries, namely:
- Impson Logistics (Proprietary) Ltd - providing Customs and Excise
clearing and forwarding as well as consultancy services such as
Customs accreditation;
- Santova NVOCC (Proprietary) Limited ("NVOCC") - a non-vessel owner
common carrier;
- Santova Warehousing Solutions (Proprietary) Limited ("SWS") -
providing warehousing and distribution solutions to clients;
- e-OSCI Logistics (Pty) Ltd ("e-OSCI") - virtual supply chain
management and optimisation;
- Leading Edge Insurance Brokers (Proprietary) Limited - providing
marine and other insurance products to clients;
- Santova Financial Services (Proprietary) Limited ("SCFS") - financial
and trade solutions;
- Santova Logistics Ltd (Hong Kong) - supply chain logistics solutions;
and
- Santova Patent Logistics Co., Ltd (Hong Kong) - supply chain logistics
management solutions in mainland China (12 representative offices)
To this end Santova has entered into the above transaction to establish a
presence in the United Kingdom, which will enable the Group to manage and
control the entire supply chain of its clients between South Africa, Hong Kong,
Mainland China and the United Kingdom. Santova will be actively investigating
other opportunities as they come along.
3. ACQUISITION AND PURCHASE CONSIDERATION
Santova has entered into an arm`s length agreement with the sole
shareholder of Mogal International Ltd ("the Vendor") to acquire 100% of
the issued share capital in and claims on shareholder loan accounts against
Mogal International Ltd, with effect from 1 March 2006.
The transaction consideration payable to the vendor upon closing and after
fulfillment of the conditions precedent referred to below is the amount of
4 818 750 Santova shares, to be issued at a 10% discount to the 30 day
volume weighted average price as calculated at close of business on
Tuesday, 13 March 2006, plus cash in the amount of GBP 86 500.
4. CONDITIONS PRECEDENT AND OTHER REGULATORY MATTERS
All the conditions precedent have been complied with.
The company is currently listed on the AltX board of the JSE list and this
transaction is therefore classified as a Category 3 transaction.
5. FINANCIAL EFFECTS
As the above acquisition is of a strategic nature, financial effects of
these transactions have not been calculated as the board is of the opinion
that, on their own, they will not have a significant effect on the
financial position of the Group.
Following the successful completion of the transaction, the articles of
association of Mogal International Ltd will be amended to the extent
required to comply with Schedule 10 of the Listing Requirements of the JSE.
6. WITHDRAWAL OF CAUTIONERY ANNOUNCEMENT
Shareholders are advised that subsequent to this announcement the
cautionary announcement, in relation to trading of securities of the
company, is now withdrawn
Durban
March 14, 2007
Corporate and Designated Advisor
River Group
Date: 14/03/2007 11:01:03 Produced by the JSE SENS Department.
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