SANTOVA LIMITED – Preliminary Audited Results for the year ended 28 February 2019 and Dividend Declaration

2019/05/16 07:05:00
SENS announcement for JSE listed company: SNV
                        

SNV 201905160001A
Preliminary Audited Results for the year ended 28 February 2019 and Dividend Declaration

SANTOVA LIMITED
(‘Santova’ or ‘the Company’)
(Registration Number 1998/018118/06)
Share Code: SNV
ISIN: ZAE000159711

PRELIMINARY AUDITED RESULTS AND DIVIDEND ANNOUNCEMENT
for the year ended 28 February 2019

2019 Santova Preliminary Results Commentary

Highlights

During the 2019 financial year the Group encountered one of the
most challenging trading environments since the global financial
crises of 2007 to 2008. Economic conditions in key regions in
which the Group operates had an impact on trade volumes which in
turn negatively impacted on billings growth and revenue margins.
As a result, the Group experienced a decline in profitability
across key regions which in turn translated into a 14,2% decrease
in the Groups profit for the year from R71,3 million in 2018 to
R61,1 million in 2019. The Group’s strategy of diversification
across geographical regions has historically provided a buffer
against the impact of unforeseen economic conditions in individual
regions, however in the current year the difficult economic
environments experienced across key regions simultaneously was
unprecedented.

Financial Performance

The Group’s basic earnings per share and headline earnings per
share both declined 14,8% during the 2019 financial year from
44,87 cents per share to 38,21 cents and from 44,84 cents per
share to 38,21 cents, respectively.

The primary factor that caused this decline in profitability is
the growth in overhead expenses exceeding the growth in revenue:

* Revenue grew 3,9% from R329,3 million in 2018 to R342,2 million
in 2019 as a result of the 2,4% increase in Group billings and an
improvement in the billing/revenue margin from 8,0% in 2018 to
8,1% in 2019;
* The two acquisitions concluded during the course of the year
contributed to this growth and the improved margins. However,
overall billings were significantly impacted by the 2,2% decline
in billings in South Africa as a result of economic pressure on
trade volumes. South Africa is the Group’s largest regional
contributor to billings as it is required to fund Customs VAT and
Duties on behalf of clients;
* Overhead expenses grew 9,9%, however, excluding the impact of
acquisitions, like for like overhead expenses increased by 3,9%
which is consistent with the average inflationary levels across
the various regions the Group operates in.

Other factors that had an impact on Group results included:

* A 20,5% decline in other income from R14,4 million in 2018 to
R11,4 million in 2019, as a result of lower levels of rebates
received from credit underwriters; and
* The positive impact of the effective tax rate declining from
24,9% in 2018 to 24,2% in 2019, as the Group continues its
international diversification into regions with lower corporate
income tax rates than in South Africa.

Regional Performance

On a regional basis, the key financial highlights include:

* In South Africa, which continues to be the Group’s largest
single regional contributor, the following observations can be
made:

– The ongoing subdued growth, lower consumer spending and lower
levels of business confidence generally, resulted in trade and
shipment volumes declining by on average 12% which in turn saw
billings decline from R2,706 billion in 2018 to R2,647 billion in
2019;
– This was counteracted by a slightly improved billings/revenue
margin which increased from 5,1% in 2018 to 5,3% in 2019, as a
result of the relatively stable Rand over the period and improved
freight ‘buy rates’, with the net result being a very modest
growth in revenue of 1,8% in 2019; and
– The result of the above when combined with a 6,9% inflationary
increase in overhead expenses, is that profit for the year
declined by 15,3%.

* Whilst in the other two key logistics regions of the United
Kingdom and Europe, the opposite effect emerged in like on like
performance. Excluding the impact of the acquisitions, both
regions managed to achieve growth in billings but due to economic
and currency pressures plus regional pricing competition, they
could not maintain margins and as a result all three saw a decline
in revenue; and

* On the positive side, billings in the United Kingdom and the
Netherlands grew by 5,1% and 2,1%, respectively. This was despite
the loss of a significant client in the Netherlands and was
achieved through the take on of a significant number of new
smaller, more diverse customers.

Financial Position

The Group’s overall financial position was primarily impacted by
three factors during the course of the year:

* The acquisition and consolidation of ASM Logistics (S) Pte
Limited and SAI Logistics Limited which resulted in an increase
across most major line items, resulting from the take on of ‘at
acquisition’ balances, the debt and financial liabilities related
to the financing of these transactions;
* The weakening of closing South Africa Rand exchange rate to the
British Pound by 14,3% and to the Euro by 11,0%. Both of which
caused significant currency translation gains and an increase
across most line items; and
* The ongoing profitability of the Group which saw total Capital
and Reserves increase 20,7% to in excess of R500 million for the
first time and the total assets to grow 7,5% to in excess of R1
billion.

Cash Flows

Net cash generated from operations decreased by R47,6 million from
R67,8 million in 2018 to R20,2 million in 2019. This is primarily
due to three factors:

* A R24,4 million outflow as a result of working capital changes
of which R16,1 million is directly attributable to timing
difference on payment of Customs Duties for one client in Santova
Germany who is an importer of exclusive watches;
* A R6,7 million non-cash flow fluctuation on the revaluation of
financial assets and liabilities principally the Group’s Cell
Captive and a profit share on a property, offset by a cash
dividend received from the Cell Captive in the previous financial
year; and
* The 15,1% or R14,3 million decline in profit before tax.

These working capital movements are once again indicative of the
sensitivity of the Group’s Cash Flow Statement to immaterial
movement in its trade receivables, as the numerical formula for
cash flow movements is the difference between opening and closing
year end balances and is therefore:

* Highly sensitive to variations in revenue in the last month of
the financial year; and
* Not reflective of the actual trading conditions experienced
during the course of the year.
Looking Forward

Whilst the outlook for the South African economy for the year
ahead is relatively ‘flat’ to ‘slightly optimistic’, we are
confident that the Group will continue to build on its growth
strategy which is founded on growing organically and through
strategic geographic acquisitions. In so far as the challenges of
2019 is concerned, we are of the opinion that the Group will ‘re-
instate’ its traditional growth curve going forward. However, we
believe it prudent to highlight that whilst confident of the
performance of our offshore offices, South Africa remains both a
concern and a challenge for the year ahead. For the coming year,
our focus will be predominantly concerned with the express
services, the rapid growth of the Intra-Asia economies and
finally, the application of technological automation.

Summarised Consolidated Statement
of Financial Position

as at 28 February 2019

2019 2018
Notes R’000 R’000
ASSETS
Non-current assets 294 780 213 995
Property, plant and equipment 27 638 20 379
Intangible assets 5 253 344 181 411
Financial assets 6 7 574 4 366
Deferred taxation 6 224 7 839
Current assets 742 197 750 381
Trade receivables 607 663 579 376
Other receivables 43 935 62 142
Current tax receivable 735 492
Financial assets 6 63 –
Cash and cash equivalents 89 801 108 371

Total assets 1 036 977 964 376

EQUITY AND LIABILITIES
Capital and reserves 502 257 416 172
Stated capital 220 996 219 514
Treasury shares (3 197) (3 197)
Equity compensation reserve 6 976 6 246
Property revaluation reserve 36 36
Foreign currency translation reserve 14 130 (19 827)
Accumulated profit 263 229 213 344
Attributable to equity holders
of the parent 502 170 416 116
Non-controlling interest 87 56
Non-current liabilities 53 958 22 323
Interest-bearing borrowings 30 379 21 039
Long-term provision 1 158 1 284
Financial liabilities 6 21 982 –
Deferred taxation 439 –
Current liabilities 480 762 525 881
Trade and other payables 187 850 202 320
Current tax payable 3 366 7 246
Current portion of
interest-bearing borrowings 18 561 15 561
Amounts owing to related parties 261 220
Financial liabilities 6 13 200 17 350
Short-term borrowings and overdrafts 245 559 265 097
Short-term provisions 11 965 18 087

Total equity and liabilities 1 036 977 964 376

Summarised Consolidated Statement of Profit
or Loss and other Comprehensive Income

for the year ended 28 February 2019

2019 2018
Notes R’000 R’000
Gross billings 3 4 220 581 4 123 540
Revenue 3 324 130 311 354
Net interest income 3 18 104 17 923
Interest and financing fee income 35 280 39 831
Interest and financing fee expenses (17 176) (21 908)

Revenue and net interest income 3 342 234 329 277
Other income 11 418 14 362
Depreciation and amortisation (4 191) (3 355)
Administrative expenses (263 317) (239 628)

Operating profit 86 144 100 656
Interest received 7 202 279
Finance costs 8 (5 726) (5 998)

Profit before taxation 80 620 94 937
Income tax (19 506) (23 670)

Profit for the year 61 114 71 267
Attributable to:
Equity holders of the parent 61 094 71 252
Non-controlling interests 20 15
Other comprehensive income
Items that may be reclassified
subsequently to profit or loss
Exchange differences arising from
translation of foreign operations 33 975 (3 933)
Net actuarial loss on remeasurement
of post-retirement medical
aid benefit liability (7) –
Gain on revaluation of property – 36
Total comprehensive income 95 082 67 370

Attributable to:
Equity holders of the parent 95 051 67 362
Non-controlling interests 31 8

Basic earnings per share (cents) 4 38,21 44,87
Diluted earnings per share (cents) 4 37,39 43,89
Dividends per share (cents) 7,50 7,00
Summarised Consolidated Statement of Changes in Equity

for the year ended 28 February 2019

Stated Treasury Equity Property Foreign Accumulated Total Non- Total
Capital Shares compen- revalua- currency profit cont- equity
sation tion trans- rolling
reserve reserve lation interest
reserve
R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000

Balances
at 28
February
2017 214 625 (1 631) 5 185 – (15 901) 156 117 358 395 7 172 365 567
Total
profit
and loss – – – – – 71 252 71 252 15 71 267
Other
Compre-
hensive
income – – – 36 (3 926) – (3 890) (8) (3 898)
Share-based
equity reserve
charged to
profit and
loss – – 1 620 – – – 1 620 – 1 620
Treasury
shares
acquired – (1 534) – – – – (1 534) – (1 534)
Shares issued
under share
option
scheme 1 118 – (559) – – – 559 – 559
Shares
acquired
from scrip
dividend – (32) – – – – (32) – (32)
Transfer of
equity
compensation
reserve – – – – – – – – –
Costs to
issue
securities (70) – – – – – (70) – (70)
Dividends
paid to
share-
holders 3 841 – – – – (9 876) (6 035) – (6 035)
Minority
interest
acquired – – – – – (4 149) (4 149) (7 123) (11 272)
Balances
at 28
February
2018 219 514 (3 197) 6 246 36 (19 827) 213 344 416 116 56 416 172
Total
profit
and loss – – – – – 61 094 61 094 20 61 114
Other
compre-
hensive
income – – – – 33 957 (7) 33 950 11 33 961
Share-
based
equity
reserve
charged
to
profit
and loss – – 1 475 – – – 1 475 – 1 475
Shares
issued
under
share
option
scheme 1 490 – (745) – – – 745 – 745
Costs to
issue
securities (8) – – – – – (8) – (8)
Dividends
paid to
shareholders – – – – – (11 202) (11 202) – (11 202)
Balances
at 28
February
2019 220 996 (3 197) 6 976 36 14 130 263 229 502 170 87 502 257

Summarised Consolidated Statement of Cash Flows

for the year ended 28 February 2019

Restated
2019 2018*
R’000 R’000

OPERATING ACTIVITIES
Cash generated from operations 47 755 92 139
Interest received 202 279
Finance costs (5 726) (5 300)
Taxation paid (22 021) (19 358)
Net cash flows from
operating activities 20 210 67 760

INVESTING ACTIVITIES
Plant and equipment acquired (3 637) (4 876)
Intangible assets acquired
and developed (2 092) (3 523)
Proceeds on disposals of plant
and equipment and intangible assets 483 425
Settlement of acquired
contingent purchase consideration (17 380) –
Net cash flows on acquisition
of subsidiary (23 889) –
Net cash flows from
investing activities (46 515) (7 974)

FINANCING ACTIVITIES
Borrowings raised/(repaid) 11 090 (20 744)
Issue of shares for cash 737 489
Purchase of treasury shares – (1 566)
Increase/(decrease) in amounts
owing to related parties 41 (26)
Dividends paid (11 202) (6 036)
Net cash flows on acquisition
of minority interest – (11 271)
Net cash flows from financing
activities 666 (27 883)

Net (decrease)/increase in cash
and cash equivalents (25 639) 20 632
Difference arising on translation 7 069 (4 033)
Cash and cash equivalents at
beginning of year 108 371 91 772
Cash and cash equivalents at
end of year 89 801 108 371

Restatement
* The cash flows from financing activities in the prior period
have been restated to include the R11,271 million cash outflow on
acquisition of a minority interest, which had previously been
incorrectly disclosed in investing activities. This material prior
period error has been corrected in terms of IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors and was
identified during the JSE Proactive Monitoring review of the
Group’s 2018 Annual Financial Statements. The restatement has had
no impact on the net increase in cash and cash equivalents nor on
of any other previously released financial statements or earning
figures.

Consolidated Segmental Analysis

for the year ended 28 February 2019

Logistics Financial Head GROUP
Services Services Office
R’000 R’000 R’000 R’000
BUSINESS SEGMENTS
28 February 2019
Gross billings 4 360 960 9 931 31 614 4 402 505
External 4 211 106 9 125 350 4 220 581
Internal 149 854 806 31 264 181 924
Revenue and net
interest income 333 108 9 931 (805) 342 234
Depreciation and
amortisation (3 730) (71) (390) (4 191)
Operating profit 80 990 4 155 999 86 144
Interest received 383 790 (971) 202
Finance costs (1 115) (3) (4 608) (5 726)
Income tax expense (18 004) (720) (782) (19 506)
Profit for the year 62 254 4 222 (5 362) 61 114
Total assets 940 077 17 595 79 305 1 036 977
Total liabilities 559 594 850 (25 724) 534 720

28 February 2018
Gross billings 4 257 920 9 861 31 735 4 299 516
External 4 114 201 8 906 433 4 123 540
Internal 143 719 955 31 302 175 976
Revenue and net
interest income 320 524 9 861 (1 108) 329 277
Depreciation and
amortisation (2 894) (69) (392) (3 355)
Operating profit 97 183 3 727 (254) 100 656
Interest received 264 946 (931) 279
Finance costs (1 564) – (4 434) (5 998)
Income tax expense (22 392) (935) (343) (23 670)
Profit for the year 73 491 3 738 (5 962) 71 267
Total assets 870 188 15 267 78 921 964 376
Total liabilities 543 362 1 043 3 799 548 204

LOGISTICS SERVICES
Africa Asia United Europe TOTAL
Pacific Kingdom
R’000 R’000 R’000 R’000 R’000
GEOGRAPHICAL
SEGMENTS
28 February
2019
Gross
billings
External 2 509 488 255 344 791 517 654 757 4 211 106
Revenue and
net interest
income 141 445 35 460 82 016 74 187 333 108
Operating
profit 35 741 13 287 12 851 19 111 80 990
Profit for
the year 26 438 11 082 10 201 14 533 62 254
Total assets 533 605 73 437 239 853 93 182 940 077
Total
liabilities 340 677 26 225 135 243 57 449 559 594

28 February
2018
Gross
billings
External 2 573 865 227 627 697 759 614 950 4 114 201
Revenue and
net interest
income 138 937 31 635 76 453 73 499 320 524
Operating
profit 41 586 12 888 16 935 25 774 97 183
Profit for
the year 29 799 10 599 13 668 19 425 73 491
Total assets 564 348 48 041 175 981 81 818 870 188
Total
liabilities 400 514 17 671 71 495 53 682 543 362

Notes to the Summarised Consolidated
Financial Statements
for the year ended 28 February 2019

1.BASIS OF PREPARATION

The audited summarised consolidated financial statements have been
prepared in accordance with the framework concepts and the
recognition and measurement criteria of International Financial
Reporting Standards (IFRS) and the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee and
Financial Reporting Pronouncements as issued by the Financial
Reporting Standards Council, and as a minimum, contains the
information required by IAS 34: Interim Financial Reporting and
comply with the Listing Requirements of the JSE Limited and the
Companies Act of South Africa, 2008.

The full consolidated annual financial statements from which these
summarised consolidated financial statements were derived are
available on request from the Group’s registered office.

These summarised consolidated financial statements and the full
consolidated annual financial statements have been prepared under
the supervision of D C Edley, CA(SA) and were approved by the
board of directors on 15 May 2019.

2.ACCOUNTING POLICIES

The accounting policies applied in the preparation of the full
consolidated financial statements from which the audited
summarised consolidated financial statements were derived are in
terms of IFRS and are consistent with those of the previous full
consolidated financial statements except for the adoption of the
new IFRS 9: Financial Instruments and IFRS 15: Revenue from
Contracts with Customers.

The group adopted IFRS 9: Financial Instruments and IFRS 15:
Revenue from Contracts with Customers with a date of initial
application of 1 March 2018. As a result, the group has changed
its accounting policy for revenue recognition and financial
instruments. The group has elected not to restate comparative
information in terms of the modified retrospective approach and
therefore the comparative information has not been restated and is
reported under the previous standards

2019 2018
R’000 R’000
3.REVENUE

Gross billings 4 220 581 4 123 540
Less: recoverable disbursements (3 878 347) (3 794 263)

Revenue and net interest income 342 234 329 277

Revenue from the provision of
services comprises: 324 130 311 354
Logistics services 314 784 302 601
Insurance commission and
management fees 9 125 8 907
Other revenue 221 (154)

Net interest income from the
provision of credit facilities
comprises: 18 104 17 923
Interest and financing fee income 35 280 39 831
Interest and financing fee expenses (17 176) (21 908)

Revenue and net interest income 342 234 329 277

The implementation of IFRS 15 has not had any material impact on
the amount or timing of revenue recognition. The Group has applied
the modified retrospective approach to the adoption of IFRS 15 and
as a result, there has been no restatement of the comparative
information.

The notes to the full consolidated annual financial statements
provide further detail on nature, amount and timing of revenue.
4.EARNINGS PER SHARE
2019 2018
Basic earnings per share (cents) 38,21 44,87
Headline earnings per share (cents) 38,21 44,84
Diluted earnings per share (cents) 37,39 43,89
Diluted headline earnings per share (cents) 37,38 43,89

Profit on
Reconciliation between basic, ordinary Taxation Minority Net
headline and normalised activities effect interest effect
headline earnings: R’000 R’000 R’000 R’000

February 2019
Profit for the year 80 620 (19 506) (20) 61 094
Adjusted for:
Loss on disposals of plant and equipment (5) 1 – (4)

Headline earnings 80 615 (19 505) (20) 61 090

February 2018
Profit for the year 94 937 (23 670) (15) 71 252
Adjusted for:
Loss on disposals of plant and equipment (72) 37 – (35)

Headline earnings 94 865 (23 633) (15) 71 217

2019 2018
Numbers of shares on which calculations Shares Shares
are based: 000’s 000’s
Shares in issue at end of year 161 361 160 228
Weighted Average Number of
Ordinary Shares (‘WANOS’) at end of year* 159 877 158 814
Diluted WANOS at end of year 163 394 162 334
Reconciliation of WANOS to Diluted WANOS:
Weighted Average Number of
Ordinary Shares (‘WANOS’) at end of year* 159 877 158 814
Effect of unexercised Share Options 3 517 3 520
Diluted WANOS at end of year 163 394 162 334

* The group holds 996 726 (2018: 996 726) treasury shares via a subsidiary which have been excluded
from the Weighted Average Number of Ordinary Shares (‘WANOS’) calculations.

5.INTANGIBLE ASSETS

2019 2018
R’000 R’000
Goodwill Movement
Carrying value at beginning of year 173 449 173 656
Amounts recognised from acquisitions
of subsidiaries 1 52 117 –
Translation gain/(loss) 18 195 (207)
Carrying value at end of year 243 761 173 449
Carrying value of computer software and
indefinite useful life intangible assets 9 583 7 962
Total intangible assets 253 344 181 411

1 Business Combinations
During the financial year, the Group acquired two subsidiaries in order to further expand its global
footprint. The purchase price, net assets acquired and goodwill recognised as a result of these
transactions is set out in the table below:

Net Assets Total Purchase
Acquired Goodwill Consideration
R’000 R’000 R’000
ASM Logistics (S) Pte Limited (Singapore) 3 598 9 981 13 579
SAI Logistics Limited (United Kingdom) 9 917 42 136 52 053
13 515 52 117 65 632
6.FINANCIAL ASSETS/(LIABILITIES)
2019 2018
Level R’000 R’000
Financial assets
Non-current financial assets
Future profit share on
rental agreement 1 2 3 502 1 992
Investment in cell captive 2 2 4 072 2 374
7 574 4 366
Current financial assets
Forward exchange contracts 1 63 –
63 –
Financial liabilities
Non-current financial liabilities
Contingent purchase considerations
on acquisitions 3 3 (35 182) (17 287)
Forward exchange contracts 1 – (63)
Less: current portion included
in current liabilities
Contingent purchase considerations
on acquisitions 3 3 13 200 17 287
Forward exchange contracts 1 – 63
(21 982) –
Current financial liabilities
Current portion of contingent
purchase considerations
on acquisitions 3 (13 200) (17 287)
Forward exchange contracts 1 – (63)
(13 200) (17 350)

6.FAIR VALUE DISCLOSURE FOR
FINANCIAL INSTRUMENTS Continued

Hierarchy for fair value measurement

Fair value determination:

Level 1 – Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within level 1
that are observable for the asset
or liability, either directly or indirectly.
Level 3 – Inputs for the asset or liability that are not based on
observable market data.

There were no transfers between the fair value hierarchy levels
during the year.
1 Santova Logistics (South Africa) entered into a profit-sharing
agreement with the landlord of the Durban premises on inception of
the lease in 2007. This agreement gives Santova Logistics (South
Africa) a specified portion of the actual or deemed profit should
the building be sold or vacated. The inputs used to determine the
fair value of the profit-share are as follows:

Current net market rental (including parking bays) R130 per m2
Capitalisation rate (on an occupied basis) 10,75 %

2 This represents the fair value of the investment by Santova
Logistics (South Africa) in a cell captive administered by
Guardrisk, recognised as a financial asset with changes in fair
value being recognised in profit or loss for the year. The fair
value of the cell captive is determined by the net asset value
that represents fair value.

3 This represents the present value of the remaining contingent
purchase obligations arising from acquisitions during the current
financial period. The fair value of the liabilities has been
calculated as the net present value of the warranty payments,
which management reasonably expect to be achieved, as set out in
the agreements of sale, discounted at the weighted average cost of
capital for the acquired entities. The financial liability can be
reconciled as follows:
2019 2018
R’000 R’000
Financial liability at beginning of year 17 287 15 093
Financial liability raised on acquisition
of ASM Logistics (S) Pte Limited 5 015 –
Financial liability raised on acquisition
of SAI Logistics Limited 28 638 –
Interest on present value calculation 967 697
Foreign exchange loss on translation 323 57
Foreign exchange loss on translation
recognised in Foreign Currency
Translation Reserve 239 –
Fair value loss on financial liability – 1 440
Payments made during the year (17 287) –
Financial liability at end of year 35 182 17 287

6.FAIR VALUE DISCLOSURE FOR
FINANCIAL INSTRUMENTS Continued

The contingent purchase obligations relate to the following
acquisitions that were successfully completed during the previous
financial year:

Acquiring company Target company Discount rate used
Santova International ASM Logistics (S)
Holdings (Pty) Ltd Pte Limited 7,2%
Tradeway Shipping Ltd SAI Logistics
Limited 6,3%

Management have assessed the sensitivity of the level 3 fair value
measurement to changes in unobservable inputs and do not believe
that such reasonably expected changes would materially affect the
fair value.

Management have assessed the degree of classification of the
liabilities within level 3 and are satisfied that the
classification above is appropriate due to the fact that these
liabilities are measured using the same methods and thus do not
have varying degrees of uncertainty or subjectivity.

7.INTEREST RECEIVED
2019 2018
R’000 R’000
Interest received from third parties 202 279
As per Statement of Comprehensive Income 202 279
Interest and financing fee income
in Note 3 (Revenue) 35 280 39 831
Total interest income 35 482 40 110

8.FINANCE COSTS

Financial liabilities (refer note 6) 967 697
Interest-bearing borrowings 4 650 5 246
Other interest paid 109 55
As per Statement of Comprehensive Income 5 726 5 998
Interest and financing fee expenses
included in Note 3 (Revenue) 17 176 21 908
Total interest expense 22 902 27 906

9.EVENTS AFTER THE REPORTING PERIOD

Subsequent to the year end it was announced that, Santova had
concluded an agreement for the acquisition of 100% of the issued
share capital of MLG Maritime Cargo Logistics GmBH (Germany) for
an amount of Û1,919,040 with effect 1st March 2019.The acquisition
is still subject to certain suspensive conditions and is expected
to formally complete by the end of May 2019.
10.APPROVAL OF ANNUAL FINANCIAL STATEMENTS

The annual financial statements were approved by the Board of
directors on 15 May 2019.

11.AUDIT OPINION

These summarised consolidated financial statements for the year
ended 28 February 2019 have been audited by Moore Stephens, who
expressed an unmodified opinion thereon. The auditor also
expressed an unmodified opinion on the full consolidated financial
statements for the year ended 28 February 2019 from which these
summarised consolidated financial statements were derived. A copy
of the auditor’s report on the summarised consolidated financial
statements and the auditor’s report on the full consolidated
financial statements are available for inspection at the company’s
registered office, together with the financial statements
identified in the respective auditor’s reports. Moore Stephens has
not audited future financial performance and expectations
expressed by management included in the commentary in the
summarised consolidated financial statements and accordingly do
not express an opinion thereon. The auditor’s report does not
necessarily report on all of the information contained in the
summarised consolidated financial statements. Shareholders are
therefore advised that in order to obtain a full understanding of
the nature of the auditor’s engagement, they should obtain a copy
of the auditor’s report together with the accompanying financial
information from the issuer’s registered office.

Dividend Declaration

Notice is hereby given that the directors have declared a gross
dividend of 7,50 cents (2018: 7,00 cents) per ordinary share,
payable in cash out of income reserves for the year ended 28
February 2019 to ordinary shareholders.

The dividend has been declared out of income reserves as defined
in the Income Tax Act. Where applicable, the dividend will be
subject to South African dividends withholding tax at a rate of
20% which will result in a net dividend of 6 cents per share
payable to those shareholders who are not exempt from paying
dividends withholding tax.

The number of ordinary shares in issue as at the date of this
declaration is 161,361,045 and the company’s tax reference number
is 9077274844.
The salient dates relating to the payment of the dividend are as
follows:

Declaration Date publication Wednesday, 15 May 2019
Last day to trade cum dividend Tuesday, 25 June 2019
Shares trade ex-entitlement Wednesday, 26 June 2019
Record date for the dividend Friday, 28 June 2019
Payment date for dividend Monday, 1 July 2019

Share certificates may not be dematerialised or rematerialised
between Wednesday, 26 June 2019 and Friday, 28 June 2019, both
dates inclusive.

By order of the Board

J Lupton
Company Secretary
15 May 2019

Corporate Information

SANTOVA LIMITED
Country of incorporation
Republic of South Africa

Registration number
1998/018118/06

Share code
SNV

ISIN
ZAE000159711

NATURE OF BUSINESS
International logistics solutions provider

DIRECTORS
Independent Non-Executive Directors
WA Lombard (Chairman)
ESC Garner
AD Dixon
EM Ngubo

Executive Directors
GH Gerber (Chief Executive Officer)
DC Edley (Group Financial Director)
AL van Zyl

COMPANY SECRETARY
JA Lupton, FCIS
Highway Corporate Services (Pty) Ltd
PO Box 1319, Hillcrest, 3650

JSE SPONSOR
River Group
Unit 2, 211 Kloof Street, Waterkloof, Pretoria 0145

GROUP AUDITOR
Moore Stephens
50 Oxford Road, Parktown, Johannesburg, 2193

SHARE REGISTRAR
Computershare Investor Services (Pty) Ltd
PO Box 61051, Marshalltown, 2107

INVESTOR RELATIONS
Contact Persons
GH Gerber (Chief Executive Officer)
DC Edley (Group Financial Director)

Email Address
investor@santova.com

Contact number
+27 31 521 0160

SANTOVA HEAD OFFICE
AND REGISTERED OFFICE
Physical address
53 Richefond Circle, Umhlanga Ridge, 4319

Postal address
PO Box 6148, Durban, 4000

Registered Office
Santova House, 88 Mahatma Gandhi Road,
Durban, 4000

Contact number
+27 31 374 7000

CORPORATE BANKERS
Nedbank Limited
PO Box 1144, Sandown, 2196

A Specialist Provider of Innovative Global Trade Solutions.

* Santova’s diversification in terms of geographies, currencies,
industries, products and services enables it to manage a global
network of inter-connected activities for multinational
organisations from origin to point-of-consumption.
* This diversification also enables it to hedge against unexpected
‘regional risks’ whilst at the same time allowing it to capitalise
on opportunities that may present themselves globally.

Santova House
88 Mahatma Gandhi Road
Durban, 4001

Tel: +27 31 521 0160
Email: enquiries@santova.com
www.santova.com

15 May 2019
Durban
Corporate Advisor and Sponsor
River Group

Date: 16/05/2019 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
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