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SNV - Santova - Acquisition Announcement And Withdrawal Of Cautionary

Release Date: 14/03/2007 11:01
Code(s): SNV
Wrap Text

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 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.

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