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SNV - Santova - POSTING OF THE ANNUAL REPORT; CHANGES TO THE 29 FEB 2008

Release Date: 29/08/2008 13:38
Code(s): SNV
Wrap Text

SNV - Santova - POSTING OF THE ANNUAL REPORT; CHANGES TO THE 29 FEB 2008 ABRIDGED RESULTS RELEASED 4 JUNE 2008; 29 FEB 2008 AUDITED ABRIDGED GROUP RESULTS; AND WITHDRAWAL OF THE CAUTIONARY SANTOVA LOGISTICS LIMITED (Registration Number: 1998/018118/06) ("Santova" or "the Company") Share Code: SNV ISIN: ZAE000090650 APPROVAL AND POSTING DATE OF THE 2008 ANNUAL REPORT; NOTICE OF THE ANNUAL GENERAL MEETING; CHANGES TO THE 29 FEBRUARY 2008 ABRIDGED RESULTS RELEASED 4 JUNE 2008; 29 FEBRUARY 2008 AUDITED ABRIDGED GROUP RESULTS; AND WITHDRAWAL OF THE CAUTIONARY APPROVAL AND POSTING DATE OF THE 2008 ANNUAL REPORT Shareholders are advised that the 2008 Annual Report was approved by the directors on 20 August 2008 and will be posted to shareholders on Saturday 30 August 2008. On the same date the electronic version of the 2008 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 now be held in the boardroom, Santova House, 88 Mahatma Gandhi Road, Durban, 4001 on Tuesday, 23 September 2008 at 12H00, is included in the annual report. CHANGES TO THE 29 FEBRUARY 2008 ABRIDGED RESULTS RELEASED 4 JUNE 2008 The abridged Group results, extracted from the audited 2008 Annual Report, are presented below . These reflect minor editorial changes from the previously published reviewed abridged results. Net asset values and earnings per share figures remain unchanged (see supplementary information included below). 29 FEBRUARY 2008 AUDITED ABRIDGED GROUP RESULTS AUDITED ABRIDGED GROUP RESULTS for the year ended 29 February 2008 (Superceding the reviewed version released on 4 June 2008) GROUP INCOME STATEMENT Restated 12 months to 14 months to
29 February 28 February 2008 2007 R`000 R`000 Turnover 108 243 77 395 Gross billings 1 956 021 1 451 862 Cost of billings 1 847 778 1 374 467 Other income 3 954 792 Administrative expenses 88 502 61 496 Operating income 2 3 695 16 691 Depreciation and amortisation 2 563 1 638 Interest received 4 454 3 077 Finance costs 17 550 13 876 Profit before taxation 8 036 4 254 Income tax expense 1 965 1 649 Profit for the year/period 6 071 2 605 Attributable to: Equity holders of the parent 6 026 2 625 Minority interests 45 (20) Basic earnings per share (cents) 0,45 0,24 Diluted earnings per share (cents) 0,45 0,24 SUPPLEMENTARY INFORMATION Reconciliation between earnings and headline earnings Profit attributable to equity holders of the parent 6 026 2 625 Profit on disposals of plant and equipment (14) (157) Taxation effects 4 45 Headline earnings 6 016 2 513 Shares in issue (000`s) 1 366 788 1 122 682 Subscriptions awaiting allotment (000`s) 8 569 222 855 Held by share trust - total (000`s) 91 335 63 306 Sold to trust participants - ceded to trust (000`s) 45 968 52 551 Held by share trust - unsold (000`s) 45 367 10 755 Weighted average number of shares (000`s) 1 335 522 1 091 394 Diluted number of shares (000`s) 1 335 522 1 091 394 Shares for net asset value calculation (000`s) 1 329 990 1 334 783 Performance per ordinary share Basic headline earnings per share (cents) 0,45 0,23 Diluted headline earnings per share (cents) 0,45 0,23 Net asset value per share (cents) 5,82 5,34 Tangible net asset value per share (cents) 3,64 3,20 CONDENSED GROUP CASH FLOW STATEMENT Restated 12 months to 14 months to
29 February 28 February 2008 2007 R`000 R`000 Cash generated by operations before working capital changes 23 570 1 6 417 Changes in working capital 8 174 (14 687) Cash generated from operations 31 744 1 730 Interest received 4 454 3 077 Finance costs (17 550) (13 876) Taxation paid (1 824) (1 207) Net cash flows from operating activities 16 824 (10 276) Net cash flows from investing activities (3 511) (1 851) Cash inflows on acquisition of subsidiaries 1 001 10 110 Net cash flows from financing activities (16 407) (10 087) Net decrease in cash and cash equivalents (2 093) (12 104) Effects of exchange rate changes on cash and cash equivalents 30 (73) Cash and cash equivalents at beginning of the year/period 7 973 20 150 Cash and cash equivalents at the end of the year/period 5 910 7 973 GROUP BALANCE SHEET Restated 29 February 28 February
2008 2007 R`000 R`000 ASSETS Non-current assets 43 502 41 836 Plant and equipment 9 498 8 770 Intangible assets 29 029 28 612 Deferred taxation 4 975 4 454 Current assets 286 789 290 011 Trade receivables 263 110 273 673 Other receivables 13 855 4 464 Amounts owing from related parties 3 871 3 901 Financial asset 43 - Cash and cash equivalents 5 910 7 973 Total assets 330 291 331 847 EQUITY AND LIABILITIES Capital and reserves 77 438 71 322 Share capital and premium 156 401 156 395 Foreign currency translation reserve 41 (3) Accumulated loss (79 043) (85 070) Attributable to equity holders of the parent 77 399 71 322 Minority interest 39 - Non-current liabilities 2 658 3 276 Interest-bearing borrowings 446 1 021 Long-term provision 2 212 2 255 Current liabilities 250 195 257 249 Trade and other payables 112 480 104 939 Current tax payable 940 278 Amounts owing to related parties 120 - Current portion of interest bearing borrowings 772 791 Financial liability - 25 Short-term borrowings and overdraft 133 330 148 096 Short-term provisions 2 553 3 120 Total equity and liabilities 330 291 331 847 GROUP STATEMENTS OF CHANGES IN EQUITY Attributable to equity holders of the parent Share Share Treasury
capital premium share capital R`000 R`000 R`000 Balances at 31 December 2005 as previously reported 900 110 161 (51) Effect of prior years` restatements: IAS 36/37 impairments and provisions - - - Related deferred taxation - - - Employee share scheme changes - (16) 39 Restated balances at 31 December 2005 900 110 145 (12) Net profit for the period as restated - - - Net profit as previously reported - - - Re-assessment of plant and equipment under IAS16 and IFRS3 - - - Providing for subsidiary at acquisition tax liability - - - IAS 36/37 impairments and provisions - - - Related deferred taxation - - - Employee share scheme as previously reported - 55 - Re-assessment of shares offered under IFRS 2 - (55) - Change in accounting for the employee share scheme - - - Related deferred taxation - - - Share capital movements for period as restated 223 23 015 1 Issue of shares as previously reported 223 41 915 - Reclassification of vendor liability to equity - - - Re-assessment of purchase price of subsidiaries - (18 900) - Treasury shares as previously reported - - (13) Restatement of treasury shares - - 14 Foreign currency translation adjustment - - - Minority interest acquired - - - Minority interest allocated against the parent - - - Restated balances at 28 February 2007 1 123 133 160 (11) Net profit for the year - - - Minority interest adjustment - - - Reversal of minority interest allocated against the parent - - - Issue of share capital 244 25 125 (25) Foreign currency translation adjustment - - - Shares repurchased - - (9) Balances at 29 February 2008 1 367 158 285 (45) Foreign Subscriptions currency
Treasury awaiting translation share premium allotment reserve R`000 R`000 R`000 Balances at 31 December 2005 as previously reported (3 319) - - Effect of prior years` restatements: IAS 36/37 impairments and provisions - - - Related deferred taxation - - - Employee share scheme changes 2 515 - - Restated balances at 31 December 2005 (804) - - Net profit for the period as restated - - - Net profit as previously reported - - - Re-assessment of plant and equipment under IAS16 and IFRS3 - - - Providing for subsidiary at acquisition tax liability - - - IAS 36/37 impairments and provisions - - - Related deferred taxation - - - Employee share scheme as previously reported - - - Re-assessment of shares offered under IFRS 2 - - - Change in accounting for the employee share scheme - - - Related deferred taxation - - - Share capital movements for period as restated (1) 22 928 - Issue of shares as previously reported - - - Reclassification of vendor liability to equity - 41 828 - Re-assessment of purchase price of subsidiaries - (18 900) - Treasury shares as previously reported (830) - - Restatement of treasury shares 829 - - Foreign currency translation adjustment - - (3) Minority interest acquired - - - Minority interest allocated against the parent - - - Restated balances at 28 February 2007 (805) 22 928 (3) Net profit for the year - - - Minority interest adjustment - - - Reversal of minority interest allocated against the parent - - - Issue of share capital (2 974) (21 643) - Foreign currency translation adjustment - - 44 Shares repurchased (712) - - Balances at 29 February 2008 (4 491) 1 285 41 Accumulated
loss Total R`000 R`000 Balances at 31 December 2005 as previously reported (76 652) 31 039 Effect of prior years` restatements: IAS 36/37 impairments and provisions (13 084) (13 084) Related deferred taxation 2 026 2 026 Employee share scheme changes 16 2 554 Restated balances at 31 December 2005 (87 694) 22 535 Net profit for the period as restated 2 625 2 625 Net profit as previously reported 4 073 4 073 Re-assessment of plant and equipment under IAS16 and IFRS3 71 71 Providing for subsidiary at acquisition tax liability 427 427 IAS 36/37 impairments and provisions (2 159) (2 159) Related deferred taxation 227 227 Employee share scheme as previously reported - 55 Re-assessment of shares offered under IFRS 2 55 - Change in accounting for the employee share scheme (96) (96) Related deferred taxation 27 27 Share capital movements for period as restated - 46 166 Issue of shares as previously reported - 42 138 Reclassification of vendor liability to equity - 41 828 Re-assessment of purchase price of subsidiaries - (37 800) Treasury shares as previously reported - (843) Restatement of treasury shares - 843 Foreign currency translation adjustment - (3) Minority interest acquired - - Minority interest allocated against the parent (1) (1) Restated balances at 28 February 2007 (85 070) 71 322 Net profit for t he year 6 026 6 026 Minority interest adjustment - - Reversal of minority interest allocated against the parent 1 1 Issue of share capital - 727 Foreign currency translation adjustment - 44 Shares repurchased - (721) Balances at 29 February 2008 (79 043) 77 399 Restated Minority Total
interest equity R`000 R`000 Balances at 31 December 2005 as previously reported - 31 039 Effect of prior years` restatements: IAS 36/37 impairments and provisions - (13 084) Related deferred taxation - 2 026 Employee share scheme changes - 2 554 Restated balances at 31 December 2005 - 22 535 Net profit for the period as restated (20) 2 605 Net profit as previously reported (20) 4 053 Re-assessment of plant and equipment under IAS16 and IFRS3 - 71 Providing for subsidiary at acquisition tax liability - 427 IAS 36/37 impairments and provisions - (2 159) Related deferred taxation - 227 Employee share scheme as previously reported - 55 Re-assessment of shares offered under IFRS 2 - - Change in accounting for the employee share scheme - (96) Related deferred taxation - 27 Share capital movements for period as restated - 46 166 Issue of shares as previously reported - 42 138 Reclassification of vendor liability to equity - 41 828 Re-assessment of purchase price of subsidiaries - (37 800) Treasury shares as previously reported - (843) Restatement of treasury shares - 843 Foreign currency translation adjustment - (3) Minority interest acquired 19 19 Minority interest allocated against the parent 1 - Restated balances at 28 February 2007 - 71 322 Net profit for t he year 45 6 071 Minority interest adjustment (5) (5) Reversal of minority interest allocated against the parent (1) - Issue of share capital - 727 Foreign currency translation adjustment - 44 Shares repurchased - (721) Balances at 29 February 2008 39 77 438 CONDENSED GROUP SEGMENTAL ANALYSIS Southern United Africa Far East Kingdom Group
R`000 R`000 R`000 R`000 2008 - GEOGRAPHICAL SEGMENT Turnover (external) 101 091 2 389 4 763 108 243 Net profit/(loss) before interest and tax 21 267 1 184 (1 319) 21 132 Net finance cost (12 987) (44) (65) (13 096) Income tax (expense)/credit (2 206) (213) 454 (1 965) Net profit/(loss) 6 074 927 (930) 6 071 Total assets 319 243 3 625 7 423 330 291 Total liabilities 244 406 2 720 5 727 252 853 Depreciation and amortization 2 488 13 62 2 563 Capital expenditure 3 268 3 410 3 681 2007 - RESTATED GEOGRAPHICAL SEGMENT Turnover (external) 77 052 343 - 77 395 Net profit/(loss) before interest and tax 15 118 (65) - 15 053 Net finance costs (10 799) - - (10 799) Income tax (expense)/credit (1 649) - - (1 649) Net profit/(loss) 2 6 70 (65) - 2 605 Total assets 330 424 1 423 - 331 847 Total liabilities 259 029 1 496 - 260 525 Depreciation and amortisation 1 636 2 - 1 638 Capital expenditure 2 763 35 - 2 798 Freight forwarding and clearing Insurance Group R`000 R`000 R`000 2008 - BUSINESS SEGMENT Net profit 5 530 541 6 071 Total assets 326 098 4 193 330 291 Total liabilities 251 775 1 078 252 853 2007 - RESTATED BUSINESS SEGMENT Net profit/(loss) 2 616 (11) 2 605 Total assets 331 271 576 331 847 Total liabilities 260 082 443 260 525 CONDENSED PRIOR PERIOD ADJUSTMENTS NOTE As previously Employee IAS 36/37 reported share Impairments 28 February scheme and 2007 changes provisions
R`000 R`000 R`000 Balance sheet effects Plant and equipment 8 407 - - Intangible assets 66 136 - - Loans receivable 504 - - Deferred taxation 2 315 27 2 322 Trade receivables 279 085 - (5 314) Other receivables 7 505 (96) (3 043) Amounts owing from related parties - 3 397 - Cash and cash equivalents 9 438 - (1 465) Share capital and premium 149 041 3 326 - Accumulated loss prior years (76 653) 16 (11 058) Profit for the period 4 073 (14) (1 863) Amounts owing to related parties 41 828 - - Trade and other payables 99 518 - 5 421 Income statement effects Administrative expenses 59 399 (62) 2 159 Depreciation and amortisation 1 709 - - Interest received 3 180 (103) - Income tax expense 2 330 (27) (296) IFRS 3 and Restated IAS 16 Reclass - 28 February changes ification 2007
R`000 R`000 R`000 Balance sheet effects Plant and equipment 725 (362) 8 770 Intangible assets (37 886) 362 28 612 Loans receivable - (504) - Deferred taxation (210) - 4 454 Trade receivables - (98) 273 673 Other receivables - 98 4 464 Amounts owing from related parties - 504 3 901 Cash and cash equivalents - - 7 973 Share capital and premium 4 028 - 156 395 Accumulated loss prior years - - (87 695) Profit for the period 429 - 2 625 Amounts owing to related parties (41 828) - - Trade and other payables - - 104 939 Income statement effects Administrative expenses - - 61 496 Depreciation and amortisation (71) - 1 638 Interest received - - 3 077 Income tax expense (358) - 1 649 COMMENTARY Group profile Santova Logistics Limited and its subsidiary companies "Santova"/"Group", operating out of South Africa, the United Kingdom, Hong Kong and China, provide integrated "end-to-end" logistics solutions for importers/ exporters and consumers. Changes in the Group The Group acquired Mogal International Limited "Mogal", which operates out of the United Kingdom, with effect from 13 March 2007. The purchase consideration of R1 984 174 comprises R654 272 worth of goodwill and net assets acquired to the value of R1 329 902 made up of plant and equipment; accounts receivable; other current assets; cash and cash equivalents; and trade and other payables. The contribution of the Mogal operation to the Group`s results and net assets is reflected in the segmental report which forms part of these abridged results. Following the acquisition of Impson Logistics (Pty) Ltd "Impson" during the previous financial year, significant progress has been made in rationalising the South African branch network and standardising operating procedures and accounting policies. As part of the rationalisation, the Group has appointed a single audit firm to all Group operations, except for the newly acquired Mogal. Financial reporting and accounting policy changes These abridged Group results reflect certain changes to the previously reported financial information of the Group for the 14 month period to 28 February 2007 and the interim information for the six months to 31 August 2007. These changes arise in the main from an assessment undertaken by the directors of the application of existing and revised accounting standards in the following areas (the values are reflected in the "condensed prior period adjustments note" in the same order as listed below): 1. changing the basis of accounting for the employee share purchase scheme; 2. implementing consistent provisioning and impairment policies across the Group; 3. re-assessing the fair values of the businesses of the recently acquired subsidiary companies, as well as the valuation placed on the Santova shares issued and issuable to the vendors of those businesses; and 4. making disclosure changes to achieve compliance with new and revised International Financial Reporting Standards. The above are discussed further in note 28 of the annual financial statements contained within the 2008 annual report. The rationalisation of the Santova operations highlighted the need to standardise the processes for providing for possible impairments and also crystallised a significant core of long overdue amounts in the accounts receivable balances of the old "Spectrum" businesses. The standardisation of accounting policies across Santova has resulted in increased provisions to reflect possible impairments in accounts receivable. Where appropriate, the results and balances in prior periods have been restated. Basis of preparation Except for the differences highlighted above, the accounting policies are consistent with those applied in the financial statements for the 14 months ended 28 February 2007. The financial information has been prepared using accounting policies that comply with International Financial Reporting Standards. The Group has adopted IFRS 7 Financial Instruments: Disclosures. This is a disclosure standard which has no impact on profit, loss or equity for the year. These abridged Group results comply with International Accounting Standard 34 - Interim Financial Reporting, as well as with Schedule 4 of the South African Companies Act, 1973, and the disclosure requirements of the JSE Listings Requirements. Overview of 2008 performance The Group`s performance as reflected in these abridged results, which includes the cost of the Durban and Head Office move in early March 2007, shows that good progress is being made in achieving the strategic growth objectives of the Group. Net asset value has increased from 5,34 cents per share to 5,82 cents, an 8,9% increase; whilst the tangible net asset value has moved from 3,20 cents per share to 3,64 cents, a 13,7% increase. The condensed Group cash flow statement reflects borrowings repaid of R16,4 million (2007: R10,1 million) despite the increased trade undertaken by the Group. During the year, further shares were issued as follows: - 4 818 750 shares to the vendors of Mogal on 13 March 2007; - 210 000 000 shares to the vendors of Impson on 18 June 2007; - 4 286 490 shares to the vendors of Leading Edge Insurance Brokers (Pty) Ltd on 18 June 2007; and - 25 000 000 shares to the Share Trust on 30 September 2007. Outlook for 2008/9 We move forward in the year ahead determined to optimise costs and service levels even further, and to ensure that the Group structure is running optimally for the new business that is to be introduced. AUDITED BY INDEPENDENT AUDITORS The Company`s independent auditors, Deloitte & Touche, have issued unmodified opinions on the 2008 Company and Group annual financial statements and on these abridged Group results. These reports are available for inspection at the Company`s registered office during office hours. OTHER MATTERS The 2008 Annual Report, which was approved on 20 August 2008, will be issued on 30 August 2008. DIVIDENDS In line with the Company`s policy, no dividend has been declared for the year. For and on behalf of the board, GH Gerber SJ Chisholm Chief Executive Officer Group Financial Director 28 August 2008 REGISTERED OFFICE AND POSTAL ADDRESS Santova House, 88 Mahatma Gandhi Road, Durban, 4001; PO Box 6148, Durban, 4000 TRANSFER SECRETARIES Computershare Investor Services (Pty) Ltd 70 Marshall Street, Marshalltown, 2107 DESIGNATED ADVISOR River Group AUDITORS Deloitte & Touche EXECUTIVE DIRECTORS GH Gerber (CEO), SJ Chisholm (GFD), S Donner, MF Impson, GM Knight, TR Mezher INDEPENDENT NON-EXECUTIVE DIRECTORS ESC Garner (Chairman), WA Lombard, M Tembe COMPANY SECRETARY JA Lupton, ACIS WITHDRAWAL OF THE CAUTIONARY Shareholders are referred to the cautionary announcement dated 24 July 2008 and are advised that, as the contents referred to therein have ceased to have any relevance or effect on the Company, caution is on longer required to be exercised by shareholders when dealing in its securities. Durban 28 August 2008 Designated Adviser River Group Date: 29/08/2008 13:38:01 Supplied by www.sharenet.co.za 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.

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