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SNV - Santova Logistics Limited - General Meeting
SANTOVA LOGISTICS LIMITED
(Registration Number: 1998/018118/06)
("Santova Logistics" or "the Company")
Share Code: SNV ISIN: ZAE000090650
General Meeting
River Group is authorised to announce that the Board of Directors will call a
general meeting of shareholders to be held at 10H00 on or about Friday, 23
September 2011 at Santova House, 88 Mahatma Gandhi Road, Durban, to consider,
and if deemed fit, pass ordinary and special resolutions relating to the
following corporate actions:
- the proposed specific buy back of shares from a related party and
director, Mr. MF Impson;
- an odd lot and specific offer to minority shareholders;
- the restructuring of Santova Logistics` authorised and issued share
capital by consolidating its authorised and issued share capital on
the basis of 10 to 1 by the consolidation of every 10 shares with a
par value of 0,1 cent each into 1 share with a par value of 1,0 cent
each;
- to convert the share capital of the Company from ordinary par value
shares to ordinary shares of no par value and increase the authorised
share capital;
- to change the name of the Company to Santova Limited; and
- to authorise inter-company loans and financial assistance.
A detailed circular relating to the above is being prepared and will be posted
to shareholders in due course.
The JSE Limited ("JSE") Listings Requirements disclosure regarding the specific
buy back of shares from a related party require the following to be disclosed:
PROPOSED SPECIFIC BUY BACK OF SHARES FROM A RELATED PARTY AND DIRECTOR, MR. MF
IMPSON
The Santova Logistics` Board has agreed to grant Mr. MF Impson, a director of
the Company, subject to shareholder and JSE approval, an irrevocable put option
to sell 36 427 776 ordinary Santova Logistics` shares of 0,1 cent each to
Santova Logistics, at a purchase price of 10 cents per share. This being due to
the fact that Mr. MF Impson has been instrumental in the good performance of the
Company, his retirement at the end of this month and to ensure that he may sell
his shares in large volumes in an orderly manner without having undue influence
on the share price of the Company.
Santova Logistics` existing cash resources will be utilised to satisfy any cash
requirements arising out of the specific buy back. The shares repurchased will
be cancelled and not held in treasury.
The circular to be posted to shareholders will include a statement by the Board
of Directors confirming that the repurchase is fair insofar as the shareholders
are concerned and that the Board of Directors has been so advised by an
independent expert acceptable to the JSE.
FINANCIAL EFFECTS OF THE ABOVE CONTEMPLATED CORPORATE ACTIONS
The table below sets out the pro forma financial effects of the specific buy
back, odd lot and specific offer, share consolidation, and conversion to no par
value shares on the Santova Group, based on Santova Logistics` audited results
for the year ended 28 February 2011. The financial effects are presented for
illustrative purposes only and because of their nature may not give a fair
reflection of the Group`s results, financial position and changes in equity
after the transactions. It has been assumed for purposes of the pro forma
financial effects that the above transactions took place as at 28 February 2011
for the Statement of Financial Position and the Statement of Comprehensive
Income with effect from 1 March 2010. The directors of Santova Logistics are
responsible for the preparation of the financial effects, which have not been
reviewed by the auditors.
FINANCIAL EFFECTS (1) (2) (3) (4) (5) (6)
Basic earnings per share 1.25 0.03 - 11.18 (0.05) 12.41
(cents)
Basic headline earnings 1.07 0.03 - 9.41 (0.05) 10.46
per share
(cents)
Diluted earnings per share 1.23 0.03 - 10.93 (0.05) 12.14
(cents)
Diluted headline earnings 1.04 0.03 - 9.22 (0.05) 10.24
per share
(cents)
Net asset value per share 7.37 (0.07) - 65.23 (0.05) 72.48
(cents)
Net tangible asset value 3.09 (0.18) - 25.73 (0.05) 28.59
per share
(cents)
Number of shares in issue 1 376 (36 (596) (1 205 - 133 910
(000`s) 127 428) 193)
Shares for net asset value 1 403 (36 (596) (1 230 - 136 680
calcula-tion (000`s) 828 428) 124)
Net asset value (R`000) 103 415 (3 643) (60) - (650) 99 062
Net tangible asset value 43 425 (3 643) (60) - (650) 39 072
(R`000)
Notes:
1. This column represents the "before" financial information, which
has been extracted, without adjustment, from the published
audited annual financial statements of Santova Logistics for the
twelve months ended 28 February 2011;
2. This column reflects the effects of the specific buy back of
shares from Mr. MF Impson;
3. This column reflects the effects of the odd lot and specific
offer;
4. This column reflects the effects of the share consolidation and
conversion to no par value shares;
5. This column reflects the effects of the transactions costs of the
proposed corporate actions;
6. This column reflects the pro forma "after" financial information,
including the effects of all the proposed corporate actions;
7. The percentage change column has not been included as the result
would have been incorrectly distorted by the consolidation of
shares; and
8. Certain columns show a zero change as the change is insignificant,
representing a change of more than two decimal places.
The assumptions used above are:
- earnings remain constant, except for where adjustments are shown
above;
- the acquisitions will be funded by cash; and
- no adjustments have been made for interest or taxation effects.
The circular containing details of the above corporate actions will be posted to
shareholders in due course.
Durban
26 August 2011
Corporate and Designate Advisor
River Group
Date: 26/08/2011 10:09:05 Supplied by www.sharenet.co.za
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