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SNV - Santova Logistics Limited - Timetable, price of the odd lot offer and
specific offer, amended financial effects and notice of General Meeting
SANTOVA LOGISTICS LIMITED
(Registration Number: 1998/018118/06)
("Santova Logistics" or "the Company")
Share Code: SNV ISIN: ZAE000090650
TIMETABLE, PRICE OF THE ODD LOT OFFER AND SPECIFIC OFFER, AMENDED FINANCIAL
EFFECTS AND NOTICE OF GENERAL MEETING
With reference to the announcement published on SENS on 26 August 2011.
1. TIMETABLE
The dates and times below relate to the specific buy-back, and odd lot and
specific offer to shareholders. Please refer to note 7 below for information
regarding the dates and times relating to the share consolidation, increase in
authorised share capital, conversion from par value to no par value shares and
change of name of the Company.
Last day to trade in order to be eligible to vote at the general meeting:
Friday, 23 September 2011
Record date in order to be eligible to vote at the general meeting:
Friday, 30 September 2011
Last day for receipt of Forms of Proxy for the general meeting and Forms of
Surrender by the Transfer Secretaries by 10:00:
Tuesday, 4 October 2011
General meeting to be held in the Harbour View Boardroom, Santova House, 88
Mahatma Gandhi Road, Durban at 10:00:
Thursday, 6 October 2011
Results of general meeting announced on SENS:
Thursday, 6 October 2011
Finalisation date, publication of finalisation information on SENS:
Friday, 7 October 2011
Last day to trade for shareholders to be eligible to participate in the odd
lot and specific offer:
Friday, 14 October 2011
Shares trade "ex" the odd lot and specific offer:
Monday, 17 October 2011
Record date - odd lot and specific offer closes:
Friday, 21 October 2011
Pay date - Odd lot and specific offer payment of cash. Accounts at CSDP or
Stockbroker credited and updated:
Monday, 24 October 2011
Notes:
1 The above dates and South African times are subject to change. Any
changes will be released on SENS.
2 The general meeting will be held to consider and, if deemed fit, to pass,
with or without modification, the resolutions necessary to approve and
implement the specific buy-back of the specified number of shares, the odd lot
and specific offers to minority shareholders, the share consolidation, the
conversion to no par value shares, the increase in authorised share capital,
the name change and general authorisation to give inter-company loans and
financial assistance.
3 Shareholders registered as such, who hold their shares in certificated
form (in other words who have not dematerialised their shares) or hold
dematerialised shares in their own name, who are unable to attend the general
meeting but wish to be represented thereat, must complete and return the Form
of Proxy in accordance with the instructions contained therein to the Transfer
Secretaries, to be received by no later than 10:00 on Tuesday, 4 October 2011.
4 Beneficial owners who have dematerialised their shares through a CSDP or
stockbroker, other than those in own name, must provide the CSDP or
stockbroker with their voting instruction in the manner and time stipulated in
the custody agreement governing the relationship between the beneficial owner
and their CSDP or stockbroker. Alternatively, they must request the CSDP or
stockbroker to provide them with a Letter of Representation should they wish
to attend the meeting in person in terms of the custody agreement entered into
between the beneficial owner and the CSDP or stockbroker.
5 Certificated shareholders who did not qualify for the odd lot or specific
offer should note that they will not receive new share certificates in the new
name in consolidated form until the odd lot offer and specific repurchase has
been completed.
6 Share certificates may not be dematerialised or rematerialised between
Monday, 17 October 2011 and Friday, 21 October 2011, both days inclusive.
7 Shareholders are advised that the important dates and times relating to
the share consolidation, increase in authorised share capital, conversion from
par value to no par value shares and change of name of the Company will only
be published on SENS as soon as the relevant confirmations have been obtained
from the CIPC.
8 Shareholders attention is drawn to the fact that odd lot offer
shareholders who do not respond and make an election by Friday, 21 October
2011, WILL have their shares automatically repurchased by the Company and
specific offer shareholders who do not respond by Friday, 21 October 2011,
will NOT have their shares repurchased by the Company.
2. ADJUSTED FINANCIAL EFFECTS
The financial effects below are adjusted to depict Mr MF Impsons` option, the
effects of interest and are extracted from the circular posted to shareholders
today.
The table below sets out the pro forma financial effects of the specific buy
back, the option, 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.
1 2 3 4
Shares for net asset value
calculation (shares `000) 1 403 828 - (36 428) (164)
Actual number of shares
in issue (shares `000) 1 376 127 - (36 428) (164)
Net asset value (R`000) 103 415 (1 036) (2 709) (18)
Net tangible asset value (R`000) 43 425 (1 036) (2 709) (18)
Net asset value per share (cents) 7.37 (0.07) 0.01 -
Net tangible asset value per
share(cents) 3.09 (0.07) (0.12) -
4 5&6 Note 7
Shares for net asset N1/
value calculation N2/
(shares `000) (432) (1 230 124) N3 136 680
N1/
Actual number of shares N2/
in issue (shares `000) (432) (1 205 193) N3 133 910
N1/
N2/
Net asset value (R`000) (45) (668) N5 98 939
N1/
Net tangible asset N2/
value (R`000) (45) (668) N5 38 949
Net asset value per share (cents) - 65.08 72.39
Net tangible asset value per
share (cents) - 25.60 28.50
1 2 3 4
Basic earnings per share (cents) 1.25 (0.08) 0.11 -
Basic headline earnings per
share (cents) 1.07 - 0.02 -
Diluted earnings per share (cents) 1.23 (0.06) 0.11 -
Diluted headline earnings per share
(cents) 1.04 - 0.02 -
Weighted average number of
shares (shares `000) 1 351 944 - (36 428) (164)
Diluted weighted average number
of shares (shares `000) 1 380 493 - (36 428) (164)
Actual number of shares in issue
(shares `000) 1 376 127 - (36 428) (164)
4 5 6 7
Basic earnings per share (cents) - 11.08 (0.05) 12.31
Basic headline earnings per
share (cents) - 9.32 (0.05) 10.36
Diluted earnings per share (cents) - 10.82 (0.05) 12.05
Diluted headline earnings per
share (cents) - 9.13 (0.05) 10.14
Weighted average number of
shares (shares `000) (432) (1 183 428) - 131 492
Diluted weighted average number
of shares (shares `000) (432) (1 209 122) - 134 347
Actual number of shares in
issue (shares `000) (432) (1 205 193) - 133 910
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 put option granted to Mr MF Impson;
3. This column reflects the effects of the specific buy back of shares from Mr
MF Impson;
4. This column reflects the effects of the odd lot and specific offer;
5. This column reflects the effects of the share consolidation and conversion
to no par value shares;
6. This column reflects the effects of the transactions costs of the proposed
corporate actions;
7. 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.
N1 Specific Buy-Back
In terms of an agreement between Santova Logistics Limited and Malcolm
Frederick Impson, Santova Logistics Limited will purchase 36 427 776 shares
from Malcolm Frederick Impson for 10 cents per share, subject to the
provisions stipulated in the agreement. For the purposes of the pro forma
financial information it is assumed that the specific buy-back took place on 1
March 2010.
N2 Odd lot and specific offer.
In terms of the Circular:
- Shares will be bought back at 10 cents per share from shareholders who hold
less than 3 301 ordinary shares.
- Shareholders who hold more than 3 300 shares but less than 10 000 shares
have the option to sell their shares back to the Company. It is assumed for
purposes of these pro forma financial statements, that the shareholders will
elect to sell their shares back to the Company at 10 cents per ordinary share
held.
For the purposes of the pro forma financial information it is assumed that the
specific buy-back took place on 1 March 2010.
N3 Thereafter the ordinary shares of 0.1 cent per share are consolidated at a
rate of 10:1.
N4 After the specific, odd lot and specific offer share buy-backs as described
in N1 and N2 above, and the consolidation of shares described in N3 above, the
remaining ordinary shares with a par value of 1 cent per share are converted
to ordinary shares with no par value and are reclassified to the stated
capital account.
N5 For purposes of the share buy-backs referred to in N1 and N2; the
consolidation of shares referred to in N3; and the conversion from par value
to no par value shares in N4, an estimated R650 000 has been provided for to
account for any transaction costs which may occur as a result of the above
corporate actions. This amount is considered net of tax, since it is not
deductible for tax purposes.
N6 Interest lost as a result of cash outflows relating to the specific buy-
back, odd lot and specific offers and transaction costs. Interest has been
calculated using First National Bank`s Money Market Interest rate of 3.90% per
annum.
N7 Taxation effect of interest as set out in N6.
The assumptions used in the pro forma financial effects are:
- none of the transactions are expected to have a continuing effect on Santova
Logistics;
- earnings remain constant, except for where adjustments are shown above; and
- the acquisitions will be funded by cash.
3. PRICE OF THE ODD LOT OFFER AND SPECIFIC OFFER
The odd lot and specific offer price of 10 cents per share was calculated by
the directors as a fair price of the shares at 31 July 2011 and to this end
the directors have obtained a fairness opinion included in the circular to be
posted to shareholders.
4. POSTING OF THE CIRCULAR TO SHAREHOLDERS
The circular to shareholders and Notice of General Meeting of Santova
Logistics regarding:
* the proposed specific buy-back from a related party, 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;
* a conversion of par value shares to shares of no par value;
* an increase in authorised share capital;
* the change of name of the Company to Santova Limited; and
8 a general approval of inter-company loans and financial assistance
was posted to shareholders today - Wednesday, 07 September 2011.
5. NOTICE OF GENERAL MEETING
The General Meeting of Shareholders of Santova Logistics Limited will be held
in the Harbour View Boardroom, Santova House, 88 Mahatma Gandhi Road, Durban
4001 on Thursday, 6 October 2011 at 10:00.
Durban
7 September 2011
Corporate and Designate Advisor
River Group
Date: 07/09/2011 12:58:06 Supplied by www.sharenet.co.za
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