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SANTOVA LIMITED - Preliminary Audited Results for the year ended 28 February 2015

Release Date: 14/05/2015 15:45
Code(s): SNV     PDF:  
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Preliminary Audited Results for the year ended 28 February 2015

SANTOVA LIMITED
Registration number 1998/018118/06
Share code SNV
ISIN ZAE000159711

Preliminary Audited Results 
for the year ended 28 February 2015

HIGHLIGHTS

INCREASE IN
PROFIT BEFORE TAX
28,4%

INCREASE IN
BASIC EARNINGS PER SHARE
25,9%

INCREASE IN
NET ASSET VALUE PER SHARE
16,0%

INCREASE IN
ORDINARY DIVIDEND
30,8%

INCREASE IN
OPERATING PROFIT
19,1%

Profit before taxation (R'000)

29 756 - 2012
33 470 - 2013
40 014 - 2014
51 386 - 2015

Basic earnings per share (cents)

15,82 - 2012
18,09 - 2013
22,42 - 2014
28,23 - 2015

Net asset value per share (cents)

92,1 - 2012
108,4 - 2013
145,5 - 2014
168,8 - 2015

Dividend per share (cents)

2,50 - 2013
3,25 - 2014
4,25 - 2015

Operating profit (R'000)

39 226 - 2012
40 810 - 2013
51 771 - 2014
61 681 - 2015

                                                                                      %
                                                            2015      2014     movement   
Basic earnings per share                       (cents)     28,23     22,42         25,9   
Headline earnings per share                    (cents)     31,00     24,77         25,2   
Net asset value per share                      (cents)     168,8     145,5         16,0   
Tangible net asset value per share             (cents)      79,2      54,7         44,8   
Capital and reserves                           (R'000)   230 289   198 510         16,0   
Revenue                                        (R'000)   237 033   214 357         10,6   
Operating profit                               (R'000)    61 681    51 771         19,1   
Profit before tax                              (R'000)    51 386    40 014         28,4   
Profit for the year                            (R'000)    39 220    30 786         27,4   
Ordinary dividend                    (cents per share)      4,25      3,25         30,8   

COMMENTARY

The 2015 financial period was a successful year for Santova with higher earnings growth and a sound return
on equity. Whilst globally, first world economies were striving to gain the momentum lost during the global
financial crisis and the emerging economies were not as buoyant as they have been in the past, the Santova
Group has yet again managed to produce consistent growth in financial results. In the context of these world
economies, our strategic global presence and diversification in terms of geographies, currencies, industries,
products and services has again served us well.

Group consolidated revenue at R237,0 million and net income at R39,2 million for the year represented an
improvement of 10,6% and 27,4% respectively over the prior year. This result translates into an encouraging
increase in headline earnings per share to 31,00 cents per share, which is 25,2% up on the 2014 figure of
24,77 cents.

OPERATIONAL PERFORMANCE
South Africa
In the context of a 'soft' South African economy, our logistics operations in South Africa have managed to
retain their strong hold in the domestic market. Whilst the industry has contracted in many quarters, we have
been able to grow our revenue to R136,3 million, 5,3% up on the previous year's figure of R129,4 million. What
is more important, however, is that despite the intense continued pressure from under-pricing by competitors,
reduced trade volumes and a weakening rand, we have managed to retain an operating margin of 22,8%,
which is not significantly down from 24,2% last year.

The fact that Santova is not a traditional clearing and forwarding business but rather a supply chain integrator
delivering sophisticated logistics management solutions, places it in a very favourable position in challenging
economic times. Our specialised software packages constitute the central nervous system of our clients' supply
chains and are unique in that they are unlocking 'real time' supply chain data for effective decision making.
Our Financial Services business in South Africa held its own during the course of 2015, a year which proved to
be a difficult one, not only for consumers, but also for most domestic based short-term insurers. The business
reported growth in profit for the year to R3,5 million, being 6,1% above that of the previous year.

United Kingdom
Our operations in the United Kingdom have encountered a challenging year, characterised mainly by the
loss of a few senior clients, competitor price-cutting and slow progress on the acquisition of new clients. This
has had the effect of the earnings of the UK Group of R5,8 million being 25,3% down on last years' profit of
R7,8 million. Whilst the revenue line has been maintained, operating margin has been reduced by 8,6%,
reflecting the additional costs incurred as a result of the increased investment made in these businesses.

Netherlands
Our continued investment in the Netherlands has resulted in the establishment of a highly successful business.
Revenue is significantly up 37,9% from R26,5 million to R36,5 million, predominantly as a result of an effective
strategy of acquiring new clients. Earnings of R8,5 million are also significantly up 177,0% on the previous years'
figure of R3,1 million.

Whilst the European economy is delicate and difficult to predict, it represents a great opportunity to our
Group. Our plans to roll-out and leverage off our technology and sophisticated software packages in this
region in the near future will ensure that we derive quality diversified revenue streams as a result.

Australia
In 2015 it was indeed encouraging to witness a significant turnaround in this business which was under pressure
to resume year-on-year earnings growth not seen in the past few years. The Australian operations profit for the
year increased 257,1% to R2,8 million (2014: R0,8 million) which was achieved through the investment in further
'front-end' capabilities resulting in strong new client growth, which has established a niche for the region within
the local pharmaceutical industry.

Asia
Our office in Hong Kong and network of representative offices throughout China are a long established and
mature business operation, which continues to play a pivotal role in the facilitation, control and management
of value-added services for all our regions, adding efficiencies and cost savings for our clients and associates.
The result being this region continues to be a meaningful contributor to the Group's profitability, producing a
net profit of R2,0 million in 2015, slightly below the R2,1 million recorded in 2014.

Germany
Our operations in Europe have been further strengthened by the acquisition of Masterfreight Internationale
Spedition GmbH ("Masterfreight") in Frankfurt, and the subsequent opening of an additional office in
Hamburg. These businesses will provide a strategic 'foothold' in this region and will allow us to leverage off our
current client base, as worldwide we have many clients who trade with Germany and international associates
who also move goods on this trade route.

FINANCIAL PERFORMANCE
Group earnings
The Group delivered a credible 28,4% increase in profit before tax to R51,4 million in 2015 (2014: R40,0 million),
which translated into a 25,9% increase in basic earnings per share attributable to ordinary shareholders to
28,23 cents (2014: 22,42 cents).

This result was achieved due to a 7,5% increase in billings to R3 462,8 million in 2015 (2014: R 3 221,5 million),
whilst protecting and slightly improving the revenue to billing margin to 6,8% in 2015 (2014: 6,7%). The effect
of this was a leveraging upwards in revenue of 10,6% to R237,0 million in 2015 from R214,4 million in 2014.
This increase in revenue was then further enhanced by two factors which lead to the 28,4% increase in profit
before taxation:
-  The Group improving its operational efficiencies with an increase in operating margin to 26,0% from 24,2%.
   This is primarily due to cost increases in South Africa being contained to inflationary levels, but slightly
   offset by above average increases in the foreign operations due to the translation impact of the weakening
   rand; and
-  An increase in interest income of 90,5% to R8,7 million in 2015 (2014: R4,6 million) as a result of an increase
   in the prime lending rate and the Group enforcing the levying of interest at market related rates on facilities
   granted to customers.

The Group's effective tax rate increased slightly to 23,7% in 2015 (2014: 23,1%) due to the increased contributions
from Netherlands and Australia where the corporate income tax rates are 25% and 30% respectively.

Financial position
The structure of the Groups asset base remained consistent with the prior period with very little change taking
place.

Total trade and other receivables increased by a net 5,9% to R547,9 million in 2015 (2014: R517,4 million) due to:
-  The 7,5% increase in billings detailed earlier in this report; and
-  This was offset by an improvement in debtor's days from 54,5 days to 52,2 days in 2015.

Total intangible assets decreased slightly to R122,3 million in 2015 (2014: R123,9 million) due to a combination
of a number of factors:
-  A R4,1 million increase in goodwill related to the acquisition of Masterfreight in December 2014, offset by
   the R3,9 million impairment of W.M. Shipping Limited as detailed in the Group's interim results; and
-  A 1,3% strengthening in the closing Rand to British Pound exchange rate which caused a R2,0 million
   exchange translation loss on goodwill in the current period.

There were two material structural changes within the Group's liability structure during the current financial
period:
-  A 21,0% decrease in trade and other payables versus the closing balance as at February 2014; and
-  A corresponding 34,8% increase in short-term borrowings.

These changes are directly associated and attributable to a restructuring and change of payment date of the
Group's deferment facilities in South Africa which took place in August 2014. The restructuring was a decision
taken by the Group to facilitate the claiming of VAT by clients following a legislative change and to improve the
Group's liquidity. The restructure had no overall effect on borrowing costs and the average borrowing balances
remained consistent throughout each month.

Cash flows and funding
The increase in profitability in the current period has resulted in strong cash flows from operating activities
being generated by the Group. In 2015, R28,6 million in net cash was generated from operations versus
R23,7 million in 2014.

This cash generated from operations was primarily invested as follows:
-  R3,4 million primarily in the acquisition of Masterfreight, Germany;
-  R9,3 million in the repayment of long-term interest-bearing borrowings; and
-  R4,4 million in the payment of the Group's second annual dividend.

The balance of cash generated from operations was retained within the business and is evidenced by the
Group's overall cash holdings increasing 21,8% from R36,8 million in 2014 to R44,9 million in the current period
82,9% of this cash is held by the offshore subsidiaries; evidence of their ability to produce positive cash flows as
they do not have the same statutorily imposed funding of clients as in the South African region.

THE FUTURE
As companies continue seeking worldwide sourcing and distributing of products in multiple markets, they will
require extensive sophisticated operational and logistics solutions across geographies. In these circumstances,
we are well placed to leverage off a borderless and integrated world economy which is driven by globalisation
and technological advancements. Through being extremely client-centric in our approach, we are able to
capitalise on our international offices, systems and processes by integrating and managing activities into key
supply chain processes rather than simply managing individual functions. This capability or offering is beyond
that of the traditional Customs Clearing and Forwarding business model which most importers and exporters
are accustomed to.

For and on behalf of the Board

ESC Garner                                                                                    GH Gerber
Chairman                                                                        Chief Executive Officer

14 May 2015

SUMMARISED CONSOLIDATED
STATEMENT OF FINANCIAL POSITION as at 28 February 2015

                                                                              Consolidated    Consolidated
                                                                                      2015            2014
                                                                        Notes        R'000           R'000
ASSETS
Non-current assets                                                                 140 652         141 418
Plant and equipment                                                                  7 933           8 940
Intangible assets                                                           3      122 264         123 927
Financial assets                                                                     3 235           3 175
Deferred taxation                                                                    7 220           5 376
Current assets                                                                     592 834         555 123
Trade receivables                                                                  495 162         480 738
Other receivables                                                                   52 738          36 627
Current tax receivable                                                                  45             915
Cash and cash equivalents                                                           44 889          36 843
Total assets                                                                       733 486         696 541

EQUITY AND LIABILITIES
Capital and reserves                                                               230 289         198 510
Stated capital                                                                     145 192         145 192
Equity compensation reserve                                                          1 703             565
Foreign currency translation reserve                                                20 445          24 320
Accumulated profit/(loss)                                                           59 090          25 000
Attributable to equity holders of the parent                                       226 430         195 077
Non-controlling interests                                                            3 859           3 433
Non-current liabilities                                                             20 500          30 080
Interest-bearing borrowings                                                         18 800          27 967
Long-term provision                                                                  1 700           1 777
Financial liabilities                                                       5            –             336
Current liabilities                                                                482 697         467 951
Trade and other payables                                                           173 826         220 750
Current tax payable                                                                  2 710           4 180
Current portion of interest-bearing borrowings                                       8 088           7 947
Amounts owing to related parties                                                       216             204
Financial liabilities                                                       5        1 447           9 709
Short-term borrowings                                                              280 838         208 321
Short-term provisions                                                               15 572          16 840

Total equity and liabilities                                                       733 486         696 541

SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME for the year ended 28 February 2015

                                                                              Consolidated    Consolidated
                                                                                      2015            2014
                                                                        Notes        R'000           R'000
Gross billings                                                                   3 462 792       3 221 519
Revenue                                                                            237 033         214 357
Other income                                                                        16 758          15 118
Depreciation and amortisation                                                      (3 311)         (3 476)
Administrative expenses                                                          (188 799)       (174 228)
Operating profit                                                                    61 681          51 771
Interest received                                                                    8 686           4 559
Finance costs                                                                     (18 981)        (16 316)
Profit before taxation                                                              51 386          40 014
Income tax expense                                                                (12 166)         (9 228)
Profit for the year                                                                 39 220          30 786
Attributable to:
Equity holders of the parent                                                        38 525          30 587
Non-controlling interests                                                              695             199
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
– Exchange differences arising from translation of foreign operations              (4 144)          22 743
Total comprehensive income                                                          35 076          53 529
Attributable to:
Equity holders of the parent                                                        34 650          53 122
Non-controlling interests                                                              426             407

Basic earnings per share                                      (cents)       2        28,23           22,42
Diluted basic earnings per share                              (cents)       2        27,73           22,12
Dividends per share                                           (cents)                 4,25            3,25

SUMMARISED CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY for the year ended 28 February 2015

                               Attributable to equity holders of the parent
                                                  Foreign
                                      Equity     currency         Accu                        Non-
                                        com-       trans-      mulated                        con-
                           Stated  pensation       lation      (loss)/                    trolling       Total
                          capital    reserve      reserve       profit         Total     interests      equity
                            R'000      R'000        R'000        R'000         R'000         R'000       R'000
Balances at
28 February 2013          145 192        115        1 785      (2 155)       144 937         3 026     147 963
Total comprehensive
income                          –          –       22 535       30 587        53 122           407      53 529
Share-based equity
reserve charged to  
profit and loss                 –        450            –         (21)           429             –         429
Dividends paid
to shareholders                 –          –            –      (3 411)       (3 411)             –     (3 411)
Balances at
28 February 2014          145 192        565       24 320       25 000       195 077         3 433     198 510
Total comprehensive
income                          –          –      (3 875)       38 525        34 650           426      35 076
Share-based equity
reserve charged to 
profit and loss                 –      1 142            –            –         1 142             –       1 142
Foreign currency
differences on
translation of share-
based equity reserve            –        (4)            –            –           (4)             –         (4)
Dividends paid
to shareholders                 –          –            –      (4 435)       (4 435)             –     (4 435)
Balances at
28 February 2015          145 192      1 703       20 445       59 090       226 430         3 859     230 289

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 28 February 2015

                                                                              Consolidated    Consolidated
                                                                                      2015           2014*
                                                                       Notes         R'000           R'000
OPERATING ACTIVITIES
Cash generated from operations                                                      53 685          45 170
Interest received                                                                    8 546           4 559
Finance costs                                                                     (18 978)        (15 959)
Taxation paid                                                                     (14 609)        (10 102)
Net cash flows from operating activities                                            28 644          23 668
INVESTING ACTIVITIES
Plant and equipment acquired                                                       (1 939)         (3 328)
Intangible assets acquired and developed                                           (1 076)           (877)
Proceeds on disposals of plant and equipment and intangible assets                     496             293
(Increase)/decrease in amounts owing from related parties                                –               –
Dividends received                                                                   1 200               –
Net cash flows on acquisition of subsidiaries                              3       (3 438)         (6 277)
Net cash flows from investing activities                                           (4 757)        (10 189)
FINANCING ACTIVITIES
Borrowings repaid                                                                  (9 439)         (5 597)
Increase in amounts owing to related parties                                            12              37
Dividends paid                                                                     (4 435)         (3 411)
Net cash flows from financing activities                                          (13 862)         (8 971)
Net increase in cash and cash equivalents                                           10 025           4 508
Difference arising on translation                                                  (1 979)           5 257
Cash and cash equivalents at beginning of year                                      36 843          27 078
Cash and cash equivalents at end of year                                            44 889          36 843
* Restated due to change in accounting policy detailed in note 4

SUMMARISED CONSOLIDATED SEGMENTAL ANALYSIS
for the year ended 28 February 2015

                                                          Logistics   Financial        Head
                                                           Services    Services      office          Group
                                                              R'000       R'000       R'000          R'000
BUSINESS SEGMENTS
28 February 2015
Gross billings                                            3 533 024       9 795      33 200      3 576 019
External                                                  3 453 598       8 633         561      3 462 792
Internal                                                     79 426       1 162      32 639        113 227
Revenue                                                     228 047       9 795       (809)        237 033
Depreciation and amortisation                                 2 145          38       1 129          3 311
Operating profit                                             55 106       3 769       2 806         61 681
Interest received                                             9 642         472     (1 428)          8 686
Finance costs                                              (19 050)           –          69       (18 981)
Income tax expense                                         (11 426)       (778)          38       (12 166)
Profit for the year                                          34 272       3 463       1 485         39 220
Total assets                                                661 452       9 858      62 176        733 486
Total liabilities                                           517 846       1 461    (16 110)        503 197
28 February 2014*
Gross billings                                            3 285 935       8 967      25 771      3 320 673
External                                                  3 213 438       7 991          90      3 221 519
Internal                                                     72 497         976      25 681         99 154
Revenue                                                     206 367       8 967       (976)        214 357
Depreciation and amortisation                                 2 506          34         936          3 476
Operating profit                                             49 189       3 824     (1 242)         51 771
Interest received                                             5 218         276       (935)          4 559
Finance costs                                              (16 196)           –       (120)       (16 316)
Income tax expense                                          (9 437)       (836)       1 045        (9 228)
Profit for the year                                          28 774       3 264     (1 252)         30 786
Total assets                                                607 952       7 801      80 788        696 541
Total liabilities                                           497 738       1 651     (1 358)        498 031

*  During the period under review the Group resolved to change the composition of its reportable segments by
   disclosing the business activities of the Group's head office, together with the elimination results that arise on
   consolidation of the Group, in a separate segment. In prior reporting periods these business activities were
   reported as part of the Logistics Services segment within the South Africa geographical region. The Group believes
   that the economic characteristics of the services provided by the Group head office are no longer sufficiently similar
   to that of the Logistics Service segment and therefore should no longer be aggregated. In addition the Group
   believes that this change will better enable users to evaluate the financial effects of the business activities within
   the Logistics Services segment. This change in disclosure did not arise from changes in the internal structure of the
   Group.

   In accordance with IFRS 8 Operating Segments, the prior year comparative amounts have been fully restated so as
   to be disclosed on the new basis.

                                                             LOGISTICS SERVICES
                                                               United
                                 South Africa   Australia     Kingdom     Europe    Hong Kong        Total
                                        R'000       R'000       R'000      R'000        R'000        R'000
GEOGRAPHICAL SEGMENTS
28 February 2015
Gross billings                      2 842 967     168 359     214 871    279 953       26 874    3 533 024
Revenue                               136 251      16 578      32 590     37 235        5 393      228 047
Net profit                             15 780       2 775       5 765      7 944        2 008       34 272
Total assets                          534 357      22 814      46 392     44 335       13 554      661 452
Total liabilities                     445 820       8 038      28 885     31 628        3 475      517 846
28 February 2014*
Gross billings                      2 757 269     115 969     203 981    179 668       29 048    3 285 935
Revenue                               129 411      12 250      32 802     26 457        5 447      206 367
Net profit                             15 074         777       7 722      3 052        2 149       28 774
Total assets                          512 742      18 107      39 669     25 636       11 798      607 952
Total liabilities                     441 508       5 023      26 708     20 212        4 287      497 738

*  During the period under review the Group resolved to change the composition of its reportable segments by
   disclosing the business activities of the Group's head office, together with the elimination results that arise on
   consolidation of the Group, in a separate segment. In prior reporting periods these business activities were
   reported as part of the Logistics Services segment within the South Africa geographical region. The Group believes
   that the economic characteristics of the services provided by the Group head office are no longer sufficiently similar
   to that of the Logistics Service segment and therefore should no longer be aggregated. In addition the Group
   believes that this change will better enable users to evaluate the financial effects of the business activities within
   the Logistics Services segment.This change in disclosure did not arise from changes in the internal structure of the
   Group.

   In accordance with IFRS 8 Operating Segments, the prior year comparative amounts have been fully restated so as
   to be disclosed on the new basis.

SUPPLEMENTARY INFORMATION for the year ended 28 February 2015

1.   BASIS OF PREPARATION
     The preliminary summarised consolidated financial statements for the year ended 28 February 2015 have
     been prepared and presented in accordance with the framework concepts and the measurement and
     recognition requirements of International Financial Reporting Standards ("IFRS"), the SAICA Financial
     Reporting Guidelines as issued by the Accounting Practices Committee, and Financial Reporting
     Pronouncements as issued by the Financial Reporting Standards Council, the Listings Requirements
     of the JSE Limited for preliminary reports, the information required at a minimum by IAS 34: Interim
     Financial Reporting, and the requirements of the South African Companies Act, No 71 of 2008.

     The Group's accounting policies are consistent with those applied in the annual financial statements for
     the year ended 28 February 2014, except for the voluntary change in accounting policy as noted below.

     These Preliminary Audited Results were prepared under the supervision of the Group Financial Director,
     DC Edley, CA(SA).

                                                                                 2015       2014
                                                                                R'000      R'000
2.   EARNINGS PER SHARE
     Reconciliation between earnings and headline earnings
     Profit attributable to equity holders of the parent                       38 525     30 587
     Net (profit)/loss on disposals of plant and equipment                      (130)         94
     Impairment of goodwill                                                     3 892      3 131
     Taxation effects                                                              19       (18)
     Minority Interest                                                              –          9
     Headline earnings                                                         42 306     33 803
     Basic earnings per share                                       (cents)     28,23      22,42
     Headline earnings per share                                    (cents)     31,00      24,77
     Weighted average number of shares                               (000s)   136 459    136 459
     Diluted weighted average number of shares                       (000s)   138 939    138 285
     The difference between earnings per share and diluted earnings per
     share is due to the impact of share options that are yet to vest under
     the Group's share option scheme.

3.   INTANGIBLE ASSETS
     Goodwill movement:
     Carrying value at beginning of year                                      120 821    106 878
     Acquisition of Masterfreight Internationale Spedition GmbH                 4 050          –
     Impairment of investment in W.M. Shipping Limited                        (3 892)    (3 131)
     Translation of foreign operations                                        (2 035)     17 074
     Carrying value at end of year                                            118 944    120 821
     Carrying value of computer software and trademarks                         3 320      3 106
     Total intangible assets                                                  122 264    123 927

     Acquisition of Masterfreight Internationale Spedition GmbH ("Masterfreight")
     Effective 1 December 2014, the Group acquired the entire issued share capital of Masterfreight, operating
     primarily as an airfreight importer and exporter out of Frankfurt, Germany. The acquisition is in line with
     the Group's strategy to expand its footprint in Europe.
     The acquisition was concluded for a purchase price of R4 638 787, to be settled entirely in cash as follows:
     -  R 3 587 738 paid upfront by Santova Administration Services, the Group's designated domestic
        treasury company, using a loan from the holding company for the full amount; and        
     -  One separate contingent payment payable after a 12 month period based on a warranted annual
        profit being achieved, amounting to a net present value on acquisition date of R1 051 749.

     The fair value, on acquisition date, of the assets acquired was R629 774 and the R4 049 947 by which the
     purchase price exceeds the fair value of the assets acquired, attributable to anticipated profitability and
     expected cash generation, has been recognised as goodwill.

4.   VOLUNTARY CHANGE IN ACCOUNTING POLICIES
     The following voluntary change in accounting policy, in terms of IAS 8 Accounting Policies, Changes in
     Accounting Estimates and Errors ("IAS 8"), has been applied during the period under review resulting in
     the restatement and reclassification of certain comparatives for the year ended 28 February 2015.

     IAS 7 Statement of Cash Flows – Reclassification of the proceeds from the sale of short-term
     receivables from financing activities to operating activities

     The proceeds received from the sale of short-term receivables have previously been disclosed as a
     financing cash flow in the Group's Statement of Cash Flows. During the period under review, the Group's
     management resolved to account for such proceeds in its Statement of Cash Flows as an operating
     cash flow. The Group generates interest revenue through the provision of short-term finance facilities
     to clients for logistics related recoverable disbursements, effectively acting as a financial institution. The
     Group's management regard this as a principal revenue producing activity. The Group funds these short-
     term receivables through the ongoing sale of such receivables to its principal banker via an invoice
     discounting facility, on which it incurs an interest expense.

     The Group believes that this change will result in more relevant and reliable information being presented
     in respect of it's cash flows by matching all the related capital inflows and outflows and interest income
     and expense associated with this principal revenue producing activity and disclosing these as operating
     cash flows. As required by IAS 8, this change in accounting policy has been retrospectively applied,
     resulting in the restatement of the Group's Statement of Cash Flows as disclosed below. The change in
     policy has not resulted in any changes or restatement to the Group's Statement of Financial Position or
     Statement of Profit or Loss and Other Comprehensive Income.
     
                                                                                    2014     2013
                                                                                  R'000s   R'000s
     STATEMENT OF CASH FLOWS
     As previously reported
     Net cash flows from operating activities                                   (48 508)   13 394
     Net cash flows from financing activities                                     63 205   41 217
     As currently reported
     Net cash flows from operating activities                                     23 668   14 528
     Net cash flows from financing activities                                    (8 971)   40 083
     Impact of the change
     Net cash flows from operating activities                                     72 176    1 134
     Net cash flows from financing activities                                   (72 176)  (1 134)

                                                                                    2015     2014
                                                                                   R'000    R'000
5.   FAIR VALUE DISCLOSURE FOR FINANCIAL INSTRUMENTS
     The Group recognised the following financial liabilities in the
     statement of financial position measured at fair value using significant
     unobservable inputs (level 3 inputs):
     Current portion of contingent purchase considerations on acquisitions           990    7 046

     This represents the present value of the remaining contingent purchase obligation arising from the
     acquisition of Masterfreight Internationale Spedition GmBH (Germany). The fair value of the liability
     was calculated as the net present value of the warranty payment as set out in the agreement of sale,
     discounted at the weighted average cost of capital for the acquired entity of 1,04%. The financial liability
     related to this acquisition can be reconciled as follows:
                                                                                             2015
                                                                                            R'000
     Financial liability raised during the year                                             1 052
     Interest on present value calculation                                                      2
     Foreign exchange gain on translation                                                    (64)
     Financial liability at end of year                                                       990

     The prior year amount represents the present value of the remaining contingent purchase obligation
     arising from the acquisition of W.M. Shipping Limited (United Kingdom). The profit warranty period came
     to an end during the current financial year and the financial liability to the sellers was settled to the extent
     the profit warranties were met, with the balance being released to profit or loss.

     There were no other material adjustments to fair values of financial instruments during the year.

6.   AUDIT OPINION
     These preliminary summarised consolidated financial statements have been extracted from the
     consolidated audited annual financial statements upon which Deloitte have issued an unmodified report,
     dated 14 May 2015. The auditor's report does not necessarily cover all of the information contained in
     this announcement/financial report. Shareholders are therefore advised that in order to obtain a full
     understanding of the nature of the auditor's work they should obtain a copy of that report together with
     the accompanying financial information from the registered office of the Company or the Company's
     website.

     A copy of the auditor's report on these summarised consolidated provisional financial results and of the
     auditor's report on the annual financial statements for the year ended 28 February 2015 is available for
     inspection at the Company's registered office. Any reference to future financial performance included in
     this announcement, has not been reviewed or reported on by the Company's auditors.

7.   EVENTS AFTER THE REPORTING DATE
     There are no material events which have taken place after the reporting period for which non-disclosure
     would affect the ability of the users to make proper evaluations and decisions.

CORPORATE INFORMATION

Registration number                    1998/018118/06
Share code                             SNV
ISIN                                   ZAE000159711

Independent non-executive directors    ESC Garner (Chairman)
                                       AD Dixon 
                                       WA Lombard
                                       EM Ngubo

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

Company Secretary                      JA Lupton, FCIS

JSE sponsor                            River Group

Auditors                               Deloitte & Touche

Transfer secretaries                   Computershare Investor Services (Pty) Ltd

Investor relations  Contact persons    GH Gerber (Chief Executive Officer)
                                       DC Edley (Group Financial Director)
                    E mail address     investor@santova.com
                    Contact number     +27 31 374 7000

Physical address                       Santova House, 88 Mahatma Gandhi Road, Durban, 4001

Postal address                         PO Box 6148, Durban, 4000

Contact number                         +27 31 374 7000

www.santova.com



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