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SANTOVA LIMITED - Unaudited group interim results

Release Date: 01/11/2016 09:04
Code(s): SNV     PDF:  
Wrap Text
Unaudited group interim results

SANTOVA
INNOVATIVE SOLUTIONS. ENDLESS POSSIBILITIES

UNAUDITED GROUP INTERIM RESULTS
FOR THE SIX MONTHS ENDED 31 AUGUST 2016


HIGHLIGHTS


                                                                  August           August        Movement
                                                                   2016               2015               %

Gross billings                          (R'000)      2,000,612      1,686,696       18.6
Revenue                                  (R'000)      159,772         120,910           32.1
Profit before tax                     (R'000)      40,489           30,448           33.0
Revenue/billings margin          (%)            8.0                 7.2                   0.8
Operating margin                     (%)            28.4              26.0                 2.4

Basic earnings per  share       (cents)      18.43            16.46               12.0

Normalised headline
 earnings per share                 (cents)       18.4             15.63                17.7

Total assets                             (R'000)      930,287       728,787           27.6
Capital and reserves               (R'000)      367,726       265,134           38.7

Cash generated from
 operations                              (R'000)       36,255        31,367             15.6

Cash and cash
 equivalents                             (R'000)       100,664       61,699            63.2

Debt to equity ratio                    (%)           49.0             74.0              (25.0)

Net asset value per
 share                                       (cents)        233.24         194.74           19.8
Tangible net asset
 value per share                       (cents)        105.85          95.79             10.5

Restated in terms of a voluntary change in presentation and
classification applied during the 2016 financial year - refer to
note 2.



COMMENTARY

OVERVIEW

The Board is pleased to announce that in the six months to 31
August 2016, the Santova Group has achieved a 33.0% increase in
profit before tax to R40.5 million (2015: R30.4 million). This, in
turn, has translated into a 17.7% increase in normalised headline
earnings per share for the period to 18.40 cents (2015: 15.63
cents).

This strong performance over the period should be considered in
the context of the international logistics market, which
experienced weaker trade volumes due to falling consumer demand
and slowing GDP growth in certain major economies, in particular
China. When combined with the excess capacity of the shipping
lines, the result has been depressed freight rates and pressure on
margins internationally. In South Africa, the state of the economy
continues to have a significant impact on the logistics sector,
where subdued growth, market and political uncertainty and higher
unemployment rates have had an adverse effect on consumer
confidence, negatively impacting demand for products and trade
across most industries.

The resilience and continued growth during the period has been
achieved through a number of key factors:

- The inclusion of a full 6 months’ trading results in the
  current period from Tradeway, the Group’s most recent
  acquisition in the United Kingdom, which was concluded on
  1 December 2015;

- The continued benefits of the Group’s strategic offshore
  diversification, which was characterised by strong performances
  from certain key offshore subsidiaries - principally the
  Netherlands, Australia and Hong Kong;

- An increase in billings and the revenue margin in the South
  African logistics operation, which resulted in encouraging
  growth in profit for the year, despite the difficult local
  economic conditions; and

- Strong foreign currency gains achieved through the internal
  hedging of foreign exchange exposures, as the Group sought to
  benefit from the significant strengthening in the South African
  Rand, following ‘Brexit’ in the United Kingdom.


OPERATIONAL PERFORMANCE

South African Logistics Operations

The South African logistics operation remains the largest
contributor to Group profits, contributing 33.5% or R9.9 million
of Group profit for the period. The operation benefited during the
period from the weakening of the average South African Rand to US
Dollar exchange rate compared to the previous reporting period,
offset by the reduction in trade volumes. After ‘‘setoff’’, the
net result was a positive 4.7% increase in billings, which
translated into a 7.0% growth in revenue as a result of slightly
improved margins during the period, to 5.0% (2015: 4.9%).

Foreign Logistics Operations

The Group continues to benefit significantly from the contribution
of key offshore operations, as they deliver both organic growth in
their regions and currency gains upon translation into the Group’s
results. In particular, the Netherlands increased profits for the
period by 31%, Australia by 23% and Hong Kong by 625%, the latter
making a significant recovery from the loss of a major client in
the prior period.

Following its acquisition in December 2015, Tradeway has been
included for a full 6 months in the current period, which saw it
performing to expectations and contributing R6.7 million to Group
profit. Management is in the final stages of fully integrating the
operation into the Group and it is expected to continue to have a
meaningful contribution to the Group going forward.

The trading conditions in the United Kingdom proved challenging
for W.M Shipping, which recorded a decline in revenue and profit
for the period under review. This was primarily as a result of
economic factors within the territories to which the entity
exports and the depressed international freight rates, which
impacted on margins.

Other than general market uncertainty within the UK region and the
significant weakening of the Pound, the Group has not seen any
material direct financial impact from ‘Brexit’ on these
operations. Santova’s operations in the UK act principally as
facilitators of exports out of the UK and thus the weaker Pound
could possibly have the benefit of stimulating volumes in the
medium to long term.

Germany, Ghana and Mauritius remain regions into which the Group
is investing and developing for the future, with total costs of
R1.3 million (2015: R0.3 million) having been invested in the
current period. Germany, in particular, is a region that the Group
expects to be a meaningful contributor in the future and a
significant amount of time and resources have been dedicated to
this region during the current period, with the expectation that
the region will contribute positively to Group profits in the
coming financial year.

Financial Services

The Group’s short-term insurance business, based in South Africa,
continues to play a strong supportive role in contributing to
Group profitability and cash flow generation, showing a 16%
increase in profit for the period to R2.0 million (2015: R1.8
million).

Group/Head Office

At a Group reporting level, a number of major variances in the
Statement of Profit or Loss and Other Comprehensive Income need to
be highlighted:

- As expected, overall finance costs increased significantly to
  R5.0 million (2015: 1.1 million), following the take on of a
  R60 million medium-term amortising loan (in the prior financial
  year) to fund the acquisition of Tradeway;

- Other income increased 131.7% to R10.8 million (2015: R4.7
  million), due to significant foreign currency gains achieved as
  a result of management’s decision to limit risk and to hedge
  certain British Pound denominated foreign currency exposures,
  following the significant strengthening of the South African
  Rand; and

- In other comprehensive income, exchange differences arising on
  translation of the foreign operations showed a loss of R40.9
  million (2015: a profit of R18.0 million) following the
  significant strengthening in the closing South African Rand to
  British Pound exchange rate, which saw it reducing by R3.18 from
  the rate as at 29 February 2016.


FINANCIAL POSITION

The overall financial position and structure of the Group balance
sheet remains sound and consistent with the current period
results, and with those of the prior periods:

- The Group’s core asset, being its trade receivables, increased
  15.0% versus the closing balance for the prior comparative
  period. This is consistent with the 18.6% increase in billings,
  offset by a pleasing reduction in debtors’ days from 50.8 days
  as at 31 August 2015 to 49.3 days, which is a key indicator of
  the credit strength of the book;

- The Group’s second largest asset, being the goodwill related to
  the acquisition of its subsidiaries, has increased 49.5% since
  the prior period, as a result of the acquisition of Tradeway in
  December 2015. However, since 29 February 2016, there has been a
  10.3% reduction due to the translation of principally the
  British Pound denominated goodwill attributable to W.M. Shipping
  and Tradeway, which has been impacted by the R3.18 strengthening
  in the South African Rand to British Pound closing exchange
  rate;

- Likewise, total capital and reserves are 38.7% up on the prior
  period due to the capital raising undertaken in the prior
  financial year to fund the acquisition of Tradeway. However, the
  current period has seen a reduction of 4.8% in capital and
  reserves since February 2016, due to the currency translation
  losses detailed above; and

- Despite the slight reduction in capital and reserves, the
  Group’s debt to equity ratio has strengthened further since its
  historic low of 55.6% as at 29 February 2016, to 48.7% as at
  31 August 2016. This is due to further repayments of the Group’s
  two medium-term amortising loans, together with the ongoing
  generation of profitability requiring lower utilisation of the
  Group’s invoice discounting facility to fund its trade
  receivables within the South African region.


CASH FLOW AND FUNDING

The current reporting period saw a continuing trend of positive
cash generation from operations, with cash generated from
operating activities increasing 15.6% to R36.3 million (2015:
R31.4 million).

Cash on hand decreased from R123.7 million as at February 2016 to
R100.7 million as at the end of the current reporting period.
However, this was entirely expected, as the Group made a ‘top-up’
purchase price payment in March 2016 of R12.4 million to the
sellers of Tradeway and commenced repayment of the new R60 million
medium-term loan facility.


OUTLOOK

The World Trade Organization, in its most recent September 2016
market update, states that “certain trade-related indicators have
improved, including export orders and container port throughput,
but overall momentum in trade remains weak” and concludes that the
expected rate of growth in world merchandise trade volumes and
real GDP for 2016 would result in “the slowest pace of trade and
output growth since the financial crisis”.

Within the context of this environment internationally, more
importantly the socio-eco-political uncertainties facing South
Africa, it is difficult to anticipate or predict what the
remaining six-month period will deliver. However, the Board is
confident that the Group’s international diversification and its
differentiated logistics strategy, underpinned by the use of its
technology, will hold it in good stead going forward.


For and on behalf of the Board,
ESC Garner                                                GH Gerber
Chairman                                    Chief Executive Officer
1 November 2016




CONDENSED STATEMENT OF FINANCIAL POSITION

                                                            Unaudited        Unaudited        Audited
                                                           31 August        31 August          29 February
                                     Notes             2016                 2015                 2016
                                                            R’000               R’000                R’000

ASSETS
Non-current assets                            236,767          153,675             262,221
Plant and equipment                          21,748            8,424                25,086
Intangible assets             5                 200,850         134,715             222,881
Financial assets               6                4,903              3,742                4,536
Deferred taxation                               9,266              6,794               9,718

Current assets                                    693,520         575,112      760,944
Trade receivables                               535,783         465,721      590,133
Other receivables                               55,454           46,313        46,743
Current tax receivable                        1,317               907            385
Amounts owing from related
 parties                                 -           472            -
Financial assets               6       302             -           26
Cash and cash equivalents          100,664        61,699      123,657

Total assets                       930,287       728,787     1,023,165

EQUITY AND LIABILITIES
Capital and reserves           7   367,726       265,134      386,415

Non-current liabilities            65,759         16,074        76,329
Interest-bearing borrowings 8      47,130         14,374        57,043
Long-term provision                 1,500          1,700         1,500
Financial liabilities       6      15,832              -        17,786
Deferred taxation                   1,297              -             -

Current liabilities                496,802       447,579      560,421
Trade and other payables           224,123       184,853      216,154
Current tax payable                  8,659         4,847        8,000
Current portion of interest-
bearing borrowings          8      19,513         8,475         18,620
Amounts owing to related
 parties                              275            251           302
Financial liabilities       6      16,452            709        31,348
Short-term borrowings and
 overdraft                         213,166       234,809      262,918
Short-term provisions               14,614        13,635       23,079

Total equity and liabilities       930,287       728,787     1,023,165



CONDENSED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE
INCOME

                                   Unaudited   Unaudited       Audited
                                   31 August   31 August   29 February
                      Notes             2016       2015*          2016
                                       R’000       R’000         R’000
Gross billings                    2,000,612       1,686,696      3,797,890
Revenue                    3        159,772         120,910        278,655
Other income                         10,755           4,658         11,196
Depreciation and
 amortisation                        (2,129)         (1,931)        (4,043)
Administrative expenses            (123,056)        (92,182)      (215,022)
Operating profit                     45,342          31,455         70,786
Interest received                       124              89            205
Finance costs                        (4,977)         (1,096)        (4,255)
Profit before taxation               40,489          30,448         66,736
Income tax expense                  (10,826)         (7,452)       (16,841)
Profit for the period
 / year                                29,663        22,996         49,895

Attributable to:
  Equity holders of
   the parent                          28,988        22,451         48,713
  Non-controlling interests
   in subsidiaries                        675           545          1,182

Other comprehensive income
Exchange differences arising
 from translation of foreign
 operations                            (40,898)      17,951         42,796
Net actuarial gain on
 remeasurement of post-
 retirement medical aid
 benefit liability                           -            -             18
Total comprehensive
 (loss)/income                         (11,235)      40,947         92,709
Attributable to:
 Equity holders of the
  parent                               (11,629)      40,168         90,330
 Non-controlling interests
  in subsidiaries                         394           779          2,379

Basic earnings per
  share                    4 (cents)    18.43         16.46           34.5
Diluted basic
 earnings per share        4 (cents)    17.96         16.05          33.68
Dividends per share          (cents)      N/A           N/A            5.5

*Restated in terms of a voluntary change in presentation and
classification applied during the 2016 financial year - refer to
note 2.



CONDENSED STATEMENT OF CHANGES IN EQUITY

                                Unaudited         Unaudited        Audited
                                31 August         31 August    29 February
                          Notes      2016              2015           2016
                                     R’000        R’000            R’000

Capital and reserves
Balance at beginning of
 period/year                       386,415      230,289          230,289
Total comprehensive
 (loss)/income                     (11,235)      40,947           92,709
Treasury shares acquired                 -         (998)            (998)
Share-based equity reserve           1,175          696            1,325
General issue of shares                  -            -           51,282
Vendor issue of shares to
 sellers of Tradeway
(Shipping) Ltd                           -               -        17,714
Shares issued in terms of
 exercise of share options              26             -              -
Costs to issue securities               (1)          -             (112)
Dividends paid                      (8,654)     (5,800)          (5,794)
Balance at end of
 period/year                       367,726     265,134           386,415

Comprising:
Stated capital               7     214,126      145,192          214,076
Equity compensation
 reserve                             4,176        2,399            3,028
Treasury shares                       (998)       ( 998)            (998)
Foreign currency
 translation reserve                21,428       38,163           62,044
Accumulated profit                 122,362       75,741          102,027
Attributable to equity
 holders of the parent             361,094      260,497          380,177
Non-controlling interests            6,632        4,637            6,238
Capital and reserves               367,726      265,134          386,415

*Restated in terms of a voluntary change in presentation and
classification applied during the 2016 financial year - refer to
note 2.



CONDENSED STATEMENT OF CASH FLOWS

                                 Unaudited    Unaudited          Audited
                                 31 August    31 August      29 February
                                      2016        2015*             2016
                                     R’000        R’000            R’000

Cash generated from operations      36,255       31,367          48,226
Interest received                      124           88             205
Finance costs                       (3,913)      (1,084)         (3,628)
Taxation paid                       (9,349)      (5,750)        (14,389)
Net cash flows from operating
 activities                         23,117        24,621          30,414
Cash outflows from the
 acquisition of subsidiaries       (12,410)           (1,100)      (59,275)
Cash utilised in other
 investing activities              (1,788)            (3,593)      ( 5,951)
Net cash flows from investing
 activities                        (14,198)           (4,693)      (65,226)

Borrowings (repaid) / raised       (9,785)            (4,039)      48,775
Issue of shares for cash               24                  -       51,170
Dividends paid                     (8,654)            (5,800)      (5,794)
Cash utilised in other
 financing activities                  (27)             (963)        (912)
Net cash flows from financing
 activities                        (18,442)           (10,802)      93,239

Net increase/(decrease) in
 cash and cash equivalents         (9,523)             9,126        58,427
Difference arising on
 translation                       (15,509)             7,684       19,576
Cash and cash equivalents at
 beginning of period/year          123,657            44,889        44,889
Cash and cash equivalents at
 end of period/year                98,625             61,699       122,892

Cash and cash equivalents
 is made up as follows:
Cash and cash equivalents
on hand                            100,664            62,239       123,657
Less: Bank overdrafts               (2,039)             (540)         (765)
Cash and cash equivalents at
 end of period/year                98,625             61,699       122,892

*Restated in terms of a voluntary change in presentation and
classification applied during the 2016 financial year - refer to
note 2.



CONDENSED SEGMENTAL ANALYSIS

                        Logistics      Financial          Head     Consoli-
                         Services       Services        Office        dated
BUSINESS SEGMENTS           R’000          R’000         R’000        R’000

31 August 2016

Revenue                   154,608             5,651        (487)    159,772
Operating profit           37,585             2,207       5,550      45,342
Profit for the period      27,154             2,024         485      29,663
Total assets              787,504            12,318     130,465     930,287
Total liabilities         522,586             1,399      38,576     562,561
Depreciation and
  amortisation                 1,390            37          702       2,129
Capital expenditure             638           32     1,205      1,875

31 August 2015 *
Revenue                     116,080        4,941      (111)   120,910
Operating profit             28,456        1,979     1,020     31,455
Profit for the period        20,859        1,756       381     22,996
Total assets                648,429        8,951    71,407    728,787
Total liabilities           473,283        1,211   (10,841)   463,653
Depreciation and
 amortisation                1,204            21       706      1,931
Capital expenditure          3,212             -     1,600      4,812



                                       LOGISTICS SERVICES
                                                     Europe
                                                        and
                                            Asia     United
                             Africa      Pacific    Kingdom     Total
GEOGRAPHICAL SEGMENT          R’000        R’000      R’000     R’000

31 August 2016

Revenue                       65,242      15,581     73,785   154,608
Operating profit              13,989       5,067     18,529    37,585
Profit for the period          9,097       3,819     14,238    27,154
Total assets                4 89,390      58,252    239,862   787,504
Total liabilities            371,448      18,062    133,076   522,586
Depreciation and
 amortisation                    919          96       375      1,390
Capital expenditure              429          51       158        638

31 August 2015*

Revenue                       60,633      11,408     44,039   116,080
Operating profit              14,237       3,358     10,861    28,456
Profit for the period          9,866       2,329      8,664    20,859
Total assets                 481,028      44,209    123,192   648,429
Total liabilities            379,987      14,479     78,817   473,283
Depreciation and
 amortisation                   729         148        327      1,204
Capital expenditure           2,933          61        218      3,212

*Restated in terms of a voluntary change in presentation and
classification applied during the 2016 financial year - refer to
note 2.



SUPPLEMENTARY INFORMATION


1. BASIS OF PREPARATION
The unaudited condensed consolidated interim financial statements
for the six months ended 31 August 2016 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 Guides 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, the information as required by IAS 34: Interim Financial
Reporting, and the requirements of the South African Companies Act
71 of 2008.

The accounting policies applied in preparation of these interim
financial statements are consistent with those applied in the
annual financial statements for the year ended 29 February 2016.

This report was prepared under the supervision of the Group
Financial Director, DC Edley, CA(SA) and has not been reviewed or
audited by the Group’s external auditors.


2. VOLUNTARY CHANGE IN PRESENTATION AND CLASSIFICATION

A voluntary change in accounting presentation and classification,
in terms of IAS 1 Presentation of Financial Statements, had been
applied during the most recent financial year, resulting in the
restatement and reclassification of certain comparatives for the
year ended 29 February 2016. As the change had been applied in the
latter half of the year, the comparatives for this interim period,
notably the previous interim period ended 31 August 2015, are
required to be restated.

Full details of the nature and basis for the restatement, which
dealt with the reclassification of the net interest and fee income
from client financing activities to revenue, can be found in Note
15, Revenue, to the Annual Financial Statements for the year ended
29 February 2016 and in Note 3 of the Supplementary Information
section in the 2016 Annual Integrated Report.

The impact of this change in presentation and classification on
the previous interim financial period is as follows:


                                                    31 August 2015
                                                             R’000

Impact of the change on:

Statement of Profit or Loss and other Comprehensive Income
   Revenue                                                 (4,890)
   Other income                                              (707)
   Administrative expenses                                  3,265
Operating profit                                                 (2,332)
   Interest received                                             (4,998)
   Finance costs                                                  7,330
Profit before taxation                                                -

Statement of Cash Flows
   Cash generated from operations                               (2,332)
   Interest received                                            (4,998)
   Finance costs                                                 7,330
Net cash flows from operating activities                             -


3. REVENUE

                                 Unaudited    Unaudited         Audited
                                 31 August    31 August     29 February
                                      2016        2015            2016
                                     R’000        R’000           R’000

Gross Billings                   2,000,612     1,686,696      3,797,890
  Less: Recoverable
   disbursements                (1,840,840)   (1,565,786)    (3,519,235)
Revenue                            159,772       120,910        278,655
Comprising revenue from:
   Logistic services               148,110       110,498        256,690
   Net interest and fee
    income from client
    financing activities             7,528         5,582         12,488
   Insurance commission and
    management fees                  4,126        4,533           8,973
   Other revenue                         8          297             504


4. EARNINGS PER SHARE

                                 Unaudited    Unaudited         Audited
                                 31 August    31 August     29 February
                                      2016        2015*            2016
                                     R’000        R’000           R’000

Reconciliation between basic,
 headline and normalised
 headline earnings
Profit attributable to equity
holders of the parent              28,988         22,451         48,713

Adjusted for:
Net (profit)/loss on disposals
 of plant and equipment               (56)            15            255
Taxation effects                       10             (8)           (84)
Minority Interest                       -              -            (51)
Headline earnings                  28,942         22,458         48,833
Adjusted for:
Effect of Fair Value Gain on
 Remeasurement of Financial
 Liability                               -         (810)        (1,024)
Effect of Lease Termination
Agreement                                -         (467)          (467)
Non-recurring Transaction Costs          -            -            929
Taxation effects                         -          131            131

Normalised headline earnings     28,942          21,312         48,402
Basic earnings per share (cents) 18.43            16.46           34.5
Headline earnings per share
 (cents)                           18.4           16.47          34.58
Normalised headline earnings
per share                          18.4           15.63          34.29

Weighted average number of
shares (000s)                      157,317      136,383        141,211
Diluted weighted average
 number of shares (000s)           161,390      139,864        144,648

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.


5. INTANGIBLE ASSETS

                                 Unaudited    Unaudited        Audited
                                 31 August    31 August    29 February
                                      2016        2015*           2016
                                     R’000        R’000          R’000

Goodwill Movement:
Carrying value at beginning
 of year                           217,472      118,944        118,944
Acquisition of Tradeway
 (Shipping) Limited                      -            -         75,854
Acquisition of AEMC Trading
 Agency                                  -        1,498          1,498
Foreign exchange (loss)/gain
 on translation                    (22,401)      10,032         21,176
Carrying value at end of year      195,071      130,474        217,472

Carrying value of computer
 software and indefinite
 useful life intangible assets

Total intangible assets            200,850      134,715        222,881


6. FAIR VALUE DISCLOSURE FOR FINANCIAL INSTRUMENTS

                                 Unaudited    Unaudited       Audited
                                 31 August    31 August   29 February
                           Notes      2016        2015          2016
                                     R’000        R’000         R’000

Financial assets in the
 statement of financial
 position measured at
 fair value:
Future profit share on
 rental agreement             1       1,228       1,228         1,228
Guardrisk cell captive        2       3,675       2,441         3,308
Forward Exchange Contracts              302          73            26
                                      5,205       3,742         4,562

Financial liabilities
 in the statement of
 financial position
 measured at fair value:
   Finance lease                          -          69             -
   Contingent purchase
    consideration on
    acquisitions              3     32,284          640        49,134
                                    32,284          709        49,134

1. This amount represents the fair value of the profit share
   accruing to Santova Logistics (SA) in in terms of a profit
   sharing agreement with the landlord of the Durban premises. The
   agreement gives Santova Logistics (SA) a specified portion of
   the actual or deemed profit made should the building be sold
   or vacated. The primary inputs used to determine the fair value
   of the profit share are a current market related rental of
   R93 per m2 for an equivalent such property applied to a market
   related capitalisation rate of 12%.

2. This amount represents the fair value of the investment by
   Santova Logistics (SA) in the Guardrisk cell captive,
   recognised as a financial asset, with changes in fair value
   being recognised in profit or loss for the year. The fair value
   of the cell captive is determined by the net asset value of the
   cell as at the reporting date.

3. This represents the present value of the remaining contingent
   purchase obligations arising from acquisitions during the
   previous financial period. The fair value of the liabilities
   has been calculated as the net present value of the warranty
   payments, which management reasonably expects to be achieved,
   as set out in the agreements of sale, discounted at the
   weighted average cost of capital for the acquired entities.
   The financial liability can be reconciled as follows:


                                  Unaudited   Unaudited       Audited
                                  31 August   31 August   29 February
                                   2016         2015           2016
                                  R’000         R’000          R’000

Financial liability at
 beginning of year               49,134           990            990
  Financial liabilities
   raised during the year             -           432         47,752
  Payments made during the year (12,410)            -              -
  Interest on present value
   calculation                    1,105             1            627
  Foreign exchange (gain)/loss
   on translation                (5,545)           27            789
  Fair value gain on
    remeasurement                     -          (810)        (1,024)
Financial liability at end
 of year                         32,284           640         49,134

The contingent purchase obligations relate to the following
acquisitions that were completed during the previous financial
year:

Acquiring company         Target company         Discount rate used

Santova Administration    Tradeway (Shipping)   6.6%
 Services (Pty) Ltd        Limited

Santova Logistics         AEMC Trading Agency    8.75%
 (Pty) Ltd (SA)

Management has assessed the sensitivity of the level 3 fair value
measurement to changes in unobservable inputs and does not believe
that such reasonably expected changes would materially affect the
fair value.

Management has assessed the degree of classification of the
liabilities within level 3 and is satisfied that the
classification above is appropriate, due to the fact that these
liabilities are measured using the same methods and thus do not
have varying degrees of uncertainty or subjectivity.

There were no other material adjustments to fair values of
financial instruments, nor transfers between the fair value
hierarchy levels during the year.


7. STATED CAPITAL

                              Unaudited    Unaudited         Audited
                              31 August    31 August     29 February
                                   2016        2015*            2016
                                  R’000        R’000           R’000

Reconciliation of the value
 of ordinary shares in issue

Balance at beginning of year       214,076           145,192     145,192
General issue of shares for
  cash                                    -                -      51,282
Vendor issue of shares to
 sellers of Tradeway
(Shipping) Limited                        -                -      17,714
Shares issued in terms of
 exercise of share options               51                -           -
Costs to issue securities                (1)               -        (112)
Treasury shares purchased
 by subsidiaries                         -                 -           -
Balance at end of year             214,126           145,192     214,076

Reconciliation of the number
 of ordinary shares in issue
Balance at beginning of year       157,287           136,459     136,459
General issue of shares
 for cash                                 -                -      16,245
Vendor issue of shares to
 sellers of Tradeway
 (Shipping) Limited                       -                -       4,893
Shares issued in terms of
 exercise of share options               60                -           -
Treasury shares purchased by
 Subsidiaries                            -              (310)       (310)
Balance at end of year             157,347           136,149     157,287


8. INTEREST BEARING BORROWINGS

                                                                            Unaudited       Unaudited       Audited
                       Re-                       Instal-             31 August        31 August        29 February
                       pay                       ment                2016                2015*              2016
                       able      Rate        R’000               R’000               R’000              R’000

Instalmen
 sale and
 other
 agreements                                                         795                1,107                 996
Medium-term
 Loan                  Prime
 (R39                  less
  million) Monthly     0.5%      815                          13,664          21,742             17,784
Medium-
 term loan             Prime
 (R60                  less
 million) Quarterly    0.25%                                    3,874      52,184            -      56,883
                                                             66,643            22,849            75,663

Debt to Equity Ratio                           49%         74%        56%
During the previous financial year, a R60 million medium-term loan
was taken by the holding company, Santova Limited, in order to
fund a portion of the purchase price payable for the acquisition
of Tradeway (Shipping). Both medium-term loans are repayable on an
amortising basis over five years and are secured by cross company
sureties supplied by certain subsidiaries.

As a condition of granting the medium-term loan facilities, the
Group banking facilities contain certain covenants. These
covenants are monitored on an ongoing basis by management and
reviewed and confirmed with the Group’s bankers.

The first medium-term loan (R39 million) matures on 1 February
2018 and the second (R60 million) matures on 1 December 2020.


9. EVENTS AFTER THE REPORTING PERIOD

There are no events that 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)

Email 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

Date: 01/11/2016 09:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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