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SANTOVA LIMITED - Preliminary Audited Results and Dividend Announcement

Release Date: 17/05/2017 15:27
Code(s): SNV     PDF:  
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Preliminary Audited Results and Dividend Announcement

SANTOVA LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/018118/06)
Share code: SNV 
ISIN: ZAE000159711
(“Santova” or “the Company”)


PRELIMINARY AUDITED RESULTS
AND DIVIDEND ANNOUNCEMENT
for the year ended 28 February 2017


2017 SANTOVA PRELIMINARY RESULTS COMMENTARY

The impressive performance of the Group for the year certainly does
not reflect the realities of the trading environment in which we find
ourselves. However, it can be said that such an achievement is the
result of a ‘sound business model’ whose performance has emanated
out of a strong culture founded on sound business principles and values.

The year was one of the most challenging in the last seven years and
notwithstanding a significantly strengthened Rand, a weak Pound (due
to Brexit) and extremely challenging economic conditions in South
Africa, the diversified nature of the earnings of the Group limited
the impact of these challenges which have adversely affected so many
companies in South Africa. Revenue of R315,4 million for the year is
13,2% up on the previous year’s figure of R278,7 million and net profit
before tax has increased by 31,9% to R88,0 million from R66,7 million.
The result of this has been a 15,6% increase in basic earnings per
share and a 15,4% increase in headline earnings per share, both diluted
by the increased level of shares in issue following the capital raising
in the prior year to fund the acquisition of Tradeway (Shipping).

Regionally, good progress was made in Hong Kong, Australia, Germany,
the Netherlands and in particular South Africa, where a good recovery
was made in the second half of the financial year, amidst local
socio-eco-political challenges and declining trade volumes. Yet again,
offshore earnings strengthened even further and now constitute 62,1%
of total earnings, up 4,8% from 57,3%
in 2016.

In short focused,‘hands-on’ leadership and the Group’s strategic
direction and business model have once again served the Group well.


TRANSCENDING CHALLENGES

Whilst a solid set of results were achieved, the following were
challenges that the Group successfully transcended:

- Brexit, which was followed by a weakening of the Pound resulting
  in reduced local operating profit margins;

- The strengthening Rand, which impacted on the gross profit
  margins of our domestic operations, where currency based freight
  profit margins and fees raised on disbursements (value of goods)
  have been reduced. This has also had an impact on Group earnings
  where the consolidation of offshore earnings (reporting in
  Rands) has resulted in reduced contributions;

- Whilst the Group has shown impressive organic growth, the extent
  of that growth has been limited by the relatively small
  contribution that emanated out of Germany and the loss recorded
  in Mauritius. However, we need to acknowledge that these two
  businesses constitute ‘grass roots’ operations that have been
  identified as strategic investments for the Group going forward.
  Their progress during the year has been positive and looks well
  set to continue the upward trend;

- The disappointing performance of WM Shipping has also had an
  impact on the Group results. This can be attributed to limited
  vessel capacity and low freight rates, which characterised the
  shipping industry during 2016, and in particular, the trade
  lanes between the United Kingdom, the Caribbean and the Middle
  East. Whilst higher rates will benefit this business (greater
  margins) in the medium to long term, the impact in the short
  term is adverse; and

- The socio-eco-political quagmire that continues to pose a
  significant threat to the sustainability of the South African
  economy. The result of which has been significantly diminished
  trade volumes throughout virtually all sectors of the South
  African economy with 2016 being the worst of the last five-year
  downward trend. 


STRATEGIC PRIORITIES

The performance of the Group against our four key objectives:
growth, diversification, innovation and efficiency and
effectiveness, has been strong.

The Group has achieved sound organic growth in most of the offices
worldwide. This growth has been generated mainly through new business
development, particularly in South Africa, Hong Kong, Australia,
the Netherlands and Germany.

Most impressive is South Africa, where amidst unrelenting eco-political
challenges and diminishing trade volumes, the high rate at which new
business has been signed on has hedged Santova against the industry
norm of negative or very limited growth. In what can currently be
described as a ‘disrupted’ South African logistics environment, our
global footprint, end-to-end supply chain solutions and next generation
technological capability have enabled us to differentiate ourselves from
our competitors through meeting the ever-growing complexity in client
supply chain processes. In Europe, our offices in both the Netherlands
and Germany continue to make meaningful progress in both new business
development and trade route development. This has been largely achieved
off the back of greater consolidated volumes, which has offered this
region highly competitive buy rates. The fact that the Netherlands
serves as a strategic gateway for most of Europe has ensured sustainable
year-on-year growth in this region.

Closely aligned to our growth model, is our unrelenting focus on
diversifying the business. This diversification relates not only to
services but also markets, geographies, currencies and niche trade
routes, internationally. The test of such decisions is always based
on the attractiveness of the opportunity (economic/cultural fit),
cost-to-entry (money/time) and value add (competitive advantage/
earnings enhancing) that may prevail in such opportunities. The
purpose being to lessen our risk whilst at the same time promoting
or accelerating quality earnings growth. Our acquisition of Tradeway
and the introduction of the Group’s client sourcing and procurement
services division are good examples of such diversification, both
of which have contributed to quality earnings growth.

Our third key priority concerns the continuous process of innovation
and its effective application (relevance) in the market. It is widely
acknowledged that the logistics industry is in a state of change and
faces the prevailing threat of being commoditised. However, despite
this ever-present threat, relatively few service providers have embraced
or leveraged off technological advancements. It is in this context that
Santova has continued to institutionalise the drive for efficiency-
effectiveness through innovation and most importantly, next generation
technological advancements. In so doing, we are now close to taking the
offshore operations to their next level of capability, which will enable
virtual end-to-end solutions and a common global system, including
predictive analytics. Our offices in the United Kingdom and in particular
the Netherlands, will no doubt benefit from such capability as their
expansive client bases have not been exposed to such technological
integration, data extraction and automated report writing.

No less important is our fourth priority of continuous improvement in
business efficiency and effectiveness. Particularly, as it relates to
our internal operating environment where changes (challenges) imposed
upon us have been effectively managed through the continuous
re-engineering of workflow processes, systems and standard operating
procedures. This has also been well supported by our South African
operation whose ISO 9001 2008 certification (quality management systems
standard) has enhanced customer satisfaction through the effective
application and continual improvement of the system, including the
assurance of conformity to customer and applicable statutory and
regulatory requirements. This, together with the single cloud based
IT platform currently being rolled-out worldwide, will facilitate
even greater effectiveness and efficiencies by being able to house
all information relating to the operational activities in the supply
chain in a single central database. The result of this will be the
elimination of a significant amount of duplication in data capturing
and operational procedures that is typical of today’s 3PL service providers.


LOOKING FORWARD

Looking forward, there are four priorities on which the group is focused:

- Acquisitions: further entrenching our business offshore through
  one or two acquisitions that are located on strategic trade
  routes, enabling the continued diversification of the Group in
  terms of geographic regions, currencies, industries and
  services;

- Technology: the migration of the Group onto next generation
  information and communication technologies (Tradenav®) which
  will facilitate the faster processing of data, easier retrieval
  of information, elimination of errors and efficiency in the time
  it takes to complete a shipment;

- Advanced supply chain services: the continued deployment of
  advanced client - centric supply chain services and solutions
  throughout the United Kingdom and Europe, particularly the
  Netherlands and Germany; and

- Talent pool: investing in, developing and cultivating dedicated,
  skilled, and knowledgeable employees (internationally) who are
  attuned to the Group’s entrepreneurial culture and knowledge
  intensive business model.


SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 28 February 2017

                                                  Consolidated
                                                  2017        2016
                                      Notes      R'000       R'000

ASSETS
Non-current assets                            213 265     262 221
Property, plant and equipment                  18 540      25 086
Intangible assets                     4       178 494     222 881
Financial assets                      5         6 332       4 536
Deferred taxation                               9 899       9 718

Current assets                                682 807     760 944
Trade receivables                             539 111     590 133
Other receivables                              51 463      46 743
Current tax receivable                            453         385
Financial assets                      5             -          26
Cash and cash equivalents                      91 780     123 657

Total                                         896 072   1 023 165

EQUITY AND LIABILITIES
Capital and reserves                          365 567     386 415
Stated capital                                214 625     214 076
Treasury shares                                (1 631)       (998)
Equity compensation reserve                     5 185       3 028
Foreign currency translation reserve          (15 901)     62 044
Accumulated profit                            156 117     102 027
Attributable to equity holders
 of the parent                                358 395     380 177
Non-controlling interest                        7 172       6 238
Non-current liabilities                        38 930      76 329
Interest-bearing borrowings                    36 552      57 043
Long-term provision                             1 425       1 500
Financial liabilities                 5             -      17 786
Deferred taxation                                 953           -
Current liabilities                           491 575     560 421
Trade and other payables                      205 464     216 154
Current tax payable                             4 001       8 000
Current portion of interest-
 bearing borrowings                            20 541      18 620
Amounts owing to related parties                  246         302
Financial liabilities                 5        15 135      31 348
Short-term borrowings and
 overdrafts                                   228 380     262 918
Short-term provisions                          17 808      23 079

Total equity and liabilities                  896 072   1 023 165


SUMMARISED CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER 
COMPREHENSIVE INCOME
for the year ended 28 February 2017

                                                  Consolidated
                                                  2017       2016*
                                      Notes      R'000       R'000

GROSS BILLINGS                              4 073 868   3 797 890
Revenue                               2       299 034     266 167
Net interest income                            16 381      12 488
Interest and financing fee income
 recovered from clients                        38 923      33 347
Interest and financing fee expenses
 incurred                                     (22 542)    (20 859)

Revenue after net interest income     2       315 415     278 655
Other income                                   22 765      11 196
Depreciation and amortization                  (5 921)     (4 043)
Administrative expenses                      (235 476)   (215 022)

Operating profit                               96 783      70 786
Interest received                                 427         205
Finance costs                                  (9 187)     (4 255)

Profit before taxation                         88 023      66 736
Income tax                                    (23 403)    (16 841)

Profit for the year                            64 620      49 895
Attributable to:
Equity holders of the parent                   62 791      48 713
Non-controlling interests                       1 829       1 182
 Other comprehensive income
 Items that may be reclassified
  subsequently to profit or loss
  - Exchange differences arising from
     translation of foreign operations        (78 840)     42 796
  - Net actuarial (loss)/gain on
     remeasurement of post-retirement
     medical aid benefit liability                (62)         18

Total comprehensive (Loss) /Income            (14 282)     92 709
Attributable to:
Equity holders of the parent                  (15 216)     90 330
Non-controlling interests                         934       2 379

Basic earnings per share (cents)      3         39,87       34,50
Diluted basic earnings per share
 (cents)                                        38,53       33,68
Dividends per share (cents)                      6,25        5,50
* Restated due to material prior
 period error (refer to note 2)



SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 28 February 2017

                                                 Foreign
                                        Equity  currency
                             Treasury  compen-    trans-     Accu-
                      Stated    Share   sation    lation   mulated
                     capital  reserve  reserve   reserve    profit
                       R’000    R’000    R‘000     R’000     R’000

Balances at         145 192        -    1 703    20 445    59 090
28 February 2015

Total comprehensive
 income                   -        -        -    41 599    48 731
Share-based equity
 reserve charged to       -        -    1 335         -         -
 profit or loss
Foreign currency
 differences on
 translation of
 share option expense     -        -      (10)        -         -
Treasury shares
 acquired                 -      (998)      -         -         -
General issue
 of shares           51 282        -        -         -         -
Vendor issue of
 shares to sellers
 of Tradeway         17 714        -        -         -         -
 Shipping Limited
Costs to issue
 securities            (112)       -        -         -         -
Dividends paid to
 shareholders             -        -        -         -    (5 794)

Balances at         214 076     (998)   3 028    62 044   102 027
29 February 2016

Total comprehensive
 income                   -        -        -   (77 945)   62 729
Share-based equity
 reserve charged to       -        -    2 448         -         -
profit or loss
Treasury shares acquired  -     (633)       -         -         -
Shares issued under
 share option scheme     549       -     (276)        -         -
Transfer of equity
 compensation reserve      -       -      (15)        -        15
Dividends paid to
 shareholders              -       -        -         -    (8 654)

Balances at          214 625  (1 631)   5 185   (15 901)  156 117
28 February 2017


SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 28 February 2017 - continued

                                                Minority     Total
                                      Total    interest     equity
                                      R’000       R’000      R’000

Balances at                        226 430       3 859    230 289
28 February 2015

Total comprehensive
 income                             90 330       2 379     92 709
Share-based equity
 Reserve charged to
 profit or loss                      1 335           -      1 335
Foreign currency
 differences on
 translation of
 share option expense                  (10)          -        (10)
Treasury shares
 acquired                             (998)          -       (998)
General issue
 of shares                          51 282           -     51 282
Vendor issue of
 shares to sellers
 of Tradeway
 Shipping Limited                   17 714           -     17 714
Costs to issue
 securities                           (112)          -       (112)
Dividends paid to
 shareholders                       (5 794)          -     (5 794)

Balances at                        380 177       6 238    386 415
29 February 2016

Total comprehensive
 income                            (15 216)        934    (14 282)
Share-based equity
 reserve charged to
 profit or loss                      2 448           -      2 448
Treasury shares acquired              (633)          -       (633)
Shares issued under
 share option scheme                   273           -        273
Transfer of equity
 compensation reserve                    -           -          -
Dividends paid to
 shareholders                       (8 654)          -     (8 654)

Balances at                        358 395       7 172    365 567
28 February 2017



SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOW
for the year ended 28 February 2017

                                                  Consolidated
                                                  2017        2016
                                                 R'000       R'000

OPERATING ACTIVITIES
Cash generated from operations                 90 080      48 226
Interest received                                 427         205
Finance costs                                  (7 337)     (3 628)
Taxation paid                                 (26 696)    (14 389)
Net cash flows from operating activities       56 474      30 414

INVESTING ACTIVITIES
Plant and equipment acquired                   (1 606)     (3 041)
Intangible assets acquired and developed       (2 658)     (3 220)
Proceeds on disposals of plant and
 equipment and intangible assets                  265         310
Settlement of acquired contingent
 purchase consideration                       (24 077)          -
Net cash flows on acquisition of
 subsidiaries                                       -     (59 275)
Net cash flows from investing activities      (28 076)    (65 226)

FINANCING ACTIVITIES
Borrowings (repaid)/raised                    (18 829)     48 775
Issue of shares for cash                          273      51 170
Purchase of treasury shares                      (633)       (998)
(Decrease)/Increase in amounts owing
 to related parties                               (56)         86
Dividends paid                                 (8 654)     (5 794)
Net cash flows from financing activities      (27 899)     93 239

Net increase in cash and cash equivalents         499      58 427
Difference arising on translation of
 foreign operations                           (31 619)     19 576
Cash and cash equivalents at beginning
 of year                                      122 892     44 889
Cash and cash equivalents at end of year       91 772     122 892

Cash and cash equivalents is made up
 as follows:
Cash and cash equivalents                      91 780     123 657
Less: Bank overdrafts                              (8)       (765)
Cash and cash equivalents at end of year       91 772     122 892


CONSOLIDATED SEGMENTAL ANALYSIS
for the year ended 28 February 2017

                        Logistics  Financial      Head
                         Services   Services    Office       GROUP
                            R’000      R’000     R’000       R’000

BUSINESS SEGMENTS
28 February 2017

Gross billings         4 191 572      9 500    38 265   4 239 337
  External             4 064 978      8 624       266   4 073 868
  Internal               126 594        876    37 999     165 469
Revenue after net
 interest income         306 677      9 500      (762)    315 415
Depreciation and
 amortisation             (4 900)       (76)     (945)     (5 921)
Operating profit          86 772      3 843     6 168      96 783

Interest received            424        909      (906)        427
Finance costs             (2 875)        (1)   (6 311)     (9 187)
Income tax expense       (20 987)    (1 009)   (1 407)    (23 403)
Profit for the year       63 334      3 742    (2 456)     64 620
Total assets             792 295     12 767    91 010     896 072
Total liabilities        505 841        763    23 901     530 505

29 February 2016 *
Gross billings         3 902 726      9 978    38 472   3 951 176
  External             3 788 217      8 973       700   3 797 890
  Internal               114 509      1 005    37 772     153 286
Revenue after net
 interest income         269 177      9 978      (500)    278 655
Depreciation and
 amortisation             (2 580)       (48)   (1 415)     (4 043)
Operating profit          64 916      4 493     1 377      70 786
Interest received          1 361        683    (1 839)        205
Finance costs             (2 850)         -    (1 405)     (4 255)
Income tax expense       (15 351)    (1 085)     (405)    (16 841)
Profit for the year       48 076      4 091    (2 272)     49 895
Total assets             859 903     10 077   153 185   1 023 165
Total liabilities        563 073        840    72 837     636 750



                                  LOGISTICS SERVICES
                                 Asia   United
                      Africa  Pacific  Kingdom   Europe      TOTAL
                       R’000    R’000    R’000    R’000      R’000

GEOGRAPHICAL SEGMENTS
28 February 2017

Gross billing      2 524 680  230 834  681 210  628 254  4 064 978
Revenue after net
 interest income     134 022   31 728   72 897   68 032    306 677
Operating Profit      31 121   13 606   15 833   26 211     86 772
Net profit            20 455   10 292   12 809   19 777     63 333
Total assets         492 369   61 514  159 035   79 377    792 295
Total liabilities    360 153   20 206   66 702   58 780    505 841

29 February 2016*
Gross billings     2 709 556  193 080  402 910  482 671  3 788 217
Revenue after net
 interest income     131 234   24 977   54 446   58 520    269 177
Operating Profit      26 816    7 047   14 136   16 917     64 916
Net profit            18 271    5 092   11 426   13 287     48 076
Total assets         519 764   59 744  194 263   86 132    859 903
Total liabilities    413 121   21 001   75 720   53 231    563 073

* Restated due to material prior period error (refer to note 2)


SUPPLEMENTARY INFORMATION
for the year ended 28 February 2017

1. BASIS OF PREPARATION
   The audited preliminary summarised consolidated financial
   statements have been prepared in accordance with the framework
   concepts and the recognition and measurement criteria of
   International Financial Reporting Standards (IFRS) and the
   SAICA Financial Reporting Guides as issued by the Accounting
   Practices Committee and Financial Reporting Pronouncements as
   issued by the Financial Reporting Standards Council, and as a
   minimum, contains the information required by IAS 34: Interim
   Financial Reporting and comply with the Listings Requirements
   of the JSE Limited and the Companies Act of South Africa, 2008.

   The full consolidated annual financial statements from which
   these summarised consolidated financial statements were derived
   are available on request from the Group’s registered office.

   The accounting policies applied in the preparation of the full
   consolidated annual financial statements from which the
   summarised consolidated financial statements were derived are
   in accordance with IFRS and are consistent with those of the
   audited consolidated annual financial statements for the year
   ended 29 February 2016.

   These summarised consolidated financial statements and the full
   consolidated annual financial statements have been prepared
   under the supervision of D C Edley, CA (SA) and were approved
   by the board of directors on 17 May 2017.

                                                              2016
                                               2017      Restated*
                                              R'000          R'000
2. REVENUE
   Gross Billings                         4 073 868     3 797 890
     Less: Recoverable disbursements     (3 758 453)   (3 519 235)
   Revenue after net interest income        315 415       278 655
   Revenue from the provision of
    services comprises:                     299 034       266 167
     Logistics services                     290 295       256 690
     Insurance commission and
      management fees                         8 624         8 973
     Other revenue                              115           504

   Net interest income from the
    provision of credit facilities
    comprises:                               16 382        12 488
     Interest and financing fee
      income recovered from clients          38 923        33 347
     Interest and financing fee
      expenses incurred                     (22 542)      (20 859)

   Revenue after net interest income        315 415       278 655

   Correction of prior period material error
   During the 2015 and 2016 financial years the Group undertook
   two voluntary restatements within its Statement of Cash Flows
   and Statement of Profit or Loss and Other Comprehensive Income.
   These two restatements were initiated as part of a structured
   process to better reflect the Group’s business model within its
   primary reporting statements, thereby giving users a better
   understanding of the Group’s principal source of revenue and
   cash flows. The difficulty experienced during this process is
   the complexity of the Group’s business model as it primarily
   provides logistics services in an Agency capacity on behalf of
   clients and at the same time provides clients with significant
   financing facilities and value added financial services.

   During the course of 2017 it was identified that certain
   aspects of the 2016 restatement did not fully comply with IFRS
   and due to this error, the 2016 financial results are required
   to be restated. The aspect of the 2016 restatement that did not
   fully comply with IFRS was the disclosure of interest and
   finance fee income from client financing activities in revenue
   net of the interest and finance fee expenses. International
   Accounting Standard 18 on Revenue specifically allows for the
   disclosure of interest and finance fee income in revenue, but
   does not allow for the set off of interest and finance fee
   expenses therefrom. Interest and finance fee income was
   disclosed on this basis in 2016 in order to better demonstrate
   the Group’s business model and to strike a balance between the
   disclosure of revenue earned in an Agency capacity, net of
   recoverable disbursements, and that of the disclosure of
   financial services related revenue.

   In order to correct this error, whilst still adequately
   demonstrating to users the Group’s business model, the Revenue
   line item in the Statement of Profit or Loss and other
   Comprehensive Income has been restated to exclude interest and
   finance fee income and expenses and these two line items have
   been disclosed separately below revenue on the face of the
   Statement of Profit or Loss and other Comprehensive Income.
   This restated disclosure is consistent with accepted industry
   practice within the financial services sector for the reporting
   and disclosure of interest and finance fee income and expenses.
   In essence it gives the user a greater level of detail on the
   face of the Statement of Profit or Loss and other Comprehensive
   Income and due to the transparency thereof, allows users to
   clearly assess the source of the interest and finance fee
   income and expenses and to easily compute the total revenue and
   finance charges earned and incurred by the Group.

   The effect of the restatement on the 2016 financial results can
   be seen below and has no impact on basic and/or diluted
   earnings per share:

                                 2016                2015
                             Restated    2016*   Restated    2015*
                                R'000    R'000      R'000    R’000

   Revenue                   266 167   278 655   212 797   224 235
   Net interest income        12 488              11 438         -
    Interest and financing
     fee income recovered
     from clients             33 347         -    33 495         -
    Interest and financing
     fee expenses incurred   (20 859)        -   (22 057)        -

   Revenue after net
    interest income          278 655   278 655   224 235   224 235
   * As reported


                                            2017              2016
3. EARNINGS PER SHARE
   Basic earnings per share      (cents)   39,87             34,50
   Headline earnings per share   (cents)   39,89             34,58
   Diluted basic earnings per
    share                        (cents)   38,53             33,68
   Diluted headline earnings
    per share                    (cents)   38,55             33,76


                             Profit on
   Reconciliation             Ordinary  Taxation  Minority     Net
   between basic and        activities    effect  interest  effect
   headline earnings:            R’000     R’000     R’000   R’000
   February 2017

   Profit for the year          88 023  (23 403)   (1 829)  62 791
   Adjusted for:
   – Loss on disposals of
      plant and equipment           46      (14)       (3)     229
   Headline earnings            88 069  (23 417)   (1 833)  62 820


   February 2016
   Profit for the year          66 736  (16 841)   (1 182)  48 713
   Adjusted for:
   – Loss on disposals of
      plant and equipment          256      (84)      (52)     120
   Headline earnings            66 992  (16 925)   (1 234)  48 833


                                            2017              2016
   Numbers of shares on which             Shares            Shares
   calculations are based:                 000’s             000’s
   Shares in issue at end of year        158 247           157 287
   Weighted Average Number of
   Ordinary Shares ("WANOS") at
    end of year                          157 495           141 211
   Diluted WANOS at end of year          162 975           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 from the Group’s share option scheme.


4. INTANGIBLE ASSETS
                                                     Consolidated
                                                   2017       2016
                                                  R’000      R’000
   Goodwill Movement
   Carrying value at beginning of year         217 472    118 944
   Amounts recognised from acquisitions
    of subsidiaries:
    - Tradeway (Shipping)                            -     75 854
    - AEMC Trading                                   -      1 498
   Translation (loss)/ gain                    (43 816)    21 176
   Carrying value at end of year               173 656    217 472
   Carrying value of computer software and
   indefinite useful life intangible assets      4 838      5 409
   Total intangible assets                     178 494    222 881


5. FAIR VALUE DISCLOSURE FOR FINANCIAL INSTRUMENTS
                                                   2017       2016
                                          Notes   R’000      R’000
   Financial assets in the statement
    of financial position measured at
    fair value:
   Future profit share on rental
    agreement                             1      1 991      1 228
   Guardrisk cell captive                 2      4 341      3 308
   Forward exchange contracts                        -         26
                                                 6 332      4 562

   Financial liabilities in the
    statement of financial position
    measured at fair value:
   Contingent purchase considerations
    on acquisitions                       3    (15 093)   (49 134)
   Forward exchange contracts                      (42)         -
                                               (15 135)   (49 134)

1. Santova Logistics (South Africa) entered into a profit sharing
   agreement with the landlord of their Durban premises on
   inception of the lease in the 2007 financial year. This
   agreement gives Santova Logistics a specified portion of the
   actual or deemed profit made should the building be sold or
   vacated. This asset has been assessed in being level 2 in the
   fair value hierarchy. The inputs used to determine the fair
   value of the profit share are as follows:
   Current net market rental (including parking bays)  R110 per m2
   Capitalisation rate (on a vacant basis)             15,00 %

2. This represents the fair value of the investment by Santova
   Logistics (South Africa) in the Guardrisk cell captive,
   recognised as a financial asset with changes in fair value
   being recognised in profit or loss for the year. This asset has
   been assessed in being level 2 in the fair value hierarchy. The
   fair value of the cell captive is determined by the net asset
   value that represents fair value.

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.
   This asset has been assessed in being level 3 in the fair value
   hierarchy. The financial liability can be reconciled as
   follows:
                                                              2017
                                                           R'000's
   Financial liability at beginning of year                49 134
   Interest on present value calculation                    1 848
   Foreign exchange gain on translation                    (9 930)
   Payments made during the year                          (24 073)
   Fair Value gain on remeasurement                        (1 886)
   Financial liability at end of year                      15 093

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

                                                          Discount
   Acquiring company               Target company        rate used

   Santova International      Tradeway (Shipping)            6,60%
    Holdings (Pty) Ltd                   Limited

   Prior to the acquisition of Tradeway (Shipping) Limited, the
   target company acquired Tradeway North West. This acquisition
   gave rise to a financial liability as a result of contingent
   purchase obligations. The weighted average cost of capital used
   in the calculation of the fair value of this financial
   liability is equal to that being used to calculate the fair
   value of the financial liability to the sellers of Tradeway
   (Shipping) Limited.

   The final warranty payment is payable within 60 days of
   30 November 2017.

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

   Management have assessed the degree of classification of the
   liabilities within level 3 and are 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.


6. INTEREST RECEIVED
                                                     Consolidated
                                                   2017      2016*
                                                  R’000      R’000
   Interest received from financial
    institutions as per statement
    of comprehensive income                         427        205
   Interest and financing fee income recovered
    from clients included in Note 2 (Revenue)    38 923     33 347
   Total interest income                         39 350     33 552


7. FINANCE COSTS
   Financial liabilities (refer note 5)           1 786        630
   Interest-bearing borrowings                    7 241      3 607
   Other interest paid                              160         18
   As per Statement of Comprehensive Income       9 187      4 255
   Interest and financing fee expenses
    incurred included in Note 2 (Revenue)        22 542     20 859
   Total finance costs                           31 729     25 114
   * Restated due to material prior period
    error (refer to note 2)


8. 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.


9. APPROVAL OF ANNUAL FINANCIAL STATEMENTS
   The annual financial statements were approved by the Board of
   directors on 17 May 2017.


10. AUDIT OPINION
    These summarised consolidated financial statements for the
    Year ended 28 February 2017 have been audited by Deloitte &
    Touche, who expressed an unmodified opinion thereon. The
    auditor also expressed an unmodified opinion on the full
    consolidated financial statements for the year ended
    28 February 2017 from which these summarised consolidated
    financial statements were derived. A copy of the auditor’s
    report on the summarised consolidated financial statements
    and the auditor’s report on the full consolidated financial
    statements are available for inspection at the company’s
    registered office, together with the financial statements
    identified in the respective auditor’s reports. Deloitte &
    Touche has not audited future financial performance and
    expectations expressed by management included in the
    commentary in the summarised consolidated financial statements
    and accordingly do not express an opinion thereon. The
    auditor’s report does not necessarily report on all of the
    information contained in the summarised consolidated financial
    statements. Shareholders are therefore advised that in order
    to obtain a full understanding of the nature of the auditor’s
    engagement, they should obtain a copy of the auditor’s report
    together with the accompanying financial information from the
    issuer’s registered office.



DIVIDEND DECLARATION

Notice is hereby given that the directors have declared a final gross
dividend of 6,25 cents (2016: 5,50 cents) per ordinary share, payable
in cash out of income reserves for the year ended 28 February 2017 to
ordinary shareholders.

In addition to the declaration of the above Cash Dividend, the directors
have approved an alternative for shareholders to elect to receive a
Scrip Distribution Alternative. Full details of the Cash Dividend and
Scrip Distribution Alternative, including the timetable, confirmation
of the issue price and ratio of entitlement, will be disclosed via a
separate detailed SENS to be released immediately following this SENS.


By order of the Board
J Lupton
Company Secretary
17 May 2017



CORPORATE INFORMATION

SANTOVA LIMITED
Country of incorporation
Republic of South Africa

Registration number
1998/018118/06

Share code
SNV

ISIN
ZAE000159711

NATURE OF BUSINESS
International logistics solutions provider

DIRECTORS
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
Highway Corporate Services (Pty) Ltd
PO Box 1319, Hillcrest, 3650

JSE SPONSOR
River Group
Unit 2, 211 Kloof Street, Waterkloof,
Pretoria 0145

GROUP AUDITOR
Deloitte & Touche
PO Box 243, Durban, 4000

SHARE REGISTRAR
Computershare Investor Services (Pty) Ltd
PO Box 61051, Marshalltown, 2107

LEGAL Attorney
Livingston Leandy Inc
PO Box 4107, Umhlanga Rocks, 4320

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

SANTOVA HEAD OFFICE AND REGISTERED OFFICE
Physical address
Santova House, 88 Mahatma Gandhi Road Durban, 4001

Postal address
PO Box 6148, Durban, 4000

Contact number 
+27 31 374 7000

CORPORATE BANKERS
Nedbank Limited



A Specialist Provider of Innovative Global Trade Solutions.

Santova’s diversification in terms of geographies, currencies,
industries, products and services enables it to manage a global
network of inter-connected activities for multinational organisations
from origin to point-of-consumption.

This diversification also enables it to hedge against unexpected
‘regional risks’ whilst at the same time allowing it to capitalise
on opportunities that may present themselves globally.


Santova House
88 Mahatma Gandhi Road
Durban, 4001

Tel: +27 31 374 7000
Email: enquiries@santova.com
www.santova.com

17 May 2017
Johannesburg
Sponsor and Corporate Advisor
River Group
Date: 17/05/2017 03:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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