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SANTOVA LIMITED - Preliminary Audited Results for the year ended 28 February 2019 and Dividend Declaration

Release Date: 16/05/2019 07:05
Code(s): SNV     PDF:  
 
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Preliminary Audited Results for the year ended 28 February 2019 and Dividend Declaration

SANTOVA LIMITED
("Santova" or "the Company")
(Registration Number 1998/018118/06)
Share Code: SNV
ISIN: ZAE000159711

PRELIMINARY AUDITED RESULTS AND DIVIDEND ANNOUNCEMENT 
for the year ended 28 February 2019

2019 Santova Preliminary Results Commentary


Highlights

During the 2019 financial year the Group encountered one of the
most challenging trading environments since the global financial
crises of 2007 to 2008. Economic conditions in key regions in
which the Group operates had an impact on trade volumes which in
turn negatively impacted on billings growth and revenue margins.
As a result, the Group experienced a decline in profitability
across key regions which in turn translated into a 14,2% decrease
in the Groups profit for the year from R71,3 million in 2018 to
R61,1 million in 2019. The Group's strategy of diversification
across geographical regions has historically provided a buffer
against the impact of unforeseen economic conditions in individual
regions, however in the current year the difficult economic
environments experienced across key regions simultaneously was
unprecedented.


Financial Performance

The Group's basic earnings per share and headline earnings per
share both declined 14,8% during the 2019 financial year from
44,87 cents per share to 38,21 cents and from 44,84 cents per
share to 38,21 cents, respectively.

The primary factor that caused this decline in profitability is
the growth in overhead expenses exceeding the growth in revenue:

* Revenue grew 3,9% from R329,3 million in 2018 to R342,2 million
  in 2019 as a result of the 2,4% increase in Group billings and an
  improvement in the billing/revenue margin from 8,0% in 2018 to
  8,1% in 2019;
* The two acquisitions concluded during the course of the year
  contributed to this growth and the improved margins. However,
  overall billings were significantly impacted by the 2,2% decline
  in billings in South Africa as a result of economic pressure on
  trade volumes. South Africa is the Group's largest regional
  contributor to billings as it is required to fund Customs VAT and
  Duties on behalf of clients;
* Overhead expenses grew 9,9%, however, excluding the impact of
  acquisitions, like for like overhead expenses increased by 3,9%
  which is consistent with the average inflationary levels across
  the various regions the Group operates in.

Other factors that had an impact on Group results included:

* A 20,5% decline in other income from R14,4 million in 2018 to
  R11,4 million in 2019, as a result of lower levels of rebates
  received from credit underwriters; and
* The positive impact of the effective tax rate declining from
  24,9% in 2018 to 24,2% in 2019, as the Group continues its
  international diversification into regions with lower corporate
  income tax rates than in South Africa.


Regional Performance

On a regional basis, the key financial highlights include:

* In South Africa, which continues to be the Group's largest
 single regional contributor, the following observations can be
 made:

- The ongoing subdued growth, lower consumer spending and lower
  levels of business confidence generally, resulted in trade and
  shipment volumes declining by on average 12% which in turn saw
  billings decline from R2,706 billion in 2018 to R2,647 billion in
  2019;
- This was counteracted by a slightly improved billings/revenue
  margin which increased from 5,1% in 2018 to 5,3% in 2019, as a
  result of the relatively stable Rand over the period and improved
  freight 'buy rates', with the net result being a very modest
  growth in revenue of 1,8% in 2019; and
- The result of the above when combined with a 6,9% inflationary
  increase in overhead expenses, is that profit for the year
  declined by 15,3%.

* Whilst in the other two key logistics regions of the United
  Kingdom and Europe, the opposite effect emerged in like on like
  performance. Excluding the impact of the acquisitions, both
  regions managed to achieve growth in billings but due to economic
  and currency pressures plus regional pricing competition, they
  could not maintain margins and as a result all three saw a decline
  in revenue; and

* On the positive side, billings in the United Kingdom and the
  Netherlands grew by 5,1% and 2,1%, respectively. This was despite
  the loss of a significant client in the Netherlands and was
  achieved through the take on of a significant number of new
  smaller, more diverse customers.


Financial Position

The Group's overall financial position was primarily impacted by
three factors during the course of the year:

* The acquisition and consolidation of ASM Logistics (S) Pte
  Limited and SAI Logistics Limited which resulted in an increase
  across most major line items, resulting from the take on of 'at
  acquisition' balances, the debt and financial liabilities related
  to the financing of these transactions;
* The weakening of closing South Africa Rand exchange rate to the
  British Pound by 14,3% and to the Euro by 11,0%. Both of which
  caused significant currency translation gains and an increase
  across most line items; and
* The ongoing profitability of the Group which saw total Capital
  and Reserves increase 20,7% to in excess of R500 million for the
  first time and the total assets to grow 7,5% to in excess of R1
  billion.


Cash Flows

Net cash generated from operations decreased by R47,6 million from
R67,8 million in 2018 to R20,2 million in 2019. This is primarily
due to three factors:

* A R24,4 million outflow as a result of working capital changes
  of which R16,1 million is directly attributable to timing
  difference on payment of Customs Duties for one client in Santova
  Germany who is an importer of exclusive watches;
* A R6,7 million non-cash flow fluctuation on the revaluation of
  financial assets and liabilities principally the Group's Cell
  Captive and a profit share on a property, offset by a cash
  dividend received from the Cell Captive in the previous financial
  year; and
* The 15,1% or R14,3 million decline in profit before tax.

These working capital movements are once again indicative of the
sensitivity of the Group's Cash Flow Statement to immaterial
movement in its trade receivables, as the numerical formula for
cash flow movements is the difference between opening and closing
year end balances and is therefore:

* Highly sensitive to variations in revenue in the last month of
  the financial year; and
* Not reflective of the actual trading conditions experienced
  during the course of the year.
  Looking Forward

Whilst the outlook for the South African economy for the year
ahead is relatively "flat" to "slightly optimistic", we are
confident that the Group will continue to build on its growth
strategy which is founded on growing organically and through
strategic geographic acquisitions. In so far as the challenges of
2019 is concerned, we are of the opinion that the Group will 're-
instate' its traditional growth curve going forward. However, we
believe it prudent to highlight that whilst confident of the
performance of our offshore offices, South Africa remains both a
concern and a challenge for the year ahead. For the coming year,
our focus will be predominantly concerned with the express
services, the rapid growth of the Intra-Asia economies and
finally, the application of technological automation.



Summarised Consolidated Statement
of Financial Position

as at 28 February 2019

                                                2019         2018
                                    Notes      R'000        R'000
ASSETS
Non-current assets                           294 780      213 995
Property, plant and equipment                 27 638       20 379
Intangible assets                       5    253 344      181 411
Financial assets                        6      7 574        4 366
Deferred taxation                              6 224        7 839
Current assets                               742 197      750 381
Trade receivables                            607 663      579 376
Other receivables                             43 935       62 142
Current tax receivable                           735          492
Financial assets                        6         63            -
Cash and cash equivalents                     89 801      108 371

Total assets                                1 036 977     964 376


EQUITY AND LIABILITIES
Capital and reserves                         502 257      416 172
Stated capital                               220 996      219 514
Treasury shares                               (3 197)      (3 197)
Equity compensation reserve                    6 976        6 246
Property revaluation reserve                      36           36
Foreign currency translation reserve          14 130      (19 827)
Accumulated profit                           263 229      213 344
Attributable to equity holders
 of the parent                               502 170      416 116
Non-controlling interest                          87           56
Non-current liabilities                         53 958         22 323
Interest-bearing borrowings                     30 379         21 039
Long-term provision                              1 158          1 284
Financial liabilities                     6     21 982              -
Deferred taxation                                  439              -
Current liabilities                            480 762        525 881
Trade and other payables                       187 850        202 320
Current tax payable                              3 366          7 246
Current portion of
interest-bearing borrowings                     18 561         15 561
Amounts owing to related parties                   261            220
Financial liabilities                     6     13 200         17 350
Short-term borrowings and overdrafts           245 559        265 097
Short-term provisions                           11 965         18 087

Total equity and liabilities                  1 036 977       964 376



Summarised Consolidated Statement of Profit
or Loss and other Comprehensive Income

for the year ended 28 February 2019

                                                   2019          2018
                                      Notes       R'000         R'000
Gross billings                            3   4 220 581     4 123 540
Revenue                                   3     324 130       311 354
Net interest income                       3      18 104        17 923
Interest and financing fee income                35 280        39 831
Interest and financing fee expenses             (17 176)      (21 908)

Revenue and net interest income           3    342   234     329   277
Other income                                    11   418      14   362
Depreciation and amortisation                   (4   191)     (3   355)
Administrative expenses                       (263   317)   (239   628)

Operating profit                                86 144        100 656
Interest received                         7        202            279
Finance costs                             8     (5 726)        (5 998)

Profit before taxation                          80 620         94 937
Income tax                                     (19 506)       (23 670)

Profit for the year                             61 114         71 267
Attributable to:
Equity holders of the parent                    61 094         71 252
Non-controlling interests                           20             15
Other comprehensive income
Items that may be reclassified
 subsequently to profit or loss
Exchange differences arising from
 translation of foreign operations              33 975         (3 933)
Net actuarial loss on remeasurement
 of post-retirement medical
 aid benefit liability                        (7)        -
Gain on revaluation of property                -        36
Total comprehensive income                95 082    67 370

Attributable to:
Equity holders of the parent              95 051    67 362
Non-controlling interests                     31         8

Basic earnings per share (cents)      4   38,21     44,87
Diluted earnings per share (cents)    4   37,39     43,89
Dividends per share (cents)                7,50      7,00
Summarised Consolidated Statement of Changes in Equity

for the year ended 28 February 2019

            Stated    Treasury     Equity     Property    Foreign    Accumulated    Total     Non-      Total
           Capital      Shares    compen-     revalua-   currency         profit             cont-     equity
                                   sation         tion     trans-                          rolling
                                  reserve      reserve     lation                         interest
                                                          reserve
             R'000       R'000     R'000         R'000      R'000          R'000    R'000    R'000     R'000

Balances
 at 28
 February
 2017       214 625     (1 631)    5 185             -   (15 901)        156 117   358 395   7 172    365 567
Total
 profit
 and loss         -          -          -            -          -        71 252    71 252       15     71 267
Other
 Compre-
 hensive
 income           -          -          -           36     (3 926)            -    (3 890)      (8)    (3 898)
Share-based
 equity reserve
 charged to
 profit and
 loss             -          -     1 620             -          -             -     1 620       -      1 620
Treasury
 shares
 acquired         -      (1 534)         -           -          -             -    (1 534)      -      (1 534)
Shares issued
 under share
 option
 scheme       1 118           -       (559)          -          -             -       559       -        559
Shares
 acquired
 from scrip
 dividend         -       (32)       -    -         -         -        (32)      -      (32)
Transfer of
 equity
 compensation
 reserve          -         -        -    -         -         -          -       -         -
Costs to
 issue
 securities     (70)        -        -    -         -         -        (70)      -      (70)
Dividends
 paid to
 share-
 holders      3 841         -        -    -         -    (9 876)    (6 035)      -    (6 035)
Minority
 interest
 acquired         -         -        -    -         -    (4 149)    (4 149) (7 123) (11 272)
Balances
 at 28
 February
 2018       219 514    (3 197)   6 246   36   (19 827)   213 344    416 116    56    416 172
Total
 profit
 and loss         -         -        -    -         -    61 094     61 094      20    61 114
Other
 compre-
 hensive
 income           -         -        -    -    33 957         (7)   33 950      11    33 961
Share-
 based
 equity
 reserve
 charged
 to
 profit
 and loss         -         -    1 475    -        -        -      1 475     -     1 475
Shares
 issued
 under
 share
 option
 scheme       1 490         -    (745)    -        -        -        745     -       745
Costs to
 issue
 securities      (8)        -        -    -        -        -          (8)   -        (8)
Dividends
 paid to
 shareholders     -         -        -    -        -   (11 202)   (11 202)   -    (11 202)
Balances
 at 28
 February
 2019       220 996    (3 197)   6 976   36   14 130   263 229    502 170    87   502 257

Summarised Consolidated Statement of Cash Flows

for the year ended 28 February 2019

                                                         Restated
                                          2019              2018*
                                         R'000              R'000

OPERATING ACTIVITIES
Cash generated from operations          47 755             92 139
Interest received                          202                279
Finance costs                           (5 726)            (5 300)
Taxation paid                          (22 021)           (19 358)
Net cash flows from
 operating activities                   20 210             67 760

INVESTING ACTIVITIES
Plant and equipment acquired            (3 637)            (4 876)
Intangible assets acquired
 and developed                          (2 092)            (3 523)
Proceeds on disposals of plant
 and equipment and intangible assets       483                425
Settlement of acquired
 contingent purchase consideration     (17 380)                 -
Net cash flows on acquisition
 of subsidiary                         (23 889)                 -
Net cash flows from
 investing activities                  (46 515)            (7 974)

FINANCING ACTIVITIES
Borrowings raised/(repaid)              11 090            (20 744)
Issue of shares for cash                   737                489
Purchase of treasury shares                  -             (1 566)
Increase/(decrease) in amounts
 owing to related parties                   41                (26)
Dividends paid                         (11 202)            (6 036)
Net cash flows on acquisition
 of minority interest                        -            (11 271)
Net cash flows from financing
 activities                                666            (27 883)

Net (decrease)/increase in cash
 and cash equivalents                  (25 639)            20 632
Difference arising on translation        7 069             (4 033)
Cash and cash equivalents at
 beginning of year                     108 371             91 772
Cash and cash equivalents at
 end of year                            89 801            108 371

Restatement
* The cash flows from financing activities in the prior period
have been restated to include the R11,271 million cash outflow on
acquisition of a minority interest, which had previously been
incorrectly disclosed in investing activities. This material prior
period error has been corrected in terms of IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors and was
identified during the JSE Proactive Monitoring review of the
Group's 2018 Annual Financial Statements. The restatement has had
no impact on the net increase in cash and cash equivalents nor on
of any other previously released financial statements or earning
figures.



Consolidated Segmental Analysis

for the year ended 28 February 2019

                      Logistics       Financial     Head         GROUP
                       Services        Services   Office
                          R'000           R'000    R'000         R'000
BUSINESS SEGMENTS
28 February 2019
Gross billings        4 360 960           9 931   31 614     4 402 505
External              4 211 106           9 125      350     4 220 581
Internal                149 854             806   31 264       181 924
Revenue and net
 interest income        333 108           9 931      (805)     342 234
Depreciation and
 amortisation            (3 730)           (71)      (390)      (4 191)
Operating profit         80 990          4 155        999       86 144
Interest received           383            790       (971)         202
Finance costs            (1 115)            (3)    (4 608)      (5 726)
Income tax expense      (18 004)          (720)      (782)     (19 506)
Profit for the year      62 254          4 222     (5 362)      61 114
Total assets            940 077         17 595     79 305    1 036 977
Total liabilities       559 594            850    (25 724)     534 720

28 February 2018
Gross billings        4 257 920           9 861   31 735     4 299 516
External              4 114 201           8 906      433     4 123 540
Internal                143 719             955   31 302       175 976
Revenue and net
 interest income        320 524           9 861   (1 108)      329 277
Depreciation and
 amortisation            (2 894)           (69)     (392)       (3 355)
Operating profit         97 183          3 727      (254)      100 656
Interest received           264            946      (931)          279
Finance costs            (1 564)             -    (4 434)       (5 998)
Income tax expense      (22 392)          (935)     (343)      (23 670)
Profit for the year      73 491          3 738    (5 962)       71 267
Total assets            870 188         15 267    78 921       964 376
Total liabilities       543 362          1 043     3 799       548 204
                              


                           LOGISTICS SERVICES
                  Africa       Asia     United    Europe         TOTAL
                           Pacific   Kingdom
                  R'000      R'000     R'000     R'000          R'000
GEOGRAPHICAL
 SEGMENTS
28 February
 2019
Gross
 billings
 External     2 509 488    255 344      791 517   654 757   4 211 106
Revenue and
 net interest
 income         141 445     35 460      82 016     74 187     333 108
Operating
 profit          35 741     13 287      12 851     19 111      80 990
Profit for
 the year        26 438     11 082      10 201     14 533      62 254
Total assets    533 605     73 437     239 853     93 182     940 077
Total
 liabilities    340 677     26 225     135 243     57 449     559 594

28 February
 2018
Gross
 billings
 External     2 573 865    227 627     697 759    614 950   4 114 201
Revenue and
 net interest
 income         138 937     31 635      76 453     73 499     320 524
Operating
 profit          41 586     12 888      16 935     25 774      97 183
Profit for
 the year        29 799     10 599      13 668     19 425      73 491
Total assets    564 348     48 041     175 981     81 818     870 188
Total
 liabilities    400 514     17 671      71 495     53 682     543 362



Notes to the Summarised Consolidated
Financial Statements
for the year ended 28 February 2019


1.BASIS OF PREPARATION

The audited 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 Listing 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.

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 15 May 2019.


2.ACCOUNTING POLICIES

The accounting policies applied in the preparation of the full
consolidated financial statements from which the audited
summarised consolidated financial statements were derived are in
terms of IFRS and are consistent with those of the previous full
consolidated financial statements except for the adoption of the
new IFRS 9: Financial Instruments and IFRS 15: Revenue from
Contracts with Customers.

The group adopted IFRS 9: Financial Instruments and IFRS 15:
Revenue from Contracts with Customers with a date of initial
application of 1 March 2018. As a result, the group has changed
its accounting policy for revenue recognition and financial
instruments. The group has elected not to restate comparative
information in terms of the modified retrospective approach and
therefore the comparative information has not been restated and is
reported under the previous standards


                                                2019          2018
                                               R'000         R'000
3.REVENUE

Gross billings                             4 220 581     4 123 540
Less: recoverable disbursements           (3 878 347)   (3 794 263)

Revenue and net interest income              342 234      329 277

Revenue from the provision of
 services comprises:                         324 130      311 354
  Logistics services                         314 784      302 601
  Insurance commission and
   management fees                             9 125         8 907
  Other revenue                                  221          (154)

Net interest income from the
 provision of credit facilities
comprises:                                    18 104       17 923
 Interest and financing fee income            35 280       39 831
 Interest and financing fee expenses         (17 176)     (21 908)

Revenue and net interest income              342 234      329 277


The implementation of IFRS 15 has not had any material impact on
the amount or timing of revenue recognition. The Group has applied
the modified retrospective approach to the adoption of IFRS 15 and
as a result, there has been no restatement of the comparative
information.

The notes to the full consolidated annual financial statements
provide further detail on nature, amount and timing of revenue.
4.EARNINGS PER SHARE
                                                  2019        2018
Basic earnings per share              (cents)    38,21       44,87
Headline earnings per share           (cents)    38,21       44,84
Diluted earnings per share            (cents)    37,39       43,89
Diluted headline earnings per share   (cents)    37,38       43,89

                                             Profit on
Reconciliation between basic,                 ordinary     Taxation   Minority      Net
 headline and normalised                    activities       effect   interest   effect
 headline earnings:                              R'000        R'000      R'000    R'000

February 2019
Profit for the year                             80 620     (19 506)       (20)   61 094
Adjusted for:
 Loss on disposals of plant and equipment            (5)         1          -       (4)

Headline earnings                               80 615     (19 505)       (20)   61 090

February 2018
Profit for the year                             94 937     (23 670)       (15)   71 252
Adjusted for:
 Loss on disposals of plant and equipment           (72)        37          -       (35)

Headline earnings                               94 865     (23 633)       (15)   71 217

                                                   2019       2018
Numbers of shares on which calculations          Shares     Shares
 are based:                                       000's      000's
Shares in issue at end of year                  161 361    160 228
Weighted Average Number of
Ordinary Shares ("WANOS") at end of year*       159 877    158 814
Diluted WANOS at end of year                    163 394    162 334
Reconciliation of WANOS to Diluted WANOS:
Weighted Average Number of
Ordinary Shares ("WANOS") at end of year*    159 877        158 814
Effect of unexercised Share Options            3 517          3 520
Diluted WANOS at end of year                 163 394        162 334

* The group holds 996 726 (2018: 996 726) treasury shares via a subsidiary which have been excluded
from the Weighted Average Number of Ordinary Shares ("WANOS") calculations.



5.INTANGIBLE ASSETS

                                                2019            2018
                                               R'000           R'000
Goodwill Movement
Carrying value at beginning of year          173 449        173 656
Amounts recognised from acquisitions
 of subsidiaries 1                            52 117              -
Translation gain/(loss)                       18 195           (207)
Carrying value at end of year                243 761        173 449
Carrying value of computer software and
indefinite useful life intangible assets       9 583          7 962
Total intangible assets                      253 344        181 411

1 Business Combinations
During the financial year, the Group acquired two subsidiaries in order to further expand its global
footprint. The purchase price, net assets acquired and goodwill recognised as a result of these
transactions is set out in the table below:

                                                  Net Assets                         Total Purchase
                                                    Acquired           Goodwill       Consideration
                                                       R'000              R'000               R'000
ASM Logistics (S) Pte Limited (Singapore)              3 598              9 981              13 579
SAI Logistics Limited (United Kingdom)                 9 917             42 136              52 053
                                                      13 515             52 117              65 632
6.FINANCIAL ASSETS/(LIABILITIES)
                                                  2019       2018
                                       Level     R'000      R'000
Financial assets
Non-current financial assets
Future profit share on
 rental agreement 1                       2      3 502      1 992
Investment in cell captive 2              2      4 072      2 374
                                                 7 574      4 366
Current financial assets
Forward exchange contracts                1        63             -
                                                   63             -
Financial liabilities
Non-current financial liabilities
Contingent purchase considerations
 on acquisitions 3                        3    (35 182)   (17 287)
Forward exchange contracts                1          -        (63)
Less: current portion included
 in current liabilities
Contingent purchase considerations
 on acquisitions 3                        3     13 200    17 287
Forward exchange contracts                1          -        63
                                               (21 982)        -
Current financial liabilities
Current portion of contingent
 purchase considerations
 on acquisitions                          3    (13 200)   (17 287)
Forward exchange contracts                1          -        (63)
                                               (13 200)   (17 350)



6.FAIR VALUE DISCLOSURE FOR
  FINANCIAL INSTRUMENTS Continued

Hierarchy for fair value measurement

Fair value determination:

Level 1 - Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within level 1
that are observable for the asset
or liability, either directly or indirectly.
Level 3 - Inputs for the asset or liability that are not based on
observable market data.

There were no transfers between the fair value hierarchy levels
during the year.
1 Santova Logistics (South Africa) entered into a profit-sharing
agreement with the landlord of the Durban premises on inception of
the lease in 2007. This agreement gives Santova Logistics (South
Africa) a specified portion of the actual or deemed profit should
the building be sold or vacated. The inputs used to determine the
fair value of the profit-share are as follows:

Current net market rental (including parking bays)     R130 per m2
Capitalisation rate (on an occupied basis)                 10,75 %

2 This represents the fair value of the investment by Santova
Logistics (South Africa) in a cell captive administered by
Guardrisk, 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
that represents fair value.

3 This represents the present value of the remaining contingent
purchase obligations arising from acquisitions during the current
financial period. The fair value of the liabilities has been
calculated as the net present value of the warranty payments,
which management reasonably expect 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:
                                             2019            2018
                                            R'000          R'000
Financial liability at beginning of year   17 287         15 093
Financial liability raised on acquisition
 of ASM Logistics (S) Pte Limited           5 015               -
Financial liability raised on acquisition
 of SAI Logistics Limited                  28 638               -
Interest on present value calculation         967             697
Foreign exchange loss on translation          323              57
Foreign exchange loss on translation
 recognised in Foreign Currency
 Translation Reserve                          239               -
Fair value loss on financial liability          -          1 440
Payments made during the year             (17 287)              -
Financial liability at end of year         35 182         17 287



6.FAIR VALUE DISCLOSURE FOR
  FINANCIAL INSTRUMENTS Continued

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

Acquiring company           Target company    Discount rate used
Santova International       ASM Logistics (S)
 Holdings (Pty) Ltd          Pte Limited                    7,2%
Tradeway Shipping Ltd       SAI Logistics
                             Limited                        6,3%

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.



7.INTEREST RECEIVED
                                             2019           2018
                                            R'000          R'000
Interest received from third parties          202            279
As per Statement of Comprehensive Income      202            279
Interest and financing fee income
 in Note 3 (Revenue)                        35 280        39 831
Total interest income                       35 482        40 110



8.FINANCE COSTS

Financial liabilities (refer note 6)          967            697
Interest-bearing borrowings                 4 650          5 246
Other interest paid                           109             55
As per Statement of Comprehensive Income    5 726          5 998
Interest and financing fee expenses
 included in Note 3 (Revenue)               17 176        21 908
Total interest expense                      22 902        27 906



9.EVENTS AFTER THE REPORTING PERIOD

Subsequent to the year end it was announced that, Santova had
concluded an agreement for the acquisition of 100% of the issued
share capital of MLG Maritime Cargo Logistics GmBH (Germany) for
an amount of Û1,919,040 with effect 1st March 2019.The acquisition
is still subject to certain suspensive conditions and is expected
to formally complete by the end of May 2019.
10.APPROVAL OF ANNUAL FINANCIAL STATEMENTS

The annual financial statements were approved by the Board of
directors on 15 May 2019.



11.AUDIT OPINION

These summarised consolidated financial statements for the year
ended 28 February 2019 have been audited by Moore Stephens, 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 2019 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. Moore Stephens 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 gross
dividend of 7,50 cents (2018: 7,00 cents) per ordinary share,
payable in cash out of income reserves for the year ended 28
February 2019 to ordinary shareholders.

The dividend has been declared out of income reserves as defined
in the Income Tax Act. Where applicable, the dividend will be
subject to South African dividends withholding tax at a rate of
20% which will result in a net dividend of 6 cents per share
payable to those shareholders who are not exempt from paying
dividends withholding tax.

The number of ordinary shares in issue as at the date of this
declaration is 161,361,045 and the company's tax reference number
is 9077274844.
The salient dates relating to the payment of the dividend are as
follows:

Declaration Date publication              Wednesday, 15 May 2019
Last day to trade cum dividend            Tuesday, 25 June 2019
Shares trade ex-entitlement               Wednesday, 26 June 2019
Record date for the dividend              Friday, 28 June 2019
Payment date for dividend                 Monday, 1 July 2019

Share certificates may not be dematerialised or rematerialised
between Wednesday, 26 June 2019 and Friday, 28 June 2019, both
dates inclusive.

By order of the Board

J Lupton
Company Secretary
15 May 2019



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
WA Lombard (Chairman)
ESC Garner
AD Dixon
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
Moore Stephens
50 Oxford Road, Parktown, Johannesburg, 2193

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

INVESTOR RELATIONS
Contact Persons
GH Gerber (Chief Executive Officer)
DC Edley (Group Financial Director)

Email Address
investor@santova.com

Contact number
+27 31 521 0160

SANTOVA HEAD OFFICE
AND REGISTERED OFFICE
Physical address
53 Richefond Circle, Umhlanga Ridge, 4319

Postal address
PO Box 6148, Durban, 4000

Registered Office
Santova House, 88 Mahatma Gandhi Road,
Durban, 4000

Contact number
+27 31 374 7000

CORPORATE BANKERS
Nedbank Limited
PO Box 1144, Sandown, 2196


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 31 521 0160
Email: enquiries@santova.com
www.santova.com

15 May 2019
Durban
Corporate Advisor and Sponsor
River Group

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