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SANTOVA LIMITED - Unaudited Group Interim Results

Release Date: 30/10/2017 15:19
Code(s): SNV     PDF:  
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Unaudited Group Interim Results

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

SANTOVA LIMITED


UNAUDITED GROUP INTERIM RESULTS
for the six months ended 31 August 2017



HIGHLIGHTS
                                      2017        2016           %
                                    August      August    Movement

Gross billings          (R'000)  1 972 887   2 000 612       (1,4)
Revenue                 (R'000)    158 178     159 772       (1,0)
Profit before tax       (R'000)     43 287      40 489        6,9
Billings margin             (%)        8,0         8,0        0,0
Headline earnings       (R’000)     32 739      28 942       13,1
Operating margin            (%)       27,4        25,3        2.1
Percentage offshore
 earnings                   (%)       66,5        58,0        8,5
Basic earnings per
 share                  (cents)      20,71       18,43       12,4
Headline earnings
 per share               cents)      20,69       18,40       12,4
Total assets            (R'000)    951 630     930 287        2,3
Capital and reserves    (R'000)    392 447     367 726        6,7
Cash generated from
 operations             (R'000)     31 343      36 255      (13,5)
Cash and cash
 equivalents            (R'000)     97 788     100 664       (2,9)
Debt to equity ratio        (%)       45,7        49,0       (3,3)
Net asset value
 per share              (cents)     245,63      233,24        5,3
Tangible net asset
 value per share        (cents)     129,29      105,85       22,1



2017 SANTOVA INTERIM RESULTS COMMENTARY
for the six months ended 31 August 2017


OVERVIEW

The Group’s core strategy of diversification through the expansion of
its international footprint has enabled it to deliver meaningful organic
growth in this period, whilst reducing its reliance on the South African
operations and its exposure to the volatile socio-political and economic
state of the region. This is highlighted by the fact that the Group’s
international operations now contribute 66,5% (2016: 58,0%) of overall
Group profit. The overall growth (all organic) in profit of 27,6%,
achieved during the period from the logistics operations, was generated
across all the regions within which the Group operates, including:

  the Asia-Pacific region which contributed a 32,8% growth in
   profit;
  the Europe/United Kingdom region which contributed 20,0% and
  the South African region which contributed 29,2% growth in
   profit.

The effect of this strong underlying organic growth has enabled the Group
to achieve an overall 13,1% increase in headline earnings to R32,7 million
(2016: R28,9 million) which translated into a 12,4% increase in headline
earnings per share to 20,69 cents, from 18,40 cents in the prior period.
Had it not been for the strengthening of the South African Rand across
most currencies in the second half of the 2017 financial year, the
Group’s overall results would have benefitted much more favourably from
the translation of its foreign earnings. This is evident in the 22,5%
strengthening of the average South African Rand to the British Pound
exchange rate and 12,7% to the Euro over the comparative prior year
period. These are the two primary currencies in which the majority of
the Group’s offshore investments are held and the overall impact of this
strengthening of the South African Rand was a reduction of 11,3% in the
actual growth achieved for the period under review.

Key highlights during the period under review include:

 The acquisition of the remaining 25% minority interest in Santova
 Australia, which facilitates the further expansion and
 development of the Group’s presence in the region;
 The investment in upgrading infrastructure and operational
 capacity to facilitate further growth in a number of regions
 including Australia, Germany, and the United Kingdom;
 The first phase of deployment of the Group’s next generation
 logistics software (TradeNav®) into the European and United
 Kingdom regions; and
 The continued investment in the Santova Express (Courier
 services) and the Client Sourcing and Procurement Management
 divisions which complement the Group’s core logistics products
 and offer long-term revenue enhancing opportunities. Revenue from
 Client Sourcing and Procurement Management services grew 32,0% in
 the period and revenue from Santova Express (Courier services)
 grew by 16,9%.


OPERATIONAL PERFORMANCE

South African Logistics Operations
The South African logistics operation achieved a credible and pleasing
29,2% increase in profit for the period, which is counterintuitive
to the current economic climate and sentiment within the region. This
was driven by greater operational volumes, much improved margins and
sound operational cost control, offset by the 12,3% strengthening in
the South African Rand to US Dollar exchange rate, which has a direct
underlying adverse impact on revenue.

Foreign Logistics Operations
The current period was characterised by significant organic growth
in profit from the Group’s offshore logistics operations, which was
primarily driven by positive growth in billings in local currency
across all regions. The underlying result being that the majority
of the Group’s international operations have shown robust growth
in local currency profits for the period, in particular:

 Santova Hong Kong, where the strong performance in the previous
 financial year continued to generate a 47,4% increase in revenue
 and a 190,1% increase in profit for the period;
 Tradeway Shipping, where there had been no impact of Brexit on
 trade volumes and the weak Pound has stimulated exports resulting
 in a 23,7% increase in revenue and a 57,6% increase in profit;
 and
 Santova Germany, where revenue grew 58,1% and profit 334,0% as
 the Group continued to invest and grow in this region - a trend
 that is expected to result in this region becoming a long term
 meaningful contributor to the Group’s earnings.

Group Operations
At a Group reporting level, the growth in profitability achieved in
this period was enhanced by:

 A decline of 32,4% in Group finance costs as the Group continue
 the ongoing repayment of its amortising long-term loans;
 A 2,5% decrease in the effective tax rate from 26,7% in 2016 to
 24,2% in 2017. This is due to the greater contribution towards
 profit from certain key offshore subsidiaries that operate in
 lower corporate tax rate jurisdictions and also the benefit of an
 official 1% decrease in the United Kingdom corporate tax rate;
 and
 Following the acquisition at the beginning of the current period
 of the remaining 25% minority interest in Santova Australia, the
 Group profit attributable to minority shareholders has reduced
 96,8%, which has helped to leverage upwards the basic and
 headline earnings per share achieved during the period. 


FINANCIAL POSITION

The Group’s financial position has strengthened in the 6 months to
31 August 2017 compared to 28 February 2017 with total assets having
grown by 6,2%, total capital and reserves by 7,4% whilst total
interest-bearing debt reduced by 10,7% through ongoing repayments.
The net result being that the debt to equity ratio has fallen from
53,0% as at 28 February 2017 to 45,7% as at 31 August 2017. This has
been driven by the strong underlying organic growth and the resultant
profitability, plus a slight improvement in the closing South African
Rand exchange rate to most major currencies since 28 February 2017 -
which had a positive impact on the translation of the Group’s foreign
investments.

One key fundamental structural change to highlight in the statement
of financial position is the almost virtual elimination of minority
interests which have decreased R7,1 million to R0,07 million following
the purchase of the remaining 25% minority interest in Santova Australia.


CASH FLOW AND FUNDING

The Group continues to generate positive cashflows through improved
profitability and from the financial year ended 28 February 2017,
cash on hand has increased 6,5% to R97,8 million. This improved
cash position is despite a significant investment into working
capital to fund increased trade receivables as operational volumes
improved in the second half of this interim period. This increased
investment into trade receivables had the effect of reducing cash
generated from operations by 13,5% to R31,3 million compared to
the corresponding prior reporting period.

The positive cash generated from operations has, over and above
the payment of the final 2017 dividend, been applied during the
period to R4,1 million in capital expenditure on the refurbishment
and upgrading of infrastructure internationally, R2,0 million in
continued investment into the development of TradeNav® and a
further R6,1 million in repayment of long term debt.


OUTLOOK

The Group will continue to build on the platform set by the strong
organic growth achieved in the first half of the financial year
whilst also continuing to seek new investment opportunities in key
regions internationally. The diversification across geographies,
currencies and business activities are conducive to sustainable
quality earnings going forward. Whilst difficult to forecast in
this complex economic climate, the Board is optimistic that the
Group can continue to achieve meaningful growth in profits in
the second half of the 2018 financial year.

For and on behalf of the Board

WA Lombard                                               GH Gerber
Chairman                                   Chief Executive Officer

30 October 2017



CONDENSED STATEMENT OF PROFIT AND
LOSS AND OTHER COMPREHENSIVE INCOME

                                    Unaudited            Audited
                            6 months to  6 months to  12 months to
                              31 August    31 August   28 February
                                   2017        2016*          2017
                       Notes      R’000        R’000         R’000

Gross billings               1 972 887    2 000 612     4 073 868
Revenue                        150 062      152 274       299 034

Net interest income              8 116        7 498        16 381
Interest and
 financing fee
 income recovered
 from clients                   18 184       19 252        38 923
Interest and
 financing fee
 expenses incurred             (10 068)     (11 754)      (22 542)

Revenue after net
 interest income       2       158 178      159 772       315 415
Other income                     5 794       10 755        22 765
Depreciation and
 amortisation                   (1 494)      (2 129)       (5 921)
Administrative
 expenses                     (115 971)    (123 056)     (235 476)

Operating profit                46 507       45 342        96 783
Interest received                  145          124           427
Finance costs                   (3 365)      (4 977)       (9 187)

Profit before taxation          43 287       40 489        88 023
Income tax expense             (10 494)     (10 826)      (23 403)

Profit for the period/
 year                           32 793       29 663        64 620
Attributable to:
  Equity holders of
   the parent                   32 771       28 988        62 791
  Non-controlling
  interest in
  subsidiaries                      22          675         1 829

Other comprehensive income
Exchange differences
 arising from translation
 of foreign operations          10 229      (40 898)      (78 840)
Net actuarial loss on
 remeasurement of post-
 retirement medical aid
 benefit liability                   -            -           (62)

Total comprehensive
 income/(loss)                  43 022      (11 235)      (14 282)

Attributable to:
  Equity holders of
   the parent                   43 001      (11 629)      (15 216)
  Non-controlling
   interests in
   subsidiaries                     21          394           934

Basic earnings
 per share               (cents) 20,71        18,43         39,87
Diluted basic
 earnings per share    3 (cents) 20,11        17,96         38,53
Dividends per share      (cents)   N/A          N/A          6,25

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



CONDENSED STATEMENT OF FINANCIAL POSITION

                                    Unaudited            Audited
                              31 August    31 August   28 February
                                   2017         2016          2017
                        Notes     R’000        R’000         R’000

ASSETS

Non-current assets              219 981      236 767       213 265
Property, plant
 and equipment                   21 426       21 748        18 540
Intangible assets       4       185 887      200 850       178 494
Financial assets        6         3 545        4 903         6 332
Deferred taxation                 9 123        9 266         9 899

Current assets                  731 649      693 520       682 807
Trade receivables               578 165      535 783       539 111
Other receivables                55 211       55 454        51 463
Current tax receivable              485        1 317           453
Financial assets        6             -          302             -
Cash and cash
 equivalents                     97 788      100 664        91 780

Total assets                    951 630      930 287       896 072

EQUITY AND LIABILITIES
Capital and reserves    5       392 447      367 726       365 567

Non-current liabilities          32 065       65 759        38 930
Interest-bearing
 borrowings             7        30 640       47 130        36 552
Long-term provision               1 425        1 500         1 425
Financial liabilities   6             -       15 832             -
Deferred taxation                     -        1 297           953

Current liabilities             527 118      496 802       491 575
Trade and other
 payables                       232 675      224 123       205 464
Current tax payable               5 318        8 659         4 001
Current portion of
 interest-bearing
 borrowings             7        20 361       19 513        20 541
Amounts owing to
 related parties                    244          275           246
Financial liabilities   6        27 883       16 452        15 135
Short-term borrowings
 and overdraft                  226 058      213 166       228 380
Short-term provisions            14 579       14 614        17 808

Total equity and
 liabilities                    951 630      930 287       896 072



CONDENSED STATEMENT OF CHANGES IN EQUITY

                                    Unaudited            Audited
                              31 August    31 August   28 February
                                   2017         2016          2017
                                  R’000        R’000         R’000

CAPITAL AND RESERVES

Balance at beginning
 of period/year                365 567      386 415       386 415
Total comprehensive
 income/(loss)                  43 022      (11 235)      (14 282)
Treasury shares acquired           (49)           -          (633)
Share-based equity reserve       1 012        1 175         2 448
Shares issued in terms of
 exercise of share options         232           26           273
Costs to issue securities            -           (1)            -
Dividends paid                  (6 066)      (8 654)       (8 654)
Acquisition of minority
 Interest                      (11 271)           -             -

Balance at end of
 period/year                   392 447      367 726       365 567
Comprising:
Stated capital                 218 931      214 126       214 625
Equity compensation reserve      5 966        4 176         5 185
Treasury Shares                 (1 679)        (998)       (1 631)
Foreign currency
 translation reserve            (5 672)      21 428       (15 901)
Accumulated profit             174 832      122 362       156 117
Attributable to equity
 holders of the parent         392 378      361 094       358 395
Non-controlling interests           69        6 632         7 172
Capital and reserves           392 447      367 726       365 567



CONDENSED STATEMENT OF CASH FLOWS

                                    Unaudited            Audited
                            6 months to  6 months to  12 months to
                              31 August    31 August   28 February
                                   2017        2016*          2017
                                  R’000        R’000         R’000

Cash generated from
 operations                     31 343       36 255        90 080
Interest received                  145          124           427
Finance costs                   (2 910)      (3 913)       (7 337)
Taxation paid                   (9 386)      (9 349)      (26 696)
Net cash flows from
 operating activities           19 192       23 117        56 474

Cash outflows from the
 acquisition of subsidiaries         -      (12 410)      (24 077)
Plant, equipment and
 intangible assets acquired     (6 072)      (1 874)       (4 876)
Proceeds on disposals of
 plant, equipment and
 intangible assets                 386           86           877
Net cash flows from
 investing activities           (5 686)     (14 198)      (28 076)

Borrowings repaid               (6 092)      (9 785)      (18 829)
Issue of shares for cash           233           24           273
Dividends paid                  (6 066)      (8 654)       (8 654)
Cash utilised in other
 financing activities              (19)         (27)         (689)
Net cash flows from
 financing activities          (11 944)     (18 442)      (27 899)

Net increase/(decrease) in
 cash and cash equivalents       1 562       (9 523)          499
Difference arising on
 translation                     4 375      (15 509)      (31 619)
Cash and cash equivalents at
 beginning of period/year       91 780      123 657       122 892
Cash and cash equivalents
 at end of period/year          97 717       98 625        91 772

Cash and cash equivalents is made up as follows:
Cash and cash equivalents
 on hand                        97 788      100 664        91 780
Less: Bank overdrafts              (71)      (2 039)           (8)
Cash and cash equivalents
 at end of period/year          97 717       98 625        91 772

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



CONSOLIDATED SEGMENTAL ANALYSIS

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

BUSINESS SEGMENTS
31 August 2017

Revenue after net
 interest income         153 783       4 767      (372)    158 178
Operating profit          45 760       1 808    (1 061)     46 507
Profit/(loss) for the
 period                   34 660       1 876    (3 743)     32 793
Total assets             847 849      14 119    89 662     951 630
Total liabilities        537 710         936    20 537     559 183
Depreciation and
 Amortisation              1 262          38       194       1 494
Capital expenditure        6 014           -        58       6 072

31 August 2016 *
Revenue after net
 interest income         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

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



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

GEOGRAPHICAL SEGMENTS
31 August 2017
Revenue after net
 interest income            66 288    15 855     71 640    153 783
Operating profit            17 754     6 219     21 787     45 760
Profit for the period       12 501     5 073     17 086     34 660
Total assets               520 458    62 177    265 214    847 849
Total liabilities          375 201    32 624    129 885    537 710
Depreciation and
 amortisation                  837       108        317      1 262
Capital expenditure            425     1 045      4 544      6 014

31 August 2016*
Revenue after net
 interest income            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               489 390    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

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



SUPPLEMENTARY INFORMATION

1. BASIS OF PREPARATION
   The unaudited condensed consolidated interim financial
   statements for the six months ended 31 August 2017 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 28 February 2017.

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

                                    Unaudited            Audited
                              31 August    31 August   28 February
                                   2017         2016          2017
                                  R’000        R’000         R’000

2. REVENUE

   Gross Billings            1 972 887    2 000 612     4 073 868
   Less: Recoverable
    disbursements           (1 814 709)  (1 840 840)   (3 758 453)

   Revenue after net
    interest income            158 178      159 772       315 415

   Revenue from the
    provision of
    services comprises:        150 062      152 244       299 034
     Logistics services        145 667      148 110       290 295
     Insurance commission
      and management fees        4 395        4 126         8 624
     Other revenue                   -            8           115

   Net interest income from
    the provision of credit
    facilities comprises:        8 116        7 528        16 381
   Interest and financing
    fee income recovered
    from clients                18 184       19 252        38 923
   Interest and financing
    fee expenses incurred      (10 068)     (11 724)      (22 542)

   Revenue after net
    interest income            158 178      159 772       315 415


Correction of material prior period error
As a result of an IFRS related material prior period error identified
during the course of the 2017 financial year, the comparative figures
for the six months to 31 August 2016 are required to be restated.
Full details of this correction and the reasons for the restatement
can be found in the Revenue note 16 contained in the published Annual
Financial Statements for the year ended 28 February 2017.

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: 

                                            Restated
                                           31 August     31 August
                                                2016         2016*
                                               R’000         R’000

Revenue                                     152 244        159 772

Net interest income                           7 528              -
Interest and financing fee income
 recovered from clients                      19 252              -
Interest and financing fee expenses
 incurred                                   (11 724)             -

Revenue after net interest income           159 772        159 772

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


                                    Unaudited            Audited
                              31 August    31 August   28 February
                                   2017         2016          2017
                                  R’000        R’000         R’000

3. EARNINGS PER SHARE

   Reconciliation between
    basic and headline
    earnings per share:
   Profit attributable
    to equity holders of
    the parent                  32 771       28 988        62 791
   Adjusted for:
    Net (profit)/loss on
     disposals of plant
     and equipment                 (69)         (56)           46
    Taxation effects                37           10           (14)
    Minority Interest                -            -            (4)

   Headline earnings            32 739       28 942        62 819

   Basic earnings per
    share (cents)                20,71        18,43         39,87
   Headline earnings per
    share (cents)                20,69        18,40         39,89

   Weighted average number
    of shares (000s)           158 265      157 317       157 495
   Diluted weighted average
    number of shares (000s)    162 984      161 390       162 975

   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 schemes.


                                    Unaudited            Audited
                              31 August    31 August   28 February
                                   2017         2016          2017
                                  R’000        R’000         R’000

4. INTANGIBLE ASSETS

   Goodwill Movement:
   Carrying value at
    beginning of period/year   173 656      217 472       217 472
   Foreign exchange gain/
    (loss) on translation        5 112      (22 401)      (43 816)
   Carrying value at end
    of period/year             178 768      195 071       173 656

   Carrying value of
    Computer software and
    indefinite useful life
    intangible assets            7 119        5 779         4 838
   Total intangible assets     185 887      200 850       178 494


                                    Unaudited            Audited
                              31 August    31 August   28 February
                                   2017         2016          2017
                                  R’000        R’000         R’000

5. STATED CAPITAL
   Reconciliation of the
    value of ordinary
    shares in issue
   Balance at beginning of
    period/year                214 625      214 076       214 076
   Shares issued under
    share option scheme            465           51           553
   Costs to issue securities         -           (1)           (4)
   Shares issued in terms
    of scrip dividend            3 841            -             -
   Balance at end of
    period/year                218 931      214 126       214 625

   Reconciliation of the
    number of ordinary
    shares in issue               ‘000         ‘000          ‘000
   Balance at beginning of
    period/year                157 760      157 287       157 287
   Shares issued under
    share option scheme            310           60           650
   Shares issued in terms
    of scrip dividend            1 212            -             -
   Treasury shares purchased
    by subsidiaries                (15)           -          (177)
   Balance at end of
    period/year                159 267      157 347       157 760


                                    Unaudited            Audited
                              31 August    31 August   28 February
                                   2017         2016          2017
                   Level  Notes   R’000        R’000         R’000

6. FAIR VALUE
    DISCLOSURE FOR
    FINANCIAL
    INSTRUMENTS

   Financial
    assets in the
    statement
    of financial
    position
    measured
    at fair value:
   Future profit
    share on
    rental agreement   2      1   1 992        1 228         1 991
   Guardrisk cell
    captive            2      2   1 553        3 675         4 341
   Forward exchange
    contracts          1              -          302             -
                                  3 545        5 205         6 332
   Financial
    liabilities in
    the statement
    of financial
    position measured
    at fair value:
   Contingent purchase
    considerations
    acquisitions on    3      3  16 175       32 284        15 093
   Purchase
    consideration
    on acquisition     3      4  11 584            -             -
   Forward exchange
    contracts          1            124            -            42
                                 27 883       32 284        15 135


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 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. The inputs used to determine the fair value of the
   profit share are as follows:

   Current net market rental                           R110 per m2
   Capitalisation rate                                     15,00 %

2. This amount 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. 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 previous
   financial periods. 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:

                                    Unaudited            Audited
                              31 August    31 August   28 February
                                   2017         2016          2017
                                  R’000        R’000         R’000

   Financial liability at
    beginning of period/year     15 093      49 134        49 134
   Interest on present
    value calculation               496       1 105         1 849
   Foreign exchange loss/(gain)
    on translation                  586      (5 545)       (9 930)
   Payments made during the
    period/year                       -     (12 410)      (24 074)
   Fair value gain on
    remeasurement                     -           -        (1 886)
   Financial liability at
    end of period/year           16 175      32 284        15 093

   The remaining contingent purchase obligations relate to the
   following acquisitions that were completed during the 2016
   financial year:

   Acquiring company       Target company       Discount rate used
   Santova International   Tradeway (Shipping)                6,6%
    Holdings (Pty) Ltd      Limited

   Prior to the acquisition of Tradeway (Shipping) Limited, the
   target company acquired Tradeway North West Limited. 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.

4. The financial liability raised represents the amount owing
   following the acquisition of the 25% minority interest in
   Santova Logistics Pty Ltd (Australia) by Santova International
   Holdings (Pty) Ltd. This amount is not contingent on any future
   performance and the full amount will be settled from cash
   reserves. The acquisition has been concluded but as at
   31 August 2017 was pending final completion and the transfer of
   the purchase consideration.

   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.

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


                                             Unaudited     Audited
                                              31       31       28
                                 Instal-  August   August February
               Repay-               ment    2017     2016     2017
                 able     Rate     R’000   R’000    R’000    R’000

7. INTEREST BEARING BORROWINGS

   Medium      Monthly    Prime
    term loan             less
    (R39 million)1        0,5%      813    4 864   13 664    9 324

   Medium      Quarterly  Prime
    term loan             less
    (R60 million)2        0,25%   3 874   45 865   52 184   47 185
   Instalment
    sale and
    other
    agreements                               272      795      584
                                          51 001   66 643   57 093
Debt to Equity Ratio                         46%      49%      53%

1. The original medium term loan was taken by Santova Logistics
   (South Africa) and bears interest at a variable rate of the
   Nedbank prime rate less 0,5%.
2. The second 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)
   Limited and bears interest at a variable rate of the Nedbank
   prime rate less 0,25%. Both medium term loans are repayable on
   an amortising basis over five years and are secured by cross
   company sureties supplied by subsidiary companies.

   As a condition of granting the medium term loan facilities, the
   Group banking facilities contain certain covenants with respect
   to minimum levels of actual shareholders’ funds and to minimum
   ratios of debt to EBITDA and interest cover. These covenants
   are, monitored on an ongoing basis by management and reviewed
   and confirmed annually with the Groups bankers. As at the end
   of the period, none of the covenants have been breached.

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.



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)
AD Dixon
ESC Garner
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
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 31 374 7000
Email: enquiries@santova.com
www.santova.com


Durban 
30 October 2017
Sponsor and Corporate Advisor
River Group


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