| Fri 9 Dec 2011, 12:40 | | PFG - Pioneer Foods Group Limited - Pioneer Foods Phase II Broad-Based |
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PFG
PFG
PFG - Pioneer Foods Group Limited - Pioneer Foods Phase II Broad-Based
Black Economic Empowerment Transaction
Pioneer Foods Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1996/017676/06
Share code: PFG
ISIN code: ZAE 000118279
("Pioneer Foods" or "the Company")
PIONEER FOODS PHASE II BROAD-BASED BLACK ECONOMIC EMPOWERMENT TRANSACTION
1. INTRODUCTION
1.1 Pioneer Foods is pleased to propose the second phase of its Broad-
based Black Economic Empowerment ("B-BBEE") strategy to increase and
broaden direct black ownership of the Company ("Phase II B-BBEE
Transaction"). The Phase II B-BBEE Transaction will result in an
additional 13.53% black shareholding in the Company post the
implementation of the transaction and will result in an approximate
R565 million cash injection into Pioneer Foods with a further R468.6
million plus preference share dividends accruing to the Company at the
maturity of the Phase II B-BBEE Transaction. The cash injection is
earmarked to accelerate Pioneer Foods` growth strategy. The Phase II B-
BBEE Transaction is structured to be a representative range of black
entities working in a diverse range of communities that benefit the
growth and development of the Company and its corporate social
commitments, including an Education and Community Trust (which value
will equate to R637 million), black members of the board of the
Company and strategic B-BBEE partners which will include broad-based
women`s groupings. The transaction total value is therefore
approximately R1.67 billion.
1.2 In furthering Pioneer Foods` commitment to B-BBEE, the Company is
proposing, subject to the fulfilment, inter alia, of the conditions
precedent set out in paragraph 7 below, to facilitate a subscription
for shares in the issued share capital of Pioneer Foods by black
participants ("the Proposed Phase II B-BBEE Specific Issue"). The
Proposed Phase II B-BBEE Specific Issue will involve the issue of
shares equivalent to 13.53% of Pioneer Foods` ordinary issued share
capital post-implementation of the Proposed Phase II B-BBEE Specific
Issue ("enlarged issued share capital"). The enlarged issued share
capital of Pioneer Foods has been based on the number of shares in
issue prior to the Proposed Phase II B-BBEE Transaction less shares
held by subsidiary companies of Pioneer Foods plus the Proposed Phase
II B-BBEE Specific Issue.
1.3 The Phase II B-BBEE Transaction follows the successful implementation
of the first phase of Pioneer Foods` B-BBEE strategy in 2006 in terms
of which Pioneer Foods issued 10% of its then issued share capital to
a BEE trust for the benefit of employees of wholly-owned South African
subsidiaries of Pioneer Foods ("Phase I B-BBEE Transaction"). The
effective black economic empowerment ("BEE") shareholding in Pioneer
Foods pertaining to the Phase I B-BBEE Transaction currently amounts
to 4.73%. The Phase I B-BBEE Transaction has been highly successful in
creating value for participants. To date, Pioneer Foods has paid more
than R17 million in dividends to the beneficiaries of the Phase I B-
BBEE Transaction, and a further R49.8 million, as a result of the
growth in the share price, to beneficiaries of the Phase I B-BBEE
Transaction who have left the employment of Pioneer Foods.
2. THE PROPOSED PHASE II B-BBEE SPECIFIC ISSUE
2.1 The total value of the Proposed Phase II B-BBEE Specific Issue is
approximately R1.67 billion based on a 30 day volume weighted average
share price ("VWAP") of R60.10 per Pioneer Foods ordinary share
("Ordinary Share") as at the close of trading on Friday, 02 December
2011 ("indicative market price"). The effective market price for the
transaction will be determined based on the 30 day VWAP price of
Pioneer Foods Ordinary Shares as on a future date ("effective market
price").
2.2 It is intended that the Pioneer Foods Ordinary Shares to be issued as
a consequence of the Proposed Phase II B-BBEE Specific Issue, will
comprise approximately 28,670,982 Pioneer Foods Ordinary Shares, being
13.53% of Pioneer Foods` enlarged issued share capital post the
implementation of the Phase II B-BBEE Specific Issue.
2.3 The Proposed Phase II B-BBEE Specific Issue will be made to the
following black participants (collectively, "the BEE Participants"):
2.3.1 The Pioneer Foods Education and Community Trust, a broad-based
ownership scheme in terms of the BEE Codes, which will hold,
10,599,988 Ordinary Shares, being 5.00% of Pioneer Foods enlarged
issued share capital ("the Pioneer Foods Education and Community
Trust" or "PFEC Trust");
2.3.2 The following strategic B-BBEE partners ("the B-BBEE Partners"):
- Thembeka Capital Limited ("Thembeka"), which will hold, through a
ring-fenced special purpose vehicle ("SPV"), 9,326,640 Ordinary
Shares , being 4.40% of Pioneer Foods` enlarged issued share
capital;
- Identity Capital Partners (Pty) Limited ("Identity Partners"),
which will hold, through a ring-fenced SPV 2,755,997 Ordinary
Shares, being 1.30% of Pioneer Foods` enlarged issued share
capital;
- Kwa-Zulu Natal Agribusiness Women`s Trust ("KZN Trust"), which
will hold, through a ring-fenced SPV 2,755,997 Ordinary Shares ,
being 1.30% of Pioneer Foods` enlarged issued share capital;
- Sekunjalo Investments Limited ("Sekunjalo"), which will hold,
through a ring-fenced SPV 1,589,998 Ordinary Shares, being 0.75%
of Pioneer Foods` enlarged issued share capital; and
- Riparian Investments Consortium 1 (Pty) Limited ("Riparian")
which will hold, through a ring-fenced SPV 1,059,999 Ordinary
Shares, being 0.50% of Pioneer Foods` enlarged issued share
capital.
2.3.3 The following current and former black members of Pioneer Foods`
board (collectively referred to as "the Black Directors"), with
all shares to be issued to them in their personal capacity and
beheld through an SPV structure. A collective allocation of
approximately 582,363 Ordinary Shares, being 0.28% of Pioneer
Foods` enlarged share capital has been made to the Black
Directors:
- Mr Zitulele Luke (KK) Combi, the independent non-executive
chairman of Pioneer Foods;
- Mr Andile Hesperus Sangqu, an independent non-executive director
of Pioneer Foods;
- Prof. Abdus Salam Mohammad Karaan, an independent non-executive
director of Pioneer Foods;
- Mrs Nonhlanhla Sylvia Mjoli-Mncube, an independent non-executive
director of Pioneer Foods;
- Dr Mohammed Iqbal Surve, the independent non-executive vice-
chairman of Pioneer Foods; and
- Dr Franklin Abraham Sonn, a former independent non-executive
director of Pioneer Foods.
3. RATIONALE AND PIONEER FOODS BEE STRATEGY
Pioneer Foods is resolute in its commitment to BEE in order to ensure
the transfer of ownership as, inter alia envisaged in the relevant BEE
codes. This has been demonstrated through the successful
implementation of the Phase I B-BBEE Transaction. Building on this
momentum, and should the Phase II B-BBEE Transaction be implemented,
Pioneer Foods would have ensured empowerment of at least 23.50%.
Implementing the Proposed Phase II B-BBEE Specific Issue will
strengthen and broaden the direct black ownership of Pioneer Foods
with a representative range of black entities working in a diverse
range of communities that benefit the growth and development of the
Company and its corporate social commitments. The Proposed Phase II B-
BBEE Specific Issue confirms the Company`s commitment to sustainable
BEE ownership and transformation.
Its successful implementation will improve and sustain the level of
black ownership of the Company and the Company`s BEE status. Pioneer
Foods has been active in strengthening all areas of BEE activity and
is currently ranked as a Level Five BEE Contributor in terms of the
dti Codes.
4. DETAILS OF THE B-BBEE PARTNERS AND THE PIONEER FOODS EDUCATION AND
COMMUNITY TRUST
4.1 Thembeka is a broad-based black-owned and controlled investment
company that focuses on private equity and BEE transactions. It has a
proven track record of adding strategic value to its portfolio of
investment companies. Thembeka`s shareholders include over 500
individual black shareholders and several 100% black broad-based
trusts representing thousands of beneficiaries. The executive
chairman of Thembeka is Mr ZL Combi.
Thembeka has a strong balance sheet with long term investment
objectives. It has investments in numerous sectors of the economy,
including financial services and agricultural related businesses.
4.2 Identity Partners is a black women owned and controlled investment
firm which invests in established and growing businesses primarily in
the following sectors: mining and engineering services, resources and
energy, transport, and agriculture. Identity Partners` objective is to
bring black women into the mainstream of the economy through equity
participation in businesses directly and through consortia and seeks
to be a facilitator for other women and BEE businesses to access
opportunities as professionals and as entrepreneurs. Its financing
activities are carried out through the Identity Development Fund,
which manages two funds focusing on financing youth and women
entrepreneurs. The leading executives and majority shareholders of
Identity Partners are Mmes Sonja Sebotsa and Polo Radebe.
4.3 KZN Trust is a 100% black women owned economic empowerment initiative
formed to pursue opportunities that would benefit previously
disadvantaged women engaged in agriculture and rural development
efforts in KwaZulu-Natal. It consists of two companies and 200
individual women, forming part of some twenty four agricultural co-
operatives, mainly from rural areas of KwaZulu-Natal. The KZN Trust
aims to empower women and to have an impact in the fight against
poverty, through agriculture and other rural development initiatives.
These women are engaged in various agricultural activities including,
inter alia vegetable production and processing, poultry farming, egg
production and meat processing. Apart from agriculture, the KZN
Trust`s women are also engaged in other activities such as handwork,
brick-making and tourism in order to augment their income. While the
KZN Trust represents just over 200 women, the impact of its work will
be far reaching within the families and communities of its members.
4.4 Sekunjalo is a listed majority black-owned and black-controlled
investment holding company. Its major investments are in fishing,
aquaculture, pharmaceuticals, biotechnology, information technology
and telecommunications, financial services, property and enterprise
development supporting broad-based BEE and small, medium and micro
enterprises.
Sekunjalo currently employs over 740 employees directly and over 8 000
people benefit from its investments and associated companies. The
executive chairman and majority shareholder of Sekunjalo is Dr.
Mohammed Iqbal Surve.
4.5 Riparian is a majority black-owned and controlled investment holding
company established by Prof. ASM Karaan. 24% of the economic benefits
of Riparian`s issued share capital is held by two broad-based
ownership schemes as contemplated in the BEE Codes, namely the Fruit
Workers Development Trust and the Green Olive Trust. The beneficiaries
of these trusts include permanent workers on fruit farms. By providing
its beneficiaries with an exposure to shares in Riparian, these
beneficiaries will gain an indirect economic exposure to the Pioneer
Foods shares that are proposed to be issued to Riparian as part of the
Proposed Phase II B-BBEE Specific Issue.
4.6 The Pioneer Foods Education and Community Trust will be created as a
perpetual BEE trust, for the purpose of benefitting black people in
the areas and communities in which Pioneer Foods operates in South
Africa. The objectives of the PFEC Trust is to assist in the provision
of school facilities or equipment for public schools and/or other
educational institutions engaged in public benefit activities and the
provision of scholarships, bursaries, awards and loans for study,
research and teaching.
It is envisaged that the PFEC Trust share issue will ensure black
equity ownership in the Company into perpetuity.
5. DETAILS OF THE PROPOSED PHASE II B-BBEE SPECIFIC ISSUE
5.1 The Proposed Phase II B-BBEE Specific Issue will be implemented
through a specific issue of Ordinary Shares for cash by Pioneer Foods
(equal to 13.53% of Pioneer Foods` enlarged issued share capital).
5.2 The subscription price at which each of the BEE Participants will
subscribe for their respective Ordinary Shares will depend on the
commercial terms and funding structure relevant to that BEE
participant, as set out below.
5.3 THE B-BBEE PARTNERS
5.3.1 The specific issue to the B-BBEE Partners will be made at a 5%
discount to the effective market price (The BP Specific Issue").
The BP Specific Issue will be issued in terms of Pioneer Foods`
articles of association (now referred to as the memorandum of
incorporation in terms of the Companies Act 71 of 2008, as
amended ("MOI")) and on the terms and conditions and with the
rights and restrictions contained in the relevant subscription
agreements ("the BP Subscription Agreements").
5.3.2 The BP Subscription Agreements provide for a lock-in period of 7
years, during which time the B-BBEE Partners will not be entitled
to dispose of the Ordinary Shares subscribed to in terms of the
Proposed Phase II B-BBEE Specific Issue.
5.3.3 The approximate total combined subscription price payable by the
B-BBEE Partners in terms of the BP Specific Issue will amount to
R1 billion based on the indicative market price. Each B-BBEE
Partner will be required to capitalise its SPV with 55% of the
subscription price payable by that B-BBEE Partner. The SPVs will
accordingly be capitalised by a total amount of R550 million
consisting of 10% B-BBEE Partner own funding and 45% third party
funding from Rand Merchant Bank ("RMB") in the form of an A
Preference Share subscription ("A Preference Share
Subscription"). The A Preference Shares will be subscribed for
terms and conditions standard for transactions of this nature
including the following terms:
5.3.3.1 A Preference Share dividends will accrue at an annual rate
amounting to 75% of the prevailing prime interest rate on
the outstanding principal A Preference Share Subscription
amount and outstanding preference share dividends.
5.3.3.2 The A Preference Share Subscription will be structured as a
capital bullet facility with the dividends on the A
Preference Shares being serviced from dividends received by
the B-BBEE Partner SPV in respect of the Pioneer Foods
Ordinary Shares issued under the Proposed Phase II B-BBEE
Specific Issue.
5.3.4 Pioneer Foods will subscribe for B Preference Shares in the SPVs
of the B-BBEE Partners for the balance of the subscription price
payable by the BEE Partners amounting in total to R450 million
("the B Preference Shares") or 45% of the approximate combined
total subscription price. The B Preference Shares will be
subscribed for on the following terms and conditions:
5.3.4.1 B Preference Share dividends will accrue at an annual rate
amounting to 90% of the prevailing prime interest rate on the
outstanding principal B Preference Share subscription amount and
outstanding preference share dividends ("the Preference Shares
Balance").
5.3.4.2 B Preference Share dividends will be rolled up as the dividends
received by the B-BBEE Partner SPV on the Ordinary Shares issued
to the B-BBEE Partners SPV under this Proposed Phase II B-BBEE
Specific Issue, will first be utilised against the RMB A
Preference Share Subscription plus rolled up A Preference Share
dividends.
5.3.4.3 It is proposed that Pioneer Foods (Pty) Ltd provide a guarantee
to RMB, with a view to facilitating the provision of the RMB A
Preference Share Subscription to the B-BBEE Partners and Black
Directors. The guarantee will be limited to a maximum liability
of R100 million for Pioneer Foods (Pty) Ltd.
5.4 THE BLACK DIRECTORS
5.4.1 The Proposed Phase II B-BBEE Specific Issue to the Black
Directors will be made at the effective market price at no
discount (The BD Specific Issue"). The BD Specific Issue will be
issued in terms of MOI and on the terms and conditions and with
the rights and restrictions contained in the relevant
subscription agreements ("the BD Subscription Agreements").
5.4.2 The BD Subscription Agreements provide for a lock-in period of 7
years, during which time the Black Directors will not be entitled
to dispose of the Ordinary Shares subscribed to in terms of the
BD Specific Issue.
5.4.3 The total combined subscription price payable by the Black
Directors in terms of the BD Specific Issue will amount to R35
million. Each Black Director will be required to capitalise his
SPV with 45% of the subscription price payable by that Black
Director. The SPVs will accordingly be capitalised by a total
amount of R15.75 million consisting of 45% funding from RMB in
the form of an A Preference Share Subscription. The A Preference
Shares carry the same terms as in the case of the B-BBEE
Partners.
5.4.4 Pioneer Foods will subscribe for B Preference Shares in the SPVs
of the Black Directors for the balance of the BD Specific Issue
amounting in total to R19.25 million or 55% of the total combined
subscription price payable by the Black Directors. The B
Preference Shares carry the same terms as in the case of the B-
BBEE Partners.
5.5 THE PIONEER FOODS EDUCATION AND COMMUNITY TRUST
5.5.1 The PFEC Trust will subscribe for 10,599,988 Ordinary Shares as
part of the Proposed Phase II B-BBEE Specific Issue at the
effective market price (which value will equate to R637 million)
at no discount. The subscription price per Ordinary Share will be
at the par value of Pioneer Foods Ordinary Shares amounting to
R0.10 per Pioneer Foods Ordinary Share which will be funded by an
amount of R1.1 million through a donation by Pioneer Foods (Pty)
Ltd. The difference between the effective market price and the
subscription price times the Ordinary Shares issued to the PFEC
Trust will be financed by Pioneer Foods providing notional
funding ("the Notional Funding").
5.5.2 The Ordinary Shares will be issued to the PFEC Trust in terms of
the MOI and conditions and with the rights and restrictions
contained in the relevant subscription agreement ("the PFEC Trust
Subscription Agreement").
5.5.3 The specific issue to the PFEC Trust and Notional Funding
provided by Pioneer Foods will be effected on the following terms
and conditions:
5.5.3.1 Until the Notional Funding balance has been paid off, the PFEC
Trust will not be entitled to any distributions (as defined in
the PFEC Trust Subscription Agreement, which includes Ordinary
Share dividends) by Pioneer Foods ("Distributions") other than a
20% trickle Distribution.
5.5.3.2 The Notional Funding balance will be calculated as follows:
- The Notional Funding amount increased by a rate equal to 85% of
the prevailing prime interest rate; less
- An amount equal to 80% of the Distributions not received by the
PFEC Trust as a result of 5.5.3.1 above.
6. SHAREHOLDING STRUCTURE POST IMPLEMENATION
A diagram displaying the BEE Participants shareholding in Pioneer
Foods` enlarged issued share capital will be set out in the
announcement to be published in the press on the business day
following release of this SENS announcement, which will also be posted
on Pioneer Foods` website.
7. CONDITIONS PRECEDENT TO THE PROPOSED PHASE II B-BBEE SPECIFIC ISSUE
The Proposed Phase II B-BBEE Specific Issue will be subject to the
conditions precedent inter alia as set out below:
7.1 The shareholders of Pioneer Foods in a general meeting pass the
ordinary and special resolutions required to approve and implement the
Proposed Phase II B-BBEE Transaction;
7.2 The successful completion of a due diligence investigation by the
Company into the B-BBEE Partners (and their direct and indirect
shareholders;
7.3 Pioneer Foods confirming that it is satisfied with the BEE rating
placed on the Proposed Phase II B-BBEE Transaction by a verification
agency;
7.4 All transaction agreements being entered into and becoming
unconditional; and
7.5 The unconditional approval to the extent necessary, by all regulatory
authorities having jurisdiction in respect of the Proposed Phase II B-
BBEE Specific Issue, including the JSE, be obtained or, is such
approvals are conditional, on such conditions as are acceptable to the
parties, acting reasonably, affected thereby.
In the unlikely event of a B-BBEE Partner failing to perform in terms of
the above and any other relevant undertaking and/or agreement, such party
will be disqualified.
8. COST TO SHAREHOLDERS AND DILUTION IMPACT ON EARNINGS
The cost of the Proposed Phase II B-BBEE Specific Issue, calculated in
accordance with the statement on share based payments in terms of
International Financial Reporting Standards ("IFRS 2"), is R142.5
million ("IFRS 2 Cost") and equates to 1.3% of the Pioneer Foods
market capitalisation on the JSE as calculated based on the indicative
market price. It is important to note that this cost will be charged
to the Company`s income statement upfront with minimal cost in
subsequent years (resulting from the trickle dividend on the PFEC
Trust) and it does not reflect a cash cost.
The Proposed Phase II B-BBEE Specific Issue has a zero diluting impact
on earnings due to the PFEC Trust being consolidated in perpetuity and
the B-BBEE Partners` and the Black Directors SPVs being consolidated
for the duration of the lock-in period save for the IFRS 2 Cost
mentioned above.
9. UNAUDITED PRO FORMA FINANCIAL INFORMATION
The pro forma financial effects set out below have been prepared to
assist Pioneer Foods ordinary shareholders to assess the impact of the
Proposed Phase II B-BBEE Specific Issue on the Earnings Per Share
("EPS"), Headline Earnings Per Share ("HEPS"), Net Asset Value ("NAV")
and Tangible Net Asset Value ("TNAV") per Pioneer Foods Ordinary
Share. The material assumptions are set out in the notes following the
table. These pro forma financial effects have been disclosed in terms
of the Listings Requirements of the JSE and do not constitute a
representation of the future financial position of Pioneer Foods on
conclusion of the Proposed Phase II B-BBEE Specific Issue. The pro
forma financial effects are the responsibility of the board and are
provided for illustrative purposes only, and, because of their nature,
may not fairly present Pioneer Foods` financial position, changes in
its equity, results of operations or cash flows.
Before the After the
Proposed Proposed Percentage
Phase II B- Phase II B- Change
BBEE BBEE
Specific Specific (%)
Issue Issue
(cents) (cents)
EPSSquared 408.4 325.8 -20.2%
HEPSSquared 407.0 324.3 -20.3%
NAV per shareCubed 3,059.7 3,112.7 1.7%
TNAV per shareCubed 2,651.3 2,704.4 2.0%
Weighted average 178.4 178.4 0.0%
number of shares in
issue (millions) 4
Number of shares in 179.4 179.4 0.0%
issue (millions)4
Notes
1 The EPS, HEPS, NAV and TNAV per Pioneer Foods Ordinary
Share "Before the Proposed Phase II B-BBEE Specific
Issue" are based on the published audited results for
Pioneer Foods for the year ended 30 September 2011.
2 The EPS and HEPS per Pioneer Foods Ordinary Share "After
the Proposed Phase II B-BBEE Specific Issue" are Based on
the assumption that the Proposed Phase II B-BBEE Specific
Issue was implemented on 1 October 2010.
3 The NAV and TNAV per Pioneer Foods Ordinary Share "After
the Proposed Phase II B-BBEE Specific Issue" are based on
the assumption that the Proposed Specific Issue was
implemented on 30 September 2011.
4 The number and weighted number of Ordinary Shares in
issue have no pro forma adjustments thereto due to the
fact that the Ordinary Shares issued in terms of the
Proposed Phase II B-BBEE Specific Issue will be
consolidated.
10. IRREVOCABLE UNDERTAKINGS
Pioneer Foods has received irrevocable undertakings from shareholders
holding 50.3% to vote in favour of the Proposed Phase II B-BBEE
Specific Issue, subject to any material adjustment, that is not
envisaged at this stage.
11. RELATED PARTIES
The Proposed Phase II B-BBEE Specific Issue includes an issue of
Pioneer Foods` Ordinary Shares to current and former non-executive
directors of Pioneer Foods. Accordingly, the issue of Pioneer Foods`
Ordinary Shares to the Black Directors is deemed to be an issue of
shares to related parties in terms of the JSE Listing Requirements.
By virtue of Dr. MI Surve`s interest in Sekunjalo, the company is
viewed as an associate Dr. MI Surve and is accordingly considered to
be related party to the Company. The issue of shares Sekunjalo is
therefore deemed to be an issue of shares to a related party in terms
of the JSE Listing Requirements.
Pioneer Foods has appointed BDO Corporate Finance (Pty) Ltd as an
independent professional expert to provide a fairness opinion as to
whether the issue of Pioneer Foods Ordinary Shares to the Black
Directors and Sekunjalo respectively, is fair to Pioneer Foods
shareholders.
Messrs ZL Combi, MI Surve, ASM Karaan, AH Sangqu and Mrs NS Mjoli-
Mncube will, due to their participation in the Proposed Phase II B-
BBEE Specific Issue, refrain from voting on the resolutions to the
extent that these relate to the issue of Pioneer Foods Ordinary Shares
to them in their personal capacities, and in the case of Dr. MI Surve,
the issue of shares to Sekunjalo. They have also recused themselves
from all decisions that were taken in respect of the Proposed Phase II
B-BBEE Transaction.
12. CIRCULAR TO SHAREHOLDERS
It is envisaged that the required shareholder approval will be sought
at a general meeting, held immediately after the annual general
meeting of the Company on 17 February 2012. A circular and notice of
general meeting will be sent to shareholders in due course.
13. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 4 August
2011, as well as the renewal of the announcement on 19 September 2011
and on 3 November 2011, and are hereby advised that the cautionary
announcement is withdrawn. Accordingly caution is no longer required to
be exercised by shareholders when dealing in the shares of Pioneer
Foods.
Stellenbosch
9 December 2011
Sponsor
PSG Capital (Pty) Limited
Date: 09/12/2011 12:40:01 Produced by the JSE SENS Department.
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