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RAC - Racec Group Limited - Audited Financial Results for the year ended 30

Release Date: 18/12/2009 17:30
Code(s): RAC
Wrap Text

RAC - Racec Group Limited - Audited Financial Results for the year ended 30 September 2009 RACEC GROUP LIMITED Incorporated in the Republic of South Africa (Registration number: 1998/006153/06) Share code: RAC ISIN: ZAE000105409 ("RACEC" or "the Company" or "the Group") Audited Financial Results for the year ended 30 September 2009 CONDENSED CONSOLIDATED INCOME STATEMENT Audited Audited year ended year ended
30 30 September September 2009 2008 R`000 R`000
Revenue 344 647 383 840 Cost of sales (284 385) (301 985)
Gross profit 60 262 81 855 Other income 258 71 Other expenses (68 937) (55 352) Net (loss)/profit before investment revenue, (8 417) 26 574 finance costs and taxation Investment revenue 1 262 3 122 Finance costs (8 267) (5 700) (Loss)/Profit before taxation (15 422) 23 996 Taxation 2 227 (7 837) (Loss)/Profit for the year (13 195) 16 159 Attributable to: Equity holders of the parent (13 159) 14 904 Minority interest (36) 1 255 (13 195) 16 159 (LOSS)/EARNINGS PER SHARE (CENTS) (refer note 7) Basic (12.6) 15.0 Diluted basic (12.6) 15.0 Headline (12.3) 16.0 Diluted headline (12.3) 16.0 Weighted average number of ordinary shares in 104 129 99 200 issue (`000) Fully diluted weighted average number of 104 129 99 200 ordinary shares in issue (`000) SEGMENTAL REPORT Administr Electric Rail Total
ative al construc R`000 investmen services tion t and R`000 R`000 plant
hire R`000 Business segment Audited - year ended 30 September 2009 Revenue 189 238 715 105 743 344 647 Loss before tax (5 506) (3 486) (6 430) (15 422)
Audited - year ended 30 September 2008 Revenue - 212 072 171 768 383 840 (Loss)/Profit before tax (29 161) 25 168 27 989 23 996 Western KwaZulu- Gauteng Total Cape Natal* R`000 R`000
R`000 R`000 Geographical segment Audited - year ended 30 September 2009 Revenue 263 417 - 81 230 344 647 Loss before tax (6 079) - (9 343) (15 422) Audited - year ended 30 September 2008 Revenue 248 582 15 170 120 088 383 840 Profit/(Loss) before tax 17 158 (478) 7 316 23 996
*The KwaZulu-Natal division did not meet the required criteria for separate disclosure in the current year and has been included in the Gauteng division. CONDENSED CONSOLIDATED BALANCE SHEET Audited as
at 30 Audit September ed as 2009 R`000 at 30 Septe
mber 2008 R`000 ASSETS Non-current assets 73 485 63 784 - Property, plant and equipment 59 914 55 984
- Investment property 351 351 - Intangible assets 10 452 6 957 - Loans to shareholders - 39 - Loans to related parties 171 111 - Deferred tax assets 2 597 342 Current assets 110 027 125 788
- Inventories 23 931 30 234 - Trade and other receivables 63 575 83 560
- Tax receivable 1 796 - - Cash and cash equivalents 20 725 11 994
Total assets 183 512 189 572 EQUITY AND LIABILITIES Capital and reserves 48 374 62 657 - Equity attributable to equity holders of the 48 305 58 parent 266 - Minority shareholders` interest 69 4 391 Non-current liabilities 54 636 22 424
- Loans from related parties 35 498 - - Other financial liabilities 13 530 15 892 - Share-based payments 3 210 2 874 - Deferred tax liabilities 2 398 3 658 Current liabilities 80 502 104 491 - Loans from related parties 577 673 - Other financial liabilities 9 124 6 985
- Current tax payable 3 030 8 611 - Trade and other payables 38 549 48 679
- Bank overdraft 29 222 39 543 Total equity and liabilities 183 512 189 572 Net asset value per share (cents) 45.8 56. 0
Net tangible asset value per share (cents) 35.9 49. 3 Total number of ordinary shares in issue (`000) 105 363 104 018
CONDENSED CONSOLIDATED CASH FLOW STATEMENT Audited Audited year year ended ended
30 30 September September 2009 2008 R`000 R`000
Cash flows from operating activities 9 088 (6 313) - Cash generated from operations 24 095 5 233 - Interest income 1 155 3 122 - Finance costs (7 610) (5 700) - Taxation paid (8 552) (8 968) Cash flows from investing activities (19 937) (23 280) - Purchase of property, plant and (12 507) (22 170) equipment - Purchase of business operations (7 722) (1 904) - Proceeds from disposal of property, 652 794 plant and equipment - Purchase of intangible assets (360) - Cash flows from financing activities 29 901 3 630 - Advance of property bond 2 925 - - Repayment of other financial (7 049) (14 999) liabilities - Advance of other financial liabilities 4 020 8 447 - Advance of loans by related parties 34 847 9 260 - Advance/(Repayment) of loans from 39 (9 192) shareholders - Net proceeds from share issue (748) 15 569 - Dividends paid (4 133) (5 455) Total cash movement for the year 19 052 (25 963) Cash at the beginning of the year (27 549) (1 586) Total cash at the end of the year (8 497) (27 549) CONDENSED STATEMENT OF CHANGES IN EQUITY Share Treasur Other Retaine Minorit Total
capita y reserve d y equity l and shares s R`000 earning interes R`000 share R`000 s R`000 t R`000 premiu
m R`000 Balance at 1 October 1 - (939) 16 504 - 15 566 2007 Shares issued 32 528 - - - - 32 528 Share issue expenses (2 - - - - (2 231) 231) - Realised revaluation - (845) 845 - - through depreciation - - Deferred tax on - 236 (236) - - realised revaluation - through depreciation - Revaluation of - 4 063 - - 4 063 property, plant and - equipment - Deferred tax on - (1 137) - - (1 137) revaluation of - property, plant and equipment - Effect of tax rate - 28 - - 28 change on revaluation - reserve - Minority interest on - - - 3 136 3 136 business acquisition - Net income recognised - - 2 345 609 3 136 6 090 directly in equity Net profit for the - - 14 904 1 255 16 159 year Dividends paid - - - (5 455) - (5 455) Balance at 30 30 298 1 406 26 562 4 391 62 657 September 2008 - Shares issued 46 748 - - - 46 748 - Share issue expenses (748) - - - - (748) Reserve from issue of - - 6 231 - - 6 231 share option Shares issued to - (45 - - - (45 subsidiary* 000) 000) - Realised revaluation - (650) 650 - - through depreciation - - Deferred tax on - 182 (182) - - realised revaluation - through depreciation - Impairment of - (404) - - (404) property, plant and - equipment - Deferred tax on - 113 - - 113 impairment of - property, plant and equipment - Minority interest - - - - (3 897) (3 897) acquired Net (expenses)/income - - (759) 468 (3 897) (4 188) recognised directly in equity Net loss for the year - - (13 (36) (13 159) 195) Dividends paid - - - (3 742) (389) (4 131) Balance at 30 76 298 (45 6 878 10 129 69 48 374 September 2009 000) Share were issued to Solethu Civils Holdings (Proprietary) Limited ("Solethu Civils") which is consolidated as part of the Group and therefore the share are disclosed as treasury shares. NOTES TO THE CONSOLIDATED FINANCIAL RESULTS Statement of compliance The accounting policies applied in the preparation of these audited condensed results, which are based on reasonable judgments and estimates, are in accordance with International Financial Reporting Standards and are consistent with those applied in the annual financial statements for the year ended 30 September 2008. These condensed financial statements as set out in this report have been prepared in terms of IAS 34 - Interim Financial Reporting, the Companies Act, 1973 (Act 61 of 1973), as amended, and the Listings Requirements of JSE Limited. Basis of measurement These audited condensed financial statements have been prepared on the historical cost basis, modified for certain items measured at fair value. Audit opinion BDO Spencer Steward (Cape) Inc. has audited the financial information set out in this audited report. Their unqualified audit report is available for inspection at the Group`s registered office. Operating (loss)/profit Operating (loss)/profit includes: Audited Audited
year year ended ended 30 30 September September
2009 2008 R`000 R`000 - Operating lease charges 3 211 1 635 - Loss on sale of property 494 412 plant and equipment - Profit on sale of (24) - property plant and equipment - Impairment of property, 46 260 plant and equipment - Impairment of intangible - 570 assets - Depreciation on property, 6 997 4 287 plant and equipment - Amortisation on 924 714 intangible assets - Directors` emoluments 4 726 4 911 - Employee costs 82 509 56 335 - Defined benefit 8 161 4 120 contributions - Audit fees 769 497 - Secretarial fees 53 26 - Share-based payments 216 240 - Share-based payment 6 231 - option expense - Profit on exchange (6) - differences - Operating lease income (107) (124) Share capital Audited Audited year year
ended ended 30 30 September September 2009 2008
- Beginning of the year 104 018 70 000 088 000 - Increase in issued share 35 959 34 018 capital * 939 088 - End of the year 139 978 018 088 027 * 34 615 384 of these shares were issued to Solethu Civils which is consolidated as part of the Group and is therefore classified as treasury shares. Other reserves Share Revalua Share- Total
buy- tion based R`000 back reserve payment R`000 R`000 reserve R`000
Balance at 1 October 2007 (3 878) 2 939 - (939) - Realised revaluation through - (845) - (845) depreciation - Deferred tax on realised - 236 - 236 revaluation through depreciation - Revaluation of property, plant - 4 063 - 4 063 and equipment - Deferred tax on revaluation of - (1 137) - (1 137) property, plant and equipment - Effect of tax rate change on - 28 - 28 revaluation reserve Balance at 30 September 2008 (3 878) 5 284 - 1 406 Balance at 30 September 2008 (3 878) 5 284 - 1 406 - Reserve from issue of share - - 6 231 6 231 option - Realised revaluation through - (650) - (650) depreciation - Deferred tax on realised - 182 - 182 revaluation through depreciation - Impairment of property, plant - (404) - (404) and equipment - Deferred tax on impairment of - 113 - 113 property, plant and equipment Balance at 30 September 2009 (3 878) 4 525 6 231 6 878 The share buy-back reserve arises on the consolidation of the RACEC Employee share trust due to the trust`s investments in RACEC Electrification (Proprietary) Limited ("RACEC Electrification") and RACEC Rail (Proprietary) Limited ("RACEC Rail"). The revaluation reserve arises on the revaluation of property, plant and equipment. Where revalued assets are sold, the portion of the revaluation reserve that relates to that asset is effectively realised, and transferred directly to retained profits. The share-based payment reserve arises on the recognition of the share-based option expense relating to the issue of 34 615 384 RACEC ordinary shares to Solethu Civils. Reconciliation of (loss)/earnings to headline (loss)/earnings Audited Audited year year ended ended 30
30 September September 2008 2009 R`000 R`000
(Loss)/Profit for the year (13 159) 14 904 Adjustments for: - Loss on disposal of 494 412 property, plant and equipment - Profit on disposal of (23) - property, plant and equipment - Impairment losses on 46 260 property, plant and equipment - Impairment losses - 570 intangible assets - Tax effects (145) (268) Headline (loss)/earnings (12 787) 15 878 The above adjustments have no minority interest impact. Cash and cash equivalents Cash and cash equivalents comprise cash balances with banks and bank overdrafts. Acquisitions During the 12 months ended 30 September 2008, the Group acquired the businesses of Greenbro CC and Northern Electric (Cape) (Proprietary) Limited ("Northern Electric") for R10.1 million and R4.5 million respectively. The excess of the purchase price over the net assets acquired was recognised as goodwill. At 30 September 2008 the Group had a 80% shareholding in Greenbro (Proprietary) Limited ("Greenbro"), which contained the operations of the Greenbro CC, and a 70% shareholding in Northern Electric. During the current year, the Group increased its shareholding in Northern Electric from 70% to 100% for R2.7 million, which was settled in cash of R1 042 997 and 1 304 274 ordinary shares in RACEC at R1,30 per share. The Group also increased its shareholding in Greenbro from 80% to 100% for R5.2 million, which was settled in cash. Related party transactions During the year, the Company and its subsidiaries in the ordinary course of business, entered into various related party sales, purchases and investment transactions. These transactions were subject to terms that were no more favourable than those arranged with third parties. Post balance sheet events The directors are not aware of any material matters or circumstances arising since the end of the financial year and the date of this report. Contingent liabilities Audited Audited year year
ended ended 30 30 September September 2009 2008
R`000 R`000 STC on remaining reserves 1 546 2 752 Performance guarantees 25 177 32 137 Contractor contingency - 1 704 The performance guarantees are provided by Lombards Insurance Company Limited and C&G Underwriting Managers (Proprietary) Limited for work by subsidiary companies. In the prior year, there was a contractor contingency which related to invoices received by the Group for work performed by a subcontractor. The Group was of the view that no liability existed as there were errors on the billings and the invoices were not valid. The amounts were investigated during the current year and a settlement was reached. Commitments to Solethu Civils During the financial year 26 923 077 ordinary shares were issued to Solethu Civils for R35 000 000. RACEC has granted Solethu Civils the right, on written notice to the company, to require RACEC to purchase from Solethu Civils, 26 923 077 of the ordinary shares issued for R35 000 000. The right, can however, only be exercised if Solethu Civils breaches certain obligations under a funding agreement, at any time commencing on 28 August 2014 and ending on the ninetieth business day thereafter or on the suspension or termination of the listing of RACEC. In the event that the right is exercised, simultaneously, Solethu Civils will be deemed to have subscribed for RACEC ordinary shares. The consideration for such ordinary shares will be based on a formula as agreed upon and on the actual versus budgeted profit before tax for a rolling twelve month period before the right was exercised. The number of ordinary shares will be based on the consideration divided by the 30 day volume weighted average price. RACEC will advance by way of loan on each of the advance dates, being 31 December of every year, commencing on 31 December 2009 and terminating on 31 December 2013, an amount equal to the aggregate interest that would notionally have accrued on R13 462 000, calculated at the prime interest rate. Such amounts advanced will carry interest at the prime interest rate until repayment of the amounts advanced and interest thereon on 28 February 2014. RACEC has a possible future obligation to subscribe for a single class "B" ordinary share with a par value of R1 in Solethu Civils on written demand from Solethu Civils. The share will have no right to dividends, will not be entitled to a return of share premium, on winding-up of Solethu Civils will only be entitled to return of the par value and carry votes attached to 1/1000 of an ordinary share. The subscription price will be determined by the following formula: 34 615 385 multiplied by (R1.30 less the normalised earnings per share multiplied by 5), added the notional interest at prime lending rate that would have accrued from 28 August 2009 up to payment date. The normalised earnings is defined per agreement as the 30 September 2010 headline earnings for RACEC, adjusted for the consolidation of Solethu Civils, any IFRS/fair value adjustments pertaining to the share issue option expense given to Solethu Civils and any IFRS/fair value adjustments which will be considered extra-ordinary. Dividends Audited Audited year year
ended ended30 30 September September 2008 2009
Dividends declared to equity 3 120 4 347 holders of the parent (R`000) Dividends per share (cents) 3.0 4.2 COMMENTARY PROFILE AND STRUCTURE RACEC has been in existence since 1956 and has built an extremely well trained and experienced group of employees. Despite the current economic turmoil, the Group remains well positioned to take advantage of the infrastructure spend both locally and on the African continent. The backlog to reverse the deteriorating South African and other African countries` infrastructure, which resulted from the lack of investment for over a decade, persists. The results were negatively affected by fair value adjustments associated with our recent black economic empowerment (BEE) transaction and a substantial loss incurred on a rail project, forcing the Group to report a loss for the first time since the management buyout in 1988. The Group`s primary business is the provision of engineering infrastructure solutions. The Group comprises a holding company and a number of subsidiaries, from which the business activities are conducted. The Group has two main focuses, namely the provision of electrical reticulation ("Electrification") and rail construction which includes both track installation and maintenance ("Rail"). As a result of RACEC`s experience across both the Rail and Electrification segments, the Group is one of the only specialists in South Africa with the capability to offer complete turnkey rail track solutions, from concept design recommendations, through to construction and handover without outsourcing. Electrification services are provided by: RACEC Electrification and RACEC Power (Proprietary) Limited ("RACEC Power"), which are both involved in electrical reticulation and which originated from RACEC`s objective to complement its rail track business with the electrification of railway tracks; Greenbro which supplies industrial generators and electrical enclosures; and Northern Electric which is an electrical contractor focused primarily on the industrial and commercial markets. The remaining interests in Greenbro and Northern Electric were acquired during the 2009 financial year and are now an integral part of the Group`s operations. Rail services are provided by: RACEC Rail which concentrates mainly on the construction and maintenance of railway tracks throughout South and southern Africa. There have been no major changes in the nature of the Rail business. The Group`s implementation of an ISO 9001 Quality Management System will further assure the Group`s clients of its commitment to "Excellence in Engineering Infrastructure". FINANCIAL PERFORMANCE Reported revenue for the year ended 30 September 2009 declined by 10.2% (2008: increase of 76%) to R344,6 million (2008: R383.8 million), in line with the tighter operating environment. Competitive pressures as well as the loss incurred on the rail construction project led to a decrease in the gross margin to 17.4% (2008: 21.3%). The contract loss has been fully provided for and risk management processes have been revisited to ensure that this does not recur in the future. The share-based payment expense associated with the BEE transaction amounting to R6.2 million contributed to the reported loss of R13.2 million for the year (2008: reported profit of R16.2 million). The reported loss for the year, translates into a headline loss per share of 12.3 cents (2008: profit of 16.0 cents). During the 2009 financial year, the Group`s revenue decreased by R39.2 million (2008: increased by R165.7 million and the Group`s (loss)/ earnings attributed to ordinary shareholders decreased by R28.1 million (2008: increased by R2.7 million), representing a decrease of 188% (2008: increase of 22%). Headline earnings per share decreased by 177% (2008: increase by 29%) to a loss of 12.3 cents per share (2008: profit of 16.0 cents per share) in the 2009 financial year, with diluted headline earnings decreasing by 177% to 12.3 cents from 16.0 cents per share in 2008. The Group`s results for the current year includes a share-based payment expense of R6.2 million which was recognised in profit and loss and a reserve was created which will be carried until exercise or expiry of the option. The option was granted to Solethu Civils to repurchase RACEC ordinary shares. Solethu Civils is considered a special-purposed entity, was therefore consolidated in the Group`s financial statements, and contributed R654 000 to the loss for the year. Fair value adjusting entries relating to the consolidation of Solethu Civils resulted in the reversal of R14.7 million profit. Excluding the consolidation of Solethu Civils, the Group would have reported attributable earnings and headline earnings of R1.5 million and R1.9 million respectively, with earnings and headline earnings per share of 1.4 cents and 1.8 cents respectively, calculated using a weighted average number of ordinary shares of 106 341 455. Cash flow from operating activities amounted to R9.1 million (2008: utilised R6.3 million) due mainly to an increased focus on working capital management. This, coupled with the lower capital spend and cash injected by the Solethu transaction has generated overall cash in the business of R19.1 million (2008: utilised R26.0 million). The net asset value per share decreased from 56.0 cents per share to 45.8 cents per share due to losses. Net tangible asset value per share decreased by 27% to 35.9 cents (2008: 49.3 cents). Given the nature of the industry and the traditional close down periods during December and January of each year, the Group`s operations show a seasonal bias towards the second half of the financial year. OPERATIONAL PERFORMANCE AND PROSPECTS RACEC Rail Rail was impacted by a marked decrease in project spending in the public sector where funding constraints affected the flow of contracts and among its resource-related clients whose infrastructure investments were impacted by the commodity downturn. Accordingly, revenue declined by 38.4% to R105.7 million (2008: R171.8 million). The division`s long-term annuity contracts performed well, showing a stable contribution to the bottom-line. The operational cost structure was streamlined in line with lower activity levels to support profitability. New contract awards during the year include several infrastructure projects associated with the preparations for the 2010 FIFA Soccer World Cup and a national contract to replace railway sleepers for Transnet. The newly established presence in Mozambique also concluded several contracts during the year. RACEC Electrification Against the negative backdrop, the electrification division showed a 12.6% increase in revenue to R238.7 million (2008: from R212.1 million). Heavy competitor activity as a result of the slowdown in market however put pressure on project margins, which resulted in an operating loss of R3.5 million (2008: profit of R25.2 million). RACEC Power, which was established to access the Eastern Cape market, reported pleasing results having secured electrification projects in low-cost housing as well as an Eskom transmission contract. Greenbro, acquired in 2008, delivered a stable performance despite lower demand from the provincial government, commercial and property development sectors in South Africa as well as its clients further afield in Africa. However, by streamlining its cost structure, Greenbro defended profitability and is investigating renewable energy products to ensure its long-term sustainability. Northern Electric, also acquired in 2008, is proving to be an excellent addition to the Group. Although its core target markets in the commercial and industrial sectors were affected by the downturn, the company maintained its excellent profit record and is starting to see evidence of improved market conditions. PROSPECTS While in the longer term the infrastructure investment outlook in RACEC`s core target markets remains intact, there are also tangible indications that the market has started to turn, although the recovery is likely to take some time. The secured work on hand in both the Rail and the Electrification divisions exceeds 70% of 2009 revenue, providing evidence that demand is recovering. In addition to its good order book, the Rail division has identified a good pipeline of opportunities within its existing client base, suggesting that it is well positioned to reclaim historic performance levels. The Electrification division is set to consolidate its growth in 2010, underpinned by the diversity of its offering, the resolution of funding constraints in the public sector and government`s renewed focus on eliminating the backlog in low cost housing. RACEC will continue to focus on its strategy to maximise the profitability of its existing businesses by ensuring full utilisation of resources and driving synergies from its acquisitions. The Group will also continue to pursue long- term rail maintenance contracts, and other annuity contracts to support growth. BEE During the year, RACEC concluded the sale of 25% of the issued share capital of the company to Solethu Investments (Proprietary) Limited ("Solethu Investments"), a BEE investment company. Its core investments are focused on road, rail, sea and related industries, with operations that range from manufacturing, repairs and maintenance to logistics services. Solethu investments` strategic positioning in the rail logistics industry will enable the Group to deliver on its strategic objective of becoming a leading provider of rail and electrification solutions. It has also enhanced RACEC`s transformation initiatives by introducing a black shareholder at Group level, complementing the multi-faceted approach to broad-based BEE which has been in place for a number of years. We welcome Mr Qedukwazi (Ted) Zulu, chief executive officer of Solethu Investments, who was appointed as a non-executive director of RACEC with effect from 18 August 2009. His deep understanding of rail operations equips him to contribute strategically to the Group. DIRECTORATE With effect from 28 May 2009, Mr Gary Lee Harrod, an executive director of RACEC, assumed the role of Chief Operating Officer of the Group. During the year under review Mr Qedukwazi (Ted) Zulu and Mr Stephen Smithyman (alternate to Ted Zulu) were appointed to the board of directors. SOCIAL RESPONSIBILITY Employment equity/Skills development RACEC has a dedicated manager responsible for handling all issues related to employment equity and training. As a Group, RACEC is committed to creating opportunities for its staff through training and promotion from within, wherever possible. Health and safety The Group has a dedicated Group Health and Safety manager who reports directly to the chief executive officer of RACEC and carries his authority. Health and safety committees are established at all our branches and all work areas are continuously assessed. There is a training programme in place and all safety representatives are trained and regularly monitored. HIV/AIDS As a further commitment to our staff we have arranged HIV/AIDS information sessions and testing of all our staff on a voluntary basis. The results of these tests are strictly confidential and counselling is arranged for those requiring further assistance. Information about the HIV/AIDS pandemic is provided on an ongoing basis. DIVIDENDS No dividends have been declared for the year (2008: 3.0 cents per share). By order of the board M Uys C Harrod Non-Executive Chairman Chief Executive Officer 18 December 2009 Directors: M Uys* (Chairman), C Harrod (Chief Executive Officer), G Harrod (Chief Operating Officer), C Gooden#, W Ollewagen, S Wilkins (Financial Director), B Petersen#, Q Zulu*, S Smithyman* * Non-executive # Independent non-executive Company secretary: C van Rensburg Registered office: 8 Hawkins Avenue, Epping 1, 7460 (PO Box 61, Eppindust, 7475) Transfer secretaries: Computershare Investor Services (Proprietary) Limited (PO Box 61051, Marshalltown, 2107) Designated Adviser: Merchantec Capital (PO Box 41480, Craighall, 2024) Auditors: BDO Spencer Steward (Cape) Inc. (Docex 158, Cape Town) These results may be viewed on the internet on http://www.racec.co.za Date: 18/12/2009 17:30:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). 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