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EMI - Emira Property Fund - Reviewed Financial Results For The Year Ended 30

Release Date: 22/08/2008 17:50
Code(s): EMI
Wrap Text

EMI - Emira Property Fund - Reviewed Financial Results For The Year Ended 30 June 2008 And Income Distribution Declaration EMIRA PROPERTY FUND (A property fund created under the Emira Property Scheme, registered in terms of the Collective Investment Schemes Control Act) Share code: EMI ISIN: ZAE000050712 ("Emira" or "the Fund") REVIEWED FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2008 AND INCOME DISTRIBUTION DECLARATION Distributions per PI 92,04 cents annualised growth of 11,8% Net asset value per PI 1 169 cents - an increase of 1,9% Capital projects completed R 330 million CONDENSED INCOME STATEMENT Reviewed Audited Year ended Year ended
30 June 2008 30 June 2007 R`000 R`000 Revenue 944 198 631 000 Operating lease rental income and 924 783 613 134 tenant recoveries Allowance for future rental 19 415 17 866 escalations Property expenses (271 632) (177 971) Management expenses (33 431) (21 949) Administration expenses (32 976) (22 641) Depreciation (9 902) (9 966) Net income from property rental 596 257 398 473 operations Net fair value (deficit)/gain on (10 580) 1 506 339 investment properties Change in fair value as a result of (19 415) (17 866) straight-lining lease rentals Change in fair value as a result of (13 565) (9 130) amortising upfront lease costs Change in fair value as a result of 22 400 1 533 335 property appreciation in value Maintenance fund expenses (3 977) (2 018) Impairment of goodwill - (328 364) IFRS 2 adjustments in respect of PI- (5 914) (92 348) based payments Discount on the issue of PIs to BEE (5 914) (24 822) partners Acquisition of fixed property in - (67 526) exchange for the issue of PIs Operating profit 575 786 1 482 082 Finance costs 27 606 (23 457) Interest paid and amortised borrowing (115 273) (65 901) costs Interest capitalised to the cost of 7 635 - developments Preference share dividends paid* (8 213) - Unrealised gain on interest rate 143 457 42 444 swaps Investment income 5 864 4 495 Net profit for the year before 609 256 1 463 120 taxation Deferred taxation (53 189) (116 153) - Revaluation of investment (34 049) (116 153) properties - Other (19 140) - STC on preference dividends paid (821) (367) Net profit for the year 555 246 1 346 600 * In 2008 preference share dividends paid have been included in finance costs. In 2007, preference share dividends paid amounted to R 2 934 000 and were included in the statement of changes in equity. RECONCILIATION BETWEEN EARNINGS AND HEADLINE EARNINGS AND DISTRIBUTION Reviewed Audited
Year ended Year ended 30 June 2008 30 June 2007 R`000 R`000 Net profit for the year 555 246 1 346 600 Adjusted for: Net fair value deficit/(gain) on 10 580 (1 508 339) investment properties Deferred taxation on revaluation of 34 049 116 154 investment properties Impairment of goodwill - 328 364 Headline earnings 599 875 284 779 Adjusted for: Allowance for future rental (19 415) (17 866) escalations Amortised upfront lease costs (13 565) (9 130) Unrealised gain on interest rate (143 457) (42 444) swaps IFRS 2 adjustment in respect of PI- 5 914 92 348 based payments Maintenance fund expenses 3 977 2 018 Amortised borrowing costs - 438 Deferred taxation 19 140 - Preference share dividends paid - (2 934) Distribution payable to participatory 452 469 307 209 interest holders Distribution per participatory interest Interim (cents) 44,34 40,10 Special (cents) - 20,75 Final (cents) 47,70 21,50 Total (cents) 92,04 82,35 Number of PIs in issue at the end of 492 818 989 488 514 461 the year Weighted average number of PIs in 491 221 327 370 939 438 issue Earnings per participatory interest 113,03 363,02 (cents) The calculation of earnings per participatory interest is based on net profit for the year of R555,2 million (2007: R1 346,6 million), divided by the weighted average number of participatory interests in issue during the year of 491 221 327 (2007: 370 939 438). Headline earnings per participatory 122,12 101,67 interest (cents) The calculation of headline earnings per participatory interest is based on net profit for the year, adjusted for the non-trading items, of R599,9 million (2007: R284,8 million), divided by the weighted average number of participatory interests in issue during the year of 491 221 327 (2007: 370 939 438). Headline earnings for 2007 have been adjusted to comply with SAICA circular 8/2007 which is applicable for financial periods ending on or after 31 August 2007. CONDENSED BALANCE SHEET Reviewed Audited Year ended Year ended 30 June 2008 30 June 2007 R`000 R`000
ASSETS Non-current assets Investment properties 7 305 166 7 009 587 Allowance for future rental 130 004 110 589 escalations Unamortised upfront lease costs 37 631 24 066 7 472 801 7 144 242 Current assets Investment properties held for sale 18 635 170 500 Accounts receivable and prepayments 41 673 35 422 Derivative financial instruments 189 953 46 496 Cash and cash equivalents 68 825 13 886 319 086 266 304 Total assets 7 791 887 7 410 546 EQUITY AND LIABILITIES Participatory interest holders` 5 761 040 5 606 951 capital and reserves Non-current liabilities Redeemable preference shares 90 000 90 000 Interest-bearing debt 1 137 204 1 197 050 Deferred taxation 312 672 259 483 1 539 876 1 546 533 Current liabilities Short-term portion of long-term 100 000 9 238 interest-bearing debt Accounts payable 155 896 143 865 Distributions payable to participatory 235 075 103 959 interest holders 490 971 257 062 Total liabilities 2 030 847 1 803 595 Total equity and liabilities 7 791 887 7 410 546 CONDENSED CASH FLOW STATEMENT Reviewed Audited Year ended Year ended 30 June 2008 30 June 2007 R`000 R`000
Cash generated by rental operations 574 925 449 025 Net finance costs (117 622) (60 968) STC on preference share dividends paid (764) (367) Preference share dividends paid - (2 934) Distribution to participatory interest (321 353) (312 407) holders Cash flow from operating activities 135 186 72 349 Acquisition of, and additions to, investment properties and furniture and equipment (327 061) (924 233) Proceeds on sale of investment 170 500 20 101 properties and furniture and equipment Acquisition of Freestone Property - (1 360 477) Holdings Limited Net cash utilised in investing (156 561) (2 264 609) activities Issue of participatory interests 45 398 1 994 881 Increase in interest-bearing debt 30 916 210 613 Net cash from financing activities 76 314 2 205 494 Net change in cash and cash 54 939 13 234 equivalents Cash and cash equivalents at beginning 13 886 652 of year Cash and cash equivalents at end of 68 825 13 886 year CONDENSED STATEMENT OF CHANGES IN EQUITY Partici- Revalu- ation
patory and other Retained interest reserves earnings Total R`000 R`000 R`000 R`000 Balance at 1 July 1 425 094 1 059 077 (906) 2 483 265 2006 Net profit for the - - 1 463 120 1 463 120 year before taxation Distribution to - - (307 209) (307 209) participatory interest holders Issue of 1 994 881 - - 1 994 881 participatory interests Net fair value - 1 506 339 (1 506 339) - gains on investment properties Allowance for - 17 866 (17 866) - future rental escalations Deferring of - 9 130 (9 130) - upfront lease costs IFRS 2 adjustment 92 348 (92 348) 92 348 92 348 in respect of share-based payments Unrealised gain on - 42 444 (42 444) - interest rate swaps Transfer of - (2 018) 2 018 - maintenance fund expenses to revaluation reserve Impairment of - (328 364) 328 364 - goodwill Deferred taxation - (116 153) - (116 153) STC on preference - - (367) (367) share dividends paid Preference share - - (2 934) (2 934) dividends paid Balance at 30 June 3 512 323 2 095 973 (1 345) 5 606 951 2007 Net profit for the - - 609 256 609 256 year before taxation Distribution to - - (452 469) (452 469) participatory interest holders Issue of 45 398 - - 45 398 participatory interests Net fair value - (10 580) 10 580 - deficit on investment properties Allowance for - 19 415 (19 415) - future rental escalations Deferring of - 13 565 (13 565) - upfront lease costs IFRS 2 adjustment 5 914 (5 914) 5 914 5 914 in respect of share-based payments Unrealised gain on - 143 457 (143 457) - interest rate swaps Transfer of - (3 977) 3 977 - maintenance fund expenses to revaluation reserve Deferred taxation - (53 189) - (53 189) STC on preference - - (821) (821) share dividends paid Balance at 30 June 3 563 635 2 198 750 (1 345) 5 761 040 2008 SEGMENTAL INFORMATION Adminis- trative and corporate
Retail Offices Indus- Total trial Sectoral R`000 R`000 R`000 R`000 R`000 segments Revenue 369 742 427 221 147 235 - 944 198 Revenue 365 745 420 881 138 157 - 924 783 Allowance 3 997 6 340 9 078 - 19 415 for future rental escalations Segmental result Net income 243 453 283 169 106 757 (37 122) 596 257 from property rental operations Investment 2 695 890 3 448 681 1 328 230 - 7 472 801 properties Geographical segments Revenue - Gauteng 244 078 312 810 111 880 - 668 768 - Western 33 877 59 361 11 405 - 104 643 and Eastern Cape - KwaZulu- 60 684 40 517 23 950 - 125 151 Natal - Free State 31 103 14 533 - - 45 636 369 742 427 221 147 235 - 944 198 Investment properties - Gauteng 1 885 140 2 529 244 1 023 500 - 5 437 884 - Western 246 500 537 232 129 730 - 913 462 and Eastern Cape - KwaZulu- 399 350 285 980 175 000 - 860 330 Natal - Free State 164 900 96 225 - - 261 125 2 695 890 3 448 681 1 328 230 - 7 472 801 RELATED PARTIES AND RELATED PARTY TRANSACTIONS Momentum Group ("Momentum") is the major participatory interest holder. At 30 June 2008, Momentum owned 34,4% of the Fund`s participatory interests and the Fund`s BEE partners - The Tiso Group, The Shalamuka Foundation, Avuka Investments, The RMBP Broad Based Empowerment Trust and Mr B van der Ross - held 12,4%. The remaining 53,2% were widely held. The following transactions were carried out with related parties: Reviewed Audited Year ended Year ended 30 June 2008 30 June 2007
R`000 R`000 Strategic Real Estate Managers (Proprietary) Limited Expenditure comprising asset 33 431 21 941 management fees Relationship: Associated company of the FirstRand Group Rand Merchant Bank, a division of FirstRand Bank Limited Long-term interest-bearing debt 750 000 705 625 Net finance cost in respect of long- 68 324 38 217 term interest-bearing debt Cash on call 39 589 - Finance income on cash on call 1 214 - Relationship: Associated company of the FirstRand Group RMB Properties (Proprietary) Limited 287 939 483 099 Expenditure comprising: Property 48 097 55 111 management fee and letting commissions Purchase consideration of Faerie 29 897 - Glen Phase 4 Purchase consideration of RTT Acsa 25 875 215 617 Park Purchase consideration of Newlands - 43 650 Terraces Purchase consideration of Worldwear - 132 889 Fashion Mall Development expenditure 184 070 35 832 Relationship: Associated company of the FirstRand Group Momentum Limited 26 259 450 400 Purchase consideration of Builders 26 259 - Express Purchase consideration of Wonderpark - 406 400 Shopping Centre Purchase consideration of Wesbank - 44 000 House Relationship: Associated company of the FirstRand Group The above transactions were carried out on commercial terms and conditions no more favourable than those available in similar arm`s length dealings at market-related rates. BASIS OF PREPARATION AND ACCOUNTING POLICIES The annual financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") including IAS 34, and the Companies Act of South Africa, Act 61 of 1973, as amended. The accounting policies used in the preparation of these results are consistent with those used in the annual financial statements for the year ended 30 June 2007. COMMENTARY The board of directors of Strategic Real Estate Managers (Pty) Limited (STREM) is pleased to announce a final distribution of 47,7 cents per Emira participatory interest (PI) for the six months to 30 June 2008. Together with the interim distribution of 44,34 cents per PI for the six months to 31 December 2007 the total distribution per PI for the 12-month period to 30 June 2008 amounts to 92,04 cents. This represents strong growth in distributions of 11,77% on the comparable 12-month period. Rising interest rates and declining prices in the financial and real estate sectors worldwide, resulted in capital values in the South African listed property sector weakening during the 12 months. Although the underlying income from the portfolio grew at a healthy rate during the period, Emira was not immune to this negative sentiment and, as a result, Emira PI holders experienced a negative total return of 17,0% during the 12 months. This comprised a capital decline of 24,9% and an income return of 7,9%. The percentage of total PIs in issue that traded in the period equated to 29%. The period under review was an active one for the Fund with 14 projects totalling approximately R330 million completed during the period at earnings enhancing yields. These comprised: - Eleven extensions and refurbishments at a cost of R232 million, the largest of which were: the extensions to Quagga Shopping Centre (R93 million) to accommodate new, high quality tenants, including Woolworths; the complete refurbishment of Lake Buena Vista in Centurion (R34 million); extensions to the existing Fuel Group facility near the OR Tambo International Airport (R20,5 million); as well as extensions to Lynnridge Mall (R18,4 million); and - Three new developments amounting to R97 million including a new distribution facility for the Fuel Group (R41 million), the purchase of Phase 4 of Faerie Glen Office Park (R29,9 million) and the acquisition of Builders Express at Wonderpark Shopping Centre (R26,3 million). TIS Corporate Park (R90,1 million) is the remaining new development that has yet to be completed, scheduled for September 2008. During the period the board also approved a further five projects worth approximately R75 million which have yet to be completed, the largest of which is the refurbishment of Granada Centre in Umhlanga Rocks (R40 million). With effect from 28 March 2008 Emira replaced existing bank facilities with R650 million of five-year funding raised on the debt capital markets. The net effect of this transaction was the reduction in margins resulting in an annual interest cost-saving of approximately R2 million. This also gives the Fund an important alternative source of funding for future growth. RESULTS The distribution per PI for the year amounted to 92,04 cents, representing year-on-year growth of 11,77%. Excluding the straight-line adjustments from future rental escalations, revenue rose by 50,8% year-on-year. This was the result of the inclusion of the acquired properties from the effective dates, as well as the Freestone portfolio, which was effective 1 April 2007, for the full 12 months. Property expenses, when adjusted for amortised upfront lease costs, rose by 52,4%, resulting in the ratio of property expenses to revenue rising fractionally from 30,5% in the previous financial year to 30,8%. Growing income from the portfolio, an increase in Emira`s PI price during the period - the average PI price was 7,3% higher than in financial year 2007 - as well as the inclusion of the Freestone portfolio for the full 12 months, resulted in a 48,9% rise in administration and management fees. Interest costs excluding unrealised gains on interest rate swaps rose by 68,3% as a result of the funding of the capital expenditure during the period, as well as the assumption of Freestone`s debt. Net asset value grew from 1 148 cents to 1 169 cents (1 232 cents excluding the deferred tax provision), representing growth of 1,9%. This is the result of growth in the value of the portfolio, as well as gains in the fair value of derivatives. ACQUISITIONS In an announcement dated Wednesday, 19 December 2007, Emira`s PI holders were advised that Emira has entered into agreements with RMB Properties (Pty) Limited in respect of the acquisition of two letting enterprises set out below. Properties that became income-producing during the 12 months to 30 June 2008 but are yet to be transferred to Emira Purchase GLA price Property Sector Location (m2) (R`m) Faerie Glen Office Faerie Glen, 2 046 29,6 Phase 4 Pretoria Properties purchased but yet to be transferred to Emira Purchase GLA price
Property Sector Location (m2) (R`m) TIS Corporate Industrial Midrand 15 184 90,1 Park Properties that became income-producing during the 12 months to 30 June 2008 but are yet to be transferred to Emira Forward yield Effective Property (%) date Tenants Faerie Glen 10,1 1 Dec 07 VIP Phase 4 Properties purchased but yet to be transferred to Emira Forward Anti-
yield cipated Property (%) date Tenants TIS Corporate 8,0 1 Sep 08 TIS Park DISPOSALS In accordance with the strategy of the Fund, certain properties that are underperforming or pose excessive risk to the Fund are earmarked and disposed of. Three non-core properties - Inspectorate, 11 Park Lane and Contact Centre - were sold and transferred at a premium to book value during the period, while two investment properties - Wierda Gables and Fourways Game - were sold and transferred at substantial premiums to book value. Kuehne & Nagel was also sold at a premium to its December 2007 valuation during the period, with transfer being effected subsequent to year-end, while the disposal of Barvic House is still suspensive on certain conditions being met. Properties transferred out of Emira during the 12 months to June 30 2008 Valuation Sale GLA Dec 2006 price Property Sector Location (m2) (Rm)* (Rm) Fourways Game Retail Fourways, 8 000 58,1 119,7 Sandton Inspectorate Offices Ormonde, 2 704 6,2 7,3 Johannesburg
11 Park Lane Offices Parktown, 3 676 16,4 20,5 Johannesburg Contact Centre Offices Parktown, 1 184 6,9 9,0 Johannesburg
Wierda Gables Offices Sandown, 2 007 11,9 14,0 Sandton *The valuations as at December 2006 have been used to reflect the premium to book value realised by the Fund on disposal. Valuations as at June 2007 reflected the disposal prices and therefore no premium to book value would have been evident. Property sold but not yet transferred out of Emira at 30 June 2008 Valuation Sale
GLA Dec 2007 price Property Sector Location (m2) (Rm) (Rm) Kuehne & Nagel Offices Berea, 2 140 5,3 8,8 House Durban Properties transferred out of Emira during the 12 months to June 30 2008 Exit yield Effective Property (%) date Fourways Game 6,0 1 Oct 07 Inspectorate 9,3 18 Oct 07 11 Park Lane 7,4 16 Oct 07 Contact Centre 6,4 28 Nov 07 Wierda Gables 8,0 21 Aug 07 Property sold but not yet transferred out of Emira at 30 June 2008 Exit yield Effective
Property (%) date Kuehne & Nagel 10,4 15 July 2008 House VACANCIES Vacancies increased from 5,9% at June 2007 to 6,8% in June 2008. The increase in the office portfolio vacancy was largely attributable to higher vacancies at Hurlingham Office Park (6 138 m2 at 30 June 2008), which has recently been refurbished, and FNB Building (3 599 m2) in Cape Town, which is pending refurbishment, while the vacating of space at Goodyear Tycon (5 870 m2) and 8 Grader Road (3 818 m2) contributed to the increase in industrial vacancies. Retail vacancies increased due to the ongoing refurbishment and extensions at Granada Centre (3 147 m2) and the tenant reshuffling at World Wear Fashion Mall(1 587 m2). Demand for space, particularly in the office and industrial sectors, has remained robust, with the result that several substantial leases have recently been concluded which will decrease portfolio vacancy. These include: Lake Buena Vista (6 894 m2), 8 Grader Road (3 818 m2), Cambridge Park (1 527 m2), Southern Life Plaza (1 378 m2), Lincolnwood Office Park (1 353 m2) and World Wear Fashion Mall (1 100m2). June 2007 Vacancy % June 2008 Vacancy
GLA June 2007 GLA(m2) June (m2) 2008 % Office 447 784 43 649 9,8 442 074 47 211 10,7 Retail 374 613 11 565 3,1 378 303 16 626 4,4 Industrial 355 181 14 202 4,0 367 648 16 628 4,6 Total 1 177 578 69 416 5,9 1 188 025 80 465 6,8 VALUATIONS AND NET ASSET VALUE The Fund has elected to have independent valuations of its entire portfolio at least every three years. To achieve this, independent valuers value approximately one-third of the portfolio each year. These valuations are included as part of the Fund`s overall portfolio movement below. As a result of advantageous renewals and rising rentals in the office and industrial portfolios, property values rose in both sectors. In contrast, retail properties experienced a mixed performance. The Fund`s smaller properties in outlying areas continued to benefit from good rental growth, the capital expenditure at several of the centres was value enhancing, however, certain of the neighbourhood and convenience centres were impacted by the deteriorating retail conditions. TOTAL PORTFOLIO MOVEMENT June 2007 June 2008 Difference Difference Sector (R`000) R/m2 (R`000) R/m2 (%) (R`000) Office 3 317 664 7 409 3 467 316 7 864 4,5 149 652 Retail 2 784 378 7 433 2 695 890 7 126 (3,2) (88 488) Indus- 1 212 700 3 414 1 328 230 3 635 9,5 115 530 trial 7 314 742 7 491 436 176 694 DEBT Emira engaged FirstRand Bank Limited to assist the Fund in accessing the debt capital markets, thereby reducing its overall cost of funding. On 28 March 2008, the Fund undertook a commercial mortgage backed securitisation (CMBS), whereby it issued five-year notes to Rand Merchant Bank (RMB) amounting to R650 million. The proceeds received were used to repay existing loans received from RMB. The securitisation enabled the Fund to reduce the margin payable on these loans from 125 basis points to 93 basis points (including amortised securitisation costs). The notes attract interest at the three-month JIBAR rate. Existing interest rate swaps that were already in place prior to the securitisation have been novated to RMB which has resulted in an average all in fixed rate of 9,78% on this loan. These interest rate swaps revert back to Emira in April 2013, whereafter they will continue until their expiry dates. The weighted average cost of the entire debt of the Fund at 30 June 2008, is 9,67%, as per below. Rate % Term Amount % of debt 1. Debt - Fixed 10,21 November 2008 100,0 7,5 - Swap 9,38 December 2014 - - 2. Preference 10,91* January 2012 90,0 6,7 shares - Floating 3. Debt - Swap 9,78 April 2013 650,0 48,5 4. Debt - Swap 9,20 June 2013 500,0 37,3 Total 9,67 1 340,0 100,0 Less: Costs (12,8) capitalised not yet amortised Per balance sheet 1 327,2 *Using a prime rate of 15,5%. PROSPECTS In line with the board`s mandate, the managers will continue to appraise opportunities to refurbish and extend the Fund`s existing portfolio, acquire new investment opportunities and dispose of non-core properties, at all times considering the relationship between risk and return. The positive supply side fundamentals persisting in the South African commercial property market are expected to continue to play to Emira`s diversified, but well located property portfolio with its extensive tenant base. Growth in the South African economy, although at a more muted rate than in the past few years, is expected to support demand for lettable space, particularly in the office and industrial environments. Taking the above into consideration, the STREM board believes that the Fund will show further strong growth in distributions for the year ending 30 June 2009. AUDIT OPINION AND INDEPENDENT REVIEW The financial information has been reviewed by PricewaterhouseCoopers Inc, whose reviewed opinion is available for inspection at Emira`s registered address. INCOME DISTRIBUTION DECLARATION Notice is hereby given that a final cash distribution of 47,70 cents (2007: 42,25 cents) per participatory interest has been declared payable to participatory interest holders, payable on 22 September 2008. Last day to trade cum distribution Friday, 12 September 2008 Participatory interest trade ex Monday, 15 September 2008 distribution Record date Friday, 19 September 2008 Payment date Monday, 22 September 2008 PI certificates may not be dematerialised or rematerialised between Monday, 15 September 2008 and Friday, 19 September 2008, both days inclusive. NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the fourth annual general meeting of PI holders of Emira Property Fund will be held at 14:00 on 18 November 2008, at 3 Gwen Lane, Sandton, to transact the business as stated in the annual general meeting notice forming part of the annual financial statements. By order of the STREM board Desiree Isserow Company secretary Ben van der Ross James Templeton Sandton Chairman Chief executive officer 22 August 2008 FUND MANAGER: Strategic Real Estate Managers (Pty) Limited DIRECTORS OF THE FUND MANAGER: BJ van der Ross (Chairman)*, JWA Templeton (Chief executive officer), MS Aitken*, LS Barnard*, BH Kent*, NE Makiwane*, MSB Neser*, WK Schultze, NL Sowazi*, PJ Thurling. *Non-executive director REGISTERED ADDRESS: 3 Gwen Lane, Sandton, 2146 SPONSOR: Rand Merchant Bank (a division of FirstRand Bank Limited) TRANSFER SECRETARIES: Computershare Investor Services (Pty) Limited 70 Marshall Street, Johannesburg, 2001 www.emira.co.za Date: 22/08/2008 17:50:24 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`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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