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MVG/MVGP - Mvelaphanda Group Limited - Reviewed year end results for 30 June

Release Date: 15/08/2011 07:05
Code(s): MVG MVGP
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MVG/MVGP - Mvelaphanda Group Limited - Reviewed year end results for 30 June 2011 MVELAPHANDA GROUP LIMITED (Incorporated in the Republic of South Africa) Registration number 1995/004153/06 Ordinary share code: MVG Preference share code: MVGP Ordinary share ISIN: ZAE000060737 Preference share ISIN: ZAE000073540 ("Mvela Group", "the Company" or "the Group") Reviewed year end results for 30 June 2011 - Major progress with value unlocking strategy - R1 892 million in Life Healthcare shares distributed to shareholders - R834 million in Mvelaserve shares distributed to shareholders - R609 million debt repayment SUMMARISED GROUP STATEMENT OF FINANCIAL POSITION Reviewed Audited 30 June 30 June R`000 2011 2010 Assets Non-current assets 2 298 006 3 354 514 Property, plant and equipment 1 252 389 492 Intangible assets - 834 554 Investment in associates 635 385 674 098 Strategic investments 1 661 369 1 438 664 Deferred taxation - 17 706 Current assets 468 140 3 995 498 Strategic investments - 2 626 286 Other investments 355 069 - Other current assets 24 786 843 069 Cash and cash equivalents 88 285 526 143 Assets in disposal group held for sale - 5 045 Total assets 2 766 146 7 355 057 Equity and liabilities Capital and reserves 2 357 323 4 894 283 Owners of the parent 2 160 241 4 725 023 Minority shareholders 197 082 169 260 Non-current liabilities 382 524 1 552 174 Interest-bearing liabilities 333 078 1 279 535 Financial liability - 36 900 Deferred taxation 49 446 235 739 Current liabilities 26 299 908 600 Interest-bearing liabilities - 78 699 Non-interest-bearing liabilities - 20 712 Bank overdraft 24 366 - Other current liabilities 1 933 809 189 Total equity and liabilities 2 766 146 7 355 057 Net number of ordinary shares in issue (000) 529 139 407 139 Diluted net number of ordinary shares in 529 139 465 484 issue (000)# Net asset value per ordinary share (cents) 409 1 015,1 Net tangible asset value per ordinary share 409 832,0 (cents) # Remaining number of preferences shares in issue as at 30 June 2011 was 265 362 shares. A dilutive effect was not calculated for this year. Prior year was calculated on the basis that all preference shares will be converted into ordinary shares after November 2009 and November 2010 respectively . SUMMARISED GROUP STATEMENT OF CHANGES IN EQUITY Reviewed Audited 30 June 30 June
R`000 2011 2010 Balance at the beginning of the year 4 894 283 4 017 544 (Disposal)/acquisition of subsidiaries (12 422) 779 Cost of BEE transaction 15 501 16 175 Issued BEE share 151 - Total comprehensive (loss)/income for the (69 039) 891 492 year Dividends/distributions (2 471 151) (31 707) Balance at the end of the year 2 357 323 4 894 283 SUMMARISED GROUP STATEMENT OF COMPREHENSIVE INCOME Reviewed Audited 30 June % 30 June
R`000 2011 change 2010 Continuing operations (Loss)/profit from operations (39 837) (1 347) 3 195 (Loss)/profit from operations pre- (25 596) 3 195 exceptional items Exceptional items (14 241) - Net interest expense (24 464) (47 234) Interest income 15 482 20 470 Interest expense (39 946) (67 704) Share of loss from associates (7 942) (28 593) Dividend income 72 256 170 014 Net fair value adjustments and (229 505) (157) 407 622 (loss)/profit from investments Cost of BEE transaction (15 501) (16 175) (Loss)/profit before taxation from (244 993) (151) 488 829 continuing operations Taxation charge 140 250 226 153 Normal and capital gains (current 145 921 230 510 and deferred) taxation Secondary tax on companies (5 671) (4 357) (Loss)/profit after taxation from (104 743) 714 982 continuing operations Discontinued operations Revenue 1 886 411 (55) 4 199 259 Profit from operations 70 655 (79) 323 850 Profit from operations pre- 140 933 323 850 exceptional items Exceptional items (70 278) - Net interest expense (20 537) (60 631) Interest income 10 529 14 958 Interest expense (31 066) (75 589) Share of profit from associates 3 522 6 076 Net fair value adjustments and 3 149 216 (2 726) profit/(loss) from investments Profit before taxation from 56 789 266 569 discontinued Taxation charge (21 085) (90 059) Normal and capital gains (current (20 984) (87 823) and deferred) taxation Secondary tax on companies ( 101) (2 236) Profit after taxation from 35 704 (80) 176 510 discontinued operations Total comprehensive (loss)/income (69 039) (108) 891 492 for the year Total comprehensive (loss)/income attributable to: Owners of the parent (124 471) 865 781 Other shareholders 55 432 25 711 - Preference shareholders 14 790 30 008 - Minority shareholders 40 642 (4 297) (69 039) 891 492
Weighted average net number of 491 217 406 962 ordinary shares in issue (000) Diluted weighted average net number 491 217 465 307 of ordinary shares in issue (000)# (Loss)/earnings per ordinary share (26,0) 212,7 (cents) (Loss)/earnings per ordinary share (32,0) (119) 171,0 from continuing operations (cents) (Loss)/earnings per ordinary share 6,0 (86) 41,7 from discontinued operations (cents) Headline earnings per ordinary 43,0 238,5 share (cents) Headline earnings per ordinary 36,0 (82) 196,9 share from continuing operations (cents) Headline earnings per ordinary 7,0 (84) 41,6 share from discontinued operations (cents) Diluted (loss)/earnings per (26,0) 192,5 ordinary share (cents) Diluted (loss)/earnings per (32,0) (121) 156,0 ordinary share from continuing operations (cents) Diluted (loss)/earnings per 6,0 (84) 36,5 ordinary share from discontinued operations (cents) Diluted headline earnings per 43,0 215,0 ordinary share (cents) Diluted headline earnings per 36,0 (80) 178,6 ordinary share from continuing operations (cents) Diluted headline earnings per 7,0 (81) 36,4 ordinary share from discontinued operations (cents) Dividends per preference share 30,0 54,2 (cents) Interim 30,0 27,1 Final - 27,1 #Remaining number of preferences shares in issue as at 30 June 2011 was 265 362 shares. A dilutive effect was not calculated for this year. Prior year was calculated on the basis that all preference shares will be converted into ordinary shares after November 2009 and November 2010 respectively. RECONCILIATION BETWEEN (LOSS)/PROFIT ATTRIBUTABLE TO OWNERS OF THE PARENT AND HEADLINE PROFIT ATTRIBUTABLE TO OWNERS OF THE PARENT Reviewed Audited 30 June 30 June R`000 2011 2010 (Loss)/profit attributable to owners of the (124 471) 865 784 parent Loss on disposal of subsidiaries and 283 557 42 516 investments Impairment to investment in associate 50 337 68 627 Profit on sale of property, plant and (1 415) ( 517) equipment Tax effect 396 (5 781) Headline profit attributable to owners of the 208 404 970 629 parent SUMMARISED GROUP STATEMENT OF CASH FLOWS Reviewed Audited
30 June 30 June R`000 2011 2010 Profit from operations 30 818 327 045 Non-cash items 43 739 108 197 Working capital (95 762) (6 993) Cash (utilised)/generated from operations (21 205) 428 249 Net interest paid (25 424) (74 050) Investment income 74 301 174 122 Normal taxation paid (14 565) (70 730) Cash available from operating activities 13 107 457 591 before the payment of capital gains tax Capital gains tax paid (46 833) ( 791) Cash (utilised)/available from operating (33 726) 456 800 activities Cash effects of investing activities 196 021 114 484 Cash effects of financing activities (609 729) (484 685) Preference dividends paid (14 790) (30 008) Net movement in cash and cash equivalents (462 224) 56 591 Cash and cash equivalents at the beginning of 526 143 469 552 the year Cash and cash equivalents at the end of the 63 919 526 143 year SEGMENTAL INFORMATION Reviewed Audited
30 June 30 June R`000 2011 2010 NET ASSETS Consumer services 996 342 3 982 268 Financial services 826 689 572 429 Infrastructure and construction 83 646 130 550 Telecoms, media and technology 450 646 209 036 2 357 323 4 894 283
REVENUE Revenue from discontinued operations 1 886 411 4 199 259 1 886 411 4 199 259 TOTAL COMPREHENSIVE (LOSS)/INCOME FOR YEAR Consumer services (260 502) 866 901 Financial services 254 259 (6 928) Infrastructure and Construction. (46 905) (15 588) Telecoms, Media and Technology (36 094) (113 228) Cost of BEE transaction (15 501) (16 175) Profit after taxation from discontinued 35 704 176 510 operations (69 039) 891 492
Mikki Xayiya, Chairman, commented: "Mvela Group has made significant progress with its value-unlocking strategy with the successful unbundling of its 14,24% indirect interest in Life Healthcare and the listing and subsequent unbundling of Mvelaserve. Mvela Group will continue to focus on realising value for its shareholders." COMMENTARY Introduction Mvela Group reported at the time of release of interim results the significant progress made on its value unlocking strategy with the unbundling of its investments in Life Healthcare Limited ("Life Healthcare") and Mvelaserve Limited ("Mvelaserve") to shareholders. Since then, Mvela Group continues to explore avenues to unlock value in the most efficient way for shareholders. FINANCIAL REVIEW Financial performance The results for the year ended 30 June 2011 include revenue of R1 886 million from Mvelaserve for five months prior to it`s unbundling on 6 December 2010 compared to R4 199 million for the full 12 months the previous year. Operating profit for the year amounted to R115 million which excludes R85 million of exceptional items incurred for the listing and unbundling of Mvelaserve and the unbundling of Life Healthcare to shareholders. Net interest expense for the year decreased to R45 million from R108 million the previous year mainly as a result of settling non-current liabilities during the year. Mvela Group received dividend income of R72 million (2010: R170 million) during the year, of which, R57 million was received from Life Healthcare. Net fair value adjustments and profit and loss from investments amounted to a net loss of R230 million against a gain of R408 million the previous year which comprises a net gain from fair value adjustments on investments of R197 million (2010: R609 million), an unbundling fair value adjustment loss of R284 million, and R143 million (2010: R201 million) in net realised loss from disposal of investments. The net fair value adjustment of investments of R197 million includes R237 million fair value gain from the Group`s indirect investment in Absa Group Limited ("Absa") offset by R72 million fair value loss from the Group`s investment in Group Five Limited ("Group Five"). The net loss from associates amounted to R4 million against a loss of R23 million the previous year. The Group`s interest in Avusa Limited ("Avusa") contributed R8 million of the aforementioned R4 million loss, being the Group`s share of Avusa`s comprehensive income for the year ended 31 March 2011 of R42 million (2010: R40 million) offset by an impairment on the Group`s investment in Avusa of R50 million (2010: R69 million). Costs relating to the portion of the 124 425 055 redeemable option-holding shares ("BEE shares") that are amortised to the statement of comprehensive income in accordance with AC503, Accounting for black economic empowerment (BEE) transactions, have vested in full with the final cost of R16 million amortised during the year. Tax credit of R119 million (2010: R136 million) was charged to the statement of comprehensive income during the year of which R144 million relates to the over provision of deferred tax provided for in respect of the Group`s indirect investment in Absa, R47 million capital gains tax ("CGT") incurred from the sale of Life Healthcare shares and secondary tax on companies ("STC") of R6 million. Dividends paid to ordinary shareholders of R2 456 million results mainly from the unbundling of Life Healthcare and Mvelaserve. As the unbundling transactions qualified for roll-over relief as set out in section 46 of the Income tax Act 58 of 1962, no STC was payable by the Company. Financial position The investment in associates comprise mostly of the Group`s investment in Avusa amounting to R635 million (2010: R674 million) after equity accounting for the Group`s share in Avusa`s comprehensive income of R42 million (2010: R40 million) less an impairment in the amount of R50 million (2010: R69 million). Investments decreased to R2 016 million at 30 June 2011 from R4 065 million the previous year, mainly attributable to the Life Healthcare unbundling of R1 892 million. As part of the unbundling of Life Healthcare and Mvelaserve, the Group received shares to the value of R270 million in lieu of its 35 765 285 Mvela Group treasury shares held. Investments with a carrying value of R631 million were disposed of during the year, which includes the Health Strategic Investments Limited shares received on unbundling. The proceeds received from disposal of investments were mostly used to settle the Group`s interest-bearing liabilities. The Group`s net cash position decreased to R64 million, including a R24 million overdraft at 30 June 2011, from R526 million at 30 June 2010 mainly from the unbundling of Mvelaserve and from the reduction of interest-bearing liabilities. Total interest-bearing liabilities at 30 June 2011 decreased to R333 million from R1 358 million at 30 June 2010 mainly attributable to repayments of R609 million and R435 million debt being disposed of via the Mvelaserve unbundling. Capital structure The issued ordinary share capital of the Company increased by 121 999 596 shares to 565 473 650 ordinary shares following the conversion of 53 995 906 preference shares as mentioned below. The ordinary shares held as treasury shares remained unchanged at 35 765 285 shares. The issued preference shares decreased to 265 362 convertible perpetual cumulative preference shares following the conversion of the 53 995 906 preference shares. The conversion price of the convertible perpetual cumulative preference shares was changed on 23 August 2010 to R4,50 from R9,30 following the distribution of Life Healthcare to ordinary shareholders. Preference shareholders had until 4 November 2010 to convert and the remaining 265 362 convertible perpetual cumulative preference shares have now become perpetual preference shares at a dividend rate of 80% of the ruling prime overdraft rate, redeemable at the instance of the issuer. The preference shareholders earned dividends at a rate of 5,5% per annum up to 4 November 2010 and at 80% of the ruling prime overdraft rate from 5 November 2010 until 30 June 2011. BEE shareholders were not able to participate in the unbundling of Life Healthcare or Mvelaserve. As compensation, and to enhance and secure Mvela Group`s BEE shareholding credentials, additional BEE shares were created and allotted, increasing the issued number of BEE shares to 276 223 624 at 30 June 2011 from 124 425 056 at 30 June 2010. Similarly, the minimum strike price of R17,50 was adjusted to R9,18 per Mvela Group ordinary share. Intrinsic net asset value The Group`s intrinsic net asset value per share decreased to R3,65 from R11,36 at 30 June 2010 mainly due to the unbundling of Life Healthcare and Mvelaserve. The intrinsic net asset value per ordinary share net of capital gains tax and debt is set out in the table below: 30 June 2011 30 June 2010 Intrinsic Intrinsic Intrinsic gross net Per net Per
asset asset share asset share value (after Debt value (1) (3) value (2) (3) CGT)
Rm Rm Rm R Rm R Absa Group 1 053 - 1 053 1,99 913 1,96 Life 270 - 270 0,51 2 542 5,46 Healthcare Avusa 635 (333) 302 0,57 (345) (0,74) Group Five 82 - 82 0,15 174 0,37 Mvelaserve 99 - 99 0,18 1 723 3,70 Vox Telecom 48 - 48 0,09 (215) (0,46) Other 26 - 26 0,04 25 0,05 investments Net cash 64 - 64 0,12 476 1,02 Total 2 277 (333) 1 944 3,65 5 293 11,36 1) Based on total net number of ordinary shares in issue on 30 June 2011 of 529 million ordinary shares. 2) Based on the fully diluted net number of 465 million ordinary shares, on the assumption that all the preference shares are converted into ordinary shares. 3) BEE shares issued in June 2007 and December 2010 have not been taken into account in calculating the intrinsic net asset value per ordinary share as the minimum option strike price of R9,18 (2010: R17,50) is greater than the current Mvela Group ordinary share price. 4) The intrinsic net asset value is unaudited and un-reviewed. Based on Mvela Group`s ordinary share price listed on the JSE of R3,28 on 30 June 2011, the ordinary shares were trading at a discount of 11% to the Group`s intrinsic net asset value per ordinary share of R3,65 at that date. INVESTMENT REVIEW Absa The Absa intrinsic net asset value of R1,99 per Mvela Group share was based on the Absa share price of R134,81 per share at 30 June 2011 compared to R1,96 per Mvela Group share which was based on an Absa share price of R121,49 per share at 30 June 2010. The Group`s investment in Absa comprises 54% of the Group`s intrinsic net asset value at 30 June 2011. Avusa The Group`s interest of 26 474 000 ordinary shares in Avusa was diluted to 22% at 30 June 2011 from 25,5% at 30 June 2010following an issue of ordinary shares by Avusa as part settlement for an acquisition during the period under review. Based on a closing price at 30 June 2011 of R24 (2010: R19,10), the intrinsic net asset value amounted to R0,57 per Mvela Group share compared to a negative R0,74 per Mvela Group share at 30 June 2010. The aforementioned improvement was mainly as a result of a R518 million repayment of debt. Mvela Group`s 22% investment in Avusa comprises 15% of Mvela Group`s intrinsic net asset value at 30 June 2011. Group Five Mvela Group`s interest in Group Five is valued using an option-pricing model. Based on a share price of R29,90 at 30 June 2011 (2010: R34,50), the intrinsic net asset value amounted to R0,15 per Mvela Group share compared to an intrinsic net asset value of R0,37 per Mvela Group share at 30 June 2010. Mvela Group`s 12,7% investment in Group Five comprises 4% of the Group`s intrinsic net asset value at 30 June 2011. Life Healthcare Life Healthcare, which was listed in the previous financial year, was unbundled to shareholders on 20 August 2010 via shares in a newly listed subsidiary, Health Strategic Investments ("Health"). Each Health share represented one Life Healthcare share and was unbundled to shareholders in a ratio of 33,455 Health shares for every 100 Mvela Group ordinary shares held, resulting in Mvela Group, through its 35 765 285 treasury shares held by a subsidiary, receiving 11 964 686 Health ordinary shares. Health unbundled its Life Healthcare shares to its shareholders on 17 December 2010 in a ratio of 1:1. Apart from the above, Mvela Group owned a direct interest of 44 305 618 shares in Life Healthcare of which 9 920 338 were sold pursuant to the overallotment after the listing of Life Healthcare. A further 16 935 377 Life Healthcare shares were sold during the year bringing the Group`s interest in Life Healthcare to 17 449 903 or 1,67%. The Life Healthcare share price at 30 June 2011 amounted to R17,59 per share which translated to a net intrinsic value of R0,51 per Mvela Group share compared to R5,46 per Mvela Group share at 30 June 2010. The decrease was mainly due to the unbundling effect of R4,72 per Life Healthcare share, partially offset against the increase in the Life Healthcare share price from R13,50 to R17,59 per share. Life Healthcare comprises 14% of Mvela Group`s intrinsic net asset value at 30 June 2011. Mvelaserve Mvelaserve was listed on the JSE on 29 November 2010 after which the Group unbundled its total interest to shareholders on 6 December 2010. As part of the unbundling, the Group received 8 953 481 Mvelaserve shares in lieu of its holding of 35 765 285 Mvela Group treasury shares. The share price of Mvelaserve on the JSE at 30 June 2011 was R12,00 which translates to R0,18 per Mvela Group ordinary share at 30 June 2011 compared to R3,70 per Mvela Group share at 30 June 2010. Mvelaserve comprises 5% of the Group`s intrinsic net asset value at 30 June 2011. Vox Telecoms Limited ("Vox Telecom") The intrinsic net asset value of Mvela Group`s 12% investment Vox Telecoms amounts to R0,09 per Mvela Group share based on the closing price of R0,35 per Mvela Group share at 30 June 2011 compared to a negative R0,46 per Mvela Group share at 30 June 2010. The aforementioned improvement was mainly as a result of a R256 million redemption in debt. Changes to board of directors Ms Cuba resigned as chief executive officer (CEO) with effect from 31 December 2010. In view of the Group`s unbundling strategy, the JSE approved that the position of CEO remain vacant for a period of 18 months from 30 March 2011. Accounting policies and international financial reporting standards The reviewed condensed consolidated financial statements for the year ended 30 June 2011 have been prepared in accordance with International Financial Reporting Standards (IFRS) including IAS 34, AC500 standards as issued by the Accounting Practices Board or its successor, the JSE Listings Requirements, and in the manner required by the Companies Act of South Africa. The accounting policies adopted are consistent with the accounting policies applied in the audited annual financial statements for the previous year ended 30 June 2010, except as disclosed below. The reviewed financial results for the year ended 30 June 2011 was compiled under the supervision of Mr E Roth, the chief financial officer. Changes in accounting policy and disclosures Business combinations involving entities under common control In accordance with IAS 8 Accounting Policies, Estimates and Errors, management referred to IFRS 3 Business Combination and accordingly adopted the acquisition method as the Group`s accounting policy for the treatment of business combinations under common control. The Group has applied the new policy prospectively, with the result that no adjustments were necessary to any of the amounts previously recognised in the financial statements. Exceptional items Exceptional items are those which have been determined by the directors as being material by their size, incidence or nature and are therefore required to be disclosed separately to enable full understanding of the Group`s financial performance. Unbundling of subsidiaries On 20 August 2010, the Group unbundled and distributed its 53,33% interest in Health, the vehicle holding the Group`s 14,25% indirect interest in Life Healthcare, to its ordinary shareholders. The fair value unbundled/distributed amounted to R1 892 million. As part of the Group`s unbundling process, the Group disposed of its 75% interest in the share capital of Zonke Monitoring Systems (Proprietary) Limited to Mvelaserve on 29 October 2010. The Fair value of its net assets disposed of was R81 million for which the Group received additional shares in Mvelaserve. On 6 December 2010, the Group unbundled its 100% interest in Mvelaserve. The fair value unbundled/distributed amounted to R834 million. The assets and liabilities unbundled/distributed are as follows: R`000 Mvelaserve Health Property, plant and equipment 394 724 - Trademarks and other intangibles 135 974 - Investment in associates 9 745 - Strategic investments 20 692 1 892 236 Deferred taxation assets 14 847 13 234 Inventory 44 589 - Trade and other receivables 915 670 - Net cash and cash equivalents 188 368 - Total assets 1 724 609 1 905 470 Trade and other payables 803 936 - Non-current interest bearing liabilities 285 760 - Current asset finance 75 489 - Non-current asset finance 107 754 - Taxation 37 835 - Total liabilities 1 310 774 - Net assets disposed 413 835 1 905 470 Minority interest (12 422) - Goodwill 680 873 22 500 Fair value adjustment (247 823) (35 734) Dividend/distribution 834 463 1 892 236 Events subsequent to the reporting date On 1 July 2011, Mvela Group has irrevocably committed to vote in favour of an offer to acquire the entire share capital of Vox Telecom by Business Venture Investments No 1542, a special purpose vehicle held by Metier Trustees (Proprietary) Limited and Investec Bank Limited. The terms of the irrevocable undertaking, Mvela Group has elected to receive a cash consideration of approximately R61,9 million in respect to its 137,5 million Vox Telecom shares held at 30 June 2011. As part of the Group`s strategy to realise value for its shareholders, the Group entered into a collar option transaction with a financial institution in July 2011. The collar option entered into is in respect of 7 million Life Healthcare shares. The deemed value of the collar option is R122 million, based on the market price per Life Healthcare share of R17,43 on 30 June 2011. REVIEW OPINION These results have been reviewed by Mvela Group`s auditors PKF (Jhb) Inc., Registered Auditors. Their unqualified review opinion is available for inspection at the Company`s registered office. Dividend Ordinary shares The directors of Mvela Group have resolved not to declare a dividend for the year ended 30 June 2011 following the decision to realise value for shareholders and preserve cash for the realisation and unbundling process. Preference shares On 11 April 2010, preference shareholders received 30,03288 cents per preference share or R14 790 000. RESTRUCTURING The Mvela Group board will continue with its unbundling strategy with a key focus on unlocking value for shareholders and generating a satisfactory return on capital for shareholders over time. M S M Xayiya Executive Chairman 11 August 2011 Executive Directors: MSM Xayiya (Executive Chairman), GE Roth (Chief Financial Officer) Non-executive Directors: KD Dlamini*, BD Hopkins*#, OA Mabandla* (*Independent #lead independent) Registered Office: 1st Floor, 30 Melrose Boulevard, Melrose Arch, 2076. Telephone: 27 11 684-2652 Telefax: 27 11 684-2656 Sponsor: Deutsche Securities (SA) (Proprietary) Limited Transfer Secretaries: Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 A copy of these results is available on the Mvelaphanda Group website at: www.mvelagroup.co.za Johannesburg 15 August 2011 Sponsor Deutsche Securities (SA) (Proprietary) Limited Date: 15/08/2011 07:05:01 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. 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