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ADR/PCN - Adcorp/Paracon - Joint announcement of a firm intention by Adcorp

Release Date: 06/09/2011 10:00
Code(s): ADR PCN
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ADR/PCN - Adcorp/Paracon - Joint announcement of a firm intention by Adcorp to make an offer to acquire the entire issued share capital of Paracon and withdrawal of respective cautionary announcements ADCORP HOLDINGS LIMITED Incorporated in the Republic of South Africa Registration number 1974/001804/06 Share code ADR ISIN: ZAE000000139 ("Adcorp") PARACON HOLDINGS LIMITED Incorporated in the Republic of South Africa Registration number 1997/008181/06 Share code PCN ISIN: ZAE000029674 ("Paracon") JOINT ANNOUNCEMENT OF A FIRM INTENTION BY ADCORP TO MAKE AN OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF PARACON ("FIRM INTENTION ANNOUNCEMENT") AND WITHDRAWAL OF RESPECTIVE CAUTIONARY ANNOUNCEMENTS 1. INTRODUCTION The respective boards of directors of Adcorp and Paracon are pleased to announce that Adcorp has made an offer ("Offer") to acquire the entire issued share capital of Paracon ("Proposed Transaction"), excluding the Paracon shares held by subsidiaries of Paracon, ("Paracon Shares") by way of a scheme of arrangement ("Scheme") in terms of section 114 of the Companies Act 71 of 2008, as amended, (the "Companies Act"), to be proposed by the board of directors of Paracon ("Paracon Board") between Paracon and the holders of Paracon Shares ("Paracon Shareholders"). In terms of the Offer, Paracon Shareholders will, if the Scheme becomes operative, receive at their election - * 1 (one) Adcorp ordinary share ("Adcorp Share") for every 13.812 (thirteen point eight one two) ("Switch Ratio") Paracon Shares held by them on the Scheme consideration record date ("Share Consideration"); or alternatively * R1.97 (one Rand and ninety seven cents) in cash for every Paracon Share held on the Scheme consideration record date ("Cash Consideration"); or * a combination thereof, provided that the total amount available for the Cash Consideration will be limited to R265,000,000 (two hundred and sixty five million Rand) (collectively the "Purchase Consideration"). Paracon Shareholders who elect to receive the Cash Consideration will be allocated such cash alternative pro rata to the number of Paracon Shares in respect of which they elect the Cash Consideration, calculated based on the total number of Paracon Shares in respect of which Paracon Shareholders elected the Cash Consideration. Paracon Shareholders who are not South African residents and are unable to accept the Share Consideration, unless Adcorp complies with filing and/or other regulatory obligations in the jurisdictions in which such Paracon Shareholders are resident, will be obliged to accept the Cash Consideration in respect of all of their Paracon Shares. To the extent that the R265,000,000 (two hundred and sixty five million Rand) is insufficient to fund the Cash Consideration due to all Paracon Shareholders who elect the Cash Consideration, the shortfall owing to such Paracon Shareholders will be settled in Adcorp Shares through the Share Consideration. The Share Consideration represents a premium of: * 12.1% to the volume weighted average price ("VWAP") of Adcorp and Paracon Shares traded on the securities exchange operated by the JSE Limited ("JSE") over the 30 (thirty) days up to and including the date on which the first cautionary announcement was released on SENS, being 6 July 2011 (the "Publication Date"); and * 7.1% to the VWAP of Adcorp and Paracon Shares traded on the JSE over the 30 (thirty) days up to and including 5 September 2011, being the last business day immediately prior to the date of this Firm Intention Announcement. The Cash Consideration represents a premium of: * 11.9% to the VWAP of Paracon Shares traded on the JSE over the 30 (thirty) days up to and including the Publication Date; and * 8.7% to the VWAP of Paracon Shares traded on the JSE over the 30 (thirty) days up to and including 5 September 2011, being the last business day immediately prior to the date of this Firm Intention Announcement. 2. RATIONALE FOR THE SCHEME A merger between Adcorp and Paracon will create South Africa`s premier diversified and specialised resourcing and solutions provider and will provide a number of financial and operational benefits to the stakeholders of both businesses, including: * Paracon Shareholders receiving an attractive premium for their Paracon Shares; * the Proposed Transaction being earnings enhancing for Paracon shareholders and substantially earnings neutral for Adcorp shareholders based on normalised earnings, excluding the effects of the once-off transaction costs; * an enhanced and integrated product offering to the clients of both businesses - the merged entity will be the only company that can outsource total enterprise resourcing end-to-end; * greater penetration in large corporate clients; * a reduced risk profile due to the diversification offered by the two businesses; * possible cost savings in the future; * enhanced BEE credentials to the extent that Paracon BEE shareholders elect to receive the Share Consideration; * improved career opportunities for the staff complement of both businesses; * better opportunities to incentivise and retain top talent; and * a significantly bolstered market capitalisation which is expected to lead to, inter alia, improved liquidity, a broader institutional shareholder base and greater analyst coverage. 3. CONDITIONS PRECEDENT TO THE POSTING OF THE SCHEME CIRCULAR TO PARACON SHAREHOLDERS The posting of the circular to Paracon Shareholders in relation to the Scheme ("Scheme Circular") is subject to the fulfilment, or waiver (in whole or in part), of the following conditions precedent: 3.1 Java Capital (Proprietary) Limited, the independent expert appointed by the Paracon Board, ("Independent Expert") as required in terms of section 114(3) of the Companies Act and the Takeover Regulations, confirming in its report that the Purchase Consideration is fair and reasonable to Paracon Shareholders; 3.2 the Paracon independent board constituted in terms of the Takeover Regulations ("Paracon Independent Board") recommending to the Paracon Shareholders, without qualification, that they vote in favour of the Scheme; and 3.3 the requisite approvals being received from the JSE and the Takeover Regulation Panel ("TRP") for the posting of the Scheme Circular. The conditions set out in paragraphs 3.1 and 3.2 above are for the benefit of Adcorp and may be waived by Adcorp in its sole discretion by notice in writing to Paracon. The condition set out in paragraph 3.3 above is of a regulatory nature and cannot be waived. 4. CONDITIONS PRECEDENT TO THE SCHEME 4.1 The Scheme will be subject to the fulfilment, or waiver (in whole or in part), of the following conditions precedent by 28 February 2012, or such later date as Adcorp and Paracon may agree to in writing: 4.1.1 the approval of the Scheme by the requisite majority of Paracon Shareholders, as contemplated in section 115(2) of the Companies Act, and: 4.1.1.1 to the extent required, the approval of the implementation of such resolution by the court; and 4.1.1.2 if applicable, Paracon not treating the aforesaid resolution as a nullity, as contemplated in section 115(5)(b) of the Companies Act;
4.1.2 Paracon Shareholders not having exercised appraisal rights by giving valid demands to this effect to Paracon, in terms of section 164(7) of the Companies Act, in respect of more than 5% (five percent) of the Paracon Shares within 30 (thirty)
business days following the Paracon Shareholders meeting convened to approve the Scheme ("Scheme Meeting"), provided that, in the event that any Paracon Shareholders give notice objecting to the Scheme, as contemplated in section 164(3) of
the Companies Act, and those Paracon Shareholders vote against the resolution proposed at the Scheme Meeting to approve the Scheme, but do so in respect of no more than 5% (five percent) of the Paracon Shares, this condition shall be deemed to have
been fulfilled at the time of the Scheme Meeting; 4.1.3 the requisite majority of the shareholders of Adcorp ("Adcorp Shareholders") approving the Proposed Transaction in terms of the Companies Act and the Listings Requirements of the JSE
("Listings Requirements"); 4.1.4 the unconditional written approval of the Proposed Transaction (or if such approval is conditional, such conditions being satisfactory to Adcorp) having been obtained from:
4.1.4.1 the TRP (in terms of a compliance certificate to be issued in terms of the Companies Act); 4.1.4.2 the Competition Commission, Competition Tribunal and/or Competition Appeal Court, as the case may be, in terms of the
Competition Act 89 of 1998, as amended; and 4.1.5 by the date on which the last of the abovementioned conditions is fulfilled or waived (as the case may be) none of the following events or circumstances having occurred or arisen:
4.1.5.1 either Adcorp or Paracon is dissolved or deregistered; 4.1.5.2 an order or declaration is made, or a resolution is passed, for the administration, custodianship, bankruptcy, liquidation, business rescue, winding-up, judicial management,
receivership, supervision, trusteeship, deregistration or dissolution (and, in each case, whether provisional or final) of either Adcorp or Paracon, its assets or its estate or an order or declaration is made, or a resolution is passed, to
authorise the commencement of any business rescue proceedings in respect of either Adcorp or Paracon, its assets or its estate; or 4.1.5.3 either Adcorp or Paracon seeks or requests the appointment of an administrator, liquidator (whether provisional or final), business rescue practitioner, conservator, receiver, trustee, judicial manager, judicial receiver, administrative receiver, compulsory manager, custodian or other similar official for it
or for all or substantially all its assets or estate. 4.2 The conditions set out in paragraph 4.1.2 and 4.1.5 above are for the benefit of Adcorp and may be waived by Adcorp in its sole discretion by notice in writing to Paracon, provided that Adcorp may only waive the condition in clause 4.1.5 with the prior written consent of Rand Merchant Bank (a division of FirstRand Bank Limited) and ABSA Capital (a division of ABSA Bank Limited), Adcorp`s funders who have provided the bank guarantee referred to in paragraph 7 below. The remainder of the conditions set out in paragraph 4.1 are of a regulatory nature and cannot be waived. 5. PRO FORMA EARNINGS AND NET ASSET VALUE EFFECTS PERTAINING TO THE SCHEME 5.1 Adcorp The unaudited pro forma financial effects of the Offer on Adcorp Shareholders, for which the directors of Adcorp are responsible, are provided for illustrative purposes only to provide information about how the Offer will affect the financial position of the Adcorp Shareholders by illustrating the effect thereof on the earnings per share ("EPS"), normalised earnings per share ("NEPS"), headline earnings per share ("HEPS") and dividend per share ("DPS") of Adcorp as if the Offer had become operative on 1 March 2010, and, for the purpose of net asset value per share ("NAVPS") and net tangible asset value per share ("NTAVPS") of Adcorp, as if the Offer had become operative on 28 February 2011. Because of their nature the unaudited pro forma financial effects may not give a fair presentation of Adcorp`s financial position and performance after the Offer. The unaudited pro forma financial effects have been compiled using accounting policies that comply with International Financial Reporting Standards ("IFRS") and that are consistent with those applied in the audited consolidated financial statements of Adcorp for the 12 (twelve) months ended 28 February 2011. Before the Offer After the Offer % Change (Note 1) (Note 2)
EPS (cents) 192.5 157.5 -18.2% NEPS (cents) 290.2 288.4 -0.6% HEPS (cents) 195.7 159.1 -18.7% DPS (cents) 169.0 168.0 -0.6% NAVPS (cents) 1637.7 1830.7 11.8% NTAVPS (cents) 510.1 134.0 -73.7% Weighted average 60, 110 74, 698 number of shares in issue (`000) Outstanding shares 61, 850 76, 438 at year (`000) end Notes: 1) The financial information in the "Before the Offer" column has been prepared based on Adcorp`s audited consolidated financial results for the 12 (twelve) months ended 28 February 2011. 2) The financial information included in the "After the Offer" column has been prepared based on Adcorp`s audited consolidated financial results for the 12 (twelve) months ended 28 February 2011 and by adding Paracon`s financial results for the 12 (twelve) months to 31 March 2011, taking into account the following: 2.1) Paracon`s financial information has been prepared based on the 12 (twelve) month results for Paracon to 31 March 2011 as extracted from Paracon`s interim results for the 6 (six) months ended 31 March 2011 and the financial statements for
the 12 (twelve) months ended 30 September 2010; 2.2) The Purchase Consideration is funded by debt of R265 million and by the issue of 14.6 million new Adcorp shares to the value of R391.4 million (based on Adcorp`s 30 (thirty) day
VWAP as at 5 September 2011); 2.3) Interest at an after tax interest rate of 7.2% has been deducted on the debt of R265 million; 2.4) Once off transaction costs for Adcorp to implement the Offer and Paracon to implement the Scheme amounting to R14.7 million have been deducted. It has been assumed that these costs are not tax deductible; 2.5) In terms of the requirements of IFRS 3 and based on Adcorp management`s best estimate at this stage, the excess of the Purchase Consideration paid to Paracon Shareholders over the net asset value of R398.5 million at 31 March 2011 has been allocated as follows:
* R159.4 million to intangible assets which have been amortised based on an expected useful life of 5 (five) years; and * R239.1 to goodwill. The final allocation will require a detailed identification
and valuation exercise which will be completed only once the Scheme is implemented; and 2.6) There are no post balance sheet events which require adjustment of the pro forma financial effects.
3) If the once off transaction costs detailed in 2.4 above are excluded, the effect of the Scheme would be as follows: % Change EPS (cents) -7.9% NEPS (cents) -0.6% HEPS (cents) -8.6% 5.2 Paracon The unaudited pro forma financial effects of the Scheme on Paracon Shareholders, for which the directors of Paracon are responsible, are provided for illustrative purposes only to provide information about how the Scheme will affect the financial position of the Paracon Shareholders who elect the Share Consideration, assuming that the full Cash Consideration is paid, by illustrating the effect thereof on the EPS, NEPS, HEPS and DPS of the Paracon Shares exchanged for new Adcorp Shares at the Switch Ratio, as if the Scheme had become operative on 1 April 2010, and, for the purpose of NAVPS and NTAVPS as if the Scheme had become operative on 31 March 2011. These pro forma financial effects are based on the 12 (twelve) month results for Paracon to 31 March 2011. Because of their nature the unaudited pro forma financial effects may not give a fair presentation of Paracon Shareholders` financial position and performance following the implementation of the Scheme. Before the Scheme After the Scheme % Change (Note 1) (Note 2) EPS (cents) 18.1 11.4 -36.9% NEPS (cents) 17.9 20.9 16.8% HEPS (cents) 17.9 11.5 -35.5% DPS (cents) 10.0 12.2% 21.6% NAVPS (cents) 77.5 132.5 71.0% NTAVPS (cents) 76.8 9.7 -87.4% Weighted average 336,005 74, 698 number of shares in issue (`000) Outstanding 336,005 76, 438 shares at year end (`000) Notes: 1) The financial information in the "Before the Scheme" column has been extracted from Paracon`s interim results for the six months ended 31 March 2011 and the financial statements for the 12 (twelve) months ended 30 September 2010.
2) The financial information included in the "After the Scheme" column has been derived by taking the "After the Offer" financial effects for Adcorp as illustrated in paragraph 5.1 above and dividing these results by the Switch Ratio to
provide the pro forma financial effects for those Paracon Shareholders who elect the Share Consideration. 3) Paracon does not disclose normalised earnings in their financial statements. However, as normalised earnings is
Adcorp`s primary measure of financial performance, it has been calculated and included in the Paracon pro forma financial effects based on Paracon`s HEPS figure. 4) If the once off transaction costs are excluded, the effect of the Scheme would be as follows: % Change EPS (cents) -29.0% NEPS (cents) 16.8% HEPS (cents) -27.6% 6. SHAREHOLDER UNDERTAKINGS Adcorp has received irrevocable undertakings from certain Paracon Shareholders holding between them 228,528,163 (two hundred and twenty eight million five hundred and twenty eight thousand one hundred and sixty three) Paracon Shares, representing in aggregate 68.0% (sixty eight percent) of the Paracon Shares, to vote in favour of the Scheme. Adcorp has received irrevocable undertakings from certain Adcorp Shareholders currently holding between them 52,318,202 (fifty two million three hundred and eighteen thousand two hundred and two) Adcorp Shares or Adcorp A ordinary shares, representing in aggregate 66.5% (sixty six point five percent) of the total voting rights of Adcorp, to vote in favour of the Adcorp shareholder resolutions required to implement the Offer. The aforesaid undertakings, however, only apply to Adcorp shares which these shareholders hold on the date of the relevant Adcorp shareholder meeting and the number of Adcorp shares which they will vote at the Adcorp shareholders meeting may therefore increase or decrease prior to such meeting. 7. GUARANTEES AND CONFIRMATIONS TO THE TAKEOVER REGULATION PANEL FirstRand Bank Limited, acting through its Rand Merchant Bank Division, and ABSA Bank Limited, acting through its ABSA Capital Division, have each delivered an irrevocable, unconditional bank guarantee for an amount of R132,500,000 (one hundred and thirty two million five hundred thousand Rand) to the TRP in compliance with regulations 111(4) and 111(5) of the Takeover Regulations. The aggregate amount of the bank guarantees of R265,000,000 (two hundred and sixty five million Rand) is sufficient for the purpose of fully satisfying the Cash Consideration. Adcorp has confirmed to the Paracon Board and the TRP that it has sufficient authorised and unissued shares available in order to issue the maximum number of new Adcorp Shares which may be required to fully satisfy the Share Consideration. 8. TERMINATION OF THE PARACON LISTING Following implementation of the Scheme, application will be made to the JSE to terminate the listing of the Paracon Shares on the JSE. 9. ACTING AS PRINCIPAL Adcorp confirms that it is the ultimate proposed purchaser of all the Paracon Shares and that it is acting alone and not in concert with, or as agent or broker for, any other party. Neither Adcorp nor any of its directors currently hold or control any shares or options to acquire any shares in Paracon. 10. IMPLEMENTATION AGREEMENT 10.1 Adcorp and Paracon have concluded a written implementation agreement dated 5 September 2011 ("Implementation Agreement") in relation to the Offer and the Scheme. 10.2 The Implementation Agreement contains provisions relating to the implementation of the Scheme and certain undertakings of Paracon and Adcorp, including undertakings regarding the conduct of the respective businesses of Paracon and Adcorp during the period between the date of this Firm Intention Announcement and the operative date of the Scheme ("Interim Period"), as well as the manner in which third party approaches will be dealt with by Paracon during this period. In this regard Adcorp and Paracon have agreed, inter alia, that: 10.2.1 until the earlier of the operative date of the Scheme and termination of the Implementation Agreement, Paracon will not (and it will procure that certain other persons
related to it will not) directly or indirectly: 10.2.1.1 solicit, initiate or encourage any expression of interest, enquiry, proposal or offer regarding any transaction or series of transactions that would or
could constitute a change of control or reasonably be considered to be likely to preclude the Scheme or its implementation (an "Alternative Proposal"); 10.2.1.2 participate in any discussion or negotiations
regarding any Alternative Proposal, unless it constitutes a bona fide Alternative Proposal which the Paracon Board, acting pursuant to its fiduciary duties, determines in good faith, would, if
implemented, result in a transaction more favourable to the Paracon Shareholders than the Offer ("Superior Proposal") taking into account inter alia, the nature of the consideration, the
likelihood of such a transaction being completed within a reasonable period of time and the financing risks relating thereto; 10.2.1.3 agree to, approve or recommend an Alternative
Proposal, unless it constitutes a Superior Proposal; and/or 10.2.1.4 enter into any agreement related to an Alternative Proposal, unless it constitutes a Superior Proposal,
save where the Paracon Board concludes that such action is necessary to ensure compliance with its directors` fiduciary duties and/or obligations in terms of the Companies Act and the Takeover Regulations;
10.2.2 Paracon will, from the date of this Firm Intention Announcement until the implementation of the Scheme or the termination of the Implementation Agreement, promptly notify Adcorp of any Alternative Proposal which is made
to the Paracon Board and which the Paracon Board or any director, senior officer or agent of Paracon and which the Paracon Board intends considering further. Such notice shall include, to the extent that Paracon is
permitted to do so, a description of the material terms and conditions of any such Alternative Proposal and the identity of the person making such Alternative Proposal ("Requesting Person"). Paracon undertakes to promptly
provide Adcorp with the same information and level of information made available to the Requesting Person; 10.2.3 should an Alternative Proposal constitute a Superior Proposal, then, prior to the Paracon Board approving or
recommending and/or entering into an agreement in respect of the Superior Proposal, Paracon shall provide Adcorp with a copy of the document in which the Superior Proposal is made and afford Adcorp eight business days to
amend the Offer on financial and/or other terms equivalent to, or more favourable than, those contained in the Superior Proposal; 10.3 Paracon has agreed to pay Adcorp a break fee of R6,619,000 (six million six hundred and nineteen thousand Rand) plus value-added tax (approximately 1% of the transaction value) (if applicable) (the "Break Fee") in certain circumstances, including if the Paracon Board elects to proceed with an Alternative Proposal or Paracon breaches the undertaking in paragraph 10.2.1 or certain undertakings relating to the convening the Scheme Meeting or attempting to obtain shareholder approval and court approval (if necessary) for the Scheme; 10.4 Adcorp has also agreed to pay to Paracon an amount of R5,000,000 (five million Rand) plus value-added tax (if applicable) in order to reimburse Paracon for the expenses it incurred in relation to the Scheme in certain circumstances, including if, at the general meeting of the Adcorp Shareholders convened to vote on the Offer, the Adcorp Shareholders do not pass the necessary resolutions to implement the Offer and the Offer fails solely as a result of the Adcorp Shareholders not passing such resolutions; and 10.5 Paracon has agreed not to declare or pay a dividend during the Interim Period. 11. RECOMMENDATION AND FAIRNESS OPINION The Paracon Independent Board has appointed the Independent Expert, an independent adviser acceptable to the TRP, to provide it with external advice in relation to the Scheme and to make appropriate recommendations to the Independent Board in the form of a fair and reasonable opinion. The Paracon Independent Board intends, based on the information currently available to it, to make a recommendation to Paracon Shareholders to vote in favour of the resolutions to be proposed at the Scheme Meeting, provided that the Paracon Independent Board receives an opinion from the Independent Expert to the effect that the Purchase Consideration is fair and reasonable to Paracon Shareholders. The substance of the external advice received from the Independent Expert and the views of the Paracon Independent Board will be detailed in the Scheme Circular. 12. DOCUMENTATION Details of the Scheme will be included in the Scheme Circular, which will contain, inter alia, the Scheme, a notice of the meeting of Paracon Shareholders, a form of proxy, and a form of election, surrender and transfer. The Scheme Circular is expected to be posted to Paracon Shareholders on or about 30 September 2011. In terms of the Listings Requirements, the Proposed Transaction is a Category 1 transaction for Adcorp and accordingly requires approval by an ordinary majority of Adcorp Shareholders in general meeting. A circular will be sent to Adcorp Shareholders containing, inter alia, the information required for Category 1 transactions as prescribed by the Listings Requirements, a notice of the general meeting of Adcorp Shareholders and a form of proxy. The Adcorp circular is expected to be posted to Adcorp Shareholders on or about 30 September 2011. The salient dates pertaining to the Scheme will be released on SENS and published in the press prior to the posting of the aforementioned circulars. 13. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Following the release of this Firm Intention Announcement, the cautionary announcements originally published by Adcorp and Paracon on 6 July 2011 and renewed on 18 August 2011, are hereby withdrawn and caution is no longer required to be exercised by Adcorp and Paracon Shareholders when dealing in Adcorp and Paracon Shares respectively. 14. PARACON RESPONSIBILITY STATEMENT The Independent Board of Paracon accepts responsibility for the information contained in this Firm Intention Announcement to the extent that it relates to Paracon. To the best of their knowledge and belief, the information contained in this Firm Intention Announcement is true and nothing has been omitted which is likely to affect the import of the information. 15. ADCORP RESPONSIBILITY STATEMENT Adcorp`s Board of Directors accepts responsibility for the information contained in this Firm Intention Announcement to the extent that it relates to Adcorp. To the best of their knowledge and belief, the information contained in this Firm Intention Announcement is true and nothing has been omitted which is likely to affect the import of the information. Johannesburg 6 September 2011 Corporate adviser and Transaction Sponsor to Adcorp Investec Corporate Finance Legal Adviser to Adcorp Webber Wentzel Competition Adviser to Adcorp Nortons Incorporated Due Diligence Adviser and Reporting Accountants to Adcorp Deloitte & Touche Sponsor to Adcorp Deloitte & Touche Sponsor Services Corporate Advisor and Sponsor to Paracon Merchantec Capital Legal Adviser to Paracon Werksmans Independent Expert Java Capital Reporting Accountants to Paracon Deloitte & Touche Date: 06/09/2011 10:00:07 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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