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AQP - Aquarius Platinum Limited - Notice of Annual General Meeting and
explanatory memorandum
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
JSE Code: AQP
ISIN: BMG0440M1284
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM
Date of Meeting: Friday, 25 November 2011
Time of Meeting: 9:00 am
Place of Meeting: Clarendon House
2 Church Street
Hamilton
BERMUDA
This Notice of General Meeting and Explanatory Memorandum should be read
in their entirety. If Shareholders are in doubt as to how they should
vote, they should seek advice from their accountant, solicitor or other
professional adviser prior to voting.
Your 2011 Annual Report is available at www.aquariusplatinum.com
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of shareholders of
Aquarius Platinum Limited ("Company") will be held at 9:00 am on Friday,
25 November 2011 at Clarendon House, 2 Church Street, Hamilton, Bermuda.
The Explanatory Memorandum which accompanies and forms part of this
Notice of Annual General Meeting describes the various matters to be
considered and contains a glossary of defined terms for terms that are
not defined in full in this Notice of Annual General Meeting.
Agenda
1. Appointment of Chairman of the Meeting
2. Confirmation of the Notice and Quorum
3. Accounts for the Period Ended 30 June 2011
To receive the financial statements, directors` report and
auditor`s report for the Company and its controlled entities for
the period ended 30 June 2011.
4. Resolution 1 - Re-election of Mr David Dix
To consider and, if thought fit, to pass, with or without
amendment, the following resolution:
"That Mr David Dix, who retires by rotation in accordance with the
Company`s Bye-laws and being eligible, offers himself for re-
election, be re-elected as a Director."
5. Resolution 2 - Re-election of Sir William Purves
To consider and, if thought fit, to pass, with or without
amendment, the following resolution:
"That Sir William Purves, who retires by rotation in accordance
with the Company`s Bye-laws and being eligible, offers himself for
re-election, be re-elected as a Director."
6. Resolution 3 - Buy back authorisation
To consider and, if thought fit, to pass, with or without
amendment, the following resolution:
"That the Company be generally and unconditionally authorised to
make market purchases of Shares on such terms and in such manner as
the Directors may determine, provided that:
(a) the maximum number of Shares that may be purchased pursuant to
this authority is 23,508,360 Shares, representing 5% of the
issued capital of the Company as at 21 October 2011;
(b) the minimum price which may be paid for any Share purchased
pursuant to this authority is US$0.05;
(c) the maximum price which may be paid for any Share purchased
pursuant to this authority shall not be more than an amount
equal to 105% of the average of the middle market prices shown
in the quotations for the Shares in the London Stock Exchange
Daily Official List for the five business days immediately
preceding the day on which that Share is contracted to be
purchased and the amount stipulated by Article 5(1) of the Buy-
back and Stabilisation Regulation 2003; and
(d) the authority shall expire at the conclusion of the Company`s
next annual general meeting after the passing of this
Resolution unless renewed, varied or revoked before that time,
but the Company may make a contract or contracts to purchase
Shares under this authority before its expiry which will or
may be executed wholly or partly after the expiry of this
authority, and may make a purchase of Shares in pursuance of
any such contract."
7. Resolution 4 - Ratification of issue of 6,804,162 Shares under
Afarak acquisition
To consider and, if thought fit, to pass, with or without
amendment, the following resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other
purposes, the Shareholders ratify the issue of 6,804,162 Shares as
part consideration for the acquisition of Afarak Platinum
(Proprietary) Limited on 13 April 2011, and otherwise on the terms
and conditions set out in the Explanatory Memorandum."
The Company will disregard any votes cast on this resolution by any
person who participated in the issue, and any associate of such
persons. However, the Company need not disregard a vote if it is
cast by a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form, or it is cast by
the person chairing the meeting as proxy for a person who is
entitled to vote, in accordance with a direction on the proxy form
to vote as the proxy decides.
8. Resolution 5 - Amendments to Bye-laws
To consider and, if thought fit, to pass, with or without
amendment, the following resolution:
"That, in accordance with Bye-law 94 of the Company`s Bye-laws and
for all other purposes, the amendments to the Bye-laws set out in
Schedule A to the Explanatory Memorandum be approved and be
implemented with immediate effect."
9. Resolution 6 - Disapplication of pre-emptive rights
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a special resolution:
"That, subject to Resolution 5 being passed, in accordance with Bye-
law 51.2A(f), the Directors be given power to allot Equity
Securities (including, for the avoidance of doubt, any Common
Shares held as treasury shares immediately before their sale) for
cash pursuant to the authority conferred on them by Bye-law 51.2 as
if Bye-law 51.2A(a) did not apply to any such allotment provided
that:
(a) this power shall be limited to the allotment of Equity
Securities up to a maximum amount of 70,525,080 Shares (or a
nominal amount of US$3,526,254); and
(b) this power shall expire on the conclusion of the Company`s
next annual general meeting or, if earlier, close of business
on 25 February 2013, however the Company may, before the
expiry of this power, make offers or agreements which would or
might require Equity Securities to be issued after such expiry
and, notwithstanding such expiry, the Directors may issue
Equity Securities in pursuance of such offers or agreements as
if this power had not expired."
10. Resolution 7 - Re-appointment of Auditor
To consider and, if thought fit, to pass, with or without
amendment, the following resolution:
"That, Messrs Ernst & Young of Perth, Western Australia, be and are
hereby appointed as Auditors of the Company until the conclusion of
the next annual general meeting at a fee to be agreed by the
Directors."
By Order of the Board
Willi Boehm
Company Secretary
DATED: 31 October 2011
PROXY AND VOTING ENTITLEMENT INSTRUCTIONS
PROXY INSTRUCTIONS
Shareholders are entitled to appoint one or more persons (including a
body corporate) to act as proxies to attend and vote on their behalf.
Where more than one proxy is appointed each proxy may be appointed to
represent a specific proportion of the Shareholder`s voting rights.
If a body corporate is appointed as proxy, the body corporate may
appoint an individual as a representative to exercise its powers at the
Meeting.
The proxy form (and the power of attorney or other authority, if any,
under which the proxy form is signed) or a copy or facsimile which
appears on its face to be an authentic copy of the proxy form (and the
power of attorney or other authority) must be deposited at or sent by
facsimile transmission to one of the following locations, not less than
48 hours before the time for holding the Meeting, or adjourned Meeting
as the case may be, at which the person named in the proxy form proposes
to vote.
Aquarius Platinum Codan Services Computershare
Corporate Services Pty Ltd Clarendon House Investor Services
OR OR PLCThe
PO Box 485 2 Church Street PavilionsBridgwat
SOUTH PERTH WA 6951 Hamilton HM CX er RoadBristol
AUSTRALIA BERMUDA BS99 6ZY
ENGLAND
Facsimile (618) 9367 5233 Facsimile (441) Facsimile (870)
292 4720 703 6076
The proxy form must be signed by the Shareholder or his/her attorney
duly authorised in writing or, if the Shareholder is a corporation in a
manner permitted by the Company`s Bye-laws and the Companies Act.
The proxy may, but need not, be a Shareholder of the Company.
In the case of shares jointly held by two or more persons, all joint
holders must sign the proxy form.
A proxy form is attached to this Notice.
VOTING ENTITLEMENT
For the purposes of determining voting entitlements at the Meeting,
shares will be taken to be held by the persons who are registered as
holding the shares at 7pm (AEDST) on Wednesday, 23 November 2011.
Accordingly, transactions registered after that time will be disregarded
in determining entitlements to attend and vote at the Meeting.
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of
Shareholders in connection with the business to be conducted at the
Annual General Meeting of the Company to be held at Clarendon House, 2
Church Street, Hamilton, Bermuda at 9:00 am on Friday, 25 November 2011.
This Explanatory Memorandum should be read in conjunction with, and
forms part of, the accompanying Notice of Annual General Meeting. A
glossary of terms is included at the end of this Explanatory Memorandum.
Full details of the Resolutions to be considered at the Meeting are set
out below.
1. Resolution 1 - Re-Election of Mr David Dix as a Director
It is a requirement under the Company`s Bye-laws that Mr David Dix
retire by rotation. Mr Dix has offered himself for re-election as
a Director.
The remaining Directors recommend to Shareholders that Mr Dix be re-
elected.
2. Resolution 2 - Re-Election of Sir William Purves as a Director
It is a requirement under the Company`s Bye-laws that Sir William
Purves retire by rotation. Sir William Purves has offered himself
for re-election as a Director.
The remaining Directors recommend to Shareholders that Sir William
Purves be re-elected.
3. Resolution 3 - Buy back authorisation
The Company seeks Shareholder approval to empower the Directors to
Company`s issued capital. Based on the issued capital as at 21
October 2011, the maximum number of Shares which may be purchased
under the authority will be 23,508,360 Shares. The minimum and
maximum prices at which Shares may be purchased are set out in the
Resolution.
The authority will only be exercised if the Directors are satisfied
that any purchase can be expected to increase the earnings per
Share after the purchase and accordingly, that the purchase is in
the best interests of Shareholders generally. The Directors will
also give careful consideration to gearing levels of the Company
and its general financial position. The purchase would be settled
out of distributable profits.
If Resolution 3 is approved by Shareholders and the Directors
exercise the authority conferred by the Resolution, they may
consider holding those Shares as treasury shares (in accordance
with the Bye-laws) or alternatively, cancelling them. Once held in
treasury, the Company is not entitled to exercise any rights,
including the right to attend and vote at meetings in respect of
the Shares. Further, no dividend or other distribution of the
Company`s assets may be made to the Company in respect of the
treasury shares.
The authority will expire at the conclusion of the Company`s next
annual general meeting. The Company intends to renew this
authority annually at each annual general meeting.
4. Resolution 4 - Ratification of issue of 6,804,162 Shares under
Afarak acquisition
As announced on 13 April 2011, the Company acquired platinum group
metal mineral rights by way of the purchase of 74% of the
outstanding share capital of Afarak Platinum (Proprietary) Limited
(``Afarak``), a company incorporated in South Africa. The
remaining 26% of Afarak is held by Watervale (Proprietary) Limited,
an empowerment company controlled by Savannah Resources
(Proprietary) Limited, Aquarius` major shareholder and BEE partner
of many years.
Afarak`s assets comprise interests in the new order prospecting
rights to two properties known as Hoedspruit and Kruidfontein, both
underlain by the Merensky and UG2 PGM bearing reefs. Further
details of these properties are included in the Company`s
announcement of 13 April 2011.
The total consideration for the acquisition of Afarak of US$109.7
million was settled via a cash payment of US$70.2 million and the
issue of 6,804,162 Shares (``Consideration Shares``).
Under ASX Listing Rule 7.1, the Company must not issue or agree to
issue equity securities which exceed 15% of its securities on issue
during the 12 month period prior to the date of issue or agreement,
without shareholder approval. However, under Listing Rule 7.4, an
issue of securities made without prior shareholder approval under
Listing Rule 7.1 is treated as having been made with approval if
the issue did not breach the 15% limit under Listing Rule 7.1 when
made and shareholders subsequently approve it.
Accordingly, pursuant to Resolution 4 Aquarius is seeking
ratification of Shareholders under Listing Rule 7.4 so that the
Consideration Shares will not count towards the 15% limit in
respect of securities issued by the Company going forward.
In accordance with Listing Rule 7.5, the following details are
provided to Shareholders:
(a) the Company allotted and issued 6,804,162 Consideration Shares
on 13 April 2011;
(b) the Consideration Shares were issued as part consideration for
the acquisition of Afarak, with an implied issue price of
A$5.536 per Consideration Share;
(c) the Consideration Shares were fully paid common shares in the
Company and rank equally with, and are on the same terms, as
the existing Shares on issue;
(d) 2,970,000 Consideration Shares were issued to Crystal
Resources Fund LP and 3,834,162 Consideration Shares were
issued to Aeon Resource Investments Ltd; and
(e) no funds were raised by the issue of the Consideration Shares.
The Directors recommend that Shareholders ratify the issue of
6,804,162 Consideration Shares.
5. Resolution 5 - Amendments to Bye-laws
Resolution 5 proposes amendments to the Company`s Bye-laws to
incorporate the provisions set out in Schedule A to this
Explanatory Memorandum ("Proposed Amendments").
The Proposed Amendments are required to enable to the Company to
transfer the listing category of its Shares from a Standard Listing
on the Main Market of the London Stock Exchange to a Premium
Listing.
A copy of the Bye-laws incorporating the Proposed Amendments will
be sent to any Shareholder upon request. A copy of the Bye-laws
incorporating the Proposed Amendments will also be available for
inspection during normal business hours at the Company`s registered
office in Bermuda (including for 15 minutes prior to and during the
Annual General Meeting) and at the offices of the Company`s share
registry in England and Australia.
Background and reasons for the transfer to Premium Listing
Aquarius is listed on the ASX, the London Stock Exchange and the
Johannesburg Stock Exchange. In January 2006, Aquarius entered
into the FTSE UK 250 Index Series and in June 2009, Aquarius was
accepted into the ASX 100 Index Series.
Aquarius has a "secondary listing" of its Shares on the Main Market
of the London Stock Exchange (now referred to as a "Standard
Listing").
The FTSE have recently confirmed that Aquarius is required to
obtain a Premium Listing for its Shares to remain eligible for
inclusion in the FTSE UK 250 Index Series. Accordingly, the Board
has concluded that it would be in the best interests of the Company
and its Shareholders to transfer Aquarius` listing to a Premium
Listing so that it can remain in the FTSE UK 250 Index Series.
The Company has therefore requested and the UK Listing Authority
has indicated that, subject to the Proposed Amendments being
approved, the UK Listing Authority will approve the transfer of the
listing category of the Company`s Shares from a Standard Listing to
a Premium Listing.
Proposed Amendments required for the transfer to Premium Listing
In order to satisfy the requirements for a Premium Listing, the
Company must incorporate provisions in its Bye-laws to the effect
that where the Company is proposing to allot Equity Securities
(including Shares) for cash (or sell treasury shares for cash), it
must ensure that, subject to certain exceptions, it first offers
such Equity Securities to existing Shareholders in proportion to
their existing holdings.
Accordingly, pursuant to Resolution 5 the Company proposes to amend
its Bye-laws to include a pre-emptive rights clause in the form of
the proposed Bye-law 51.2A. The key provisions provide:
(a) the Company must not allot Equity Securities for cash to any
person without first offering them to existing Shareholders
pro rata to their existing holdings;
(b) the pre-emptive rights requirement does not apply in relation
to the issue or allotment of:
(i) bonus shares;
(ii) Equity securities for non-cash consideration; and
(iii)Equity securities under an employee share or option
scheme;
(c) a process by which offers of securities to existing
Shareholders must be made; and
(d) the ability to disapply pre-emptive rights by special
resolution (which is a resolution passed by a majority of not
less than 75% of the Shareholders) of the Company.
It is common practice for companies with similar pre-emptive
provisions to propose annually a special resolution to disapply the
pre-emptive rights in order to allow the company to allot a
specific number of shares in the following 12 month period without
the need to seek shareholder approval in relation to the allotment
of such shares. The Company is proposing a resolution to this
effect in Resolution 6.
The proposed Bye-law 51.2A is set out in Schedule A to this Notice.
The Directors recommend that Shareholders vote in favour of the
Proposed Amendments.
6. Resolution 6 - Disapplication of pre-emptive rights
This Resolution, which is subject to Resolution 5 being passed,
seeks Shareholder approval to authorise the Directors to allot
Equity Securities for cash without first being required to offer
such Equity Securities to existing Shareholders (in accordance with
the pre-emptive rights provisions included in proposed Bye-law
51.2A).
If Resolution 5 is passed by Shareholders, the Bye-laws will be
amended to include proposed Bye-law 51.2A, which provides that the
Company must not allot Equity Securities for cash to any person
without first offering them to existing Shareholders in proportion
to their existing holdings. Resolution 6 authorises the Directors
to allot a certain amount of Equity Securities for cash without
following the pre-emptive rights provisions.
This Resolution 6 will be proposed as a special resolution. A
special resolution is a resolution that must be passed by a
majority of not less than 75% of all votes cast by Shareholders
entitled to vote on the resolution.
This authority is being limited to 70,525,080 Shares (or a maximum
nominal amount of US$3,526,254), which is equivalent to 15% of the
issued Shares of the Company as at 21 October 2011. The Directors
are of the view that the appropriate limit to place on this
disapplication authority being proposed in Resolution 6 is 15%,
which is the limit which the Company has complied with in the past,
being that set under ASX Listing Rule 7.1.
Under ASX Listing Rule 7.1, the Company must not issue or agree to
issue equity securities exceeding the limit calculated under the
formula set out in the Listing Rule, unless it seeks Shareholder
approval (subject to certain exceptions). The formula basically
restricts the Company from issuing or agreeing to issue equity
securities exceeding 15% of its securities on issue during any 12
month period.
The Company has proposed the 15% limit in an attempt to align the
requirements of the ASX Listing Rules with the requirement of the
UK Listing Authority to include pre-emptive rights provisions in
its Bye-laws. If Shareholders vote in favour of Resolution 6 the
Company will continue to be subject to the 15% limit set out in ASX
Listing Rule 7.1, with which it has been complying since its
listing on ASX in 1999.
If approved, the Directors will be authorised to issue up to
70,525,080 Shares, without first offering them to Shareholders on a
pro rata basis. This authority will continue until the conclusion
of the Company`s next annual general meeting or 25 February 2013,
whichever is the earlier.
The Directors do not currently intend to exercise this authority.
However, the Directors consider the authority is appropriate in
order to retain maximum flexibility to take advantage of business
opportunities as they arise.
The Directors recommend that Shareholders vote in favour of
Resolution 6.
7. Resolution 7 - Re-Appointment of Auditor
Section 89(2) of the Companies Act provides that members of a
company at each annual general meeting shall appoint one or more
auditors to hold office until the close of the next annual general
meeting. In addition, Section 89(6) provides that the remuneration
of an auditor appointed by the members shall be fixed by the
members or by the Directors, if they are authorised to do so by the
members.
Ernst & Young are the Company`s auditors. Pursuant to Resolution
7, Ernst & Young will be re-appointed the Company`s auditors until
the close of the next annual general meeting at a fee to be agreed
by the Directors.
8. Glossary of Terms
In the Notice of Annual General Meeting and this Explanatory Memorandum
the following words and expressions have the following meanings:
"Afarak" has the meaning given in section 4 of this Explanatory
Memorandum.
"ASX" means ASX Limited, or the stock exchange conducted by ASX, as the
context requires.
"ASX Listing Rules" means the official listing rules of ASX.
"Board" means the board of Directors.
"Bye-laws" means the bye-laws of the Company as amended from time to
time.
"Companies Act" means the Companies Act 1981 of Bermuda as amended from
time to time.
"Company" and "Aquarius" means Aquarius Platinum Limited ARBN 087 557
893.
"Consideration Shares" has the meaning given in section 4 of this
Explanatory Memorandum.
"Directors" means the directors of the Company from time to time.
"Equity Security" means a Share (other than a bonus share), or a right
to subscribe for, or convert securities into, Shares including the sale
of any Shares if, immediately before the sale, the Shares were held as
treasury shares.
"Explanatory Memorandum" means this explanatory memorandum.
"Meeting" and "Annual General Meeting" means the annual general meeting
of Shareholders or any adjournment thereof, convened by the Notice.
"Notice" and "Notice of Annual General Meeting" means the notice of
annual general meeting which accompanies this Explanatory Memorandum.
"Proposed Amendments" has the meaning given in section 5 of this
Explanatory Memorandum.
"Resolution" means a resolution in the Notice of Annual General Meeting.
"Shareholder" means a registered holder of Shares.
"Share" means a fully paid common share of US$0.05 in the capital of the
Company.
"special resolution" means a resolution that is required to be passed by
a majority of not less than 75% of the votes cast by members entitled to
vote on the resolution.
"UK Listing Authority" means the competent authority regulating the
Official List, upon which the Company has a Standard Listing (and is
seeking to transfer to a Premium Listing).
Schedule A
Proposed Amendments to Bye-laws
Insert the following Bye-law 51.2A immediately after existing Bye-law
51.2:
51.2A (a) Subject to the provisions of this Bye-law 51.2A, the Company
must not allot any Equity Securities to a person on any terms unless:
(i) it has made an offer to each Member who holds Common Shares to
allot to him or her on the same or more favourable terms a proportion of
those securities that is nearly as practicable equal to the proportion
held by him or her of the Common Shares, save as the Board may deem
necessary or expedient in relation to:
(A) fractional entitlements; or
(B) legal or practical difficulties with making the offer to particular
persons under the laws of, or the requirements of any regulatory body or
stock exchange in, any territory or any matter whatsoever; and
(ii) the period during which any such offer may be accepted has expired
or the Company has received notice of the acceptance or refusal of every
offer so made.
(b) Notwithstanding Bye-law 51.2A(a), the Company may allot securities
that the Company has offered to issue to a holder of Common Shares under
Bye-law 51.2A(a)(i) to that holder, or if the offer is renounceable, to
anyone in whose favour that holder has renounced his or her right to
such an allotment.
(c) An offer made under Bye-law 51.2A(a)(i) shall:
(i) be in writing;
(ii) be given by a notice to the Member in accordance with Bye-law 87.1;
and
(iii) specify a period of at least 21 days during which the offer
may be accepted and the offer may not be withdrawn before the end of
that period.
(d) Rule 51.2A(a) does not apply in relation to the allotment of:
(i) bonus shares;
(ii) Equity Securities that are, or are to be, wholly or partly paid up
otherwise than in cash; or
(iii) Equity Securities that would, apart from any renunciation or
assignment of the right to such an allotment, be held under any employee
share or option scheme of the Company.
(e) For the purposes of Bye-law 51.2A(d)(ii), a reference to "paid up
otherwise than in cash" means paid up otherwise than by cash received by
the Company or a cheque received by the Company (in good faith which the
Board has no reason to suspect will not be paid), or a release of
liability of the Company for a liquidated sum or an undertaking to pay
cash to the Company at a future date, and "cash" includes foreign
currency.
(f) Where the Board is authorised for the purposes of Bye-law 51.2, the
Company may by Special Resolution resolve that Bye- law 51.2A(a):
(i) does not apply to a specified allotment of Equity Securities; or
(ii) applies to such an allotment with such modifications as may be
specified in the Special Resolution,
and where such Special Resolution is passed, Bye-law 51.2A shall have
effect accordingly.
(g) A Special Resolution under Bye-law 51.2A(f) ceases to have effect
when the authorisation to which it relates:
(i) is revoked; or
(ii) expires (and is not renewed).
But if the authorisation is renewed the Special Resolution may also be
renewed, for a period not longer than that for which the authorisation
is renewed, by a Special Resolution of the Company.
(h) Notwithstanding that any Special Resolution or authorisation under
Bye-law 51.2A(f) has expired, the Board may allot Equity Securities in
pursuance of an offer or agreement made by the Company prior to the
Special Resolution`s expiry if the Special Resolution authorised the
Company to make an offer or agreement that would or might require Equity
Securities to be allotted after it expired.
(i) For the purposes of this Bye-law 51.2A, a reference (however
expressed) to the holder of Common Shares is to whoever was the
holder of Common Shares at a time and date to be specified in the offer.
(j) The specified date under Bye-law 51.2A(i) must fall within the
period of 28 days immediately before the date of the offer.
(k) The following definitions apply in this Bye-law 51.2A:
"Equity Security" means a Common Share (other than a bonus share), or a
right to subscribe for, or convert securities into, Common Shares and a
reference to the allotment of Equity Securities includes:
(i) the grant of a right to subscribe for, or to convert any
securities into, Common Shares but such a reference does not
include the allotment of any Common Shares pursuant to such a
right; and
(ii) the sale of any Common Shares if, immediately before the sale,
the Common Shares were held as Treasury Shares.
"Special Resolution" means, for the purposes of this Bye-law 51.2A only,
a resolution that has been passed by a majority of not less than 75% of
the votes cast by Members entitled to vote on the resolution in
accordance with these Bye-laws.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 31/10/2011 08:32:02 Supplied by www.sharenet.co.za
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