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MML - Metmar Limited - Audited abridged financial results for the

Release Date: 26/04/2012 12:02
Code(s): MML
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MML - Metmar Limited - Audited abridged financial results for the year ended 29 February 2012 METMAR LIMITED Incorporated in the Republic of South Africa (Registration number 1998/007269/06) Share code: MML & ISIN code: ZAE000078747 ("Metmar" or "the Company" or "the Group") Audited abridged financial results for the year ended 29 February 2012 * Revenue up 14% to R2,6 billion * Headline earnings per share up 48% to 34,1 cents * Net asset value per share up by 6% to 277,5 cents * Dividend of 16,5 cents per share declared * Acquired controlling interest in Eastern Belt Chrome Mines Proprietary Limited Audited abridged consolidated statements of financial position at Note 29 February 28 February 2012 2011 R`000 R`000 ASSETS Non-current assets Property, plant and equipment 57 469 56 006 Goodwill and intangible assets 155 090 61 914 Investment in associate 49 398 - Other non-current assets 2 310 763 243 238 Deferred taxation 3 782 4 331 576 502 365 489 Current assets - Inventories 339 696 269 856 Trade receivables 755 295 525 877 Other receivables 26 570 97 050 Investments in equity instruments 27 905 - Cash and cash equivalents 3 88 313 70 192 1 237 779 962 975 Non-current net assets held-for-sale 5 443 5 443 Total assets 1 819 724 1 333 907 EQUITY AND LIABILITIES Equity and retained earnings 645 097 608 572 645 097 608 572 Non-current liabilities Financial liabilities 76 437 73 400 Deferred taxation 52 336 15 659 128 773 89 059 Current liabilities Financial liabilities 71 384 17 581 Trade and other payables 399 448 348 963 Trade finance facilities 526 257 247 927 Bank overdrafts 48 765 21 805 1 045 854 636 276 Total equity and liabilities 1 819 724 1 333 907 Net asset value per share (cents) 277,53 261,82 Net tangible asset value per share 210,81 235,18 (cents) Number of shares in issue 232 440 480 232 440 480 Audited abridged consolidated statements of comprehensive income for the years ended Note 29 February 28 February 2012 2011 R`000 R`000 Continuing operations Revenue 2 644 545 2 326 774 Cost of sales (2 358 581) (2 144 007) Gross profit 285 964 182 767 Other Income 4 36 799 56 470 Operating expenses 5 (229 103) (140 587) Fair value movements on forward 9 431 4 232 exchange contracts 103 091 102 882 Capital gain on disposal of investment 4 800 - Operating profit 107 891 102 882 Net finance cost 6 (29 381) (26 467) Fair value adjustments 27 980 (6 320) Income from equity accounted investment 1 657 - Profit before taxation 108 147 70 095 Taxation 7 (31 829) (22 669) Profit from continuing operations 76 318 47 426 Discontinued operations (Loss) before taxation - (300) Taxation - (388) (Loss) from discontinued operations - (688) Total Profit before taxation 108 147 69 795 Taxation (31 829) (23 057) Profit for the year 76 318 46 738 Other comprehensive income Movement in foreign currency reserves (2 312) 4 763 Revaluation of investments (12 187) - Total comprehensive income 61 819 51 501 Profit for the year attributable to: Equity holders of the Group 80 205 46 746 Non-controlling interests (3 887) (8) Total profit for the year 76 318 46 738 Non-controlling interests (Loss) for the year from continuing (3 887) 329 operations (Loss) for the year from discontinued - (337) operations (3 887) (8) Profit for the year attributable to: Equity holders of the Group: Profit for the year from continuing 80 205 47 097 operations (Loss) for the year from discontinued - (351) operations Profit for the year attributable to 80 205 46 746 equity holders of the Group Total comprehensive income attributable to: Equity holders of the Group 108 816 51 509 Non-controlling interests (46 997) (8) 61 819 51 501 Earnings per share Basic and diluted (cents) 8 34,5 22,0 Audited abridged condensed Group statements of changes in equity Share Foreign Re- Acquisition capital currency valuation of shares and reserve reserve in sub-
premium R`000 R`000 sidiary R`000 R`000 Balance at 28 February 2010 (16 474) 1 005 - - New share issue 127 641 - - - Total comprehensive income - 4 763 - - for the year Share premium distribution (50 531) - - - to shareholders Purchase of additional non- - - - (5 704) controlling interest in subsidiaries Balance at 28 February 2011 60 636 5 768 - (5 704) Total comprehensive income - (1 483) 30 094 - for the year Dividends paid - - - - Purchase of additional non- - - - (21 843) controlling interest in subsidiaries Business combinations - - - - Balance at 29 February 2012 60 636 4 285 30 094 (27 547) Audited abridged condensed Group statements of changes in equity (continued) Retained Non- Total earnings controlling equity R`000 interests R`000
R`000 Balance at 28 February 2010 501 887 755 487 173 New share issue - - 127 641 Total comprehensive income for the 46 746 (8) 51 501 year Share premium distribution to - - (50 531) shareholders Purchase of additional non- - (1 508) (7 212) controlling interest in subsidiaries Balance at 28 February 2011 548 633 (761) 608 572 Total comprehensive income for the 80 205 (46 997) 61 819 year Dividends paid (25 568) (1 000) (26 568) Purchase of additional non- - 533 (21 310) controlling interest in subsidiaries Business combinations - 22 584 22 584 Balance at 29 February 2012 603 270 (25 641) 645 097 Audited abridged condensed Group cash flow statements for the years ended 29 February 28 February 2012 2011 R`000 R`000 Cash flows generated from/(used in) operating activities Cash generated from/(used in) operations 129 574 (24 812) Net finance costs (29 381) (26 467) Taxation paid (45 918) (2 906) Net cash generated from/(used in) operating 54 275 (54 185) activities Net cash used in investing activities (78 853) (124 192) Net cash generated from financing activities 15 739 128 818 Total cash movement for the year (8 839) (49 559) Cash and cash equivalents at the beginning of 48 387 97 946 the year Cash and cash equivalents at the end of the 39 548 48 387 year Notes to the audited abridged financial results 1. Basis of preparation The audited abridged financial results have been prepared in accordance with, and contain the information required by IAS 34 Interim Financial Reporting, International Financial Reporting Standards (IFRS), the AC 500 standards as issued by the Accounting Practices Board or its successor, the Companies Act 71 of 2008 and the JSE Limited Listings Requirements. The accounting policies used in the preparation of the financial results for the period ended 29 February 2012 are in terms of IFRS and are consistent with those applied for the year ended 28 February 2011. 2. Other non-current assets 29 February 28 February 2012 2011 at fair value at fair
R`000 value R`000 Investments in equity instuments Kalahari Resources Proprietary Limited 108 800 20 000 Kivu Resources Limited 9 333 11 745 SA Metals Equity Proprietary Limited 28 500 8 000 Zimbabwe Alloys Chrome (Private) 46 728 116 293 Limited Pering Base Metals Proprietary Limited 60 000 80 000 Eastern Belt Chrome Mines Proprietary - 7 200 Limited 253 361 243 238
Other non-current receivables 57 402 - 310 763 243 238 3. Cash and cash equivalents Cash and cash equivalents comprise cash balances with banks. Trade finance facilities are accounted for separately. 29 February 28 February
2012 2011 R`000 R`000 4. Other income Includes: Profit on foreign exchange differences 16 601 27 288 Commissions and fees received 18 133 28 402 Other 2 065 780 Total other income 36 799 56 470 5. Operating expenses Marketing fees 46 520 18 393 Consulting and professional fees 4 664 6 368 Employment costs 68 506 55 053 Legal fees 4 479 1 945 Operating lease charges 3 488 1 842 Repairs and maintenance 7 164 3 680 Impairments 30 761 2 047 Other 63 521 51 259 Total operating expenses 229 103 140 587 6. Net finance cost Contract interest 17 587 12 262 Bank overdrafts and loans 5 711 7 715 Discounting of deferred payment 13 037 3 904 PGR17/Ruukki Financing effect on payables and 17 888 23 067 receivables Interest income (28 741) (20 481) 29 381 26 467 7. Taxation Normal taxation 33 700 25 603 Deferred taxation (1 871) (2 934) 31 829 22 669 8. Reconciliation of headline earnings Profit for the period 80 205 46 746 Adjustments for: - Impairments and losses on disposal 3 759 1 828 of property, plant and equipment - Capital gain on disposal of (4 800) - investment Headline earnings 79 164 48 574 Headline earnings per share (cents) 34,1 23,1 Basic and diluted earnings per share 34,5 22,2 (cents) Weighted average number of shares in 232 440 480* 210 511 611 issue *Weighted average number of shares is equal to the number of shares in issue at 29 February 2012. 9. Cash generated from/(utilised in) operations Profit before taxation 108 147 69 407 Adjustments for: - Non-cash items (33 240) 12 086 - Finance income - Net finance costs 29 381 26 467 Changes in working capital: - Inventories (outflow) (69 840) (43 558) - Trade and other receivables (229 418) (134 384) (outflows) - Trade and other payables 324 544 45 169 129 574 (24 813)
10. Segment report Following the reorganisation of the Group with effect from 1 March 2011, management identified two separately managed segments, being Trading and Investments. Trading includes trading in non-ferrous alloys, ferro alloys, carbons, plastic raw materials (polymer), rubber, rubber chemicals and food chemicals; and Investments includes investment in resource based commodities. Each of these operations has separate accounting and reporting structures. There are no comparative figures for 28 February 2011. Audited abridged segmental analysis for the year ended Segments Commodities Polychem Total R`000 R`000 trading R`000 29 February 2012 Segment revenues 2 201 652 431 146 2 632 798 Segment operating profit 45 189 43 287 88 476 Fair value adjustments 179 - 179 Income from associate - - - Net finance cost 1 333 (9 768) (8 435) Profit/(loss) for the year 46 701 33 519 80 220 before tax Profit/(loss) for the year 33 626 24 133 57 759 after tax Assets and liabilities Segment assets 989 170 296 164 1 285 334 Segment liabilities 630 924 274 157 905 081 Audited abridged segmental analysis for the year ended (continued) Segments Investment Limited and Total activities eliminations R`000 R`000 R`000 29 February 2012 Segment revenues 253 157 (241 410) 2 644 545 Segment operating profit 21 124 (1 709) 107 891 Fair value adjustments 27 801 - 27 980 Income from associate 1 657 - 1 657 Net finance cost (5 654) (15 292) (29 381) Profit/(loss) for the year 44 928 (17 001) 108 147 before tax Profit/(loss) for the year 31 562 (13 003) 76 318 after tax Assets and liabilities Segment assets 819 145 (284 755) 1 819 724 Segment liabilities 796 894 (527 348) 1 174 627 11. Related party transactions During the period the Company and its subsidiaries in the ordinary course of business entered into various transactions with their associates. These transactions were subject to terms that are no less favourable than those arranged with third parties. 12. Corporate governance The Metmar Group is committed to applying the King code of Governance Principles ("King III") incorporated in the King Report on Governance for South Africa. 13. Post-balance sheet events No material events have occurred between the balance sheet date and the date of these audited abridged financial results that would have a material effect on the financial statements of the Metmar group. 14. Audit opinion The group annual financial statements have been audited by Grant Thornton. Their unqualified audit opinion is available for inspection at the registered offices of the Company. Commentary Financial performance Metmar achieved a pleasing operating performance for the year ended 29 February 2012, as a result of the strong turnaround in trading results in the second six months of the financial year. Annual revenue grew by 14% to R2,6 billion (2011: R2,3 billion). The gross profit margin showed a substantial improvement to 11% (2011: 8%), underpinned by the strong performance of the trading activities as well as benefits of implementing the new strategy which led to increased volumes and higher margins from Metmar`s investee companies. Operating profit grew 5% to R107,9 million. Increased volumes contributed to this improvement however these were offset mainly by increased costs linked to higher volumes. Operating expenses increased to R229,1 million (2011: R140,6 million) largely as a result of increases in marketing fees for chrome, increased transport costs to move coke from Zimbabwe to South Africa, restructuring and legal costs, debtor discounting costs and impairments and employee costs. The Group recorded a 54% increase in profit before tax to R108,1 million (2011: R70,1 million). This improvement includes the fair value adjustment of R28 million, the majority of which arises from the valuation of the Alphamin shares and options acquired during the year. Attributable profits increased by 63% to R76,3 million (2011: R46,7 million) while headline earnings increased to R79,2 million (2011: R48,6 million). The financial position of the Group remains strong. The net asset value increased by 6% to 277,5 cents per share (2011: 261,8 cents per share). The investments in equity instruments were valued by an independent expert to R253 million. The valuation has considered risks inherent in some of the investments such as funding, regulatory risks in countries such as Zimbabwe and possible delayed commencement of production. Net cash and cash equivalents at the end of the period amounted to R39,5 million (2011: R48,4 million). The Group achieved a positive cash flow from operating activities of R54,3 million (2011: outflow of R54,2 million). A total of R78,9 million was used in investing activities (2011: R124,2 million). Divisional performance and prospects Trading Commodities achieved an operating profit of R45,2 million as trading margins recovered to pre-2008 levels. The weak rand in the second half of the financial year benefited the business. Commodities invested in additional staff to cope with the increased volumes from general trading. The operating margin of the commodities` segment was similar to the previous year. Prices of certain commodities declined mainly due to the slowing down of the Chinese Economy. Although chrome prices decreased, strong volume growth was achieved for this commodity following the Group`s purchase of Eastern Belt Chrome Mines Proprietary Limited (EBCM) and as a result of general chrome trading activities. In addition reasonable demand for base metals was experienced. In the domestic market, the closure of Zincor, a major domestic zinc producer, at the end of 2011, opened up new opportunities. Polychem Polychem distributes polymers, natural rubber and rubber chemicals and again delivered a record performance despite muted market activity. West African Group, a sub-division of Polychem, achieved an operating profit of R43,3 million. While the majority of product lines performed well, the operation showed solid market share gains in its polyethylene, chemical and filler products. It also benefited from a strong uptake among its customers for new products that were launched by its international suppliers. Its success in increasing market share was underpinned by a heightened focus on customer service, in depth knowledge of its products and the overall quality of its product range. Investments The evaluation of each investment was completed during the year, enabling Metmar Investments and Resources Proprietary Limited (Investments) to identify its ongoing core assets. The division is now focused on implementing its strategic objective of taking controlling stakes in key investments, focusing on chrome, manganese, tin, tantalite, coke and coal opportunities. For the year under review, Investments achieved an operating profit of R21,1 million. On 29 February 2012, Metmar announced related party transactions in respect of Metmar Industrial Proprietary Limited (Metmar Industrial) which took place during the period under review. The fairness review in respect of these transactions is ongoing and shareholders will be advised in due course of the outcome of this process. Progress for each of the major investments is as follows: * The Group acquired the remaining 20% stake in Metmar Industrial for a consideration of R17,7 million. During the year, Metmar Industrial supplied in excess of 100 000 metric tons of metallurgical coke to the South African, Zimbabwean and Zambian markets. Metmar Industrial also processes dumps from chemical and metallurgical industries. * During the year Metmar made a stepped acquisition of EBCM, buying an additional 80% equity stake, bringing its total holding to 100%. EBCM owns 51% of Steelpoort Chrome Mines Proprietary Limited (Goudmyn) and 49,9% of Bolepu Holdings Proprietary Limited (Bolepu). Bolepu in turn owns 40% of Sefateng Chrome Proprietary Limited (Sefateng). Goudmyn has 700 000 tons of open cast minable high quality LG6 material and Sefateng has 2,5 million metric tons of open cast minable LG6 and a further 37 million metric tons to be mined underground. Metmar Trading secured the off-take for 200 000 metric tons of chrome ore from the mining operations at Sefateng`s Zwartkoppies mine and a further 200 000 tons from its Waterkop mine. Sefateng supplied a total of 196 940 metric tons of chrome ore to Metmar Trading during the period under review. Metmar Trading acquired the entire off-take for chrome ore from the mining operations at Goudmyn. * Metmar owns 11,66% of Kalahari Resources Proprietary Limited (Kalahari Resources), which owns 40% of Kalagadi Manganese Proprietary Limited (Kalagadi). Kalagadi continues to make good progress with the development of its manganese mine in the Northern Cape which will produce 3 million tons of ore per annum. Construction of the sinter plant to produce 2,4 million tons of beneficiated sintered ore is more than 70% complete with the engineering components nearing completion. A smelter will also be built at Coega to produce 320 000 tons of manganese alloys per annum. The smelter will consume 700 000 tons of sinter, leaving 1,7 million tons for export. A new trading entity has been formed between Metmar and Kalahari Resources. Metmar is finalising an off-take agreement with Kalagadi for part of the manganese sinter, as well as part of the alloy production. The mine and the sinter plant are anticipated to be completed in the second half of 2012, with the smelter in Coega completed in the second half of 2013. The marketing of the Kalagadi products represents such a unique opportunity for Metmar that the CEO, Mr David Ellwood, will take personal management of this project. * The terms of the transaction to acquire Metmar Speciality Metals Proprietary Limited (MSM) were restructured during the year, resulting in Metmar increasing its stake to a controlling interest of 80% in MSM. The project involves processing vanadium slag dumps to recover product with 40% vanadium content, all of which is marketed by Metmar Trading. Metmar has appointed a new management team which will enable it to exercise better financial and operational control of the vanadium slag operation to ensure that the project delivers the expected returns. * Kivu Resources Limited (Kivu) is 8,98% owned by Metmar and its main activity is mining exploration in both the Democratic Republic of Congo (DRC) and Rwanda. During the year, Kivu distributed pro rata to its shareholders 70% of the shares in its DRC-based subsidiary which holds the DRC assets. The shareholders in turn exchanged these shares for Toronto Stock Exchange-listed Alphamin Resources Corp (Alphamin) shares. Metmar received 2 733 260 Alphamin shares with a current value of R15,7 million. Alphamin also has a call option and Kivu shareholders a put option on an additional 20% of the DRC subsidiary at C$0,80 per Alphamin share, or approximately 18,4 million shares in Alphamin at the election of Kivu shareholders, for a period of three years. Metmar`s portion of this option amounts to 2 069 606 Alphamin shares. This was valued at R11,9 million at financial year-end, based on closing share price of C$0,76. Alphamin recently raised finance required to carry out exploration work through a convertible note and has sufficient working capital to complete the geological work on the DRC tin deposit. Metmar acquired management control of the Rwandan operation in the last quarter with immediate benefits. Kivu, with the largest mineral concessions in Rwanda by land coverage, has three tin mining concessions which are owned in conjunction with the government of Rwanda. * Metmar owns 20% of Pering Base Metals Proprietary Limited (PBM) which in turn owns 100% of Pering Mine (Proprietary) Limited (Pering Mine). Pering Mine holds a combined in-pit and stockpiled reserve of 51 million metric tons from which PBM plans to produce 1,2 billion pounds of zinc and lead over a 13-year life-of-mine using DMS technology. With the bankable feasibility study completed, the process of raising equity and bank finance to recommission the Pering Mine is ongoing. * Metmar owns a 20% share of SA Metals Equity Proprietary Limited, whose objective is to build a plant to extract pig iron from calcine. The pre- feasibility study showed excellent returns and the final bankable feasibility, engineering studies and environmental impact assessment are in process. Production is planned to commence earliest in 2014. Metmar will have the marketing rights for the pig iron production. * Zimbabwe Alloys Chrome (Private) Limited (ZAC), in which Metmar has a 7,7% effective shareholding, is the largest chrome resource in Zimbabwe, containing 30 million tons of high-grade chrome. Despite the challenges imposed by the Zimbabwean political environment and delays in completing the competent person`s report (CPR), the Group is fully committed to the project. Further exploration of the chrome concessions commenced in December 2011 and a new SAMREC and JORC-compliant CPR is in progress. As a result of the ban on exports of non-beneficiated chrome ore from Zimbabwe, the operations have been placed on care and maintenance. The current priority is to raise the required funding to refurbish the furnaces in order to comply with legislation, allowing ZAC to produce and export its ferrochrome alloy production. Dispute The dispute with Ruukki South Africa (Proprietary) Limited ("Ruukki") regarding the outstanding payments of the proceeds to the Mogale Vendors is ongoing. Metmar is a minor vendor in this dispute. The arbitration relating to Furnace 4 was awarded in favour of the vendors in December 2011, however Ruukki subsequently issued a notice of review on this matter. Metmar understands that the Mogale Vendors will continue to vigorously pursue their rights; however final resolution is unlikely to occur quickly. Directorate The following changes to Metmar`s board of directors took effect during the year under review: * Mrs Molleen de Wet stood down as CFO of the Company with effect from 1 October 2011 to focus on her responsibility as CFO of Metmar Trading, which has shown extensive growth since the listing of Metmar in 2006. * Mr Glen Forsdyke retired from Metmar and resigned from the board with effect from 31 October 2011. * Mr Sizwe Nkosi was appointed as the new CFO of Metmar with effect from 1 October 2011. He is a CA(SA), holds an MBA and has in excess of 15 years` experience including financial management and commodity marketing in resources and financial services companies in South Africa. Mr Nkosi took on the additional responsibility as CFO for Investments. * Mrs Dawn Earp was appointed as an independent non-executive director of the Company and a member of its audit and risk committee and chairperson of the social and ethics committee with effect from 1 October 2011. Mrs Earp is a CA(SA) and has held executive finance positions in several Anglo American companies and other top mining groups for more than 20 years. Outlook The USA is showing early signs of recovery, but the expectation for the Chinese economy is of slower growth in the year ahead, while Europe will at best remain at current depressed economic levels. High oil prices could result in higher inflation leading to increased interest rates and lower economic growth. These factors have led to pressure on some commodity prices which could persist in the next financial year. A sustained global economic recovery will depend on a continued improvement in consumer demand in Western economies and sustained high growth rates in China. While Metmar has maintained its cautious stance against this economic scenario, the Group is well positioned from a strategic perspective with its focused business units. The reorganisation of the business has been fully implemented to ensure that the benefits of any upturn in the commodity cycle flow through. Investments has identified its strategic investments and will leverage the strategic progress made in the 2012 financial year to continue streamlining its portfolio to unlock value. Metmar Trading, with its strong trade finance lines, has the capacity to maintain its growth, especially as the Group`s investments deliver increasing volumes. Dividend On 30 March 2012, the Company declared a dividend of 16,5 cents per ordinary share for the 12-month period ended 29 February 2012, totaling R38 373 499. The dividend is in line with Metmar`s policy to pay approximately half the attributable earnings earned as a dividend. The important dates relating to the dividend are set out below: Last date to trade in order to participate in the dividend Friday, 15 June 2012 Metmar shares commence trading ex dividend Monday, 18 June 2012 Record date for the dividend Friday, 22 June 2012 Payment date for the dividend Monday, 25 June 2012 Metmar share certificates may not be dematerialised or rematerialised between Monday, 18 June 2012 and Friday, 22 June 2012 both dates inclusive. Annual general meeting The Company`s annual general meeting of shareholders will be held at Metmar`s registered office at 24 Sloane Street, Bryanston on 1 August 2012. A separate notice convening the meeting will be sent to shareholders enclosed in the 2012 Integrated Report in due course. CB Brayshaw DJ Ellwood Chairman Chief Executive Officer 26 April 2012 Directors: CB Brayshaw* (Chairman), DJ Ellwood (Chief Executive Officer), PP Boshoff, D Earp*, GP Lotis, D Mashile-Nkosi*, L Matteucci*, SMS Nkosi (Chief Financial Officer) *Non-executive Company Secretary: MRD Boyns (British) Sponsor: One Capital Registered office: 24 Sloane Street, Bryanston, 2191 (PO Box 98549, Sloane Park, 2152) Transfer Secretaries: Computershare Investor Services (Proprietary) Limited (PO Box 61051, Marshalltown, 2107) Auditors: Grant Thornton These results may be viewed on the internet on http://www.metmarlimited.com Metmar will host a telephone conference call on Friday, 4 May at 11:00 a.m. to discuss these results. The conference call may be accessed as follows: Country Access Number Canada (Toll-Free) 1 866 605 3852 USA (Toll-Free) 1 800 860 2442 UK (Toll-Free) 0 800 917 7042 South Africa (Toll-Free) 0 800 200 648 Other Countries (Intl Toll) +27 11 535 3600 Date: 26/04/2012 12:02:01 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. 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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