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BFS - Blue Financial Services Limited - The proposed second early conversion and

Release Date: 21/05/2012 08:28
Code(s): BFS
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BFS - Blue Financial Services Limited - The proposed second early conversion and withdrawal of cautionary announcement Blue Financial Services Limited (Incorporated in the Republic of South Africa) (Registration Number: 1996/006595/06) JSE Share code:BFS ISIN: ZAE000083655 ("Blue" or the "Company") THE PROPOSED SECOND EARLY CONVERSION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1 INTRODUCTION Shareholders are referred to the cautionary announcements released on the Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on 9 March 2012 and 11 May 2012, wherein shareholders were advised that pursuant to the Debt Rescheduling Agreement concluded by Blue in December 2010 ("DRA"), and as part of the ongoing restructuring of the Company`s balance sheet, the Company entered into negotiations with existing funders regarding a potential debt to equity conversion ("Second Early Conversion" or "Transaction"). Shareholders are hereby advised that Blue has entered into an agreement ("Second Early Conversion Agreement") with certain of its existing funders ("Converting Lenders") regarding the continued financial restructuring of the Company through (i) the conversion up to a maximum amount of R452 million of existing debt by way of a proposed specific issue to the Converting Lenders of up to a maximum of 1,015,655,919 Blue ordinary shares ("Ordinary Shares") for cash at an issue price of 44.5 cents per Ordinary Share, being the 30-day volume weighted average price ("VWAP") ruling at the date of the signing of the Early Conversion Agreement and (ii) the consequent issue of up to a maximum of 1,062,269,202 Anti dilution shares at par value to Mayibuye. 2 RATIONALE FOR THE SECOND EARLY CONVERSION The recapitalisation of the Company with R163 million ("Recapitalisation") by Mayibuye Group (Proprietary) Limited ("Mayibuye") on 10 December 2010 (as more fully described in paragraph 3.1.1 below), coupled with the first early conversion ("First Early Conversion") of circa R275 million on 28 February 2011 (as more fully described in paragraph 3.1.2 below), and the commencement of the key phases to its turnaround strategy, have to date yielded positive and sustainable improvements in financial results and overall business fundamentals. The turnaround strategy was formulated in a structured manner with an initial focus on restoring the Company and its subsidiaries (collectively, the "Group") to solvency, implementing much needed improvements in operational, governance and controls, and returning the Group to profitability. This position was achieved in August 2011, just six months after the Recapitalisation and ahead of the initial targets. With the Group`s turnaround strategy now well advanced and a solid business foundation in place, focus has now shifted to further strengthening of the Group`s balance sheet. A strong and well capitalised balance sheet is paramount in securing new funding and investors which is a key catalyst in driving future growth in loan advances and with that the sustainable profitability of the Group going forward. In terms of the DRA, any residual gap between the DRA assets and DRA liabilities as at the end of the Standstill Period (as defined in paragraph 3.1.1 below), may be converted into equity in the Company. The Company has always anticipated that a gap would remain at the end of the Standstill Period (as defined in paragraph 3.1.1 below) and that a conversion into equity would in all probability take place. This has created an overhang with the potential issue of shares in the Company to funders, and the further issue of Anti dilution shares to Mayibuye in order to maintain their shareholding at 51%. The proposed Second Early Conversion accelerates the expected conversion of DRA debt into equity and supports the on going strategies of the Group to strengthen the balance sheet and eliminate the uncertainty regarding the impact of dilution shares. Following this conversion, the Company will improve its net equity position by approximately R400 million and realise savings in funder interest costs, while representing another important step in moving the Company closer to meeting all of its turnaround objectives. After this Second Early Conversion, the Company intends to continue to explore opportunities to raise additional capital to further strengthen its balance sheet. 3 IMPORTANT BACKGROUND INFORMATION TO THE SECOND EARLY CONVERSION Blue issued two circulars to shareholders relating to the Recapitalisation and the First Early Conversion on 7 October 2010 and 10 February 2011, respectively, in which the recapitalisation and turnaround strategy of the Company by Mayibuye was set out in detail. 3.1.1 THE RECAPITALISATION 3.1.1 THE SUBSCRIPTION AGREEMENT, CLAIMS PURCHASE AGREEMENT AND DEBT RESCHEDULING AGREEMENT In June 2010 the Company entered into the Subscription Agreement with Mayibuye whereby Mayibuye subscribed for 1,253,846,154 Ordinary Shares in Blue at 13 cents per share on 10 December 2010, totalling an aggregate subscription price of R163 million. In terms of the Subscription Agreement, Blue also provided a number of warranties in favour of Mayibuye, whereby Mayibuye is entitled to receive Warranty Shares in the event that Blue breaches certain of the warranties resulting in Mayibuye suffering any loss. In September 2010, Blue concluded a Claims Purchase Agreement with, inter alia, Old Mutual Life Assurance Company (South Africa) Limited ("OMLACSA") and Leonox Investments (Proprietary) Limited ("Leonox"), in terms of which Blue and certain of its subsidiaries are entitled to sell claims (arising out of the lending of money by them in the course of their lending businesses) to Leonox. Leonox, in its turn, obtained funding facilities from OMLACSA and is entitled to draw down against those facilities in order to pay the purchase prices of claims sold to Leonox by Blue and its applicable subsidiaries. The aggregate of the amounts outstanding under the claims which Leonox has purchased from Blue and its subsidiaries may not at any time exceed R300 million and the effect of the Claims Purchase Agreement is that it has created a source of funding for Blue and its applicable subsidiaries since (i) by selling claims to Leonox, Blue and its subsidiaries will realise cash in the form of the purchase price of those claims, and (ii) that cash may then be used to fund further lending activities. A key feature of the Recapitalisation is the DRA, which Blue concluded with the existing lenders of the Company ("DRA Lenders"). The DRA makes provision for the rescheduling of amounts owing by Blue and various of its subsidiaries (collectively, the "Borrowers") to the DRA Lenders and its critical terms are the following - (i) it became effective on 1 January 2011; (ii) no Borrower is obliged to make any principal repayments to the DRA Lenders during the period (the "Standstill Period") which commenced on 1 January 2011 and which will end on 31 December 2013; (iii) during the Standstill Period the Borrowers are obliged to pay interest to the DRA Lenders (on the full principal amounts owing to the DRA Lenders); (iv) all the Borrowers` claims, as at 1 January 2011, against members of the public and arising out the lending businesses undertaken by the Borrowers, have been ring-fenced (such claims will hereinafter be referred to as the "Asset Pool"); (v) the Borrowers will, during the Standstill Period, collect the Asset Pool and use the collections to make further loans to members of the public and those further loans will be included in the Asset Pool; (vi) since the interest rates at which the Borrowers lend to members of the public exceed the interest rate at which the Borrowers have borrowed money from the DRA Lenders, it is anticipated that the Asset Pool will grow (in value) during the Standstill Period; (vii) the DRA Lenders are entitled to extend the Standstill Period; (viii) certain Acceleration Events (essentially defaults by the Borrowers under the DRA) have been prescribed and if an Acceleration Event occurs, the DRA Lenders are entitled to shorten the Standstill Period; (ix) the Borrowers are entitled to use collections on account of the Asset Pool to pay (i) operating costs attributable to the claims included in the Asset Pool, and (ii) interest which accrues on the principal amounts owing to the DRA Lenders, and (iii) certain other lenders who are not party to the DRA but which had amounts outstanding at 1 January 2011, and (iv) taxes which were in arrears on 1 January 2011, and (v) certain amounts owing, as at 1 January 2011, by them to their creditors; (x) on expiry of the Standstill Period the Asset Pool will be collected and the proceeds will be used to pay the DRA Lenders; and (xi) if the proceeds of the Asset Pool are insufficient to pay the full principal amounts owing to the DRA Lenders, the remaining outstanding principal amounts may be converted into Ordinary Shares at the then ruling 30 day VWAP. If, as a result of the conversion of any principal amounts owing to any DRA Lender into Ordinary Shares or the issue of any other type of Dilution Share (as defined in the Subscription Agreement), Mayibuye`s shareholding in Blue falls to below 51%, Mayibuye has the right (in terms of the Subscription Agreement) to subscribe at par value, for such a number of Anti dilution Shares as will restore Mayibuye`s shareholding to 51%. 3.1.2 THE FIRST EARLY CONVERSION Notwithstanding the conclusion of the DRA, certain DRA Lenders indicated to Blue, during October 2010, a desire to convert a portion of the amounts owed to them into Ordinary Shares. Consequently, Blue concluded on 9 December 2010, an addendum to the DRA whereby the DRA Lenders were granted the option to convert a portion, up to a total aggregate amount of R325 million, of the amounts owing to them into Ordinary Shares, at a conversion price of 13 cents per share. On 28 February 2011, the First Early Conversion was implemented whereby circa R275 million of the DRA Facilities were converted into Blue Ordinary Shares at a conversion price of 13 cents per ordinary share. 3.2 BLUE BEE TRANSACTION Blue shareholders were advised in an announcement released on SENS on 10 February 2011 that Blue was contemplating implementing a BEE transaction as part of the First Early Conversion Transaction ("Blue BEE Transaction"). At the shareholders` meeting held on 25 February 2011, shareholders granted the Company the specific authority to issue up to 384,615,384 Ordinary Shares at 13 cents per Ordinary Share to an independent trust set up to implement the Blue BEE Transaction, which authority will remain in place for a period of up to 15 months from 25 February 2011. Shareholders are hereby advised that, as a result of the time that has elapsed from when shareholders approved the Blue BEE Transaction, which at the time was contemplated to be concluded at an issue price of 13 cents, the price of Ordinary Shares has increased to such an extent that if the Blue BEE Transaction was in fact concluded on its current terms, the Company will be required, in terms of IFRS and based on the 30-day VWAP of 44.5 cents per Ordinary Share as at the date of this notice, to recognise a share based payment loss of circa R121.2 million. The Board has therefore decided that it would not be in the best interest of the Company to conclude the Blue BEE Transaction on the current terms and therefore the proposed Blue BEE Transaction has been terminated. 4 THE TRANSACTION STRUCTURE - THE SECOND EARLY CONVERSION AGREEMENT 4.1 The Second Early Conversion Agreement has been concluded between Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (Dutch Development Bank)("FMO"), WorldBusiness Capital Incorporated ("WBC"), The OPEC Fund for International Development ("OFID") and National Housing Finance Corporation SOC Ltd. ("NHFC") (collectively, the "Converting Lenders"), the Company, certain of its subsidiaries and Mayibuye in terms of which, inter alia, the Converting Lenders agreed to convert the whole or a portion of the amounts owing to them, into Ordinary Shares at a conversion price of 44.5 cents per Ordinary Share, which is based on the 30-day VWAP of the Ordinary Shares, calculated as at the date of signature of the Second Early Conversion Agreement. 4.2 In total, up to a maximum of circa R452 million owing to the Converting Lenders will be converted in terms of the Second Early Conversion Agreement. The principal loan amounts ("Conversion Amounts") that each of the Converting Lenders will convert into equity pursuant to the Second Early Conversion is as follows - 4.2.1 FMO, which is also a related party to Blue, will convert the remaining portion of the principal amount owing to them, being R163.25 million; 4.2.2 WBC will convert the entire principal amount owing to them, being US$10.13 million. For purposes of the Second Early Conversion, the US$ denominated WBC principal amount will be converted into Rand at the applicable spot rate as at the date of the general meeting to be convened to approve the Second Early Conversion ("Shareholders Meeting Date"), provided that if the converted amount exceeds R101,288,760, ("WBC Limit"), it will be reduced to the WBC Limit; 4.2.3 OFID will convert the entire principal amount owing to them, being US$15.74 million. For purposes of the Second Early Conversion, the US$ denominated OFID principal amount will be converted into Rand at the applicable spot rate as at the Shareholders Meeting Date, provided that if the converted amount exceeds R157,430,250 ("OFID Limit"), it will be reduced to the OFID Limit; and 4.2.4 NHFC will convert a portion of the principal amount owing to them, being R30 million. 4.3 Accordingly - 4.3.1 FMO will, pursuant to the Second Early Conversion, be issued 366,849,155 Ordinary Shares; 4.3.2 NHFC will, pursuant the Second Early Conversion, be issued 67,415,730 Ordinary Shares;
4.3.3 OFID will, pursuant to the Second Early Conversion, be issued a maximum of 353,775,843 Ordinary Shares; 4.3.4 WBC will, pursuant to the Second Early Conversion, be issued a maximum of 227,615,191 Ordinary Shares; and
4.3.5 Mayibuye will, pursuant to the Second Early Conversion, be issued a maximum of 1,062,269,202 Ordinary Shares, which shares will constitute Anti-dilution Shares. 4.4 It is recorded that the WBC Limit referred to in paragraph 4.2.2 above and the OFID Limit referred to in paragraph 4.2.3 above were inserted into the Second Early Conversion Agreement to - 4.4.1 limit the currency fluctuation risk associated with converting the Conversion Amounts of OFID and WBC from US$ into Rand. The OFID Limit and the WBC Limit represent a conversion rate of US$1 (one United States Dollar) : R10 (ten Rand), it being recorded that as at the date of signing of the Second Early Conversion Agreement, the US$ : Rand conversion rate was US$1 (one United States dollars) : R8.30 (eight Rand thirty cents); and 4.4.2 limit (i) the number of Ordinary Shares to be issued to OFID pursuant to the Second Early Conversion to the number set out in paragraphs 4.3.3 above and (ii) the number of Ordinary Shares to
be issued to WBC pursuant to the Second Early Conversion to the number set out in 4.3.4 above and (iii) the number of Anti- dilution Shares to be issued to Mayibuye pursuant to the Second Early Conversion to the number set out in paragraph 4.3.5 above.
4.5 The Group shall pay to each Converting Lender the accrued interest which is attributable to its Conversion Amount. 5 FINANCIAL EFFECTS The table below illustrates the unaudited pro forma financial effects of the Second Early Conversion on the published reviewed condensed consolidated interim results of the Company for the six months ended 31 August 2011. The preparation of the unaudited pro forma financial effects is the responsibility of the Directors of Blue. The unaudited pro forma financial effects have been prepared for illustrative purposes only to provide information on how the Second Early Conversion might impact on the financial position and results of the Company and, due to the nature thereof, may not be a fair reflection of the Company`s financial position, nor of its future results, after the Second Early Conversion. Unaudited pro forma financial effects taking into account the Second Early Conversion: Actual Pro forma % change Before (2) After (cents) Second Early
Conversion (3) (cents)
Earnings per share ("EPS") 0.4 0.4 0.0% (4) Headline earnings per 0.4 0.4 0.0% share ("HEPS") (4) Net asset value per share 1.1 6.1 454.5% ("NAVPS") (5) Net tangible asset value (6.7) 0.30 >100% per share ("NTAVPS") (5) Number of shares in issue 5 791 990 7 869 915 35.9% (`000) (4)(5) Weighted average number of 5 791 990 7 869 915 35.9% shares (`000) (4)(5) Further shares issued to 1 015 656 Converting Lenders (`000) Further shares issued to 1 062 269 Mayibuye (`000) Mayibuye shareholding (%) 51.0% 51.0% 0.0% Converting Lenders 0.0% 12.9% >100% shareholding (%) Existing Blue shareholders 49.0% 36.1% (26.4%) (%) Notes and assumptions: 1 The unaudited pro forma financial information is based on the accounting policies adopted by the Company and are in accordance with IFRS. 2 The `Actual Before` column is based on the published reviewed condensed consolidated interim results for the six months ended 31 August 2011. 3 The `After the Second Early Conversion` column has been adjusted for the effects of the Second Early Conversion. 4 For purposes of calculating EPS and HEPS the unaudited pro forma financial effects are calculated on the following assumptions: (a) The Second Early Conversion was implemented on 1 March 2011; (b) Interest income of R1.038 million (pre-tax) relating to a financial derivative instrument has been reversed against interest income. This reversal has been calculated based on the
actual interest income received on the derivative financial instrument for the six months ended 31 August 2011 and is assumed to be taxable; (c) Interest expense has been adjusted by an amount of R22.032 million as follows: Rand million Reversal of actual interest 4.404 incurred in relation to the
financial derivative instrument for the six months ended 31 August 2011 (pre-tax) Reversal of actual interest 17.628
incurred on the Conversion Amounts for the six months ended 31 August 2011 (pre-tax) 22.032
The above amounts are assumed to be tax deductible and will have a continuing effect; (d) An amount of R2.642 million (pre-tax) is reversed against operating income and is assumed to be taxable. This amount has been calculated based on the foreign exchange losses recognised on the conversion of foreign denominated debt due to participants to the Second Early Conversion for the six months ended 31 August 2011. This amount will have a continuing effect, subject to exchange rate fluctuations; (e) Operating expenses have been adjusted by an amount of R5.122 million as follows: Rand million Once-off transaction costs have 4.000
been included and are assumed to be paid out of cash resources. The expense is assumed to be capital in nature and therefore not tax
deductible Reversal of the mark-to-market gain 1.122 relating to the financial derivative instrument (pre-tax).
This amount is assumed to be taxable. 5.122 (f) A full tax rate of 28% has been applied and the impact of any tax losses is ignored; (g) The issue of 1,015,655,919 Ordinary Shares in accordance with the Second Early Conversion Agreement; and (h) The issue of 1,062,269,202 Anti-dilution Shares in accordance with the Subscription Agreement. The Anti-dilution Shares to be issued have been determined on a fully diluted basis and take into account the issue of 1,015,655,919 Dilution Shares in 4(g) above and the future issue of 4,955,667 shares to staff in terms of the Blue Share Plan such that after the issue of these shares Mayibuye will own 51% of the issued share capital in Blue. 5 For purposes of calculating NAVPS and NTAVPS the unaudited pro forma financial effects are calculated on the following assumptions: (a) The Second Early Conversion was implemented on 31 August 2011; (b) Share capital has been adjusted for: I The issue of 1,015,655,919 Conversion Shares pursuant to the Second Early Conversion. The shares are assumed to be issued at the 30-day VWAP on 16 May 2012, being 44.5 cents per share, giving rise to a R451.967 million adjustment to share capital.
II The issue of 1,062,269,202 Anti-dilution Shares pursuant to the Second Early Conversion. The Anti-dilution Shares to be issued have been determined on a fully diluted basis and take into account the issue of 1,015,655,919 Dilution Shares in 4(g) above
and the future issue of 4,955,667 shares to staff in terms of the Blue Share Plan such that after the issue of these shares Mayibuye will own 51% of the issued share capital in Blue. Anti- dilution Shares are assumed to be issued at the par value of
0.0001 cent a share for a cash consideration of R1,062.27. III The issue of Dilution and Anti-dilution shares are indicative only due to the fact that the debt being converted includes foreign denominated borrowings of USD25.872 million which have
been converted at a rate of R10/ USD1. The ultimate conversion of the debt will be different and will be impacted by the foreign exchange rates prevailing at the date of such conversion.
(c ) The derivative financial liability relates to the WBC foreign denominated loan amount and will be settled on conversion of the WBC loan. The financial derivative liability has been adjusted as follows: I The value of the derivative financial instrument has been adjusted to reflect a gain of R28.393 million as a result of the assumed potential depreciation in the Rand from R6.9793/USD as at 31 August 2011 to R10/USD1 being the exchange rate used to determine the maximum Conversion Amount resulting in an adjusted
positive balance of R9.708 million. Corresponding credits to accumulated loss and taxation payable of R20.443 million (after tax) and R7.950 million respectively have been made. II An amount of R9.708 million has been credited to the account to take into account the settlement of the derivative financial instrument (based on the adjusted value per 5(c)I above) with a corresponding debit of R9.708 million to bank and cash. No further costs have been taken into account for the early
settlement of the derivative financial instrument. (d) Long term liabilities have been adjusted as follows: I The foreign denominated Conversion Amounts of cumulatively R180.568 million as at 31 August 2011 included in long term liabilities have been credited by R78.151 million to account for the assumed depreciation in the Rand from R6.9793/USD as at 31 August 2011 to R10/USD1 being the exchange rate used to determine the maximum Conversion Amount. Note this amount is indicative only and the ultimate amount of the adjustment will be different and will be impacted by the foreign exchange rates prevailing at the date of the actual conversion. Corresponding debits to accumulated loss and taxation payable of R56.269 million (after tax) and R21.882 million respectively have been made; and II An adjustment for the de-recognition of debt to the value of R451.967 million based on the total maximum debt converted into Ordinary Shares in accordance with the Second Early Conversion Agreement. Note this amount is indicative only and the ultimate amount of debt converted will be different and will be impacted by the foreign exchange rates prevailing at the date of such conversion; (e) Accumulated loss has been adjusted for once-off transaction costs of R4.0 million, an amount of R20.433 million (after tax) relating to the gain on revaluation of the derivative financial liability in 5(c)I above and an amount of R56.269 million (after tax) relating to the write-up of the foreign denominated Conversion Amounts in 5(d)I above. (f) Cash and cash equivalents have been increased by a net amount of R5.709 million, which includes the subscription proceeds of R1,062.27 from the issue of the Anti-dilution Shares, the payment of R4.0 million in once-off transaction costs and the proceeds of R9.708 million relating to the settlement of the derivative financial instrument. 6 CONDITION PRECEDENT 6.1 The only remaining condition precedent ("Condition Precedent") to the Second Early Conversion Agreement is that Blue obtains each authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration which is required in respect of Conversion (including the issue of the requisite Anti-Dilution Shares to Mayibuye) under any applicable laws and any contract which is binding on the Group including, without limitation - 6.1.1 any resolutions required under the JSE Listings Requirements or the rules of the BSE and the Companies Act from the current holders of the Ordinary Shares; and 6.1.2 the approval of RenAsset in respect of the Second Early Conversion (to the extent to which such approval is required).
6.2 If the remaining Condition Precedent is not fulfilled by 31 July 2012, or such a later date as may be agreed by all the parties to the Second Early Conversion Agreement in writing, the Second Early Conversion will not be implemented. 7 UNDERTAKINGS TO VOTE Shareholders currently holding in aggregate 75.6% of the issued Ordinary Shares and entitled to vote in respect of certain of the resolutions, have provided the Company with irrevocable undertakings to vote in favour of those resolutions set out in the notice of general meeting referred to in paragraph 8 below. Shareholders currently holding in aggregate 64.7%% of the issued Ordinary Shares and entitled to vote on all resolutions, have provided the Company with irrevocable undertakings to vote in favour of all of the resolutions set out in the notice of general meeting referred to in paragraph 8 below. 8 SHAREHOLDER APPROVAL, POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING Although FMO is a related party, the issue price of 44.5 cents is based on the 30-day VWAP per Ordinary Share immediately prior to the signing of the Second Early Conversion Agreement and therefore, in terms of section 5.51(f) of the JSE Listings Requirements, the directors are not required to include a statement confirming whether the specific issue is fair insofar as the Blue shareholders (excluding FMO) are concerned. A circular setting out the full details of the Second Early Conversion will be posted to shareholders on or about 30 May 2012. The Circular will incorporate a notice convening a general meeting of shareholders to be held on or about 29 June 2012 at Mayibuye Place, 355 Kent Avenue, Randburg in order to consider and if deemed fit, pass with or without modification, the special and ordinary resolutions contained therein, all of which are required to procure the implementation of the Second Early Conversion. 9 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT As the salient terms of the Second Early Conversion and the pro forma financial effects thereof are presented in this announcement, shareholders are advised that they no longer need to exercise caution when dealing in their Blue shares and the cautionary announcements referred to in paragraph 1 above are herewith withdrawn. Johannesburg 21 May 2012 Designated Adviser to Blue Grindrod Bank Limited Financial Adviser to Blue PricewaterhouseCoopers Corporate Finance (Proprietary) Limited Reporting Accountants and Auditors to Blue Deloitte & Touche Attorneys to Blue Cliffe Dekker Hofmeyr Inc. Date: 21/05/2012 08:28:01 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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