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Beige Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No: 1997/006871/06)
Share code: BEG ISIN code: ZAE000034161
Share code: BEGP2 ISIN code: ZAE000154787
("Beige" or "the company")
REVIEWED CONSOLIDATED RESULTS FOR THE YEAR ENDED 31 MARCH 2012 AND NOTICE IN
TERMS OF SECTION 122 OF THE COMPANIES ACT
Condensed Consolidated Statement of Financial Position as at 31 March 2012
Reviewed Audited
31 March 2012 31 March 2011
Ra''000 Ra''000
ASSETS
Non-current assets 249 898 260 454
Property, plant and equipment 170 856 156 587
Intangible assets 55 608 88 207
Investment in joint venture (Note 1) 6 295 --
Other receivables 299 410
Deferred income tax assets 16 840 15 250
Current assets 224 754 192 516
Inventories 105 000 82 726
Trade and other receivables 113 224 105 274
Cash and cash equivalents 6 530 4 516
Total assets 474 652 452 970
EQUITY AND LIABILITIES
Equity attributable to equity holders of the
company 191 296 221 533
Ordinary share capital 15 442 15 396
Ordinary share premium 179 898 179 570
Other reserves 13 215 18 442
Retained (loss)/earnings (17 259) 8 125
Non-controlling interest 1 946 2 261
Total equity 193 242 223 794
Non-current liabilities 89 707 34 025
Borrowings 80 083 25 829
Deferred income tax liabilities 9 624 8 196
Current liabilities 191 703 195 151
Trade and other payables 141 814 128 095
Borrowings 9 335 28 239
Current income tax liabilities 1 313 1 109
Bank overdrafts 39 241 37 708
Total liabilities 281 410 229 176
Total equity and liabilities 474 652 452 970
Ordinary shares (000a''s)
In issue (Note 2) 1 544 197 1 539 510
Net asset value per share information (net of non-
controlling interest)
Net asset value per share (cents) 12.39 14.39
Net tangible asset value per share (cents) 8.79 8.66
Condensed Consolidated Statement of Comprehensive Income for the year ended 31 March 2012
Reviewed Audited
31 March 2012 31 March 2011
Ra''000 Ra''000
Revenue 618 469 594 687
Cost of sales (511 093) (485 537)
Gross profit 107 376 109 150
Distribution costs (16 988) (17 510)
Administrative expenses (71 154) (65 715)
Operating profit before impairment and re-
measurement of call option liability 19 234 25 925
Impairment of intangible asset (Note 4) (31 632) --
Gain on the re-measurement of call option liability -- 696
Operating (loss)/profit (12 398) 26 621
Finance income 421 1 041
Finance costs (12 237) (10 651)
(Loss)/profit after net financing costs (24 214) 17 011
Share of loss of joint venture (656) --
(Loss)/profit before income tax (24 870) 17 011
Income tax expense (2 846) (3 707)
(Loss)/profit for the year (27 716) 13 304
Other comprehensive income:
Gain on property revaluation -- 9 287
Income tax expense -- (1 687)
Other comprehensive income for the year, net of
tax -- 7 600
Total comprehensive (loss)/income for the year (27 716) 20 904
Total comprehensive (loss)/income attributable to:
Equity holders of the company (27 401) 21 245
Non-controlling interest (315) (341)
(27 716) 20 904
(Loss)/profit for the year (27 716) 13 304
Non-controlling interest 315 341
(Loss)/profit for the year attributable to equity
holders of the company (27 401) 13 645
Headline earnings adjustments:
Total comprehensive (loss)/income for the year
attributable to equity holders of the company (27 401) 13 645
Adjustments:
Profit on sale and leaseback of property net of tax (4) --
Impairment of intangible asset 31 632 --
Headline earnings for the year attributable to equity
holders of the company 4 227 13 645
Ordinary shares (000a''s):
Weighted average shares in issue (Note 2) 1 541 431 1 539 742
Diluted (Notes 2 & 3) 1 541 431 1 539 742
Earnings per share information
Earnings per share (cents) (1.78) 0.89
Headline earnings per share (cents) 0.27 0.89
Diluted earnings per share (cents) (1.78) 0.89
Diluted headline earnings per share (cents) 0.27 0.89
Notes:
1. The 50% investment in the joint venture, U Housing (Pty) Ltd, is accounted for using the equity method of
accounting. Under the equity method, the investment in joint venture is initially recognised at cost, and
the carrying amount is increased or decreased to recognise the investora''s share of the profit or loss of the
investee after the date of acquisition.
2. 87 624 017 (2011: 92 311 517) shares held as treasury stock have been subtracted from the respective
share totals for purposes of calculating earnings per share and net asset per share information.
3. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares. The company has one
category of dilutive potential ordinary shares: convertible preference shares. Diluted earnings, and the
weighted average number of ordinary shares for 2012, have however not been adjusted in this regard as
the effect of the convertible preference share conversion is antidilutive, even though the ruling share price
at 31 March 2012 is more than the conversion strike price. Potential ordinary shares are antidilutive when
their conversion to ordinary shares would increase earnings per share or decrease loss per share from
continuing operations. The calculation of diluted earnings per share does not assume conversion,
exercise, or other issue of potential ordinary shares that would have an antidilutive effect on earnings per
share. Diluted earnings, and the weighted average number of ordinary shares for 2011, have not been
adjusted in this regard as the preference shares were only issued in May 2011.
4. The impairment of intangible asset is in relation to the goodwill that arose on the acquisition of Crystal
Pack (Pty) Ltd in 2007. The intangible asset is required to be tested for any possible impairment on an
annual basis. The packaging segment incurred losses during the period under review and as a result of
the uncertain economic environment relating to the packaging industry in general, and the packaging
segment, the impairment test has resulted in an impairment of the full value of the goodwill relating to the
packaging segment of R31.6 million (2011: Nil).
Condensed Consolidated Statement of Cash Flows for the year ended 31 March 2012
Reviewed Audited
31 March 2012 31 March 2011
Ra''000 Ra''000
Cash flows from operating activities:
Net cash generated from operating activities 2 902 45 135
Cash flows from investing activities:
Net cash used in investing activities (34 319) (13 794)
Cash flows from financing activities:
Net cash generated from / (used in) financing
activities 31 898 (29 003)
Net decrease in bank overdrafts including
cash and cash equivalents 481 2 338
Bank overdrafts including cash and cash
equivalents at the beginning of the year (33 192) (35 530)
Bank overdrafts including cash and cash
equivalents at the end of the year (32 711) (33 192)
Condensed Consolidated Statement of Changes in Equity for the year ended 31 March 2012
Ordinary Ordinary Share Revaluation Share based Total
share capital treasury shares premium reserve payment reserve other reserves
Ra''000 Ra''000 Ra''000 Ra''000 Ra''000 Ra''000
Group
Balance at 31 March 2010 16 316 (917) 268 968 8 863 1 979 10 842
Comprehensive income
Profit for the year -- -- -- -- -- --
Total comprehensive income for the year
-- -- -- -- -- --
Reclassification of fair value adjustment
-- -- (89 474) -- -- --
Share buyback (shares cancelled) (6) -- (24) -- -- --
Treasury shares acquired by subsidiary
-- (6) (24) -- -- --
Share issue costs -- -- (1) -- -- --
Conversion of preference shares 9 -- 125 -- -- --
Total contributions by and distributions
to owners of the company, recognised
directly in equity 3 (6) (89 398) -- -- --
Other comprehensive income:
Gain on property revaluation (net of
taxation) -- -- -- 7 600 -- 7 600
Other comprehensive income for the year
-- -- -- 7 600 -- 7 600
Balance at 31 March 2011 16 319 (923) 179 570 16 463 1 979 18 442
Comprehensive income:
Loss for the year -- -- -- -- -- --
Total comprehensive income -- -- -- -- -- --
Realisation of revaluation reserve -- -- -- (5 227) -- (5 227)
Profit on sale of treasury shares net of
taxation -- -- -- -- -- --
Sale of treasury shares -- 46 328 -- -- --
Dividends paid -- -- -- -- -- --
Total contributions by and distributions
to owners of the company, recognised
directly in equity -- 46 328 (5 227) -- (5 227)
Other comprehensive income: -- -- -- -- -- --
Other comprehensive income for the year
-- -- -- -- -- --
Balance as at 31 March 2012 16 319 (877) 179 898 11 236 1 979 13 215
Condensed Consolidated Statement of Changes in Equity for the year ended 31 March 2012 conta'|
Retained Total Non-controlling Total
(loss)/earnings interest equity
Ra''000 Ra''000 Ra''000 Ra''000
Group
Balance at 31 March 2010 (94 994) 200 215 2 602 202 817
Comprehensive income:
Profit for the year 13 645 13 645 (341) 13 304
Total comprehensive income for the year
Reclassification of fair value adjustment 89 474 -- -- --
Share buyback (shares cancelled) -- (30) -- (30)
Treasury shares acquired by subsidiary -- (30) -- (30)
Share issue costs -- (1) -- (1)
Conversion of preference shares -- 134 -- 134
Total contributions by and distributions to
owners of the company, recognised
directly in equity 89 474 73 -- 73
Other comprehensive income:
Gain on property revaluation (net of taxation) -- 7 600 -- 7 600
Other comprehensive income for the year -- 7 600 -- 7 600
Balance at 31 March 2011 8 125 221 533 2 261 223 794
Comprehensive income:
Loss for the year (27 401) (27 401) (315) (27 716)
Total comprehensive income (27 401) (27 401) (315) (27 716)
Realisation of revaluation reserve 5 227 -- -- --
Profit on sale of treasury shares net of
taxation 242 242 242
Sale of treasury shares -- 374 -- 374
Dividends paid (3 452) (3 452) -- (3 452)
Total contributions by and distributions to
owners of the company, recognised
directly in equity 2 017 (2 836) -- (2 836)
Other comprehensive income:
Income tax expense on profit on
sale/revaluation of property -- -- -- --
Other comprehensive income for the year -- -- -- --
Balance as at 31 March 2012 ( 17 259) 191 296 1 946 193 242
Condensed Consolidated
Segmental Analysis for the year Outsource
ended 31 March 2012 Manufacturing Packaging Other Group
Ra''000 Ra''000 Ra''000 Ra''000
Revenue from external
customers
- reviewed as at 31 March 2012 528 855 89 614 -- 618 469
- audited as at 31 March 2011 490 874 103 813 -- 594 687
Operating profit/(loss) before
impairment and re-measurement
of call option liability
- reviewed as at 31 March 2012 21 876 (6 062) 3 420 19 234
- audited as at 31 March 2011 21 768 3 235 922 25 925
Net finance costs
- reviewed as at 31 March 2012 (5 676) (1 630) (4 510) (11 816)
- audited as at 31 March 2011 (5 872) (1 691) (2 047) (9 610)
Profit/(loss) before tax
- reviewed as at 31 March 2012 16 201 (39 325) (1 746) (24 870)
- audited as at 31 March 2011 15 895 1 544 (428) 17 011
Total assets
- reviewed as at 31 March 2012 349 008 116 101 9 543 474 652
- audited as at 31 March 2011 328 230 123 031 1 709 452 970
Total liabilities
- reviewed as at 31 March 2012 193 499 29 606 58 305 281 410
- audited as at 31 March 2011 140 786 42 660 45 730 229 176
Additional information
Reviewed Audited
Year ended Year ended
31 March 2012 31 March 2011
Ra''000 Ra''000
Amortisation of intangible assets 967 2 374
Depreciation of property, plant and
equipment 13 755 11 557
Purchase of property, plant and
equipment 48 098 13 794
Operating lease commitments 45 281 23 433
Commitments to purchase property,
plant and equipment contracted for -- 33 250
COMMENTARY
The directors of Beige and its subsidiaries are pleased to announce the reviewed results for the year ended
31 March 2012. These results show the consolidated position of Beige.
1. Nature of business
The Beige Group primarily operates as a contract and packaging manufacturer, manufacturing and
distributing cosmetics, soaps, laundry soaps, packaging and allied products on behalf of brand
owners for both the local and international home and personal care industry and is the largest fully
empowered contract manufacturer in the South African home and personal care industry.
2. Listing information
Beige is listed on the Alternative Exchange (a''AltXa'') of the JSE Limited under the share code: BEG
and ISIN number is ZAE 000034161. The preference shares issued by the Company are listed
under the share code: BEGP2 and ISIN number ZAE000154787.
3. Basis of preparation
The condensed consolidated financial statements for the year ended 31 March 2012 were
prepared in accordance with the recognition and measurement criteria of International Financial
Reporting Standards (a''IFRSa''), IAS 34: Interim Financial Reporting, Section 8.57 of the Listing
Requirements of the Johannesburg Stock Exchange (a''the JSEa''), the requirements of the
Companies Act of South Africa and were prepared under the supervision of the Groupa''s financial
director, Mr M Easter (CA)(SA).
The principal accounting policies used in the preparation of the results for the year ended
31 March 2012 are consistent with those applied for the year ended 31 March 2011. During the
year, the Group adopted all the IFRS and interpretations being effective and deemed applicable to
the Group. None of these had a material impact on the results of the Group.
4. Reviewed results
PricewaterhouseCoopers Inc, the Groupa''s independent auditors, have reviewed the condensed
consolidated financial information for the year ended 31 March 2012, that comprise the condensed
consolidated statement of financial position at 31 March 2012, the condensed consolidated
statement of comprehensive income, the condensed consolidated statement of changes in equity,
and the condensed consolidated statement of cash flows for the year then ended, and have
expressed an unqualified and unmodified review opinion on these condensed consolidated
financial statements. A copy of the review opinion is available for inspection at the companya''s
registered office.
5. Segment reporting
The chief operating decision-maker has been identified as the board of directors. The board
considers the business from a product perspective, from which management assesses the
performance of outsource manufacturing and packaging products. Management has determined
the operating segments based on these reports.
6. Business review
Trading conditions in the local and international retail trading environment remain challenging as a
result of continued economic uncertainty. This is borne out in the substantial fluctuations in the
monthly demand book and provides for an extremely volatile trading environment. Notwithstanding
this, Beige has managed to increase its revenue from R594.7 million to R618.5 million. This
increase is largely attributable to the on-going research and development conducted by the Group,
which has enabled it to develop value-enhancing products and packaging for clients, many of
which were launched during the year under review.
Revenue from outsource manufacturing increased by 7.7%, but this gain was largely offset by
margin pressures resulting from increased raw material costs and higher production costs
attributable to above-inflationary energy cost increases and additional labour costs linked to the
volatility of the monthly demand book. These costs were not fully recoverable by price increases
given the competitive environment in which the Group operates. Revenue from the packaging
operations was 13.7% lower than the comparative period. The repacking operations through which
the Group repacks damaged goods on behalf of an international brand owner continued to show
good returns.
In order to mitigate the risks associated with the uncertain economic environment and in line with
its strategy of pursuing value enhancing opportunities, the Company is pursuing vertical integration
opportunities to secure sources of supply of raw materials and to improve margins. In line with this
strategy, the Company has secured a credit facility for the construction and installation of new soap
noodle manufacturing plant and equipment through the Industrial Development Corporation. The
soap noodle plant, which is expected to be completed by December 2012, will further enable the
Company to manage its input cost as a result of a higher degree of control over the value chain.
7. Financial and operational overview
The results for the year ended 31 March 2012 reflect a year characterised by a challenging trading
environment in which economic uncertainty continued to impact the production decisions made by
Beigea''s local and multi-national clients. Whilst the Groupa''s facilities enable it to accommodate
changes to the demand book and product mix, this did have an impact on the gross profit margin,
which showed a decline of 1.0% from the prior year to 17.4%. This decline, together with
significant input cost inflation all but nullified the 4.0% increase in turnover, resulting in a 25.8%
decrease in operating profit before impairment and re-measurement of call option liability,
compared to the prior year. The major contributor to the decrease in operating profit before
impairment and re-measurement of call option liability has been the packaging segment with an
operating loss before impairment and re-measurement of call option liability of R6.0 million,
compared to an operating profit before impairment and re-measurement of call option liability in the
prior year of R3.2 million. The loss in the current year is primarily as a result of the difficult trading
conditions in this sector, with a reduction in sales volumes and margin pressures. Management is
confident however that this can be turned around in the 2013 financial year.
The variance in the (loss)/profit before income tax from a R17.0 million profit in the prior year to a
R24.9 million loss is primarily as a result of the impairment of the goodwill attributable to the
packaging segment, which goodwill arose on the acquisition of Crystal Pack (Pty) Ltd. The
variance, excluding the goodwill impairment, was further impacted by the gain on the re-
measurement of a call-option liability of R0.6 million in the prior year as a result of the preference
shares in respect of which the liability arose having been repurchased during the prior year; a
22.96% increase in net finance cost; additional charges of R2.6 million as a result of accounting for
the Durban and Chloorkop properties as finance leases in terms of IFRS; the additional interest
cost of R1.5 million on the preference shares issued during the year under review and the equity
accounted R0.6 million loss, being Beigea''s share of the loss attributable to U Housing (Pty) Ltd, the
property joint venture concluded by the Group during the year under review, which entity is treated
as an equity accounted associate.
The effective tax rate of -11.44% is affected primarily by the impairment of the goodwill of
R31.6 million; the dividends on preference shares not being deductible for tax and other allowable
permanent tax deductions.
8. Prospects
The Group expects the trading conditions over the next year to remain challenging. Whilst price
increases to address the significant increases in input costs experienced over the prior financial
year have already been implemented in most cases, further increases to recover costs will have to
be carefully managed and cost control throughout the Group will continue to be a key focus area.
The Group continues to make additional investments in infrastructure and capacity and both the
Durban and Gauteng operations have been expanded in expectation of the future growth in
demand for the goods and services it provides. These initiatives all form part of a strategic
decision by the Group to grow market share in a controlled fashion. The long term benefits of this
growth strategy include the optimisation of available production capacity, improvements in
efficiency and the achievement of greater benefits resulting from consolidated procurement. The
recent change in control of the Company provides an opportunity for Beige to harness the benefits
of being associated with a larger group and well-known brand that is not in direct competition with
the Groupa''s customer base and this association is expected to present upside potential for the
Group.
9. Restructure of property interests and property acquisition
During the year under review, Beige entered into a joint venture with True Group Limited in respect
of the properties owned and leased by the Beige Group. In terms of the joint venture, U Housing
(Pty) Ltd, a newly formed company, purchased Beigea''s existing property at Chloorkop Extension 1,
from a Beige subsidiary, for a purchase consideration of R42.8 million and the property occupied
by Beigea''s Durban-based Quality Products (Pty) Ltd factory for a purchase consideration of R33.3
million, from a third party. The transaction enables Beige to jointly own its factory premises via the
joint venture, as opposed to leasing those properties where large investments in infrastructure and
plant and equipment have and will continue to be made. This strategy is expected to maximise the
utilisation of the Groupa''s existing assets, whilst avoiding the disruption to production, the costs and
the losses associated with a possible large scale factory move. The Durban property was
transferred to the joint venture during August 2011 and the Chloorkop property in December 2011.
In compliance with IFRS, the 50% interest in the U Housing (Pty) Ltd joint venture has been
accounted for using the equity method of accounting and the long term lease of the properties from
the joint venture have been accounted for as capitalised finance leases for the building component
and as operating leases for the land component. The effect of the capitalised finance lease and
the property sale and leaseback is an increase in property, plant and equipment of R51.7 million,
an increase in long term borrowings of R50.8 million and an increase in short term borrowings of
R0.9 million.
10. Contingent liabilities
A contingent liability exists in respect of tax, penalties and interest for approximately R3.8 million.
Based on legal advice obtained, the board is of the opinion that no exposure exists in this regard.
11. Contingent assets
As announced in prior years, Beige has initiated criminal and civil legal actions against all parties
who were involved in the material irregularities at Crystal Pack and steps to recover all amounts
involved, including costs and damages are ongoing. No asset in relation to this claim has been
recognised in these results or previous results as the claim is still in progress.
12. Dividends
A cash dividend of 0.15 cents per share was paid to all shareholders recorded in the share register
of the company at the close of business on Friday, 22 July 2011. An interim cash dividend of 0.075
cents per ordinary share was paid to all shareholders registered in the share register of the
Company at the close of business on Friday, 9 December 2011. A gross preference cash dividend
of 12.94 cents per preference share was paid to all preference shareholders registered in the share
register of the Company at the close of business on Friday, 1 June 2012.
13. Issue of shares
During the period under review, 25 000 000 variable rate, cumulative, non-participating,
convertible, redeemable preference shares were issued pursuant to a partially underwritten rights
offer to ordinary shareholders. The preference shares attract a preference dividend of prime plus
2% per annum for a period of three years from the date of issue and are thereafter convertible into
ordinary shares of the company in the ratio of twenty new ordinary shares for every one preference
share held. In the event of the preference shares not being converted during the conversion
period, they will be automatically redeemed by the Company. The Company also entered into final
settlement agreements with Messrs A Protti and B Frewen, two of the vendors of Rap Products
International (Pty) Ltd (a''the vendorsa''), relating to an agreement entered into with the vendors in
terms of which they had agreed to subscribe for shares for cash. In terms of the settlement
agreement, the vendors agreed to subscribe for a combined amount of 11 833 856 shares at 14
cents per share. It was agreed that shares to be issued will be transferred from the treasury shares
held by a Beige subsidiary and, as at year end, 4 687 500 shares had been transferred.
14. Changes to the board
Save for a change in the designation of the Chairman of the Board from non-executive chairman to
independent non-executive chairman, there were no changes to the board during the year under
review. Changes to the board subsequent to the financial year end are detailed in paragraph 15
below.
15. Events after reporting period
Post the balance sheet date the majority of the suspensive conditions relating to the acquisition by
Beige of a 50% interest in Kgalagadi Soap Industries (Pty) Ltd (a''KSIa'') were fulfilled, although, as at
the date of this announcement the purchase price of R3.0 million is still to be paid. The purchase
price allocation, required by IFRS 3, cannot be made at this stage as all the information is currently
not available but will be done in due course.
During the year under review, The Lion Match Company (Pty) Ltd (a''Lion Matcha'') acquired a
controlling interest in the voting shares of the Company thus requiring it to make an offer to minority
shareholders to acquire all or part of their ordinary and preference shareholdings in the Company.
The mandatory offer closed subsequent to year end, with Lion Match acquiring an additional
46.54% of the issued ordinary share capital and 96.20% of the issued preference share capital of
the Company. In accordance with Section 3.83(b) of the JSE Listings Requirements, Beige
confirms having received notification from Lion Match in accordance with Section 122 of the
Companies Act, 2008 to the effect that its beneficial interest in the ordinary share capital of the
Company amounts to 78.53% of the ordinary shares in issue and its beneficial interest in the
preference share capital of the Company amounts to 95.04% of the preference shares in issue.
Given that the treasury shares held by Beige are not entitled to vote at a general shareholders
meeting, Lion Match accordingly now owns 82.99% of the voting ordinary share capital and 96.20%
of the voting preference share capital of the Company.
Following this change in control, the board has been restructured in order to accommodate the
appointment of additional directors nominated by Lion Match. In line with this, Messrs M Fandeso,
MM Du Preez and AP Du Preez (alternate to MM Du Preez) and Ms L Gadd resigned from the
board with effect from 27 June 2012. The board is extremely grateful to these directors for their
principled leadership and wise counsel over the years and wishes them well in their future
endeavours. Also with effect from 27 June 2012, Messrs AH Trikamjee, AGS Osman, AMI
Abdoola, A Heeralal, NMI Abdoola and C De Jager have been appointed to the board as non-
executive directors, whilst Mr G Wade has been appointed to the board in an executive capacity.
The board welcomes these directors to the Company and looks forward to working with them as
the Company moves into this new phase of its development.
By order of the Board
Monwabisi Fandeso Mark Di Nicola
Chairman Chief Executive Officer
9 July 2012
Johannesburg
Company Secretary and Registered Office
Arcay Client Support (Pty) Ltd (Registration number 1998/025284/07)
Arcay House, Number 3 Anerley Road, Parktown, 2193
PO Box 62397, Marshalltown, 2107
Directors
#
MP Fandeso* ; MM Di Nicola Chief Executive Officer; MC Easter Financial Director; MM du Preez*;
# #
L Gadd*; LI Karp* ; RH Weissenberg*
(* Non-executive)
(# Independent)
Designated Advisor Transfer Office
Arcay Moela Sponsors (Pty) Ltd Link Market Services South Africa (Pty) Ltd
Auditors
PricewaterhouseCoopers Inc
Date: 09/07/2012 05:47:00 Supplied by www.sharenet.co.za
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