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ABRIDGED PRE-LISTING STATEMENT
Brait SE
(Registered in Malta as a European Company)
(Registration No. SE-1)
ISIN: LU0011857645
Share Code: BAT
("Brait" or "the Company")
ABRIDGED PRE-LISTING STATEMENT
This pre-listing statement does not constitute an offer to the
public in South Africa and does not constitute a prospectus in
South Africa. It is prepared in terms of the Rules and Regulations
of the Luxembourg Stock Exchange (“LuxSE”) and the JSE Limited
(“JSE”) Listings Requirements for the purpose of providing
information relating to the listing of cumulative, non-
participating preference shares with a nominal value of Euro 0.01
each (“Preference Shares”) in the share capital of Brait on the
LuxSE and the securities exchange operated by the JSE with effect
from the commencement of business on Monday, 6 August 2012.
Brait issued a pre-listing statement today, Monday 30 July 2012,
(“Pre-listing Statement”) relating to the listing of the
Preference Shares on the official list of the LuxSE to be traded
on the Euro MTF under the abbreviation BRAITPRF, ISIN number
MT0000680208 and common code 081058172 and on the JSE under the
share code “BATP” with abbreviated name “BRAIT PREF” in the
“Specialist Securities – Preference Shares” sector. The
information in this abridged pre-listing statement has been
extracted from the Pre-listing Statement. The definitions and
interpretations set out in the Pre-listing Statement apply to this
abridged pre-listing statement unless otherwise stated.
1. Introduction and rationale
Brait intends entering into a new capital raising programme in
order to make capital available for investment purposes. Aligned
to Brait’s growth strategy, the proposed capital raising provides
the following benefits:
- diversified, cost efficient permanent capital;
- further strengthens the Company’s existing capital base;
- effectively lowers the Company’s cost of capital; and
- non dilutionary for ordinary shareholders.
The capital raising programme will be implemented through the
listing of Preference Shares, to be issued over a period of 18
months, in terms of which a maximum number of 20,000,000
Preference Shares will be issued through the Offer for
Subscription and possible future issues at the discretion of the
Directors. The Offer for Subscription is expected to raise
approximately R1 billion to R1.5 billion with the ability to
increase to R2 billion, subject to investor demand and by way of a
private placement. The Subscription Price for the Offer for
Subscription will be ZAR100 per Preference Share (or the Euro
equivalent thereof as at Closing). Any authorised, unissued
Preference Shares that have not been issued in terms of the Offer
for Subscription shall be issued by the Company as and when
opportune, at an issue price to be determined by the Directors,
subject to the maximum of 20,000,000 Preference Shares. To the
extent that any Preference Shares will be issued after the lapse
of 12 months from the date of the Pre-listing Statement, an
updated or new pre-listing statement or prospectus will, if
necessary, be issued, in order to allow for the listing of such
shares.
2. Information relating to Brait
Brait was incorporated in Luxembourg on 5 May 1976, under the name
of Tolux S.A.. The shares of Tolux S.A. were originally admitted
to the official list of the LuxSE on 11 July 1980. On 29 July
1998, the Company changed its name to Brait S.A. and was first
listed on the JSE in 1998.
Brait is now incorporated under Maltese law and registered as a
European Company with the Maltese Registry of Companies under the
legal form of a societas europaea under number SE-1.
Brait is a listed investment company that invests capital in
primarily privately held businesses by making long-term
investments of significant influence. The Company also has
interests in the management companies that oversee traditional
private equity funds.
Historically Brait has operated as a fund management business with
the majority of its activities focussed around private equity.
Under this business model, it raised funds through the traditional
private equity market, whereby each new fund was raised with a
very specific mandate, including draw-down stipulations, defined
fund life and agreed mandatory investment requirements.
In 2011, Brait undertook a significant reorganisation and
restructuring process whereby Brait became a European Company,
resulting from a merger with a Malta subsidiary and the subsequent
transfer of the registered office of the holding company from
Luxembourg to Malta and reorganised the executive management,
Board and business unit structures to complement the Company’s new
business structure and strategic focus. It changed its name from
Brait S.A., a company registered in Luxembourg to Brait SE, a
company registered in Malta.
3. Directors
The names, ages, nationalities (if not South African), addresses,
occupations and profiles of the Directors are set out below:
Phillip Jabulani Moleketi (54)
2nd Floor, The Zone II, 177 Oxford Road, Rosebank, 2196
AMP (Harvard), MSc (Financial Economics), Post-graduate diploma
in Economic Principles
He was Deputy Minister of Finance (South Africa) from 2004 to
2008. During his tenure as Deputy Minister of Finance he was:
(i) chairperson of the Public Investment Corporation; (ii)
chairperson of Harith Fund Management Company, which invests in
infrastructure projects on the African continent; (iii) a member
of the 2010 FIFA Local Organising Committee (LOC) Board and of
the Executive Committee of the LOC Board and chairperson of the
Finance and Procurement Committee of the LOC Board (iv) the
South African Government representative in the annual meeting of
the Commonwealth Finance Ministers meetings and the South
African Customs Union ministerial meetings; and (v) the
alternative governor of the IMF representing South Africa. He
was Gauteng Provincial MEC of Finance and Economic Affairs from
1994 to 2004, during which time he was the founding member of
Blue IQ which included the Gautrain project. He was responsible
for setting up Gauteng Shared Services from concept to actual
operation. He was a member of the National Executive Committee
of the ANC from 1997 to 2007.
Dr Christo Hendrik Wiese (70)
36 Stellenberg Road, Parow Industria, Cape Town, 7493
BA, LLB, DCom (hc)
Dr C H Wiese joined Pep Stores as Executive director in 1967.
Seven years later he left Pep Stores to practice at the Cape
Bar. He rejoined Pepkor and has been executive chairman of
Pepkor since 1981. He is chairman of Shoprite Holdings. He is
also the chairman of Tradehold Ltd, Invicta Holdings Ltd and
Tulca (Pty) Ltd (trading as Mango). He also serves on the Boards
of PSG Group, Primedia Group and Luna Group.
Antony Charles Ball (53)
2nd Floor, The Zone II, 177 Oxford Road, Rosebank, 2196
BCom (Hons), Phil (Oxon), CA(SA)
Antony Charles Ball is co-founder of Brait’s Private Equity
business. To date, he has acted in various leadership capacities
in Brait and as its Chief Executive Officer from 1 October 2006
until 2 March 2011. He has led and played a significant role in
the raising and governance of the Company’s principal private
equity funds. He has been responsible for a number of the
Company’s private equity investments and has represented Brait
on the boards of over 18 private and public companies. Prior to
joining Brait, he was a partner at Deloitte & Touche, where he
co-founded The Strategy Group.
Richard John Koch (61) (British)
Rua Dr. Silverstre, Falcao 15 1 Posterior, 8800-412 Tavia
Portugal
MA (Oxon), MBA (Wharton)
Richard John Koch was formerly a consultant with the Boston
Consulting Group, a partner of Bain & Company and a founder of
The LEK Partnership (now L.E.K. Consulting). He has advised many
blue-chip global corporations, is a successful private equity
investor on his own account, and has written several best-
selling business books, including The 80/20 Principle, which has
sold over three-quarters of a million copies, world-wide.
Hermanus Roelof Willem Troskie (42)(Dutch)
56, rue Charles Martel L-2134, Luxembourg
BJuris, LLB, LLM
Hermanus Roelof Willem Troskie is the Managing Partner of M
Partners, the Luxembourg law firm in the Maitland network of law
firms. He specialises in the area of international corporate
structuring and financing for European investment structures.
His practice also includes the listing of companies and
investment funds. Mr Troskie is a non-executive director of a
number of public and private companies and investment funds. He
is a solicitor of the Senior Courts of England and Wales and a
member of the Luxembourg Bar.
Christopher Stefan Seabrooke (59)
2nd Floor, The Zone II, 177 Oxford Road, Rosebank, 2196
BCom, BAcc, MBA, FCMA
Christopher Stefan Seabrooke has been on the boards of over
twenty stock exchange listed companies. He is currently CEO of
Sabvest Ltd, Chairman of Metrofile Holdings Ltd, Deputy Chairman
of Massmart Holdings Ltd and a director of Datatec Ltd and Net1
UEPS Technologies Inc. He is also a director of a number of
unlisted companies including Mineworkers Investment Company
(Pty) Ltd and Transaction Capital (Pty) Ltd. He is a former
Chairman of The South African State Theatre and former Deputy
Chairman of the founding board of The National Arts Council. He
is a member of The South African Institute of Directors.
Colin Denis Keogh (58) (British)
Discovery House, Whiting Road, Norwich, Norfolk, NR4 6EJ, United
Kingdom
ATII degree, MA, MBA (Insead).
Colin Keogh was appointed as Non-Executive Director of Virgin
Money Holdings UK Ltd in January 2010. Prior to that he spent
most of his working life at Close Brothers Group plc, the UK-
listed investment banking group. He was CEO of Close Brothers
Corporate Finance and then CEO of Close Asset Management before
becoming Group CEO in 2002.
Serge Joseph Pierre Weber (48) (Luxembourgish)
3 rue Pletzer, L-8080 Bertrange, Luxembourg
Business Diploma (ESSEC Business School, Paris)
Serge Joseph Pierre Weber is a director of TRAXYS Europe SA,
part of the TRAXYS SA Group, a joint venture created in 2003
between the Luxembourg-based ARCELOR Group and the Belgian based
UMICORE Group and he is Chief Financial Offer of TRAXYS Europe
and the Group Controller for the TRAXYS Group, a leading metals
and minerals marketing and trading group operating worldwide.
Rita Schembri (46) (Maltese)
Sardinella, Wardija Hill, Wardija, SPB6161, Malta
B.A. (Hons) Accountancy (Malta), Certified Public Auditor
(Malta) and Certified Public Accountant (Malta), Fellow of the
Malta Institute of Accountants
Rita Schembri is currently a member of the Supervisory Committee
of the European Commission’s Anti-Fraud Office (OLAF), Brussels,
Belgium. Ms Schembri has vast experience in finance and in the
public sector where she has held senior positions which include
Director General Internal Audit and Investigations, Cabinet
Office (Office of the Prime Minister, Valletta, Malta), Director
General Public Internal Financial Control and Head Financial
Management Monitoring Unit (Ministry of Finance, Valletta,
Malta). She has also worked in the private sector and is a
founding member of the Forum for Internal Auditors in Malta.
4. Share capital of Brait
4.1. Authorised and issued share capital before the Offer for
Subscription:
Authorised shares Euro’000s
1,500,000,000 Ordinary Shares of Euro 0.22 330,000
nominal value per share
Issued shares
506,200,693* Ordinary Shares of Euro 0.22 111,364
nominal value per share
* Of this number, 4,868,837 Ordinary Shares are held in treasury.
4.2. Authorised and issued share capital after the Offer for
Subscription:
The table below is for illustrative purposes only and sets out the
authorised and issued capital of Brait (assuming a total
subscription of R1 billion to R1.5 billion for Preference Shares):
Authorised shares Euro’000s
1,500,000,000 Ordinary Shares of Euro 0.22 330,000
nominal value per share
20,000,000 Preference Shares of Euro 0.01 200
nominal value per share
Issued shares assuming a total subscription of 10,000,000
Preference Shares
506,200,693* Ordinary Shares of Euro 0.22 111,364
nominal value per share
10,000,000 Preference Shares of Euro 0.01 100
nominal value per share
Issued shares assuming a total subscription of 15,000,000
Preference Shares
506,200,693* Ordinary Shares of Euro 0.22 111,364
nominal value per share
15,000,000 Preference Shares of Euro 0.01 150
nominal value per share
* Of this number, 4,868,837 Ordinary Shares are held in treasury.
At the Extraordinary General Meeting of the Company held on 25
July 2012, the shareholders, by means of an extraordinary
resolution, resolved to create 20,000,000 Preference Shares by
amending the Memorandum and Articles to increase the authorised
share capital by the creation of 20,000,000 Preference Shares and
by providing for the terms of the Preference Shares.
5. Details of the Offer for Subscription by way of a private
placement
Subject to the fulfilment of the conditions listed in paragraph
5.5 below, applications will be made to the LuxSE to admit the
Preference Shares on the official list of the LuxSE to be traded
on the Euro MTF market under the abbreviation BRAITPRF, ISIN
number MT0000680208 and common code 081058172 and to the JSE to
admit the Preference Shares to trading on the JSE under the
“Specialist Securities – Preference Shares” sector with
abbreviated name “BRAIT PREF” and alpha code “BATP”, with effect
from the commencement of business on Monday, 6 August 2012. The
number of Preference Shares to be listed will be determined on
Closing.
5.1. Salient terms of the Preference Shares
Deemed issue price for dividend calculation R100
purposes
Preference dividend rate on issue 104% of the
prime rate in
South Africa
(“Prime
Rate”)
Minimum Subscription Consideration payable per R1 million
applicant who is a single addressee acting as
principal
Minimum amount to be raised in terms of the Offer R1 billion
for Subscription
5.2. Times and dates of the opening and closing of the Offer for
Subscription
Opening date of the Offer for Subscription Monday, 30
(09:00) July 2012
Closing date of the Offer for Subscription Monday, 30
(17:00) July 2012
Monday, 6
Proposed listing date (09:00) August 2012
Any changes to these dates and times will be released on SENS and
the communication service of the LuxSE.
Applications to subscribe for Preference Shares in terms of the
Offer for Subscription must be made in accordance with the
application procedure set out in the Pre-listing Statement.
Applicants applying for dematerialised Preference Shares must
inform their CSDP or broker of their application by the cut-off
time stipulated by their CSDP or broker in terms of their
agreement.
5.3. Pre-emption rights
Ordinary shareholders have waived their rights of pre-emption in
relation to all the Preference Shares. The terms and conditions of
the Offer for Subscription and the Preference Share Issue
Programme provide that no-one who acquires Preference Shares shall
have pre-emption rights on any issue of such shares during the
Preference Share Issue Programme. The Holders of Preference Shares
will not have pre-emption rights in regards to Ordinary Shares
either.
5.4. Qualifying Investors
The Offer for Subscription is only made to and may only be applied
for by Qualifying Investors, being (i) those South African persons
envisaged in section 96(1)(a) of the SA Companies Act, or (ii) a
single South African addressee acting as principal where the
Subscription Consideration payable by such addressee in not less
than R1 million.
5.5. Conditions to the listing
The listing of the Preference Shares is subject to:
- the requirement of the LuxSE in respect of the requisite free
float requirement, being 25% free float, being met; and
- the requirements of the JSE in respect of the requisite spread
of holders of Preference Shares, being a minimum of 50 public
shareholders as well as 20% of the Preference Shares being held by
public shareholders, being met.
5.6. Reservation of rights
The Directors reserve the right to accept or refuse any
application(s), either in whole or in part or to abate any or all
application(s) (whether or not received timeously) in such manner
as they may, in their sole and absolute discretion, determine.
Note that this reservation of rights applies to all of the
applications for the Preference Shares received in respect of the
Offer for Subscription.
The Directors have the right to issue any Preference Shares not
subscribed for pursuant to the Offer for Subscription, as and when
opportune, by undertaking a separate private placement of
Preference Shares not subscribed for pursuant to the Offer for
Subscription, at a price determined by the Directors.
5.7. Restrictions
The distribution of this document in jurisdictions other than
South Africa may be restricted by law, and persons into whose
possession this document comes should inform themselves about and
observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. The Preference Shares are fully
transferable. However, no Preference Shares will be offered by the
Company pursuant to the Preference Share Issue Programme for
subscription in any Restricted Territories. Accordingly, this
document may not be supplied to the public in any jurisdiction in
which any registration, qualification or other requirements exist
or would exist in respect of any public offering of shares. This
document does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any securities other than the
Preference Shares by any person in any circumstances in which such
offer or solicitation is unlawful and is not for distribution in
or into Australia, Canada, Japan, Malta or the United States.
5.8. Underwriting
The minimum amount of R1 billion has been underwritten by Rand
Merchant Bank (a division of FirstRand Bank Limited), being the
Arranger and Underwriter, on the basis of the Arranger and
Underwriter pre-placing R785,000,000 with selected Qualifying
Investors, which include the Titan Group.
6. Salient features of the Preference Shares
The full terms of the Preference Shares are set out in Annexure 3
of the Pre-listing Statement. The summary below is not conclusive
or exhaustive, and potential investors should refer to Annexure 3
of the Pre-listing Statement for full particulars of the terms and
conditions of the Preference Shares.
6.1. Entitlements to dividends
Dividends are payable semi-annually on a date which is the earlier
of not less than 5 business days prior to the date on which Brait
makes any Distribution in respect of its Ordinary Shares, and no
later than 90 calendar days after the applicable Calculation Date.
For each Dividend Period, each Preference Share shall be entitled
to a dividend in an amount equal to the aggregate of the amounts
calculated in respect of each day during that Dividend Period in
accordance with the following formula:
a=(b+c)*d
in which formula:
a = the amount for the applicable day;
b = the Deemed Issue Price;
c = the Accumulated Dividends in respect of that Preference Share
at 17h00, Johannesburg time, on the calendar day immediately
preceding the applicable day;
d = if a Dividend Default (i) has not occurred, the Dividend Rate
divided by 365, or (ii) has occurred, the Default Dividend Rate
divided by 365.
If (i) the Scheduled Dividend for a Dividend Period is calculated
in accordance with the formula outlined above for any Dividend
Period, and (ii) at the time of that calculation no Dividend
Default has occurred, but (iii) a Dividend Default occurs after
such calculation, the Scheduled Dividend for the applicable
Dividend Period shall be recalculated at the Default Dividend
Rate, being 144% of the Prime Rate.
6.2. Ordinary Share Distributions
The Company shall not be permitted to pay any Distributions in
respect of its Ordinary Shares if the dividends in respect of the
Preference Shares have not been paid in full.
6.3. Adjustment Event
Tax Change Event: the Company shall pay, in respect of the
Outstanding Preference Shares, an Additional Dividend in
accordance with the provisions and formulae set out in clauses
9.3.10 and 9.3.11 of the Preference Share Terms, if as a result
of:
- any amendment in the SA Tax Act (including, without limitation,
the replacement of the SA Tax Act with different legislation),
which occurs after the Tax Reference Date, the Preference
Dividends become subject to any SA Tax, other than the Dividends
Tax or any other withholding tax imposed under any law of South
Africa, in the hands of all the SA Corporates who are Resident
Beneficiaries of any Outstanding Preference Shares; or
- any amendment in any law of Malta, Luxembourg or the Republic of
Mauritius (including, without limitation, the replacement of any
such a law with different legislation), which occurs after the Tax
Reference Date, the Preference Dividends become subject to Tax,
imposed by any one of Malta, Luxembourg or the Republic of
Mauritius, in the hands of all the SA Corporates who are Resident
Beneficiaries of any Outstanding Preference Shares.
Rate Event: if as a result of an increase in the Dividends Tax
Rate above 15% (which is the rate at which the Dividends Tax was
levied on the Tax Reference Date) then the Dividend Rate or the
Default Dividend Rate, as the case may be, shall be adjusted to
such a percentage of the Prime Rate, in accordance with the
provisions and formula set out in clause 9.3.12 of the Preference
Share Terms.
Post the Tax Change Event and/or the Rate Event occurring, the
Company will be entitled to voluntarily redeem the Outstanding
Preference Shares at the Redemption Amount.
6.4. Change of Control
If an Acquisition of Control occurs, Brait shall have the right to
redeem all the Outstanding Preference Shares at the Redemption
Amount.
6.5 Voting rights
The Holders shall be entitled to vote at general meetings of the
Company under the following circumstances:
i. when any resolution of the Company is proposed which directly
affects the rights of the Preference Shares (as set out in
clause 9.6.4.1 of the Preference Share Terms);
ii. when any resolution of the Company is proposed to approve the
reduction of the Company’s share capital of any class or the
making of a Distribution either of which has the effect of:
a. reducing the NAV below R10 billion after that
resolution is implemented; or
b. where the ratio of the (i) aggregate of the Deemed
Issue Prices of all the Outstanding Preference Shares
to (ii) the NAV, after that resolution has been
implemented, is equal to or more than 10% (as set out
in clause 9.6.4.2 of the Preference Share Terms);
iii. when any resolution of the Company is proposed to delist the
Company’s Ordinary Shares (as set out in clause 9.6.4.3 of
the Preference Share Terms);
iv. when any resolution of the Company is proposed after an
Acquisition of Control has occurred if that resolution, if
implemented, will result in the conclusion of a transaction
by the Company, the value of which is equal to or exceeds 25%
of the NAV (as set out in clause 9.6.4.4 of the Preference
Share Terms); or
v. when any resolution of the Company is proposed during any
period which (i) commences on the date 90 days after the date
on which the Company declared any Preference Dividends, and
(ii) ends on the date on which those Preference Dividends are
paid (as set out in clause 9.6.4.5 of the Preference Share
Terms).
In relation to any of the aforementioned resolutions (i), (ii)
(iii) and (iv):
- the Preference Shares shall vote as a separate class;
- in such a vote each Outstanding Preference Share shall carry one
vote;
- no such resolution shall be carried except by an extraordinary
resolution of at least 75% of the votes exercisable by all the
Holders who attend and vote at the meeting convened to consider
that resolution voting in favour thereof and at least 51% in
nominal value of all the shares entitled to vote at the meeting
voting in favour thereof; and
- should the Holders vote against such resolution:
- Brait shall have the right to redeem all the Outstanding
Preference Shares at the Redemption Amount, by no later
than 31 December 2512; or
- should Brait elect to not voluntarily redeem the
Outstanding Preference Shares, Brait shall not be
permitted to proceed with the implementation of the
relevant resolution.
In relation to the aforementioned resolution (v):
- the Preference Shares shall not vote as a separate class but
shall vote together with the other shareholders; and
- each Preference Share shall confer on its Holder such a
percentage of the votes exercisable in relation to that resolution
as is equal to the ratio, expressed as a percentage, of the
nominal value of that Preference Share to the aggregate of the
nominal values of all the issued shares of all classes in the
Company's share capital.
6.6 Ranking and liquidation
The Preference Shares will rank in priority to the Brait shares
with regard to dividends and repayment of capital on the winding-
up of the Company. All the Preference Shares form part of the same
class of share and all Preference Shares for which listing will be
applied, will rank pari passu in respect of all rights.
Each Preference Share shall confer upon its Holder (for onward
payment to the relevant Beneficiary in accordance with the
agreement between the Holder and Beneficiary) the right of a
return of capital on liquidation of the Company of an amount equal
to the Redemption Amount of that Preference Share calculated up to
the day on which that return of capital is paid.
6.7. Regulatory redemption option
Upon the occurrence of any one of the following Regulatory Events
which has the effect of the Preference Shares becoming more
expensive, Brait shall be entitled to redeem all of the
Outstanding Preference Shares at the Redemption Amount, by no
later than 31 December 2512:
- any change in the LuxSE Rules and Regulations or the JSE
Listings Requirements;
- any change in the exchange control regulations of South Africa,
Malta or Mauritius;
- any change in the SA Tax Act or any other legislation which
imposes any taxation of any nature whatsoever on the Company, in
relation to the Preference Shares, in Malta, Luxembourg, South
Africa and/or Mauritius; or
- any change in the Maltese Companies Act, the SA Companies Act
and any other legislation, whether Maltese or South African, which
deals with companies generally.
7. Copies of the Pre-listing Statement
Copies of the Pre-listing Statement may be obtained during normal
business hours on 30 July 2012 from the Arranger and the Transfer
Agents at the addresses detailed below:
Rand Merchant Bank (A division of FirstRand Bank Limited): 1
Merchant Place, Cnr Fredman Drive and Rivonia Road, Sandton, 2196
Daniella Keet +27 11 282 1272
Computershare Investor Services (Proprietary) Limited: 70 Marshall
Street, Johannesburg, 2001
Maitland Luxembourg S.A.: 58, rue Charles Martel, Luxembourg
Malta
30 July 2012
Advisor, Arranger, Underwriter and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys – South Africa
Cliffe Dekker Hofmeyr Inc.
International Counsel and LuxSE Listing Agent
Maitland
Date: 30/07/2012 08:10:00 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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