Wrap Text
Posting of circular and revised listing particulars to NCC shareholders and abridged revised listing particulars
NEW CORPCAPITAL LIMITED
Registration number: 2001/006539/06
Share code: NCA ISIN: ZAE000067765
(“NCC” or “the Company”)
POSTING OF CIRCULAR AND REVISED LISTING PARTICULARS TO
NCC SHAREHOLDERS AND ABRIDGED REVISED LISTING PARTICULARS
1. Introduction
Further to the announcement (and withdrawal of cautionary) issued on SENS and in the press on 20 July 2012, NCC
Shareholders are advised that NCC has posted a circular and revised listing particulars dated 11 September 2012 (the
“Circular”) to Shareholders in respect of:
- the Proposed Acquisition by NCC of the issued share capital of Sable and certain Sale Claims which will constitute a
reverse listing of Sable into NCC;
- the issue of NCC Shares to the shareholders of Sable for the purposes of the Proposed Acquisition;
- the specific issue of Shares for cash for the purposes of a capital raising;
- the reconstitution of the board of Directors of NCC;
- the Repurchase Offer to all Shareholders of NCC;
- an amendment to the Memorandum of Incorporation of NCC to allow for odd-lot offers;
- the Odd-lot Offer to Odd-lot Holders;
- a specific authority for the Company to repurchase up to 65 085 Shares in terms of the Odd-lot Offer;
- the Change of Name of the Company from New Corpcapital Limited to Sable Platinum Limited; and
- the approval of a waiver in terms of Regulation 86(4) of the Regulations to the Companies Act of the obligation to make
a Mandatory Offer.
Copies of the Circular will be available for inspection during normal business hours at the offices of PKF (JHB) Inc, 42 Wierda
Road West, Wierda Valley, Sandton 2196, from 11 September 2012 to 10 October 2012.
The Circular is also available in electronic format at www.sableplatinum.co.za.
Capitalised terms contained in this announcement are as defined in the Circular.
2. Notice of General Meeting
Included in the Circular posted today, Tuesday, 11 September 2012, is a Notice of General Meeting of NCC Shareholders,
which General Meeting is to be held at 10:00 at 42 Wierda Road West, Wierda Valley, Sandton, 2196 on Wednesday 10
October 2012 to consider and, if deemed fit, to pass the resolutions necessary to effect, inter alia, the Proposed Acquisition.
3. Salient dates and times
All times indicated below are local times in South Africa. The dates and times indicated in the tables below are subject to
change. Any such changes will be released on SENS and published in the press.
3.1. Salient dates and timed in respect of the Proposed Acquisition
2012
Circular (together with Notice of General Meeting and Revised Listing Tuesday, 11 September
Particulars) posted to Shareholders on
Announcement relating to the issue of the Circular (together with Notice of Tuesday, 11 September
General Meeting and Revised Listing Particulars) released on SENS on
Last date for Shareholders to lodge an objection to the Waiver with the Wednesday, 26 September
Takeover Regulation Panel
Voting Last Day to Trade Friday, 28 September
Voting Record Date Friday, 5 October
Last day to lodge forms of proxy for the General Meeting (by 10:00) Monday, 8 October
General Meeting (at 10:00) Wednesday, 10 October
Results of General Meeting released on SENS Wednesday, 10 October
Results of General Meeting published in the press Thursday, 11 October
Last date for Shareholders to request the Takeover Special Committee to Thursday, 18 October
review the ruling given in respect of the Waiver
Expected publication of Finalisation Announcement in respect of the Proposed Friday, 19 October
Acquisition on SENS on
Expected date for listing of the Consideration Shares Monday, 22 October
3.2. Salient dates and times in respect of the Repurchase Offer
2012
Circular (together with Notice of General Meeting and Revised Listing Tuesday, 11 September
Particulars) posted to Shareholders on
Announcement relating to the issue of the Circular (together with Notice of Tuesday, 11 September
General Meeting and Revised Listing Particulars) released on SENS on
Repurchase Offer opens (at 09:00) Tuesday, 11 September
Voting Last Day to Trade Friday, 28 September
Voting Record Date Friday, 5 October
Last day to lodge forms of proxy for the General Meeting (by 10:00) Monday, 8 October
General Meeting (at 10:00) Wednesday, 10 October
Results of General Meeting released on SENS Wednesday, 10 October
Results of General Meeting published in the press Thursday, 11 October
Expected publication of Finalisation Announcement on SENS on Friday, 19 October
Expected last day to trade in order to take part in the Repurchase Offer Friday, 26 October
Expected date for Shares to trade “ex” the Repurchase Offer on Monday, 29 October
Expected date for Repurchase Offer to close and forms of election and Friday, 2 November
surrender to be received by the Transfer Secretaries by 12h00 on
Expected Repurchase Offer Record Date Friday, 2 November
Expected date of the implementation of the Repurchase Offer to take effect Friday, 2 November
after close of business on
Expected date that Dematerialised Shareholders will have their accounts at Monday, 5 November
their CSDP or broker updated with their new shareholding and credited with
the Offer Price on
Expected date that electronic payments will be made or cheques posted in Monday, 5 November
respect of Certificated Shareholders
Expected date that the results of the Repurchase Offer are released on SENS Monday, 5 November
on
Expected date that the results of the Repurchase Offer are published in the Tuesday, 6 November
press on
(1) No Dematerialisation or rematerialisation of the ‘old’ NCC Shares may take place after Friday, 26 October 2012.
(2) Dematerialised Shareholders are required to notify their duly appointed CSDP or broker of their choice in terms
of the Repurchase Offer and (where applicable) the Odd-lot Offer, and whether to sell or retain their Shares,
subject to note 4 below, in the manner and at the time stipulated in the agreement governing the relationship
between them and their CSDP or broker.
(3) In the case of Certificated Shareholders who choose to sell their Shares in terms of the Repurchase Offer,
payment shall be made either by:
a. Electronic funds transfer into the bank accounts of Shareholders on or about Monday, 5 November 2012 if
such holder’s banking details have been provided in the form of election and surrender; or
b. By cheque which will be posted at the risk of Shareholders on or about Monday, 5 November 2012 if such
holder’s banking details have not been provided in the form of election and surrender.
(4) Shareholders who do not make an election in terms of the Repurchase Offer will automatically be regarded as
having chosen not to sell their Shares to the Company in terms of the Repurchase Offer.
3.3. Salient dates and times in respect of the Odd-lot Offer
2012
Circular (together with Notice of General Meeting and Revised Listing Tuesday, 11 September
Particulars) posted to Shareholders on
Announcement relating to the issue of the Circular (together with Notice of Tuesday, 11 September
General Meeting and Revised Listing Particulars) released on SENS on
Odd-lot Offer opens (at 09:00) Tuesday, 11 September
Voting Last Day to Trade Friday, 28 September
Voting Record Date Friday, 5 October
Last day to lodge forms of proxy for the General Meeting (by 10:00) Monday, 8 October
General Meeting (at 10:00) Wednesday, 10 October
Results of General Meeting released on SENS Wednesday, 10 October
Results of General Meeting published in the press Thursday, 11 October
MOI Amendment Resolution submitted to CIPC on Thursday, 11 October
MOI Amendment Resolution Filed by CIPC* Thursday, 18 October
Expected publication of Finalisation Announcement on SENS on* Friday, 19 October
Expected last day to trade in order to take part in the Odd-lot Offer* Friday, 26 October
Expected date for Shares to trade “ex” the Odd-lot Offer on* Monday, 9 October
Expected date for Odd-lot Offer to close and forms of election and surrender to Friday, 2 November
be received by the Transfer Secretaries by 12h00 on *
Expected Odd-lot Offer Record Date* Friday, 2 November
Expected date of the implementation of the Odd-lot Offer to take effect after Friday, 2 November
close of business on*
Expected date that Dematerialised Odd-lot Holders will have their accounts at Monday, 5 November
their CSDP or broker updated with their new shareholding and credited with the
Offer Price on*
Expected date that electronic payments will be made or cheques posted in Monday, 5 November
respect of Certificated Odd-lot Holders *
Expected date that the results of the Odd-lot Offer are released on SENS on* Monday, 5 November
Expected date that the results of the Odd-lot Offer are published in the press on* Tuesday, 6 November
* These dates are subject to change and are dependent upon when the MOI Amendment Resolution is Filed
by CIPC and thus the date on which the Off-lot Offer closes.
(1) No Dematerialisation or rematerialisation of the ‘old’ NCC Shares may take place after Friday, 26 October 2012.
(2) Dematerialised Shareholders are required to notify their duly appointed CSDP or broker of their choice in terms
of the Repurchase Offer and (where applicable) the Odd-lot Offer, and whether to sell or retain their Shares,
subject to note 4 below, in the manner and at the time stipulated in the agreement governing the relationship
between them and their CSDP or broker.
(3) In the case of Certificated Odd-lot Holders who choose to sell their Shares in terms of the Odd-lot Offer,
payment shall be made either by:
a. Electronic funds transfer into the bank accounts of Shareholders on or about Monday, 5 November 2012 if
such holder’s banking details have been provided in the form of election and surrender; or
b. By cheque which will be posted at the risk of Shareholders on or about Monday, 5 November 2012 if such
holder’s banking details have not been provided in the form of election and surrender.
(4) Those Odd-lot Holders who do not make an election in terms of the Odd-lot Offer will automatically be regarded
as having chosen to sell their Odd-lot Holding.
3.4. Salient dates and times in respect of the Change of Name
2012
Circular (together with Notice of General Meeting and Revised Listing Tuesday, 11 September
Particulars) posted to Shareholders on
Announcement relating to the issue of the Circular (together with Notice of Tuesday, 11 September
General Meeting and Revised Listing Particulars) released on SENS on
Voting Last Day to Trade Friday, 21 September
Voting Record Date Friday, 28 September
Last day to lodge forms of proxy for the General Meeting (by 10:00) Monday, 8 October
General Meeting (at 10:00) Wednesday, 10 October
Results of General Meeting released on SENS Wednesday, 10 October
Results of General Meeting published in the press Thursday, 11 October
Resolution in respect of the Change of Name submitted to CIPC on Thursday, 25 October
Resolution in respect of the Change of Name registered by CIPC by no later than* Thursday, 26 October
Expected publication of Finalisation Announcement on SENS on* Friday, 2 November
Expected last day to trade in existing Shares on the JSE prior to the Change of Friday, 2 November
Name*
Expected trading in Sable Shares under the new ISIN ZAE000167961 and JSE Monday, 2 November
Code SLP commences on*
Expected Change of Name Record Date* Friday, 5 November
Expected date that Dematerialised Shareholders and Dematerialised Odd-lot Monday, 12 November
Holders will have their accounts at their CSDP or broker updated with their new
shareholding on*
Expected date of issue of new replacement Share Certificates, provided that the Monday, 12 November
old Share Certificates have been lodged by 12h00 of Friday, 9 November 2012,
on or about (Share Certificates received after this time will be posted within 5
Business Days of receipt)*
* These dates are subject to change and are dependent upon when resolution relating to the Change of
Name is registered by CIPC.
(1) No Dematerialisation or rematerialisation of the ‘old’ NCC Shares may take place after Friday, 2 November
2012.
4. Abridged Pre-listing statement
4.1. Introduction
Shareholders were advised on SENS and in the press on 20 July 2012 that a binding agreement had been entered into
between the Company, Sable and its Vendors.
4.2. Terms of the Proposed Acquisition
NCC has acquired the Sale Shares and the Sale Claims subject to the Conditions Precedent from the Vendors in
exchange for 180 266 667 Shares, being the Consideration Shares (comprising the Allocated Shares and the Escrow
Shares), at an issue price of 120 cents per Share in NCC.
The effective date of the Proposed Acquisition will be the Closing Date as defined in the Acquisition Agreement,
being a date agreed upon between the Vendors and NCC to be no later than 7 Business Days after all the Conditions
Precedent to the Proposed Acquisition, which are set out below, have been fulfilled or waived by the relevant party
entitled to do so.
The determination of the number of the Consideration Shares is based inter alia on the Share Swap Ratio and
assumptions that, on the Closing Date:
- the Company will have consolidated its issued Shares so that it has no more than 37 994 280 Shares in issue (the
“consolidation”) and a net asset value per Share of around 120 cents (on the basis that the Vendors will satisfy
themselves as to the net asset value of the Company in the course of their Due Diligence). The consolidation has
been implemented; and
- Sable will have 1 664 000 shares in issue valued at R130 per share, which per share value is based on the Share
Swap Ratio.
Sable envisages issuing further Sable shares, prior to the Closing Date, to raise capital, and has undertaken to the
Company that, unless otherwise agreed in writing with the Company, any issue of new shares in Sable in excess of 1
532 849 issued shares shall be at an issue price of not less than R130 per share and shall be subject to the condition
that the subscriber for such shares undertakes in writing to sell such shares to the Company on the basis provided for
in the Acquisition Agreement, with the result that any such subscriber shall have agreed to be included in the group of
Vendors governed by the Acquisition Agreement and in all circumstances the Company shall acquire all issued shares
in Sable.
If, on the date when the Acquisition Agreement becomes unconditional, Sable has:
- less than 1 664 000 shares in issue, then the number of Consideration Shares shall be proportionately reduced by
application of the Share Swap Ratio to the actual number of Sable shares in issue;
- more than 1 664 000 shares in issue, then, then the number of Consideration Shares shall be proportionately
increased by application of the Share Swap Ratio to the actual number of Sable shares in issue with all additional
Consideration Shares to be Allocated Shares and not Escrow Shares.
Immediately after issue and allotment of the Allocated Shares, the Company has undertaken to make the Repurchase
Offer to all the Shareholders. The Vendors are precluded from accepting the Repurchase Offer.
Notwithstanding the date upon which the Sale Shares and/or Sale Claims are delivered to the Company, the Sale
Shares and Sale Claims are acquired by the Company with effect from the Closing Date, from which date all risk in
and benefits attaching to the Sale Shares and Sale Claims shall be deemed to have passed to the Company.
4.3. The Escrow Arrangements pending award of the Syferfontein Right
Sable has made application for a mining right for vanadium and platinum group metals on the Farm Syferfontein 430
JQ and Portion 2 of the Farm Uitvalgrond 341 JQ, Magisterial District Brits (the “Syferfontein Right”). The Escrow
Shares will be held by the Escrow Agent pending the outcome of the application for the Syferfontein Right.
If the Syferfontein Right is granted to Sable no later than the 5th anniversary of the Closing Date, provided the
Company may extend such deadline for additional periods of any duration but not exceeding, in aggregate, a further
60 months ending on the 10th anniversary of the Closing Date, then the Escrow Agent shall deliver the Escrow Shares
to the relevant Vendors.
If the Syferfontein Right is not granted to Sable by the deadline or extended deadline/s, the Escrow Agent shall deliver
the Escrow Shares in accordance with the written instructions from the Company to a wholly-owned subsidiary of the
Company or to the Company’s nominee. If, thereafter, the Syferfontein Right is granted to Sable, Sable shall transfer
whatever rights in this regard that are granted to it to the relevant Vendors, alternatively, the Company may elect that
Sable retains the rights in which event the Company shall issue or deliver the equivalent number of fully paid Shares
to the relevant Vendors.
Pending the outcome of the Escrow Arrangements, the Escrow Shares shall in all respects be analogous to treasury
shares of the Company.
5. Conditions Precedent
The Proposed Acquisition remains subject to the fulfilment of the following Conditions Precedent:
- the delivery, by not later than 17:00 on 30 September 2012, South African time by the Company and the Vendors
that each of them is satisfied with the results of the Due Diligence which they have conducted into each other’s
affairs, provided that this condition shall be deemed to have been fulfilled as regards the Vendors and/or Sable
relating to the Company unless the net asset value per issued Share of the Company as at 29 February 2012 was
less than 11 cents per Share (that is, prior to the consolidation which happened after 29 February 2012);
- the approval, if lawfully required, by not later than 17:00 on 31 October 2012 South African time, by all relevant
regulatory authorities, including without limitation the Competition Commission, DMR, South African Reserve
Bank and the TRP, in each case on terms and conditions not inconsistent in any material respect with the
provisions of the Acquisition Agreement;
- the Shareholders approving by no later than 17:00 on 31 October 2012 South African time, such resolutions as
may be necessary to:
~ authorise the acquisition by NCC of the Sale Shares and Sale Claims and issue of the Consideration Shares
on the terms contained in the Acquisition Agreement;
~ approve the Waiver of a Mandatory Offer and the TRP granting such Waiver in terms of the Regulations to
the Companies Act; and
~ authorise the Repurchase Offer and/or delivery of the Repurchase Shares to the Escrow Agent as Escrow
Shares subject to the Escrow Arrangements.
6. Application for a Waiver of Mandatory Offer
The Proposed Acquisition, if implemented, will be settled through an issue of NCC Shares to the Vendors which will result in
the Vendors owning more than 82% of the issued Share capital of NCC after the Proposed Acquisition. Certain of the Vendors
may be considered “related or inter-related persons” as defined in the Companies Act or as “acting in concert” as defined in the
Companies Act, who/which as a result of the Proposed Acquisition will be able to exercise at least 35% of all the voting rights
attached to securities of the Company, thus triggering a Mandatory Offer to Shareholders at 120 cents per Share in terms of
section 123(2) of the Companies Act.
In terms of Regulation 86(4) of the Regulations to the Companies Act a transaction is exempt from the obligation to make a
mandatory offer following publication by a regulated company of a transaction requiring the issue of securities as consideration
for an acquisition, a cash subscription or a rights offer, if the independent holders of more than 50% of the general voting rights
of all issued securities of the regulated company have agreed to waive the benefit of such a mandatory offer in accordance with
the principles detailed in section 125(3)(b)(ii) of the Companies Act, that is, the waiver being approved by the independent
holders of shares as indicated above, if all such holder in aggregate control more than 50% of the general voting rights of all
issued shares.
Accordingly, Shareholders will be asked, at the General Meeting, to approve the proposed Waiver of the requirement for the
Vendors to make a Mandatory Offer to Shareholders in terms of Regulation 86(4) of the Regulations to the Companies Act.
The TRP has advised that it is willing to consider the application to grant an exemption from the obligation to make a
Mandatory Offer, if the majority of independent Shareholders of NCC waive their entitlement to receive the Mandatory Offer
from Sable, in accordance with Regulation 86(4) of the Regulations to the Companies Act.
Any Shareholder who wishes to make representations relating to the exemption shall have 10 Business Days from the date of
posting of the Circular to make such representations to the TRP before the ruling is considered. Representations should be
made in writing and delivered by hand, posted or faxed to:
If delivered by hand or courier If posted: If faxed:
The Executive Director The Executive Director The Executive Director
Take-over Regulation Panel Take-over Regulation Panel Take-over Regulation Panel
1st Floor, Building B PO Box 91833 +27 11 642 9284
Sunnyside Office Park Auckland Park
32 Princess of Wales Terrace 2006
Parktown
2193
and should reach the TRP by no later than the close of business on Wednesday, 26 September 2012 in order to be considered. If
any submissions are made to the TRP within the permitted timeframe, the TRP will consider the merits thereof before making a
ruling.
7. Rationale
7.1. The Proposed Acquisition will allow Shareholders to directly invest in a portfolio of exploration assets on the Western
Limb of the Bushveld Igneous Complex with the primary target being platinum group metals (“PGMs”). Other
mineral opportunities forming part of the Sable Projects include vanadium and iron ore. These will be explored where
viable.
7.2. If concluded successfully, the Proposed Acquisition will:
7.2.1. deliver control to NCC of potentially world class platinum assets, at an attractive valuation relative to
its platinum peers;
7.2.2. subject to the grant of a Mining Right in respect of the Syferfontein Project and the grant of
Prospecting Rights for vanadium and iron ore in respect of additional properties identified by Sable as
carrying the VMR, deliver control to NCC of valuable vanadium magnetite assets which could be
developed for the exploration of vanadium and iron ore;
7.2.3. enable NCC to leverage the benefits of R64 million of existing capital previously raised and expended
by Sable;
7.2.4. provide Sable with a platform to raise additional funding for its exploration program, and in respect of
those projects found to be viable, it will enable NCC to bring such projects to the bank feasibility stage;
and
7.2.5. represent the first transaction in NCC’s strategy to acquire and develop a portfolio of precious metals
mining assets.
7.3. In the event that the Proposed Acquisition is not approved by Shareholders, NCC remains committed to the strategy of
realising group assets and returning capital to Shareholders. The South African Revenue Service’s ("SARS") tax
queries on historical group transactions have largely been resolved, however further queries have been raised by
SARS in respect of one of the tax claims. NCC is continuing its ongoing discussions with SARS to effect payment of
the refunds due to the NCC Group. NCC Shareholders should consider the Proposed Acquisition and agree to it if
they see fit. The Company has, in effect, ceased to carry on any business other than the realisation to best effect of its
assets with a view to returning capital to Shareholders. Currently, the Company has some 110 cents per Share of net
asset value, with its assets being principally cash or cash equivalents. The Proposed Acquisition is an alternative to the
inevitable winding-up of the Company and amounts to a reverse listing of Sable on terms that the board of Directors
of the Company considers attractive to existing Shareholders in the Company. As is referred to below, the Proposed
Acquisition is supported by a majority of the Shareholders.
8. Overview of Sable and its exploration
8.1. Sable is the holding company of Sable Mining and Roan, whose main activities are exploration and related activities
such as the economic evaluation of the deposits and assessing the viability of constructing a mine with specific reference
to PGMs and vanadium.
8.2. Sable Mining is engaged in the exploration and evaluation of three platinum exploration projects, namely the
Klipfontein Project, the Bank Project and the Abrina Project.
8.3. Sable Mining has ceased the exploration and evaluation of the Syferfontein Project and the Uitvalgrond Project as a
result of the litigation surrounding the Syferfontein Project.
8.4. Roan is engaged in the exploration and evaluation of the Doornpoort Project.
8.5. All of the Sable Projects are located on the Western Limb of the Bushveld Igneous Complex between Pretoria and the
town of Northam in the North Western BIC.
8.6. The mineral rights held and applied for by the Sable Group are set out in the Circular.
8.7. The Sable Projects cover 55 664 Hectares of the Western Limb of the Bushveld Igneous Complex and the Competent
Person’s Report estimates these project areas contain approximately 42 to 70 moz of 3 PGE and Gold.
8.8. 12 exploration boreholes totalling 13 243m have been drilled across four Project areas and various Reef intersections
have been made on two of the Projects.
9. Shareholder support
Shareholders are advised that the Company has obtained irrevocable undertakings from Shareholders, representing 62,24% of
the total issued Share capital of the Company to vote in favour of the Waiver and such other resolutions that may be required to
implement the Proposed Acquisition.
10. Directors of the Company
The full names and business addresses of the Directors are set out below:
Director Business Address
Gustav Benjamin Liebmann 42 Wierda Road West, Wierda Valley, Sandton, 2196
Thomas Alexander Wixley 42 Wierda Road West, Wierda Valley, Sandton, 2196
Douglas Lang Brooking 42 Wierda Road West, Wierda Valley, Sandton, 2196
Neil Norman Lazarus 42 Wierda Road West, Wierda Valley, Sandton, 2196
The Company intends to constitute a new Board of Directors after the implementation of the Proposed Acquisition. Tom
Wixley will remain the independent non-executive Chairman of the Company. Neil Lazarus will remain a non-executive
Director. Each of Charles Mostert and Tertius de Villiers will be appointed as an independent non-executive Director. Botha
Schabort will be appointed as a non-executive Director. James Allan will be appointed as Chief Executive Officer. Marietjie
van Tonder will be appointed as Financial Director. Each of René Hochreiter and David Levithan will be appointed as an
executive Director.
The full names and business addresses of the Directors after the implementation of the Proposed Acquisition are set out below:
Director Business Address
James Gordon Allan 4 Fricker Road, Illovo, 2196
Rene Carlo Hochreiter 4 Fricker Road, Illovo, 2196
David Norton Levithan 4 Fricker Road, Illovo, 2196
Marietjie van Tonder 4 Fricker Road, Illovo, 2196
Thomas Alexander Wixley 42 Wierda Road West, Wierda Valley, Sandton, 2196
Neil Norman Lazarus 42 Wierda Road West, Wierda Valley, Sandton, 2196
Charles Phillip Mostert 4 Fricker Road, Illovo, 2196
Victor Tertius de Villiers 4 Fricker Road, Illovo, 2196
Phillip Botha Schabort 4 Fricker Road, Illovo, 2196
Johannesburg
11 September 2012
Corporate Advisor, Legal Advisor and Auditors and Reporting Accountants to Independent Expert
Sponsor to NCC NCC
Java Capital PKF (Jhb) Inc. PSG Capital
Legal Advisor to Sable Technical Advisor
david levithan Minxcon
Date: 11/09/2012 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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