Wrap Text
Audited Group results for the year ended 30 September 2013
Netcare Limited ("Netcare", "the Company" or "the Group")
Registration number: 1996/008242/06 (Incorporated in the Republic of South Africa)
JSE share code: NTC
ISIN code: ZAE000011953
Registered office: 76 Maude Street (corner West Street), Sandton 2196, Private Bag X34, Benmore 2010
Executive directors: RH Friedland (Chief Executive Officer), KN Gibson (Chief Financial Officer)
Non-executive directors: SJ Vilakazi (Chairman), T Brewer, APH Jammine, JM Kahn, MJ Kuscus, HR Levin, KD Moroka, N Weltman
Company Secretary: L Bagwandeen
Sponsor: Nedbank Capital, a division of Nedbank Group Limited
Transfer secretaries: Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001
Investor relations: ir@netcare.co.za
Audited Group results for the year ended 30 September 2013
FINANCIAL HIGHLIGHTS
Group revenue up 10.4% to R27 801 million
Adjusted HEPS (continuing operations) up 25.4% to 142.0 cents
Final dividend per share up 19.1% to 40.5 cents
Group net debt reduced from R26 484 million to R4 871 million
COMMENTARY
Overview
The Netcare Group's financial results for the year reflect a strong trading performance from the South African ("SA") operations and further improvement
from our operations in the United Kingdom ("UK"). Adjusted headline earnings per share ("HEPS") from continuing operations rose 25.4% to 142.0 cents
(2012: 113.2 cents).
The current year's results have been structurally impacted by the deconsolidation of the General Healthcare Group ("GHG") Property Businesses ("the
Deconsolidation"). The GHG Property Businesses comprise 35 UK hospital properties initially acquired in 2006 ("GHG PropCo 1") and six hospital
properties acquired in 2008 ("GHG PropCo 2"). In addition, the 2012 comparative year included certain material, non-cash adjustments relating to GHG
PropCo 1. To enable meaningful comparison, this commentary refers to normalised results that exclude the impact of these exceptional items. More detail
on these exceptional items is provided below.
Group financial review
Exceptional items relating to the GHG Property Businesses
Deconsolidation of the GHG Property Businesses
The GHG Property Businesses were deconsolidated from 16 November 2012. Netcare continues to exercise significant influence over the GHG Property
Businesses post the Deconsolidation. The GHG Property Businesses are therefore reflected as investments in associates and are equity accounted. A
non-cash profit of R3 257 million on the Deconsolidation has been recognised in these results. However, this profit is excluded from the calculation of
basic and adjusted HEPS.
The Group and UK results are structurally different due to the Deconsolidation. The rent paid by the UK Operating Business ("BMI OpCo") to the GHG
Property Businesses is no longer eliminated on consolidation and is therefore included as a charge to the income statement (under "Administrative and
other expenses"). This had the effect of reducing the EBITDA and related margin from historically reported levels. However, the rent charge is largely offset
by the reduction in depreciation on the property portfolio and interest charges associated with the debt of the GHG Property Businesses.
Non-cash adjustments relating to GHG PropCo 1
The 2012 comparative includes certain accounting adjustments resulting from changes in the underlying accounting assumptions related to GHG
PropCo 1. These accounting adjustments are reflected in the table below.
GHG PropCo 1 non-cash adjustments
Year ended 30 September 2012 Rm £m
Impairment of goodwill 10 773 811.4
Interest rate swap contracts 2 960 225.0
Fair value losses on swaps not hedge accounted 1 598 122.4
Reclassification of the cash flow hedge accounting reserve 1 362 102.6
Tax (2 305) (173.6)
Total exceptional items 11 428 862.8
The Group's financial performance, excluding the profit on Deconsolidation and exceptional items relating to GHG PropCo 1, is analysed below.
Financial performance
Currency conversion impacted the Group operating result and financial position due to the weakening of the Rand relative to the Pound Sterling ("Pound")
during the year. The average exchange rate used for converting income and expenditure was R14.43 to the Pound compared to R12.68 in the prior year, a
change of 13.8%. The closing exchange rate used to convert assets and liabilities at 30 September 2013 was R16.22 to the Pound compared to R13.42 at
30 September 2012, a change of 20.9%.
Both the SA and the UK operations grew revenue in their respective local currencies, with Group revenue from continuing operations up 10.4% to R27 801
million (currency conversion factors accounted for 6.0% or R1 498 million of the increase).
Normalised Group earnings before interest, tax, depreciation and amortisation ("EBITDA"), and before recognising R1 719 million of rent paid to the GHG
Property Businesses, increased 14.7% to R5 891 million (2012: R5 136 million). However, reported EBITDA, after recognising the rental expense, was
R4 172 million. Depreciation and amortisation for the year decreased to R1 112 million (2012: R1 324 million) due to the Deconsolidation.
Normalised net financial expenses were significantly lower at R598 million compared to R1 835 million in the prior year. This decline was largely attributable
to the reduction in interest charges following the Deconsolidation. Fair value movements and amortisation of the cash flow hedge accounting reserve
relating to the GHG Property Businesses for the one-and-a-half months prior to the Deconsolidation, resulted in a net non-cash charge to the income
statement of R92 million (£6.6 million). Net financial expenses were also impacted by a non-recurring charge of R131 million (£8.4 million) arising on the
settlement of the out-of-the-money interest rate swaps following the successful completion of the refinancing of BMI OpCo's debt facilities in August 2013.
In SA, net interest paid declined by R90 million due to lower average net debt levels, while interest cover improved to a healthy 28.4 times (2012: 13.2
times).
Normalised profit before tax of R2 520 million was 25.7% higher than the R2 004 million in the prior year. Group tax of R673 million equated to a
normalised effective tax rate of 26.7%, higher than the effective tax rate of 14.4% in the prior year. A deferred tax benefit of R20 million arose in the
current year resulting from a further 2% reduction in the UK statutory tax rate. This brings to an end the UK government's tax rate reduction plans. A similar
tax rate reduction of 2% resulting in a credit of R337 million, was recognised in the prior year relating largely to the GHG Property Businesses prior to
Deconsolidation. A tax credit of R103 million, resulting from a change in the deferred tax treatment of subsequent additions to non-qualifying assets
initially acquired through business combinations in the UK, favourably impacted tax in the year under review. Normalised profit after tax of R1 847 million
represented an improvement of 7.7% on the 2012 result of R1 715 million.
Financial position and cash flow
The Deconsolidation has substantially strengthened the Group's statement of financial position, as reflected in the table below.
Summarised statement of financial position
Decon- Exchange Other
30 Sep solidation rate net 30 Sep
Rm 2012 impact impact movements 2013
ASSETS
PPE and intangible assets 28 005 (18 935) 1 524 282 10 876
Goodwill 5 099 (2 252) 637 3 484
Deferred tax 2 730 (1 594) 244 (155) 1 225
Other non-current assets 1 132 94 324 51 1 601
Current assets 7 256 (139) 589 (973) 6 733
Total assets 44 222 (22 826) 3 318 (795) 23 919
EQUITY AND LIABILITIES
Total shareholders' equity (1 020) 9 837 600 1 015 10 432
Debt 28 953 (22 607) 1 481 (1 387) 6 440
Derivative financial instruments 7 433 (7 595) 366 (196) 8
Deferred tax 3 530 (2 495) 283 (189) 1 129
Other liabilities 5 326 34 588 (38) 5 910
Total equity and liabilities 44 222 (22 826) 3 318 (795) 23 919
The Deconsolidation resulted in a decrease of R30 202 million in debt and derivative financial liabilities, together with a R21 187 million decrease in
property, plant and equipment and goodwill against which that debt is secured. Total shareholders' equity amounted to R10 432 million at year-end,
compared to a negative balance of R1 020 million at 30 September 2012.
Effective 1 January 2013, Netcare purchased an additional 3.0% interest in GHG from Brockton Capital LLC for R164 million. At the same time we agreed
to sell certain interests in GHG PropCo 1 acquired through the Brockton transaction to our fellow GHG partners, Apax Partners and London & Regional
Properties. As a result, Netcare's direct interest in BMI OpCo increased to 53.7%.
Group net debt at 30 September 2013 amounted to R4 871 million. This was significantly lower than the 2012 balance of R26 484 million due to the
Deconsolidation. The net debt to normalised EBITDA leverage of the Group strengthened to 1.2 times (2012: 5.2 times), while the interest cover improved
to 7.6 times (2012: 2.2 times).
In SA, net debt decreased to R3 164 million from R3 492 million at 30 September 2012 due to strong cash generation. Netcare raised R600 million through
a five-year note under its Domestic Medium Term Note ("DMTN") programme in March 2013. This improved the SA debt profile and has locked in the
benefits of the low interest rate environment and favourable market liquidity, securing the Company's funding needs over the medium-term.
In August 2013, BMI OpCo completed a refinancing of its debt facilities through an Amend & Extend ("A&E") arrangement. This included the early
repayment of certain debt and an extension of the repayment terms of the remaining debt. BMI OpCo gross debt of R2 537 million (£156.4 million) at 30
September 2013 decreased from R3 170 million (£236.1 million) in the prior year. Further details on the A&E are provided in the UK divisional review below.
Cash generated from operations before the rentals paid to the GHG Property Businesses increased 3.7% to R5 387 million (2012: R5 193 million).
However, cash generated from operations after these rentals decreased by R1 545 million to R3 842 million.
The Group invested R1 410 million (2012: R1 395 million) in capital expenditure (including intangible assets), and distributed R813 million (2012: R694
million) to shareholders by way of ordinary dividends. Further degearing of the SA business and debt repayments of R924 million (£59.3 million) under the
BMI OpCo A&E resulted in net cash outflows from financing activities of R1 360 million, a net increase of R1 656 million.
Divisional review
South Africa
The SA operations delivered a pleasing performance. Revenue grew 6.2% to R15 517 million from R14 607 million, while EBITDA rose 11.7% to R3 241
million (2012: R2 901 million) and the EBITDA margin widened to 20.9% from 19.9% in 2012. Operating profit grew by 11.7% to R2 748 million (2012: R2
461 million). SA adjusted HEPS increased 14.4% to 139.7 cents (2012: 122.1 cents).
Cash generated from operations was 11.2% higher at R2 984 million (2012: R2 684 million). Capital expenditure, including intangible assets, totalled R815
million (2012: R875 million).
Hospitals and Emergency services
Revenue from Hospitals and Emergency services grew 8.6% to R14 354 million (2012: R13 219 million), while EBITDA rose 12.1% to R3 158 million (2012:
R2 818 million) as a result of improved operating leverage. Patient days grew by 2.7%, while net revenue per patient day increased 5.7%. The EBITDA
margin improved to 22.0% (2012: 21.3%) reflecting the delivery of further operational efficiencies.
The division invested in 70 new beds in the year. Netcare Bronkhorstspruit Hospital was closed during the year, following the termination of the Public
Private Partnership ("PPP") contract with the Gauteng Department of Health, resulting in the loss of 43 beds. The total number of beds at year-end was
9 289 beds (2012: 9 262 beds). Major expansion projects completed during the year included the addition of 42 beds at Netcare Montana Hospital (30
surgical, eight medical intensive care unit ("ICU") and four paediatric ICU beds), additional neo-natal and paediatric ICU beds at various hospitals (20
beds) and eight rehabilitation beds at Netcare Rehabilitation Hospital. Current expansion projects include Netcare St Anne's (23 beds) and Netcare
Parklands (26 beds) hospitals. A further 49 new beds will be commissioned at various hospitals during 2014.
Construction of a new 100-bed hospital in Pinehaven, west of Johannesburg, and a new 109-bed hospital in Polokwane will commence shortly with
commissioning expected in 2015. Construction work has started on the Cape Town foreshore site for the relocation of the flagship Netcare Christiaan
Barnard Memorial Hospital. The fair market value of SA hospital land and buildings (excluding furniture and fittings, medical equipment, loose plant and
machinery and commissioning costs) with a carrying value of R4.8 billion was independently valued by Mills Fitchet at R17.0 billion at 30 September 2013.
In addition to expanding our ability to service the escalating demand for healthcare, a portion of our capital investment has been allocated to projects
focused on reducing the division's carbon footprint.
Netcare, through the Tsepong consortium, has made significant progress in improving the clinical outcomes of public sector patients in Lesotho. Now in its
third year of operation, the PPP comprises a 425-bed public hospital and four primary care referral clinics that serve a population of over 1.8 million
people. The Lesotho PPP is a compelling example of what can be achieved within the constraints of a public sector budget, and is garnering recognition
as an innovative delivery model for quality healthcare in a developing country with a high burden of disease.
In February 2013, the World Bank commissioned Boston University in the United States to conduct an independent study on the Lesotho PPP's outcomes
versus the older public hospital it replaced. The study showed remarkable improvements in outcomes including a 41% reduction in the death rate, a 10%
reduction in maternal mortality and a 65% reduction in the paediatric pneumonia death rate. This was achieved despite the number of hospital admissions
increasing by 51% and outpatient visits increasing by 126% due to the demand for services.
Primary Care
The division's Medicross family medical and dental centres and Prime Cure clinics managed approximately 3 million patient visits and dispensed 2 million
pharmacy scripts during the year. Medicross opened three new medical and dental centres during the year in Midrand and Rangeview in Gauteng and
Khayelitsha in the Western Cape.
The transition of the Prime Cure business from a managed healthcare risk model to a managed healthcare administration model impacted the division's
results. Revenue decreased 16.2% to R1 163 million (2012: R1 388 million), primarily due to the termination of risk-based contracts that include claims
premiums. Despite the decrease in revenue, the business is no longer at risk for claims costs and the division's EBITDA of R83 million was therefore
maintained in line with the prior year.
United Kingdom
Revenue from continuing operations grew 2.1% to £851.3 million (2012: £834.0 million). EBITDA prior to recognising the GHG Property Businesses rentals
rose 4.5% to £184.0 million (2012: £176.1 million). However, after recognising these property rentals, EBITDA was £65.4 million. Depreciation of £43.0
million (2012: £69.7 million) benefited from the Deconsolidation.
Net financial expenses from continuing operations of £36.0 million decreased significantly compared to the prior period (normalised 2012: £129.2 million),
mainly due to the Deconsolidation. Included in net financial expenses is a non-recurring charge of £6.6 million relating to certain items attributable to the
GHG Property Businesses during the one-and-a-half months they were consolidated in the Group's 2013 results. These items were (a) the non-cash fair
value movements in the carrying value of the interest rate swaps and (b) amortisation of the related cash flow hedge accounting reserve. At the
conclusion of the A&E, BMI OpCo paid £7.7 million to settle the out-of-the-money interest rate swap. This was replaced with a swap at a fixed rate of 0.63%
compared to the previous swap rate of 5.05%. The cancellation of the swap resulted in a charge to the income statement of £8.4 million, which included
the reclassification of £7.0 million previously recognised in the cash flow hedge accounting reserve. The net interest expense benefited from the
recognition of £3.7 million of net interest income on the defined benefit pension scheme as well as lower interest following the reduction in gross debt
during the year.
Tax included a credit of £7.9 million relating to a change in the deferred tax treatment of subsequent additions to non-qualifying assets initially acquired
through business combinations and a deferred tax credit of £1.3 million (2012: £27.2 million) arising from a further 2% reduction in the statutory tax rate to
20%. The reported loss after tax of £4.1 million (2012: £5.7 million profit) comprises a loss of £4.5 million in BMI OpCo, offset by a net profit of £0.4 million
contributed by the GHG Property Businesses. However, excluding the A&E swap settlement costs and debt restructuring professional fees, BMI OpCo's
bottom line result was a profit of £4.1 million.
On a per share basis, UK adjusted HEPS from continuing operations improved to a positive contribution of 2.3 cents per share from a negative 8.9 cents
per share in the prior year.
Net debt of £105.3 million at 30 September 2013 was significantly lower than the £1 712.9 million at 30 September 2012. This was due to the
Deconsolidation and the successful completion of an early refinancing of BMI OpCo's debt facilities through the A&E transaction. The A&E allowed BMI
OpCo to take advantage of favourable capital markets and the high levels of cash holdings on its statement of financial position to strengthen its capital
structure. This has reduced BMI OpCo's gearing and cash debt service costs while simultaneously providing support for the company's longer-term
growth strategy.
The A&E resulted in the early repayment of £44.8 million of debt due to mature in October 2013 and the prepayment of £14.5 million of facilities previously
falling due in October 2014 and 2015. In addition, the remaining debt repayment profile was amended such that, of the amount due for repayment in
October 2014 and 2015, 30% was extended by 30 months and 40% extended by 36 months. Following the A&E transaction, BMI OpCo's gross debt
amounted to £156.4 million at 30 September 2013, down from the £236.1 million in the prior year. The BMI OpCo debt in which Netcare holds an economic
interest was extended to October 2018. The interest on this debt will accrue ("PIK") and will be settled in cash at maturity. The Netcare debt remains
subject to the same credit agreement as all other BMI OpCo debt with the same security package and is not subordinated. Netcare has protected its
interests with regard to the initial value proposition on which its investment in the BMI OpCo debt was predicated. This involved an agreement with its
consortium partners that includes a mechanism to preserve Netcare's underlying return through to the extended maturity date.
BMI OpCo
BMI OpCo delivered an improved performance in 2013. This was despite continued softness in the UK economy, tightening of Private Medical Insurance
("PMI") benefits and hospital pre-authorisation's, ongoing uncertainty arising from the implementation of reforms to the National Health Service ("NHS"), and
an increased level of regulatory focus on the wider private healthcare sector.
Caseload decreased 1.9% compared to the prior year. This was driven by the continued decline in PMI volumes, largely offset by sustained growth in NHS
caseload, primarily in NHS Choose and Book cases. There was a slowdown in the rate of decline in the PMI market in the second half of the year,
although it is too early to suggest a turn in the market. However, there are some indications of improved stability. Self-pay volumes, which showed positive
growth during the first half of 2012, continued the declining trend shown in the second half of 2012. Self-pay volumes are heavily influenced by the
disposable income of consumers, as well as waiting times and ongoing financial constraints in the NHS.
Revenue from continuing operations grew by 2.1% to £851.3 million (2012: £834.0 million). EBITDA before the GHG Property Businesses rentals grew by
3.1% to £182.0 million (2012: £176.6 million). The EBITDA margin before GHG PropCo rental improved to 21.4% (2012: 21.2%) driven by higher acuity
case-mix and the impact of efficiency gains and cost saving initiatives. This margin enhancement is pleasing given the increased exposure to NHS
patients and the continuing deflationary NHS tariff environment. EBITDA increased by 7.0% to £45.7 million (2012: £42.7 million).
BMI OpCo has incurred significant non-recurring costs for professional and related support services required to respond to the ongoing Competition
Commission review. In addition, other non-recurring costs were incurred in the year mainly related to debt refinancing matters.
Capital expenditure (including intangible assets) amounted to £39.8 million in the year (2012: £41.2 million), related mostly to projects initiated to enhance
and maintain the quality of the hospital portfolio.
GHG Property Businesses
Attributable earnings of associates from the GHG Property Businesses following the Deconsolidation amounted to £1.7 million, offset by a loss after tax of
£1.3 million for the period prior to Deconsolidation.
Netcare is aware that the Board of GHG PropCo 1 remains in discussions with the lenders to GHG PropCo 1 to facilitate an orderly and consensual
solution to the GHG PropCo 1 debt facility. The GHG PropCo 1 debt of £1.5 billion was due for repayment on 15 October 2013. However, a short-term
extension was granted to 15 January 2014 with the potential for a further three-month extension thereafter to allow a longer-term restructuring to be
negotiated. The debt of GHG PropCo 1 is ring-fenced from BMI OpCo and GHG PropCo 2 and there is no recourse to Netcare and its SA operations in
this regard.
UK Competition Commission
The UK Competition Commission ("UK-CC") released the provisional findings of its investigation into privately funded healthcare in the UK in August 2013.
The UK-CC has provisionally concluded that certain features lead to an adverse effect on competition. The final findings are expected to be released by
April 2014.
We fundamentally disagree with the approach taken by the UK-CC. The reasons for our objections are numerous and BMI, together with its advisors, is
engaging actively with the UK-CC to ensure that our objections are understood and the errors are corrected. BMI successfully challenged certain
information-related restrictions that the UK-CC imposed on BMI, which limited our ability to respond to the provisional findings. BMI appealed to the
Competition Appeal Tribunal which, in a unanimous decision, stated that the UK-CC had acted "in breach of the rules of natural justice in comprehensively
failing to give [BMI] a fair opportunity to correct or contradict the Commission's Provisional Findings or to make worthwhile representations".
We are working hard to ensure that the realities of the marketplace are understood and that BMI's ability to provide excellent care for patients is not
undermined. BMI submitted detailed responses in relation to the UK-CC's preliminary findings and preliminary remedies on 11 November 2013. Further
discussions on these submissions will be held with the UK-CC in the coming weeks.
Outlook
There is continued growth in demand for private healthcare services in SA and this is likely to grow as levels of employment increase. We intend to service
this demand through further capital investment, which includes two new hospital building projects, the expansion of existing facilities and a continued
strategic focus on the Triple Aim objectives of best patient outcome, best patient experience and cost effective care. Furthermore, we will focus on
reducing our environmental impact and benefitting from the related cost savings. These capital projects will be aligned to our delivery of quality leadership
and efficiency initiatives.
In December 2011, the SA Competition Commission announced its intention to conduct an inquiry into the private healthcare sector. The inquiry is
expected to start in January 2014. Netcare views this as an opportunity for an independent, impartial and expert analysis of the functioning of the national
health system. We stand ready to contribute positively towards this process and the development of health policy that aims to improve access to quality
healthcare in SA.
In the UK, the recovery of the economy remains slow and largely contained to the southern areas at the present time. Coupled with continued underlying
economic fiscal constraints, structural uncertainties in the NHS and a suppressed PMI market, we expect the next year to remain challenging for BMI
Healthcare. Notwithstanding the provisional findings of the UK-CC, BMI has multi-year contracts in place with the majority of the PMIs and there are early
tentative signs of stabilisation in some parts of that market. We remain optimistic about the medium and longer term prospects of the UK business. Until
the publication of the final UK-CC Report, expected in April 2014, no assurance can be given as to its effect on private healthcare in the UK.
Management will remain focused on expanding access to quality healthcare, investing in our facilities and creating value for stakeholders by ensuring that
efficiencies are maximised.
Declaration of final dividend number 9
Notice is hereby given that a gross final dividend of 40.5 cents per ordinary share was declared on 14 November 2013 in respect of the financial year
ended 30 September 2013. The dividend has been declared from income reserves and is payable on Monday, 3 February 2014 to shareholders recorded
in the register at the close of business on Friday, 31 January 2014. There are no STC credits available for utilisation. The number of ordinary shares
(inclusive of treasury shares) in issue at date of this declaration is 1 476 216 326. The dividend will be subject to a local dividend withholding tax rate of
15%, which will result in a net final dividend to those shareholders not exempt from paying dividend withholding tax of 34.425 cents per ordinary share
and 40.5 cents per ordinary share for those shareholders who are exempt from dividend withholding tax.
The board has confirmed by resolution that the solvency and liquidity test as contemplated by the Companies Act 71 of 2008 has been duly considered,
applied and satisfied.
The salient dates applicable to the final dividend are as follows:
Last day to trade
cum dividend Friday, 24 January 2014
Trading ex dividend commences Monday, 27 January 2014
Record date Friday, 31 January 2014
Payment date Monday, 3 February 2014
Share certificates may not be dematerialised nor rematerialised between Monday, 27 January 2014 and Friday, 31 January 2014, both days inclusive.
On Monday, 3 February 2014, the dividend will be electronically transferred to the bank accounts of all certificated shareholders. Holders of
dematerialised shares will have their accounts credited at their participant or broker on Monday, 3 February 2014.
Netcare Limited's tax reference number is 9999/581/71/4.
On behalf of the Board
Jerry Vilakazi
Chairman
Richard Friedland
Chief Executive Officer
Keith Gibson
Chief Financial Officer
Sandton
15 November 2013
Group income statement
for the year ended 30 September
Total GHG
before PropCo 1
exceptional exceptional
items items Reported %
Rm Notes 2013 2012 2012 2012 change
CONTINUING OPERATIONS
Revenue 27 801 25 174 25 174 10.4
Cost of sales (15 746) (14 567) (14 567)
Gross profit 12 055 10 607 10 607 13.7
Other income 306 288 288
Administrative and other expenses (9 301) (7 083) (7 083)
Operating profit before items listed below 3 060 3 812 3 812 (19.7)
Impairment of goodwill (10 773) (10 773)
Profit on deconsolidation* 3 257
Operating profit/(loss) 3 6 317 3 812 (10 773) (6 961) 190.7
Investment income 4 351 231 231
Financial expenses 5 (756) (1 993) (1 993)
Other financial losses - net 6 (193) (73) (2 960) (3 033)
Attributable earnings of associates 58 27 27
Profit/(loss) before taxation 5 777 2 004 (13 733) (11 729) 149.3
Taxation 7 (673) (289) 2 305 2 016
Profit/(loss) for the year from continuing operations 5 104 1 715 (11 428) (9 713) 152.5
DISCONTINUED OPERATIONS
Profit for the year from discontinued operations 8 413 413
Profit/(loss) for the year 5 104 2 128 (11 428) (9 300) 154.9
Attributable to:
Owners of the parent 5 093 1 825 (6 060) (4 235) 220.3
Continuing operations 5 093 1 606 (6 060) (4 454)
Discontinued operations 219 219
Preference shareholders 47 46 46
Profit/(loss) attributable to shareholders 5 140 1 871 (6 060) (4 189) 222.7
Non-controlling interest (36) 257 (5 368) (5 111)
Continuing operations (36) 63 (5 368) (5 305)
Discontinued operations 194 194
5 104 2 128 (11 428) (9 300) 154.9
Earnings/(loss) per share (cents)
Basic 384.9 (323.8) 218.9
Continuing operations 384.9 (340.5) 213.0
Discontinued operations 16.7
Diluted 375.8 (317.9) 218.2
Continuing operations 375.8 (334.3) 212.4
Discontinued operations 16.4
Dividend per share (cents) 67.5 56.0 20.5
* Profit on deconsolidation of the GHG Property Businesses. Refer to note 12 for more detail.
Group statement of comprehensive income
for the year ended 30 September
Rm 2013 2012
Profit/(loss) for the year 5 104 (9 300)
Items that may not subsequently be reclassified to profit or loss 191 1
Actuarial losses on defined benefit schemes (103) (11)
Effect of translation of foreign entities - Deconsolidation of
GHG Property Businesses 274
Taxation on items that may not subsequently be reclassified to profit or loss 20 12
Items that may subsequently be reclassified to profit or loss 3 559 1 171
Effect of cash flow hedge accounting 3 108 1 246
Deconsolidation of GHG Property Businesses 2 473
Change in the fair value of cash flow hedges 177 (38)
Reclassification of the cash flow hedge accounting reserve 458 1 284
Effect of translation of foreign entities 520 311
Deconsolidation of GHG Property Businesses 310
Other 210 311
Taxation on items that may subsequently be reclassified to profit or loss (69) (386)
Other comprehensive income for the year 3 750 1 172
Total comprehensive income/(loss) for the year 8 854 (8 128)
Attributable to:
Owners of the parent 7 139 (3 602)
Preference shareholders 47 46
Non-controlling interest 1 668 (4 572)
8 854 (8 128)
Group statement of financial position
as at 30 September
Rm Notes 2013 2012
ASSETS
Non-current assets
Property, plant and equipment 10 487 27 678
Goodwill 3 484 5 099
Intangible assets 389 327
Associated companies, loans and receivables 9 1 552 1 132
Financial asset - Derivative financial instruments 10 49
Deferred taxation 1 225 2 730
Total non-current assets 17 186 36 966
Current assets
Loans and receivables 9 34 80
Financial asset - Derivative financial instruments 10 9
Inventories 920 817
Trade and other receivables 4 073 3 419
Taxation receivable 20 25
Cash and cash equivalents 1 686 2 906
Total current assets 6 733 7 256
Total assets 23 919 44 222
EQUITY AND LIABILITIES
Capital and reserves
Ordinary share capital and premium 934 720
Treasury shares (766) (654)
Other reserves 2 146 509
Retained earnings 4 846 427
Equity attributable to owners of the parent 7 160 1 002
Preference share capital and premium 644 644
Non-controlling interest 2 628 (2 666)
Total shareholders' equity 10 432 (1 020)
Non-current liabilities
Long-term debt 11 5 293 27 015
Financial liability - Derivative financial instruments 10 8 7 433
Post-retirement benefit obligations 229 213
Deferred lease liability 71 63
Deferred taxation 1 129 3 530
Provisions 97 61
Total non-current liabilities 6 827 38 315
Current liabilities
Trade and other payables 5 145 4 342
Short-term debt 11 1 147 1 938
Taxation payable 251 210
Bank overdrafts 117 437
Total current liabilities 6 660 6 927
Total equity and liabilities 23 919 44 222
Group statement of cash flows
for the year ended 30 September
Rm Note 2013 2012
Cash flows from operating activities
Cash received from customers 27 613 25401
Cash paid to suppliers and employees (23 771) (20208)
Cash generated from operations 3 842 5193
Interest paid (812) (1976)
Continuing operations (812) (1959)
Discontinued operations (17)
Taxation paid (749) (740)
Continuing operations (749) (720)
Discontinued operations (20)
Ordinary dividends paid by subsidiaries (3) (4)
Ordinary dividends paid (813) (694)
Preference dividends paid (47) (46)
Distributions to beneficiaries of the HPFL trusts (66) (43)
Net cash from operating activities 1 352 1 690
Continuing operations 1 352 1 646
Discontinued operations 44
Cash flows from investing activities
Purchase of property, plant and equipment (1 373) (1 365)
Continuing operations (1 373) (1 354)
Discontinued operations (11)
Proceeds on disposal of property, plant and equipment 15 52
Additions to intangible assets (37) (30)
Proceeds from financial assets 5
Other investments and loans 333 (522)
Interest received 249 162
Dividends received 2
Proceeds from disposal of businesses 12 309
Increase in equity interest in subsidiaries (172) (32)
Net cash from investing activities (978) (1 426)
Continuing operations (978) (1 416)
Discontinued operations (10)
Cash flows from financing activities
Proceeds from issue of ordinary shares 94 105
Proceeds on disposal of treasury shares 36 129
Long-term debt (repaid)/raised (303) 565
Short-term debt repaid (1 067) (503)
Settlement of derivatives (120)
Net cash from financing activities (1 360) 296
Net (decrease)/increase in cash and cash equivalents (986) 560
Translation effects on cash and cash equivalents of foreign entities 146 131
Cash and cash equivalents at the beginning of the year 2 469 1 805
Cash and cash equivalents of businesses deconsolidated/disposed (60) (27)
Cash and cash equivalents at the end of the year 1 569 2 469
Consisting of:
Cash on hand and balances with banks 1 686 2 906
Short-term money market borrowings and bank overdrafts (117) (437)
1 569 2 469
Condensed Group statement of changes in equity
as at 30 September
Equity
Ordinary Cash flow Foreign attributable Preference Total
share hedge currency to owners share Non- share-
capital and Treasury accounting translation Other Retained of the capital and controlling holders'
Rm premium shares reserve reserve reserves earnings parent premium interest equity
Balance at 30 September 2011 615 (714) (2 091) 1 111 697 5 537 5 155 644 1 886 7 685
Shares issued during the year 105 105 105
Sale of treasury shares 60 57 117 117
Share-based payments reserve movements 22 22 22
Income tax recognised in equity (12) (12) (12)
Deferred tax recognised in equity 31 31 31
Preference dividends paid (46) (46)
Dividends paid (694) (694) (4) (698)
Distributions to beneficiaries of the HPFL trusts (83) (83) (83)
Other reserve movements 135 (135)
Increase in equity interest in subsidiaries (37) (37) 21 (16)
Disposal of subsidiaries 3 3
Total comprehensive loss for the year 456 179 (4 237) (3 602) 46 (4 572) (8 128)
Balance at 30 September 2012 720 (654) (1 635) 1 290 854 427 1 002 644 (2 666) (1 020)
Shares issued during the year 214 (120) 94 94
Sale of treasury shares 8 22 30 30
Share-based payments reserve movements 36 36 36
Income tax recognised in equity 38 38 38
Deferred tax recognised in equity (9) (9) (9)
Dividend withholding tax recognised in equity (8) (8) (8)
Preference dividends paid (47) (47)
Dividends paid (813) (813) (3) (816)
Distributions to beneficiaries of the HPFL trusts (66) (66) (66)
Other reserve movements (523) 523
Increase in equity interest in subsidiaries (6) 37 1 (41) (9) (168) (177)
Deconsolidation of GHG Property Businesses (274) (274) 3 797 3 523
Total comprehensive income for the year 1 641 451 5 047 7 139 47 1 668 8 854
Deconsolidation of GHG Property Businesses 1 311 310 3 257 4 878 1 436 6 314
Other movements 330 141 1 790 2 261 47 232 2 540
Balance at 30 September 2013 934 (766) 1 778 368 4 846 7 160 644 2 628 10 432
Headline earnings
for the year ended 30 September
%
Rm 2013 2012 change
Reconciliation of headline earnings
Profit/(loss) for the year from continuing operations 5 104 (9 713) 152.5
Less:
Dividends paid on shares attributable to the Forfeitable Share Plan (4)
Preference shareholders (47) (46)
Non-controlling interest 36 5 305
Earnings/(losses) used in the calculation of basic earnings per share from
continuing operations 5 089 (4 454) 214.3
Adjusted for:
Impairment of goodwill 10 773
Profit on deconsolidation (3 257)
Loss/(profit) on disposal of property, plant and equipment 10 (17)
Reversal of impairment of property, plant and equipment (9)
Loss on disposal of subsidiaries 3
Tax effect of headline adjusting items (2) 1
Non-controlling share of headline adjusting items (2) (5 060)
Headline earnings from continuing operations 1 829 1 246 46.8
Profit for the year from discontinued operations 413
Less:
Non-controlling interest (194)
Earnings used in the calculation of basic earnings
per share from discontinued operations 219
Adjusted for:
Profit on disposal of subsidiaries (411)
Non-controlling share of headline adjusting items 193
Headline earnings from discontinued operations 1
Headline earnings 1 829 1 247 46.7
Headline earnings adjusted for:
Amount reclassified from the cash flow hedge accounting reserve 224 1 362
Fair value (gains)/losses on derivative financial instruments (43) 1 614
Ineffectiveness losses on cash flow hedges 12 80
Impairment of loans and other 22
Reduction in UK statutory tax rate (20) (337)
Deferred tax relating to the change in measurement basis of UK properties (1 727)
Deferred tax adjustment relating to prior years (103)
Fees related to UK debt refinancing 41
Tax effect of adjusting items (19) (583)
Non-controlling share of adjusted items (44) (196)
Adjusted headline earnings 1 877 1 482 26.7
Headline earnings per share (cents) 138.4 95.3 45.2
Continuing operations 138.4 95.2 45.4
Discontinued operations 0.1
Diluted headline earnings per share (cents) 135.1 93.6 44.3
Continuing operations 135.1 93.5 44.5
Discontinued operations 0.1
Adjusted headline earnings per share (cents) 142.0 113.3 25.3
Continuing operations 142.0 113.2 25.4
Discontinued operations 0.1
Condensed segment report1
for the year ended 30 September
South Africa United Kingdom
Hospital and GHG Adjustments
Emergency Primary Property and
Rm services Care Total BMI OpCo Businesses eliminations Total Group
20132
Income Statement
External revenue 14 354 1 163 15 517 12 284 12 284 27 801
Inter-segment revenue 275 (275)
GHG PropCo 1 rent 264 (264)
GHG PropCo 2 rent 11 (11)
Revenue 14 354 1 163 15 517 12 284 275 (275) 12 284 27 801
EBITDA 3 164 82 3 246 652 274 3 257 4 183 7 429
EBITDA before capital items and profit on deconsolidation 3 158 83 3 241 658 274 932 4 173
Capital items 6 (1) 5 (6) (6) (1)
EBITDA before profit on deconsolidation 3 164 82 3 246 652 274 926 4 172
Profit on deconsolidation3 3 257 3 257 3 257
Operating profit 2 705 48 2 753 (20) 227 3 357 3 564 6 317
Operating profit before capital items and profit on deconsolidation 2 699 49 2 748 (14) 227 100 313 3 061
Capital items 6 (1) 5 (6) (6) (1)
Operating profit before profit on deconsolidation 2 705 48 2 753 (20) 227 100 307 3 060
Profit on deconsolidation3 3 257 3 257 3 257
Segment assets and liabilities
Total assets 12 546 11 373 23 919
Total liabilities (6 802) (6 685) (13 487)
Notes:
1. The segment report excludes the results from discontinued operations.
2. The results of the GHG Property Businesses are included until 16 November 2012 when they were deconsolidated. Refer to note 12 for more detail.
3. Profit on deconsolidation of the GHG Property Businesses.
Condensed segment report1
for the year ended 30 September
South Africa United Kingdom
Hospital and GHG Adjustments
Emergency Primary Property and
Rm services Care Total BMI OpCo Businesses eliminations Total Group
2012
Income Statement
External revenue 13 219 1 388 14 607 10 567 10 567 25 174
Inter-segment revenue 1 699 (1 699)
GHG PropCo 1 rent 1 621 (1 621)
GHG PropCo 2 rent 78 (78)
Revenue 13 219 1 388 14 607 10 567 1 699 (1 699) 10 567 25 174
EBITDA 2 826 82 2 908 537 (3 310) (5 772) (8 545) (5 637)
EBITDA before capital items and impairment of goodwill 2 818 83 2 901 542 1 691 2 233 5 134
Capital items 8 (1) 7 (5) (5 001)2 5 001 (5) 2
EBITDA before impairment of goodwill 2 826 82 2 908 537 (3 310) 5 001 2 228 5 136
Impairment of goodwill (10 773) (10 773) (10 773)
Operating profit/(loss) 2 417 51 2 468 (113) (3 868) (5 448) (9 429) (6 961)
Operating profit/(loss) before capital items and impairment of goodwill 2 409 52 2 461 (108) 1 133 324 1 349 3 810
Capital items 8 (1) 7 (5) (5 001)2 5 001 (5) 2
Operating profit/(loss) before impairment of goodwill 2 417 51 2 468 (113) (3 868) 5 325 1 344 3 812
Impairment of goodwill (10 773) (10 773) (10 773)
Segment assets and liabilities
Total assets 11 899 32 323 44 222
Total liabilities (7 331) (37 911) (45 242)
Notes:
1. The segment report excludes the results from discontinued operations.
2. This relates to the impairment of the carrying value of land and buildings in GHG PropCo 1, which was reversed on consolidation.
Condensed notes to the Group financial statements
for the year ended 30 September
1. Basis of preparation and accounting policies
The annual financial statements from which these condensed financial statements have been derived, have been prepared in accordance with
International Financial Reporting Standards (IFRS), SAICA Financial Reporting Guides, the Listings Requirements of the JSE Limited and the South
African Companies Act No 71 of 2008.
The accounting policies applied in the preparation of these condensed financial statements are consistent with those applied in the audited financial
statements for the year ended 30 September 2012, except for the adoption of amendments arising from the Annual Improvements to IFRS: 2009 -
2011 Cycle which have been adopted ahead of the effective date.
The directors consider it appropriate to adopt the going concern basis in preparing the Group annual financial statements.
The condensed financial statements have been prepared under the supervision of KN Gibson CA(SA), Chief Financial Officer of Netcare Limited.
2. Independent report of the auditors
These results have been audited by the Group's independent auditors, Grant Thornton.
Their unmodified audit report is available for inspection at the registered offices of the Group. The auditor's report does not necessarily cover all of
the information contained in this announcement. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the
auditor's work, they should obtain a copy of the auditor's unqualified audit report together with the Group financial information from the registered
office of the Group.
Any reference to future financial performance included in this announcement has not been reviewed or reported on by the Group's independent
auditors.
Rm 2013 2012
3. Operating profit/(loss)
After charging:
Depreciation and amortisation 1 112 1 324
GHG Property Businesses 47 337
Other 1 065 987
Impairment of goodwill 10 773
Operating lease charges 2 270 527
GHG Property Businesses 1 719
Other 551 527
After crediting:
Profit on deconsolidation 3 257
4. Investment income
Expected return on retirement benefit plan assets 116 46
Interest on bank accounts and other 235 185
351 231
Rm 2013 2012
5. Financial expenses
Amortisation of arrangement fees (23) (104)
GHG Property Businesses (11) (77)
Other (12) (27)
Interest on bank loans and other (401) (1 566)
GHG Property Businesses (185) (1 309)
Other (216) (257)
Interest on preference shares classified as debt (2)
Interest on promissory notes (255) (255)
Retirement benefit plan interest cost (77) (66)
(756) (1 993)
6. Other financial losses - net
Amount reclassified from the cash flow hedge accounting reserve (224) (1 343)
GHG Property Businesses (118) (1 345)
Other (106) 2
Fair value (losses)/gains on derivative financial assets (4) 4
Fair value gains/(losses) on inflation rate swaps 44 (16)
Fair value gains/(losses) on interest rate swaps 3 (1 598)
GHG Property Businesses 25 (1 598)
Other (22)
Ineffectiveness (losses)/gains on cash flow hedges (12) (80)
GHG Property Businesses (95)
Other (12) 15
(193) (3 033)
7. Taxation
South African normal and deferred taxation
Current year (750) (637)
Prior years (2) 3
Capital gains tax (1)
(752) (635)
Foreign normal and deferred taxation
Current year (52) 2 363
GHG Property Businesses 2 310
Other (52) 53
Prior years 111 (2)
Rate change 20 337
GHG Property Businesses 319
Other 20 18
79 2 698
Secondary tax on companies (STC) (47)
Total taxation per the income statement (673) 2 016
The 2013 prior year foreign taxation adjustment included an amount of R103 million related to a change in the
deferred taxation treatment of subsequent additions to non-qualifying property, plant and equipment that was
initially acquired through business acquisitions.
8. Profit for the year from discontinued operations
Care
Effective 16 June 2012, the Group disposed of Care Fertility Group Limited ("Care"), which formed part of the UK operating
segment. Care represented a separate major line of business being the Group's only specialist fertility service provider.
Transform
The Group held a 42.5% equity interest in Health and Surgical Holdings Limited ("Transform") with an option to acquire a
further 42.5% interest. During July 2012, the Group formally waived the option to purchase a controlling stake in Transform
resulting in the disposal of a subsidiary and acquisition of an associate. The Group also resolved to dispose of its
remaining interest in Transform, which formed part of the UK reportable segment. Transform represented a separate major
line of business as it specialised in low cost cosmetic surgery and related services and was classified as an associate held
for sale. The sale was concluded on 28 March 2013.
The results and cash flows of the discontinued operations included in the consolidated income statement and statement of
cash flows, are set out below.
Year ended 30 September 2012
Rm Care Transform Total
Revenue 187 370 557
Administrative and other expenses (140) (386) (526)
Operating profit/(loss) 47 (16) 31
Net financial income/(expenses) 1 (17) (16)
Profit/(loss) before taxation 48 (33) 15
Taxation (13) (13)
Profit/(loss) for the year before profit on disposal 35 (33) 2
Profit on disposal of discontinued operations, net of tax 365 46 411
Profit for the year from discontinued operations 400 13 413
Cash flows from operating activities 17 27 44
Cash flows from investing activities (3) (7) (10)
Rm 2013 2012
9. Associated companies, loans and receivables
Non-current
Associated companies 628 486
Loans and receivables 924 646
1 552 1 132
Current
Loans and receivables 34 80
1 586 1 212
Included in loans and receivables is an investment of R855 million (September
2012: R658 million) relating to the acquisition of a contractual economic interest in
the debt of the BMI OpCo.
Rm 2013 2012
10. Derivative financial instruments
Derivative financial assets
European style call options
South African Rand 9
Interest rate swaps
South African Rand 21
Inflation rate swaps
Foreign currency 28
49 9
Included in:
Non-current assets 49
Current assets 9
49 9
Derivative financial liabilities
Interest rate swaps
South African Rand 5 29
Foreign currency 7 387
GHG Property Businesses 7 273
BMI OpCo 114
5 7 416
Inflation rate swaps
South African Rand 17
Foreign currency 3
8 7 433
Included in:
Non-current liabilities 8 7 433
The inter-bank rate used in the fair value calculations of the foreign currency interest rate swaps has been
adjusted to take into account the credit risk to which the Group is exposed. The value of the foreign currency
interest rate swaps excluding the counterparty valuation adjustment (CVA) at 30 September 2013 was R0.3
million (2012: R7 957 million).
Rm 2013 2012
11. Debt
Long-term debt 5 293 27 015
Short-term debt 1 147 1 938
Total debt 6 440 28 953
Comprising:
Debt in South African Rand
Finance leases 51 69
Promissory notes 3 851 3 891
Redeemable cumulative preference shares 14
Unsecured debt 1 1
3 903 3 975
Debt in foreign currency
BMI OpCo 2 361 2 986
GHG Property Businesses 21 581
Secured debt 2 361 24 567
Finance leases 176 169
Accrued interest 17 309
Arrangement fees (17) (67)
2 537 24 978
6 440 28 953
Maturity profile
1-2 2-3 3-4
Rm Total <1 year years years years >4 years
2013
Debt in South African Rand 3 903 1 098 1 177 1 011 8 609
Debt in foreign currency 2 537 49 422 400 355 1 311
6 440 1 147 1 599 1 411 363 1 920
2012
Debt in South African Rand 3 975 1 020 747 1 178 1 011 19
Debt in foreign currency 24 978 918 21 277 1 661 1 101 21
GHG Property Businesses 21 808 625 20 633 550
Other 3 170 293 644 1 111 1 101 21
28 953 1 938 22 024 2 839 2 112 40
12. Disposal of businesses
The 2013 disposal of businesses relates to the deconsolidation of GHG PropCo 1 and GHG PropCo 2
(collectively the "GHG Property Businesses"). After evaluating the overall factors of control, including a
decision to sell down Netcare's interests in GHG PropCo 1 to 50.0%, the GHG Property Businesses have been
deconsolidated with effect from 16 November 2012. The GHG Property Businesses were consolidated for the
first one-and-a-half months of the 2013 financial year, and thereafter they are equity accounted as Netcare
continues to exercise significant influence. The 2013 results include a profit on deconsolidation of R3 257
million.
The carrying amounts of assets and liabilities included in the disposal of businesses are summarised as
follows:
Rm 2013 2012
Property, plant and equipment 18 935 210
Goodwill 2 252 75
Investments and loans (83) 1
Current assets 77 84
Cash flow hedge accounting reserve 1 311 2
Foreign currency translation reserve 310
Debt (22 607) (263)
Financial liability - Derivative financial instruments (7 606)
Deferred taxation (901) (34)
Current liabilities 36 (202)
Net assets disposed (8 276) (127)
Non-controlling interest 4 959 1
Profit on disposal 3 257 408
Cash and cash equivalents of businesses disposed 60 27
Proceeds from disposal of businesses 309
Comprising:
Care Fertility Group Limited 306
Netcare Parklands Linac Joint Venture Proprietary Limited 3
309
13. Commitments
Capital commitments 1 934 767
South Africa 1 795 505
United Kingdom 139 262
Operating lease commitments 45 734 5 802
South Africa 1 380 1 387
United Kingdom 44 354 4 415
GHG Property Businesses 38 264
Other 6 090 4 415
14. Contingent liabilities
South Africa 481 556
Salient features
2013 2012
Share statistics
Ordinary shares
Shares in issue (million) 1 475 1 458
Shares in issue net of treasury shares (million) 1 329 1 317
Weighted average number of shares (million) 1 322 1 308
Diluted weighted average number of shares (million) 1 354 1 332
Market price per share (cents) 2 400 1 790
Currency conversion guide (R:£)
Closing exchange rate 16.22 13.42
Average exchange rate for the year 14.43 12.68
DISCLAIMER
Certain statements in this document constitute 'forward-looking statements'. Forward-looking statements may be identified by words such as 'believe',
'anticipate', 'expect', 'plan', 'estimate', 'intend', 'project', 'target', 'predict' and 'hope'. By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future, involve known and
unknown risks, uncertainties and other facts or factors which may cause the actual results, performance or achievements of the Group, or the healthcare
sector to be materially different from any results, performance or achievement expressed or implied by such forward-looking statements. Forward-looking
statements are not guarantees of future performance and are based on assumptions regarding the Group's present and future business strategies and the
environments in which it operates now and in the future. No assurance can be given that forward-looking statements will prove to be correct and undue
reliance should not be placed on such statements.
Forward-looking statements apply only as of the date on which they are made, and Netcare does not undertake other than in terms of the Listings
Requirements of the JSE Limited, to update or revise any statement, whether as a result of new information, future events or otherwise.
www.netcare.co.za
Investor relations: ir@netcare.co.za
Date: 18/11/2013 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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