ANNUITY PROPERTIES LTD - Firm intention by Redefine to make an offer to acquire the entire issued linked unit capital of Annuity

Release Date: 07/03/2014 16:55
Code(s): ANP RDF
 
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Firm intention by Redefine to make an offer to acquire the entire issued linked unit capital of Annuity

ANNUITY PROPERTIES LIMITED                               REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)           (Incorporated in the Republic of South Africa)
(Registration Number 2011/145994/06)                     (Registration number 1999/018591/06)
JSE share code: ANP       ISIN: ZAE000165643             JSE share code: RDF ISIN: ZAE000143178
(“Annuity”)                                              (“Redefine”)



JOINT ANNOUNCEMENT REGARDING:
-     A FIRM INTENTION BY REDEFINE TO MAKE AN OFFER TO ACQUIRE THE ENTIRE ISSUED
      LINKED UNIT CAPITAL OF ANNUITY (“FIRM INTENTION ANNOUNCEMENT”);
-     THE ACQUISITION BY REDEFINE OF ALL THE SHARES IN AND CLAIMS AGAINST ANNUITY
      ASSET MANAGERS PROPRIETARY LIMITED (“ANNUITY ASSET MANAGERS”) AND ANNUITY
      PROPERTY MANAGERS PROPRIETARY LIMITED (“ANNUITY PROPERTY MANAGERS”); AND
-     WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


1.    INTRODUCTION

      The respective boards of directors of Annuity and Redefine are pleased to announce that on 7 March 2014 -
      -     Annuity and Redefine (the “Parties”) entered into an offer and implementation agreement (the
            “Implementation Agreement”) in terms of which Redefine undertakes to make an offer through this
            Firm Intention Announcement (the “Offer”) to acquire all the issued linked units of Annuity (“Annuity
            Linked Units”) from the holders of Annuity Linked Units (“Annuity Linked Unitholders”) by way of
            one or more indivisibly inter-related schemes of arrangement (“Schemes”) in terms of section 114 of
            the Companies Act 71 of 2008, as amended, (the "Companies Act") made in respect of Annuity
            ordinary shares and Annuity debentures, to be proposed by the independent board of directors of
            Annuity ("Annuity Board") between Annuity Linked Unitholders; and

      -     Redefine has concluded agreements with the shareholders of Annuity Asset Managers and Annuity
            Property Managers to acquire all the ordinary shares in and shareholder claims against Annuity Asset
            Managers and Annuity Property Managers, on and with effect from the date of implementation of the
            Scheme (the "Manco Transaction"),

      (collectively, the “Proposed Transaction”).

      In terms of the Offer, Annuity Linked Unitholders will, if the Schemes become operative, receive 0.57752
      Redefine linked units (“Redefine Linked Unit”) for every 1 Annuity Linked Unit (“Scheme Consideration”)
      held by them on the Scheme Consideration record date (the “Scheme Record Date”).

      Based on the clean 30 day volume weighted average price ("VWAP") of Redefine’s linked units, the
      Scheme Consideration represents a premium of 9.3% to the VWAP of Annuity Linked Units traded on the
      securities exchange operated by the JSE Limited ("JSE") over the 30 days up to and including the date on
      which the first cautionary announcement was released on SENS, being 12 December 2013 (the
      "Publication Date"). Based on the clean 5 day VWAP of Redefine’s linked units, the Scheme Consideration
      represents a premium of 5.9% to the 5 day VWAP of Annuity Linked Units traded on the JSE up to and
      including 6 March 2014, being the last business day immediately prior to the date of this Firm Intention
      Announcement.

      The Proposed Transaction equates to an implied property yield of approximately 8.5% on Annuity’s property
      portfolio.

      The Schemes will be subject to the fulfilment of the conditions precedent referred to in paragraph 5 below.

      In terms of the Manco Transaction, Redefine will acquire the ordinary shares in and shareholder claims
      against Annuity Asset Managers and Annuity Property Managers for a cash consideration of R86.2 million
      and R16.9 million respectively, less the amount, if any, by which the direct costs incurred by Annuity in
      relation to the Schemes exceed R11 million.

2.    INFORMATION ABOUT REDEFINE

      Redefine, a diversified property company, is the second largest listed REIT on the JSE, by market
      capitalisation, with:
       -   a total GLA of 3.125 million m² across 251 properties, valued at R24 billion; and
       -   a R6 billion portfolio of listed property securities, which includes investments in Fountainhead Property
           Trust, Redefine International PLC (“Redefine International”) and the Cromwell Property Group
           (“Cromwell”).

     Its significant shareholdings in Redefine International and Cromwell provide Redefine with superior
     geographic diversification to the international property market.

3.   RATIONALE FOR THE PROPOSED TRANSACTION

     Background

     Annuity listed on the JSE as a diversified small-cap property fund underpinned by a portfolio of A-grade and
     premium assets on listing. Consistent with this strategy and market positioning, Annuity has continued to
     focus on the acquisition of A-grade / high quality properties (“Target Assets”) by successfully competing for
     assets against significantly larger property funds. As a consequence, it managed to grow its portfolio size
     from R600 million to R2 billion within 18 months of listing on a non-dilutive basis.

     This success (notwithstanding its structural disadvantages versus its larger competitors) was largely due to
     management’s networks and relationships within the sector, favourable market sentiment towards listed
     property and favourable market conditions (relatively low cost of capital and the ability to borrow cheaply
     relative to asset prices).

     On a relative basis, Annuity has remained at a significant disadvantage to its competitors due to its limited
     liquidity and scale, which has resulted in a discounted rating.

     Key considerations

     The Annuity Board has noted certain structural market changes in the listed property sector in the last 12
     months (specifically after May 2013) which have negatively impacted investor sentiment towards the South
     African listed property sector, specifically small-cap, illiquid property stocks, and, as a consequence, the
     ability of Annuity to continue to pursue its stated strategy of acquiring Target Assets on a non-dilutive basis.
     The aforementioned structural changes in the sector include, inter alia:

     -     increase in bond yields and cost of capital (both debt and equity);
     -     shift of investors from emerging markets to developed markets;
     -     limited liquidity in capital markets to fund acquisitions;
     -     increase in the discount applied by investors to illiquid small-mid cap property stocks;
     -     scarcity of Target Assets and competition for stock is driving yields to levels unachievable for Annuity
           to transact without significant dilution; and
     -     increased market volatility and reluctance of vendors to bear execution risk.

     Given the above structural changes, on a stand alone basis, Annuity’s current strategy is unlikely to produce
     the required growth to achieve the scale to justify a re-rating and the improved liquidity that will enable it to
     compete effectively for Target Assets.

     Maximising Annuity Linked Unitholders’ interests

     Having considered various strategic alternatives available to Annuity, the Annuity Board believes that the
     Proposed Transaction provides Annuity Linked Unithholders the opportunity to maximise and protect value
     in a volatile environment by swapping into a diversified large cap property stock at premium. In addition, the
     Proposed Transaction provides Annuity Linked Unitholders with:

     -     exposure to Redefine’s quality defensive retail and international property portfolio (superior
           geographic diversification) which is a good fit for Annuity’s quality assets;
     -     attractive development pipeline; and
     -     significantly superior liquidity to Annuity with an average daily value traded of approximately R54.5
           million in the 2013 calendar year.

     Rationale for Redefine

     The Proposed Transaction enables Redefine to substantially advance its investment strategy in a single
     transaction, which is to expand its local property portfolio through the acquisition of prime quality assets at
     attractive yields.

4.   THE SCHEME CONSIDERATION
     4.1   The Schemes, if implemented, will entitle those persons who are recorded in the securities register of
           Annuity on the record date for participation in the Scheme (the "Scheme Record Date"), to receive
           the Scheme Consideration (“Scheme Participants”).

     4.2   The Scheme Consideration will be issued ex entitlement to the Redefine income distribution for the 6
           month period ended 28 February 2014. Annuity Linked Unitholders will become entitled, pursuant to
           the Schemes, to the Redefine income distribution for the period commencing 1 March 2014 and its
           future income distributions.

     4.3   The Annuity Linked Units held by Scheme Participants on the Scheme Record Date will be acquired
           by Redefine ex entitlement to the Annuity income distribution for the period ended 28 February 2014,
           which will be paid as a special dividend and/or interest distribution by Annuity, pursuant to the
           Schemes, on Annuity Linked Units, for the 5 month distribution period ending 28 February 2014 (the
           “Special Distribution”). The Special Distribution is expected to be paid at the earlier of the time of
           implementation of the Schemes (“Operative Date”) or 31 July 2014.

5.   CONDITIONS PRECEDENT TO IMPLEMENTATION OF THE SCHEMES

     The Schemes will be subject to the fulfilment or (where applicable) waiver of the following conditions
     precedent:

     5.1 as at the date at which the scheme resolutions approving the Schemes (“Scheme Resolutions”) have
         been voted on, no material adverse change has occurred in respect of any of Annuity, Annuity Asset
         Managers and Annuity Property Managers. In relation to this paragraph, material adverse change
         means

           5.1.1    any circumstance, fact or event, actual or which has arisen or might reasonably be expected
                    to arise which, alone or together with any other circumstance, fact or event, which has arisen
                    or which might reasonably be expected to arise has, or is reasonably be expected to have,
                    the effect of a reduction of 5% or more of Annuity’s net property income and/or a reduction of
                    5% or more of the value of the Annuity property portfolio (other than a reduction in value
                    resulting from macro-economic factors including changes to applicable discount rates used
                    for valuing properties, not related to the specific factors of the property/ies concerned);

           5.1.2    the termination of the asset management agreement between Annuity and Annuity Asset
                    Managers in accordance with its terms, at any time before the Operative Date; or

           5.1.3    Annuity having breached any of the undertakings referred to in paragraphs 7.1 and 7.3 (and
                    more fully described in the Implementation Agreement) and not having remedied such
                    breach within 10 business days of receipt of written notice from Redefine requiring it to do so
                    (and in any event by no later than immediately before the Scheme Resolutions are voted on
                    at the relevant meetings of Annuity Linked Unitholders);

     5.2 by not later than 17h00 on 30 September 2014, the approval of the Scheme Resolutions and the
         approval of the Special Distribution by the requisite majority of Annuity Linked Unitholders at the
         general meetings convened to approve the Schemes (“Scheme Meetings”) is obtained;

     5.3 by not later than 17h00 on 30 September 2014, to the extent required under section 115(3), approval
         of the implementation of the Scheme Resolutions by the court is obtained and, if applicable, Annuity
         not having treated the Scheme Resolutions as a nullity (which it may not do unless it is instructed to do
         so by Redefine), as contemplated in section 115(5)(b) of the Companies Act;

     5.4 as at 17h00 on the second business day after the date of conclusion of the last of the Scheme
         Meetings, Annuity Linked Unitholders holding more than 5% of all the issued Annuity Linked Units not
         having given, in terms of section 164(3) of the Companies Act, valid notice of objection to the Scheme
         Resolution taken at either of the Scheme Meetings and those objecting Annuity Linked Unitholders not
         having voted against the Scheme Resolutions in respect of more than 5% of the issued Annuity Linked
         Units at the relevant Scheme Meeting;

     5.5 by not later than 17h00 on 30 September 2014, the receipt of the unconditional approval in writing of
         the relevant South African competition authority/ies, to the extent required in terms of the Competition
         Act, of the Proposed Transaction, or if such approval is conditional, such conditions being acceptable
         to the Parties upon whom they are imposed or upon whom they have an impact, in their sole and
         absolute discretion, provided however that –

           5.5.1    in considering whether to accept any such condition, each Party shall act in good faith;
           5.5.2   Redefine shall be bound to accept any such condition which requires it, or once the
                   Schemes have been implemented, Annuity to use reasonable endeavours (but does not
                   legally oblige it) to amend any existing lease agreement in respect of any retail premises
                   forming part of the property portfolio of Annuity so as to remove any exclusivity provisions
                   therefrom upon the renewal of such lease; and

           5.5.3   Redefine shall not be bound to accept any such condition which requires the disposal of
                   immovable property from the property portfolio of Annuity or Redefine;

     5.6 as at 17h00 on the date on which the last of the conditions in clauses 5.2 to 5.5 has been fulfilled or,
         where appropriate, waived, none of the following events shall have occurred in respect of Annuity or
         Redefine –

           5.6.1   any corporate action, legal proceedings or other procedure or other step (including an
                   application to court, proposal of a resolution or convening of a meeting of Annuity Linked
                   Unitholders, members, directors or other officers) is taken by any person with a view to –

                   5.6.1.1 a moratorium, compromise, composition, business rescue or similar arrangement
                           with any of its creditors;

                   5.6.1.2 its winding-up, dissolution or commencement of business rescue proceedings, or
                           for the seeking of relief under any applicable bankruptcy, insolvency, company or
                           similar law, or any such resolution; or

           5.6.2   the value of its assets is less than its liabilities (taking into account of contingent and
                   prospective liabilities) or it is unable to pay its debts as they fall due;

     5.7 by not later than 17h00 on 30 September 2014, the issue of a compliance certificate by the Takeover
         Regulations Panel (“TRP”) in relation to the Schemes; and

     5.8 by not later than 17h00 on 30 September 2014, the Manco Transaction having become unconditional
         (save for any condition therein that the Schemes become unconditional and/or are implemented) and
         capable of implementation in accordance with its terms.

     The conditions set out in paragraphs 5.2, 5.3, 5.5 and 5.7 above are of a regulatory nature and cannot be
     waived. The conditions set out in paragraphs 5.1 and 5.4 can be waived or relaxed by Redefine. The
     condition set out in paragraph 5.8 can be waived through mutual agreement by Annuity and Redefine.

6.   ANNUITY SHARE INCENTIVE SCHEME

     Redefine will use its reasonable endeavours to procure that, subject to the Schemes becoming
     unconditional in all respects, unvested options which have been awarded under the share option scheme
     operated by the Annuity Share Incentive Scheme Trust (“Share Option Scheme”) and which have, at the
     date of signature of the Implementation Agreement, not lapsed or been forfeited, will be entitled to receive
     cash equal to the difference between the Scheme Consideration and the purchase price (strike price)
     payable by the relevant option holder in respect of each option held by them, as consideration for the option
     holders waiving all rights which they may have under the Share Option Scheme and forfeiture of their
     options on the Operative Date.

     There are currently 7 000 000 unvested options in respect of Annuity Linked Units which have been
     awarded to certain executive directors by Annuity under the Share Option Scheme. Such options, in terms
     of the rules of the Share Option Scheme, have a purchase price (strike price) payable by the relevant option
     holder in respect of each option held by them of R5.00 per Annuity Linked Unit.

7.   IMPLEMENTATION AGREEMENT

     7.1   Between the date of signing of the Implementation Agreement and the Operative Date (“Interim
           Period”), each of Annuity and Annuity Asset Managers shall not directly or indirectly solicit any
           alternative proposal to the Proposed Transaction and are further precluded from approving or
           recommending any alternative proposal or the entering into of any agreement in respect of an
           alternative proposal;

     7.2   Notwithstanding the above Annuity, the Annuity Board or Annuity Asset Managers will not be
           prevented from complying with any requirements imposed by law or the rules of any regulatory body
           in respect of any alternative proposal.
     7.3    Annuity undertakes that until the Operative Date, it shall (unless this agreement is terminated) carry
            on its business substantially in the ordinary and regular course and, as such, it shall continue to
            conduct its business on the same basis and in the same manner as it did immediately prior to the
            conclusion of the Implementation Agreement. Redefine undertakes that, until the Operative Date, it
            shall not effect any subdivisions of its linked unit capital or any capital distributions without having
            agreed an appropriate amendment to the Scheme Consideration with Annuity.

8.   BREAK FEE

     Annuity has agreed to pay Redefine a break fee equivalent to 1% of the value of the aggregate Scheme
     Consideration measured on the date the Implementation Agreement was signed, if an alternative proposal
     is announced and subsequently implemented

9.   FUNDING OF THE PROPOSED TRANSACTION

     Redefine has an authorised linked unit capital of 6 500 000 000 linked units and an issued linked unit capital
     of 3 070 978 269 linked units as at the date of this Firm Intention Announcement.

     The Schemes, if implemented, will entitle the Scheme Participants to receive a consideration of 0.57752 of
     a Redefine Linked Unit for every Annuity Linked Unit issued pursuant to the Schemes. A Redefine linked
     unit comprises one Redefine share indivisibly linked to one Redefine debenture.

     If the aggregate number of Redefine linked units deliverable to an Annuity Linked Unitholder yields a
     fractional result then the number of Redefine linked units shall be rounded up to the nearest whole number
     if the fraction equals 0.5 or more, and the number shall be rounded down to the nearest whole number if the
     fraction equals less than 0.5 (“Rounding Convention”).

     If the Schemes are implemented, 136 625 506 Redefine Linked Units (subject to the Rounding Convention)
     will be issued to Annuity Linked Unitholders in consideration for all the Scheme Linked Units (being 236 572
     769 Annuity Linked Units).

     Consequently, Redefine has sufficient authorised but unissued linked units in its linked unit capital and
     authorised but unissued linked units to issue the full consideration in terms of the Scheme to Annuity Linked
     Unitholders if the Schemes are approved and implemented.

10. UNITHOLDING OF REDEFINE IN ANNUITY AND CONCERT PARTIES

     10.1    As at the date of this announcement, Redefine does not hold or control (directly or indirectly) any
             Annuity Linked Units or any options to acquire Annuity Linked Units.

     10.2    As at the date of this announcement, the directors of Annuity hold or control (directly or indirectly)
             8 251 141 Annuity Linked Units representing 3.5% of the Scheme Linked Units.

     10.3    With the exception of the Implementation Agreement, the Manco Transaction, and the arrangements
             in respect of the Share Option Scheme detailed in paragraph 6, no arrangements, agreements or
             understandings which have any connection with or dependence on the Proposed Transaction
             existed between Annuity, any Annuity Linked Unitholders, Redefine or any person acting in concert
             with it, or any director of Annuity or any person who was a director of Annuity within the period
             commencing 12 months prior to the date of this Firm Intention Announcement, or any person who is
             or was an Annuity Linked Unitholder within the abovementioned period.

11. IRREVOCABLE UNDERTAKINGS AND LETTERS OF COMFORT

     By 28 February 2014 Annuity has received irrevocable undertakings or support letters from Annuity Linked
     Unitholders holding approximately 78.1% of the total number of Annuity Linked Units in issue on that date
     (after excluding the Annuity Linked Units held or controlled by the directors of Annuity, representing 3.5% of
     the issued Annuity Linked Units).

12. INDEPENDENT BOARD AND FAIR AND REASONABLE OPINION

     The Annuity Independent Board, comprising Anthony Mark Chait, Eugene Coenraad Loubser and Sarah
     Jane Williams, has appointed Deloitte and Touche Corporate Finance, an independent adviser acceptable
     to the TRP, as the independent expert (the “Independent Expert”) in terms of section 114(2) of the
     Companies Act and the regulations published in terms of section 120 of the Companies Act and set out in
     Chapter 5 of the Companies Regulations, 2011 (“Takeover Regulations”), to provide it with external advice
     in relation to the Schemes and to make appropriate recommendations to the Independent Board in the form
     of a fair and reasonable opinion in terms of section 114(3) of the Companies Act and Takeover Regulation
     110.

     The substance of the external advice received from the Independent Expert and the views of the Annuity
     Independent Board will be detailed in the circular to Annuity Linked Unitholders in relation to the Schemes
     (“Scheme Circular”).

13. POSTING OF THE SCHEME CIRCULAR

   Details of the Schemes will be included in the Scheme Circular, which will contain, inter alia, the terms of
   the Schemes, a notice convening each of the Scheme Meetings, forms of proxy in connection with the
   Scheme Meetings, and a form of acceptance, surrender and transfer in respect of Annuity Linked Units.
   Subject to the requisite approvals being received from the JSE, the TRP, and the Financial Surveillance
   Department of the South African Reserve Bank for the posting of the Scheme Circular, the Scheme Circular
   is expected to be posted to Annuity Linked Unitholders around mid April 2014 in accordance with the
   parties’ obligations in terms of the Takeover Regulations.

14. UNAUDITED PRO FORMA EARNINGS AND NET ASSET VALUE EFFECTS PERTAINING TO THE
    SCHEMES

   Based on the clean Annuity 30 day VWAP per linked unit to 12 December 2013 of R5.07 and Redefine’s
   clean 30 day VWAP per linked unit to 12 December 2013 of R9.59, the Scheme Consideration represents
   an implied clean offer price for Annuity of R5.54 on that date, i.e. a premium of 9.3%.

   In addition to the above, Annuity linked unit holders will also receive the Special Distribution payable to
   Annuity linked unit holders for the 5 month period to 28 February 2014 of approximately 20 cents per linked
   unit (per Annuity’s last published forecast for the financial year ending 31 March 2014).

   In terms of Regulation 101(7)(b)(iv) of the Companies Regulations 2011, a firm intention announcement
   must contain inter alia, the pro forma earnings and asset value per offeree regulated company security if the
   offer consideration consists wholly or partly in offeror securities.

    The unaudited pro forma financial effects of the Schemes for Annuity Linked Unitholders, for only which the
    Annuity Board is responsible, are provided for illustrative purposes only to provide information about how
    the Schemes may have affected Annuity Linked Unitholders, and because of their nature, may not fairly
    represent the effect on Annuity Linked Unitholders after the Schemes.

    The unaudited pro forma adjustments to the statement of comprehensive income have been calculated on
    the assumption that the operative date of the Schemes was on 1 October 2012, illustrating the effect of 1
    Annuity Linked Unit being exchanged for 0.57752 Redefine linked units, and, for the purposes of the
    statement of financial position, as if the operative date of the Schemes was on 30 September 2013.

    The table below sets out the unaudited pro forma financial effects of the Schemes based on the 12 months
    results for Annuity to 30 September 2013:

                                                                   Before the       After the       Change
                                                                            1               2
                                                                   Schemes         Schemes                %
     Basic earnings per linked unit (cents)                             84.94         110.89          30.5%
     Headline earnings per linked unit (cents)                          57.13          56.23          -1.6%
     Distribution per linked unit (cents)                               43.90          41.08          -6.4%
     Net asset value per linked unit (cents)                           520.00         503.59          -3.2%
     Tangible net asset value per linked unit (cents)                  520.00         404.36         -22.2%
     Weighted average number of linked units in issue (‘000)          232 383        134 206
     Number of linked units in issue (‘000)                           232 383        134 206

    Notes and assumptions:

     1. The financial information in the “Before the Schemes” column has been prepared based on the 12
        month results for Annuity to 30 September 2013, as extracted from Annuity’s interim results for the six
        months ended 30 September 2013 as well as the financial statements for the 12 months ended 31
        March 2013.
     2. The financial information in the “After the Schemes” column is based on Redefine’s financial effects
        pursuant to the Proposed Transaction and multiplying these results by 0.57752 to provide the pro
        forma financial effects for Annuity Linked Unitholders.

15. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

     Following the release of this Firm Intention Announcement, the cautionary announcements originally
     published by Annuity on 12 December 2013 and renewed on 30 January 2014, are withdrawn and caution
     is no longer required to be exercised by Annuity Linked Unitholders when dealing in their Annuity Linked
     Units.

16. ANNUITY RESPONSIBILITY STATEMENT

     The Annuity Independent Board (to the extent that the information in this Firm Intention Announcement
     relates to Annuity) accepts responsibility for the information contained in this Firm Intention Announcement
     and, to the best of their respective knowledge and belief, the information is true and does not omit anything
     likely to affect the importance of the information included.

17. REDEFINE RESPONSIBILITY STATEMENT

     Redefine’s board of directors (to the extent that the information in this Firm Intention Announcement relates
     to Redefine) accepts responsibility for the information contained in this Firm Intention Announcement and,
     to the best of their respective knowledge and belief, the information is true and does not omit anything likely
     to affect the importance of the information included.

Illovo
7 March 2014

Lead Investment Bank and Transaction Sponsor to Annuity
Investec Bank Limited

Joint Investment Bank and Transaction Sponsor to Annuity
Sasfin Capital (A division of Sasfin Bank Limited)

Sponsor to Annuity
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Independent Expert to Annuity
Deloitte and Touche

Reporting accountants to Annuity and Redefine
Grant Thornton

Legal Advisor to Annuity
ENS Africa

Sponsor and Corporate Advisor to Redefine
Java Capital

Legal Advisor to Redefine
DLA Cliffe Dekker Hofmeyr

Date: 07/03/2014 04:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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