Wrap Text
Audited annual results for the year ended 31 December 2013
PALLINGHURST RESOURCES LIMITED
(Incorporated in Guernsey)
(Guernsey registration Number: 47656)
(South African external company registration number 2009/012636/10)
Share code on the BSX: PALLRES ISIN: GG00B27Y8Z93
Share code on the JSE: PGL
("Pallinghurst" or the "Company")
PALLINGHURST RESOURCES LIMITED
AUDITED ANNUAL RESULTS
for the year ended 31 December 2013
NAV increased by ZAR1 billion to ZAR4.4 billion
Key milestones achieved:
- Profit of US$15 million during 2013.
- NAV has increased 28% since 30 June 2013.
- Share price has risen by 60% since January 2013.
- Sedibelo Platinum Mines saw record production of almost 150,000 4E PGM ounces.
- Sedibelo Platinum Mines increased resource base to over 100 million 4E PGM ounces.
- Tshipi Borwa produced one million tonnes of manganese ore and recorded a profit during first full year of operations.
- PRL’s interest in Jupiter increased to 18.45%.
- Jupiter delisted from the ASX in January 2014.
- Gemfields/Faberge Merger completed in January 2013.
- Gemfields continued to record strong revenues from emerald auctions.
CHAIRMAN'S STATEMENT
During 2013, there were signs of growth in the developed economies though emerging markets are still weak. Commodity prices remain
relatively low, with the sharp drop in the gold price during 2013 contributing to a lower platinum price. The South African operations of
the three largest platinum producers are now into their third month of industrial action, with significant loss of production and the
increased likelihood of mine closures; yet the platinum price has hardly responded. This inconsistency is unlikely to continue for a
protracted period and when the turn comes, Sedibelo Platinum Mines, with its improving production profile and unique growth story, will be
prepared to proceed with a listing.
We have taken Tshipi Borwa from a greenfields site to production and it is well on the way to becoming one of the world’s important
manganese mines. Even in this ramp-up phase and in an environment of depressed prices, Tshipi has operated profitably in its first full
financial year. In the Central Yilgarn region of Western Australia, there has been progress in the plans to expand the handling capacity at
the port of Esperance. If port access can be secured, Mount Mason has the potential to rapidly generate profits and establish Jupiter as an
emerging iron ore producer.
Gemfields again achieved a good operating and share price performance during 2013 and its emerald auctions continue to set record prices.
Its years of hard work have transformed the rough emeralds industry and these skills are now being rolled out to its ruby interests. These
initiatives are now supported in the global luxury markets by the iconic Fabergé name, with its “Art of Colour” focus and I look forward to
Gemfields entrenching its position as the world’s leading coloured gemstone company.
Our portfolio companies are well-positioned to benefit from any recovery in commodity prices as global demand picks up and as the Company
seeks to realise the full value of our investments over the coming years.
Brian Gilbertson
Chairman
CHIEF EXECUTIVE'S STATEMENT
I am pleased to report that the Company delivered a strong financial performance in 2013, with a profit for the year of US$15 million and a
28% increase in the Net Asset Value (“NAV”) since 30 June 2013. This is a result of each of our three Investment Platforms making
significant progress during the year. Whilst the Company is still trading at a significant discount to its underlying NAV, the share price
has risen by some 60% since January 2013.
Platinum Group Metals
In a difficult year for the PGM industry, Sedibelo Platinum Mines saw record production of almost 150,000 4E PGE ounces, approximately 50%
higher than the prior year. The company agreed to acquire Kruidfontein, a property contiguous to and directly down-dip of its Magazynskraal
ore body. With this acquisition, Sedibelo Platinum Mines has increased its resource base to over 100 million 4E PGM ounces, underpinning
its long-life and unique growth profile. Sedibelo Platinum Mines continues to prepare for its IPO and intends to list once market
conditions are favourable.
Steel Making Materials
Before the delisting of Jupiter, we acquired an additional 40.8 million shares, increasing the Group’s interest to 18.45%. Jupiter’s
manganese business performed strongly, with its Tshipi Borwa mine ramping-up during 2013 to produce one million tonnes of manganese ore
and profitability in its first full financial year. The production build up to design capacity of 2.4 million tonnes per annum is set to
continue in line with the anticipated increase in logistics capacity. In Australia, the large Mount Ida iron ore project remains on hold
until market conditions improve. However, Jupiter plans to secure access to the expansion of the port of Esperance and thereby fast-track
its Mount Mason hematite project into production.
Coloured Gemstones
Gemfields continues to see strong revenues from its emerald auctions, with robust increases in average per carat prices. Kagem, its
flagship emerald mine in Zambia, has now produced over a quarter of a billion dollars of revenues under Pallinghurst’s ownership,
representing a remarkable turnaround and strong growth in just six years. Additional revenues have been added from auctions of “traded”
emeralds and the Montepuez ruby operation is planning its first auction in the next few months. The merger with Fabergé was completed in
2013 and we expect good progress as Fabergé integrates coloured gemstones into its designs and collections. Joint marketing initiatives
have boosted Gemfields’ international presence and consumer perception of high quality, ethically sourced gemstones.
As I mentioned last year, we have now entered the “harvesting period”, and our focus remains on realising the inherent value of the
Investment Portfolio. This effort has resulted in growth in the NAV as well as an increase in the Company’s market capitalisation. That
said, there is still a significant gap between the share price and the Company’s NAV. However, I believe that the share price will respond
positively and continue to narrow the discount as we move closer to monetising the underlying value of the Investment Portfolio.
Arne H. Frandsen
Chief Executive
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2013
2013 2012
US$ US$
INCOME
Investment Portfolio
Realised fair value loss on disposal of Fabergé equity shares (7,952,380) –
Realised loss on conversion of Fabergé loan to Gemfields shares (12,027,277) –
Impairment of Fabergé loan – (1,638,471)
Realised gain on Sedibelo Platinum Mines transaction – 50,932,811
Realised fair value gain on Jupiter shares – 3,250,521
Realised loss on Jupiter foreign exchange contract – (318,880)
Unrealised fair value gains 51,458,344 31,844,963
Unrealised fair value losses (10,502,814) (119,429,986)
20,975,873 (35,359,042)
Investment Portfolio revenue
Loan interest income – 1,681,340
Structuring fee and other income – 375,000
– 2,056,340
Net gain/(losses) on investments and income from operations 20,975,873 (33,302,702)
EXPENSES
Investment Manager’s Benefit (5,220,013) (5,102,237)
Operating expenses (894,663) (806,588)
Foreign exchange gains 24,029 –
Foreign exchange losses – (1,237,920)
(6,090,647) (7,146,745)
Net gain/(loss) from operations 14,885,226 (40,449,447)
Finance income 31,895 281,198
Net finance income 31,895 281,198
Profit/(loss) before share in (loss)/profit of associates 14,917,121 (40,168,249)
Share in (loss)/profit of associates (223,685) 1,119,941
Profit/(loss) before tax 14,693,436 (39,048,308)
Tax (4,461) –
NET PROFIT/(LOSS) AFTER TAX 14,688,975 (39,048,308)
Other comprehensive income – –
TOTAL COMPREHENSIVE INCOME/(EXPENSE) 14,688,975 (39,048,308)
Basic and diluted earnings/(loss) per ordinary share 0.02 (0.06)
All elements of total comprehensive income/(expense) for the year and the comparative year are attributable to owners of the parent.
There are no non-controlling interests.
The accompanying notes form part of these Financial Statements.
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2013
2013 2012
US$ US$
ASSETS
Non-current assets
Investments in associates 1,253,200 1,936,241
Investment portfolio
Listed equity investments 174,618,072 97,675,366
Unlisted equity investments 215,237,159 217,951,326
Loans and receivables – 50,599,070
389,855,231 366,225,762
Total non-current assets 391,108,431 368,162,003
Current assets
Trade and other receivables 1,151,742 1,379,301
Cash and cash equivalents 23,907,419 31,975,952
Other investments 57,540 –
Total current assets 25,116,701 33,355,253
Total assets 416,225,132 401,517,256
LIABILITIES
Current liabilities
Trade and other payables 178,245 159,344
Total current liabilities 178,245 159,344
Total liabilities 178,245 159,344
Net assets 416,046,887 401,357,912
Capital and reserves attributable to equity holders
Share capital 7,606 7,606
Share premium 375,227,145 375,227,145
Retained earnings 40,812,136 26,123,161
EQUITY 416,046,887 401,357,912
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2013
2013 2012
US$ US$
Cash outflows from operations (5,842,494) (5,777,691)
Additions to investments (2,653,596) (33,699,110)
Loans extended to investments – (28,120,111)
Finance income received 31,895 281,198
Net cash outflows from operating activities (8,464,195) (67,315,714)
Cash flows from investing activities
Amounts invested in associates (62,899) (141,729)
Decrease in investments in associates – 20,393,255
Amounts returned from associates 434,532 –
Net cash generated from investing activities 371,633 20,251,526
Cash flows from financing activities
Rights Offer – proceeds – 77,241,092
Rights Offer – costs – (2,187,704)
Rights Offer – foreign exchange losses – (49,655)
Net cash generated from financing activities – 75,003,733
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (8,092,562) 27,939,545
Cash and cash equivalents at the beginning of the year 31,975,952 5,274,327
Foreign exchange gain on cash 24,029 –
Foreign exchange loss on cash – (1,237,920)
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 23,907,419 31,975,952
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AT 31 DECEMBER 2013
Share Share Retained
capital premium earnings Total equity
US$ US$ US$ US$
Balance at 1 January 2012 4,760 300,226,258 65,171,469 365,402,487
Rights Offer – proceeds 2,846 77,238,246 – 77,241,092
Rights Offer – costs – (2,187,704) – (2,187,704)
Rights Offer – foreign exchange losses – (49,655) – (49,655)
Total comprehensive loss for the year – – (39,048,308) (39,048,308)
Balance at 31 December 2012 7,606 375,227,145 26,123,161 401,357,912
Total comprehensive income for the year – – 14,688,975 14,688,975
at 31 December 2013 7,606 375,227,145 40,812,136 416,046,887
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
SEGMENTAL REPORTING
The Chief Operating Decision Maker (“CODM”) is Mr Gilbertson, the Chairman, who measures the performance of each operating
segment by assessing the fair value of the Group’s Investment Portfolio on a regular basis.
The Group’s segmental reporting has been revised and is now based around three Investment Platforms, PGMs, Steel Making Materials,
and Coloured Gemstones, each of which is categorised as an operating segment. The Group previously reported four separate
segments. Gemfields completed its merger with Fabergé on 28 January 2013. The Group no longer holds a direct interest in Fabergé
and presents segmental information for its enlarged interest in Gemfields as a single Coloured Gemstones segment. The Group’s
comparative information has been amended for consistency with the revised current year presentation. A restated balance sheet for the
prior year has not been presented as the restatement would not impact on this balance sheet.
The Consolidated Statement of Comprehensive Income segmental information provided to the CODM for the year ended 31 December
2013 is as follows:
Steel Making Coloured
PGMs Materials Gemstones Unallocated Total
US$ US$ US$ US$ US$
31 December 2013
Realised fair value loss on disposal of
Fabergé equity shares – – (7,952,380) – (7,952,380)
Realised loss on conversion of Fabergé
loan to Gemfields shares – – (12,027,277) – (12,027,277)
Unrealised fair value gains (1) 30,741,707 – 20,716,637 – 51,458,344
Unrealised fair value losses (2) – (10,502,814) – – (10,502,814)
Net segmental expense 30,741,707 (10,502,814) 736,980 – 20,975,873
Other income – –
Net losses on investments and income from operations 20,975,873
Expenses, net finance income, share of loss of
associates and taxation (6,286,898) (6,286,898)
Net segmental profit/(loss) 30,741,707 (10,502,814) 736,980 (6,286,898) 14,688,975
(1) The unrealised fair value gain on the Coloured Gemstones segment of US$20,716,637 includes an unrealised foreign exchange gain of
US$4,411,908.
(2) The unrealised fair value loss on the Steel Making Materials segment of US$10,502,814 includes an unrealised foreign exchange loss of
US$5,433,310.
The Consolidated Statement of Comprehensive Income segmental information provided to the CODM for the year ended 31 December
2012 is as follows:
Coloured
Steel Making Gemstones
PGMs Materials (restated) Unallocated Total
US$ US$ US$ US$ US$
31 December 2012
Unrealised fair value gains (1) 8,293,290 – – – 8,293,290
Unrealised fair value losses (2) (3) – (63,902,168) (33,416,992) – (97,319,160)
Realised foreign exchange gains 1,440,847 – – – 1,440,847
Realised gain on Sedibelo Platinum Mines transaction 50,932,811 – – – 50,932,811
Realised gain on subscription for Jupiter shares – 2,931,641 – – 2,931,641
Impairment of Fabergé loan – – (1,638,471) – (1,638,471)
Loan interest income – – 1,681,340 – 1,681,340
Net segmental expense 60,666,948 (60,970,527) (33,374,123) – (33,677,702)
Other income 375,000 375,000
Net losses on investments and income from operations (33,302,702)
Expenses, net finance income, share of loss of
associates and taxation (5,745,606) (5,745,606)
Net segmental profit/(loss) 60,666,948 (60,970,527) (33,374,123) (5,370,606) (39,048,308)
(1) The unrealised fair value gain on the PGMs segment of US$8,293,290 consists entirely of foreign exchange.
(2) The unrealised fair value loss on the Steel Making Materials segment of US$63,902,168 includes an unrealised foreign exchange gain of
US$1,977,488.
(3) Two operating segments from 2012, Gemfields and Luxury Brands, have been combined as a single operating segment due to the completion
of the Gemfields/Fabergé merger. The unrealised fair value loss of US$33,416,992 for 2012 includes a fair value gain of US$18,255,119 on
Gemfields, an unrealised foreign exchange gain of US$1,878,219 on Gemfields and a fair value loss of US$53,550,330 on Fabergé.
The segmental information provided to the CODM for the reportable segments for the year ended 31 December 2013 is as follows:
Steel Making Coloured
PGMs Materials Gemstones Total
US$ US$ US$ US$
31 December 2013
Investment Portfolio
Listed investments – 30,256,997 144,361,075 174,618,072
Unlisted investments 215,237,159 – – 215,237,159
Total segmental assets 215,237,159 30,256,997 144,361,075 389,855,231
Investments in associates, current assets and liabilities 26,191,656
Net assets 416,046,887
The comparative segmental information provided for the year ended 31 December 2012 is as follows:
Coloured
Steel Making Gemstones
PGMs Materials (restated) Total
US$ US$ US$ US$
31 December 2012
Investment Portfolio
Listed investments – 38,106,215 59,569,151 97,675,366
Unlisted investments 184,495,452 – 33,455,874 217,951,326
Loans and receivables – – 50,599,070 50,599,070
Total segmental assets 184,495,452 38,106,215 143,624,095 366,225,762
Investments in associates, current assets and liabilities 35,132,150
Net assets 401,357,912
INVESTMENTS
The reconciliation of the Investment Portfolio from 1 January 2013 to 31 December 2013 is as follows:
Realised loss
Unrealised Unrealised on Gemfields/ Additions Closing at
Opening at fair value fair value Fabergé and 31 December
1 January 2013 gains (1) losses (2) Merger disposals 2013
Investment US$ US$ US$ US$ US$ US$
Listed equity investments
Gemfields 59,569,151 20,716,637 – – 64,075,287 144,361,075
Jupiter 38,106,215 – (10,502,814) – 2,653,596 30,256,997
97,675,366 20,716,637 (10,502,814) – 66,728,883 174,618,072
Unlisted equity investments
Fabergé 33,455,874 – – (7,952,380) (25,503,494) –
Sedibelo Platinum Mines 184,495,452 30,741,707 – – – 215,237,159
217,951,326 30,741,707 – (7,952,380) (25,503,494) 215,237,159
Loans and receivables
Fabergé – US$50 million loan 50,599,070 – – (12,027,277) (38,571,793) –
50,599,070 – – (12,027,277) (38,571,793) –
Total 366,225,762 51,458,344 (10,502,814) (19,979,657) 2,653,596 389,855,231
(1) The unrealised fair value gain on the Gemfields investment of US$20,716,637 includes an unrealised foreign exchange gain of
US$4,411,908.
(2) The unrealised fair value loss on the Jupiter investment of US$10,502,814 includes an unrealised foreign exchange loss of
US$5,433,310.
The net gain on financial assets carried at fair value through profit or loss (i.e. listed and unlisted equity investments during 2013 is
US$33,003,150. The net loss on loans and receivables during 2013 is US$12,027,277. The fair value of loans and receivables equate
to their carrying value at 31 December 2013.
The reconciliation of the Investment Portfolio from 1 January 2012 to 31 December 2012 is as follows:
Realised Accrued
Unrealised Unrealised foreign Additions Impairment interest & Closing at
Opening at fair value fair value exchange and of Fabergé structuring 31 December
1 January 2012 gains losses gain disposals loan fee 2012
Investment US$ US$ US$ US$ US$ US$ US$ US$
Listed equity investments
Gemfields (1) 39,435,813 20,133,338 – – – – – 59,569,151
Jupiter (2) 85,755,778 – (63,902,168) – 16,252,605 – – 38,106,215
125,191,591 20,133,338 (63,902,168) – 16,252,605 – – 97,675,366
Unlisted equity investments
Fabergé 87,006,204 – (53,550,330) – – – – 33,455,874
Moepi Group (3) 13,373,315 – – – (13,373,315) – – -
Richtrau (3) 36,621,344 – – – (36,621,344) – – –
Platmin (3) 53,455,699 – – 1,440,847 (54,896,546) – – –
Sedibelo Platinum
Mines (3), (4) – 8,293,290 – – 176,202,162 – – 184,495,452
190,456,562 8,293,290 (53,550,330) 1,440,847 71,310,957 – – 217,951,326
Loans and receivables
Fabergé – US$25
million loan 22,436,091 – – – (22,942,061) – 505,970 –
Fabergé – US$50
million loan – – – – 51,062,172 (1,638,471) 1,175,369 50,599,070
22,436,091 – – – 28,120,111 (1,638,471) 1,681,339 50,599,070
Total 338,084,244 28,426,628 (117,452,498) 1,440,847 115,683,673 (1,638,471) 1,681,339 366,225,762
(1) The unrealised fair value gain on the Gemfields investment of US$20,133,338 includes an unrealised foreign exchange gain of
US$1,878,219.
(2) The unrealised fair value loss on the Jupiter investment of US$63,902,168 includes an unrealised foreign exchange gain of US$1,977,488.
(3) The Group vended its interests in Moepi Group, Richtrau (Magazynskraal) and Sedibelo into Sedibelo Platinum Mines for new shares
during 2012.
(4) The unrealised fair value gain on the Sedibelo Platinum Mines investment of US$8,293,290 consists entirely of foreign exchange.
The net loss on financial assets carried at fair value through profit or loss (i.e. listed and unlisted equity investments) during 2012 is
US$87,585,023. The net loss on loans and receivables during 2012 is US$1,638,471. The fair value of loans and receivables equate
to their carrying value at 31 December 2012.
BASIS OF PREPARATION
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with The Companies (Guernsey)
Law, 2008, the financial reporting guides issued by the Accounting Practices Committee of the South African Institute of Chartered
Accountants (“SAICA”), the JSE Listing Requirements and the BSX Listing Regulations.
The Group has prepared Financial Statements under IFRS for the year ending 31 December 2013. The Financial Statements have been
audited by the Company’s auditors, Saffery Champness; their audit opinion was unqualified, and did not draw attention to any
emphases of matter. The audit opinion is available for inspection at the Company’s registered office. The Financial Statements will be
mailed to shareholders during April 2014, and made available on the Company’s website, www.pallinghurst.com.
This preliminary announcement, which includes condensed financial statements (the “Condensed Financial Statements”) does not
contain sufficient information to fully comply with IFRS. The Condensed Financial Statements have been prepared in accordance with
IAS34 Interim Financial Reporting, the Companies (Guernsey) Law, 2008, the financial reporting guides issued by the Accounting
Practices Committee of SAICA, the JSE Listing Requirements and the BSX Listing Regulations.
Accounting policies
The Group’s accounting policies were last disclosed in full in the Group`s financial statements for the year ended 31 December 2012.
The Group has adopted various new accounting standards effective 1 January 2013, including IFRS10 Consolidated Financial Statements,
IFRS11 Joint Arrangements, IFRS12 Disclosure of Interests in Other Entities, IAS28 Investments in Associates and Joint Ventures, and
the revised IAS27 Separate Financial Statements. These five new and revised standards are known together as the “package of five”.
The adoption of the package of five has not had a material impact on the Group in the current year and no adjustments to the Group’s
comparative information have been required.
Various new and revised accounting standards, amendments to standards and new interpretations have been issued by the International
Accounting Standards Board but are not yet effective. The Directors have not yet fully determined what the impact of these changes
will be. The accounting policies applied are consistent with those adopted and disclosed in the Group`s financial statements for the
year ended 31 December 2012 other than in respect of these changes.
Contingent liabilities and contingent assets
The Group has acted as a limited guarantor for the lease of Fabergé’s New York retail outlet at 694 Madison Avenue since 31 August 2011.
The circumstances relating to the guarantee have not changed since that time. One of the conditions of the Gemfields/Fabergé Merger
was that Gemfields either take over as guarantor from PRL, or that Gemfields indemnify the Group against any potential liability to the
landlord. Gemfields have now provided an indemnification to the Group against any loss from this guarantee. The Directors’ assessment
is that the maximum amount of the Group’s contingent liability continues to be US$219,000, although any such loss should be
recoverable from Gemfields under the terms of the indemnification.
The Group had no other significant contingent liabilities or contingent assets at 31 December 2013 or 31 December 2012.
Commitments
The Group had no material commitments at the date of signature of the Financial Statements.
EVENTS OCCURRING AFTER THE END OF THE YEAR
Approval of Annual Report
The Annual Report was approved by the Directors and authorised for issue on 25 March 2014.
Pallinghurst
Pallinghurst Resources Limited | (Incorporated in Guernsey) | (Guernsey registration number: 47656) | (South African external company
registration number 2009/012636/10) | Share code on the BSX: PALLRES | ISIN: GG00B27Y8Z93 | Share code on the JSE: PGL | (“Pallinghurst”
or the “Company”) EXECUTIVE DIRECTORS: Brian Gilbertson, Arne H. Frandsen, Andrew Willis (1) NON-EXECUTIVE DIRECTOR: Dr Christo Wiese (2)
INDEPENDENT NON-EXECUTIVE DIRECTORS: Stuart Platt-Ransom (3), Martin Tolcher, Clive Harris, Patricia White (4) PERMANENT ALTERNATES: Chris
Powell (1), Brian O’Mahoney (3) ADMINISTRATOR AND COMPANY SECRETARY: Legis Fund Services Limited, 11 New Street, St Peter Port, Guernsey,
GY1 2PF, Channel Islands REGISTERED OFFICE: 11 New Street, St Peter Port, Guernsey, GY1 2PF, Channel Islands SOUTH AFRICAN TRANSFER
SECRETARY: Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001, South Africa AUDITOR: Saffery Champness,
PO Box 141, La Tonnelle House, Les Banques, St Sampson, Guernsey, GY1 3HS, Channel Islands JSE SPONSOR: Investec Bank Limited, 100 Grayston
Drive, Sandown, Sandton, 2196, South Africa BSX SPONSOR: Capital G BSX Services Limited, 25 Reid Street, 4th Floor, Hamilton, HM11, Bermuda.
(1) Mr Powell has acted as Permanent Alternate to Mr Willis since 22 March 2013.
(2) Dr Wiese was appointed to the Board effective 11 February 2013.
(3) Mr O’Mahoney acts as Permanent Alternate to Mr Platt-Ransom.
(4) Ms White resigned from the Board on 15 March 2013.
Date: 27/03/2014 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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