Wrap Text
Reviewed group condensed provisional report and final cash dividend declaration for the year ended 30 June 2014
ELB GROUP LIMITED
('ELB', 'the Company' or 'the Group')
Incorporated in the Republic of South Africa
Registration number 1930/002553/06
Share code: ELR ISIN: ZAE000035101
REVIEWED GROUP CONDENSED PROVISIONAL REPORT and final cash dividend declaration
for the year ended 30 June 2014
HIGHLIGHTS
- Sales up 18% to R2 349 million
- Total comprehensive income before tax return on total equity of 27%
- Internal rate of return to shareholders of 20%
- Net asset value up 16% to 2 728 cents per share
- Profit after tax up 11% to R131 million
- Headline earnings per share up 2% to 382 cents
- Final cash dividend declared of 67 cents, an increase of 12%
COMMENTS
INTRODUCTION
ELB Group's strategic focus is on being a holistic engineering solutions
provider to the mining, minerals, power, port, construction and industrial
sectors in the field of materials handling and gravity separation plants.
This is achieved through ELB generated innovation, in-house capability and
the supply, with world class partners, of equipment and technology. The
Group operates predominantly in Africa and Australasia.
Over the past year ELB has invested in a number of initiatives aimed at
sustainable growth, the results of which will continue to be realised over
the next few years. These initiatives include the expansion of its
geographic footprint in Africa and increasing its product and technology
range.
ELB has recently entered into a heads of agreement to form a 50:50 joint
venture for ELB to distribute initially in South Africa the Belaz range of
haulage trucks primarily to the mining sector. Belaz currently supplies
approximately 40% of the haulage trucks to the global market. This will
significantly enhance the growth prospects of ELB's Equipment division.
ELB also acquired B&W Instrumentation and Electrical Limited (B&W) during
the year, with effect from 22 April 2014. B&W is one of South Africa's
leading electrical and instrumentation (E&I) construction groups and has a
well-established track record of successful delivery in the E&I industry
since its inception in 1973. It has a wide footprint throughout South Africa
and across sub-Saharan Africa, with its head office based in Alberton,
Gauteng. ELB continues to seek to increase its complete product offering to
the market and its clients and hence the acquisition of B&W is strongly
aligned to the strategic direction of ELB. Servicing similar industries, the
acquisition will create improved efficiencies and long term sustainability
for the combined group of companies. In addition, synergies exist that can
and will be leveraged. B&W joins ELB with a sound order book and will take
advantage of additional project opportunities derived from ELB and the
market going forward. B&W is expected to make a positive contribution to the
ELB group results in the next year.
FINANCIAL RESULTS
The 18% increase in turnover for the year from R1 985 million in 2013 to
R2 349 million in 2014 is a satisfactory result given the current difficult
trading conditions.
Profit for the year increased by 11% from R118 million in 2013 to R131
million in 2014 largely as a result of the increase in the engineering services
operations performance. ELB's share of comprehensive income decreased by 3%
from R111 million in 2013 to R108 million in 2014, largely due to a
R13 million adjustment to the Pension Fund Employer Surplus Account.
The net asset value per share attributable to ordinary shareholders
increased from 2 345 cents in 2013 to 2 728 cents in 2014, an increase of
16%.
Headline earnings per share for the year increased by 2% from 374 cents per
share to 382 cents per share.
Due to the project nature of the business there is no consistent correlation
between turnover and profit in accounting periods, as profit recognition
largely increases during the latter stages of projects.
OPERATIONS
Africa
Trading conditions in the region though relatively buoyant remained
challenging during the year and the Group did well to secure a satisfactory
level of business.
ELB Equipment
This operation had a decrease in turnover from R762 million in 2013 to R660
million in 2014 while profit before tax decreased from R71 million in 2013
to R46 million in 2014. This was against the background of a weaker Rand
coupled with tougher trading conditions resulting in reduced margins. The
operation is well positioned to benefit from more favourable trading
conditions.
ELB Engineering Services
This operation has again shown good growth in the year. Although turnover
increased by 51% from R889 million in 2013 to R1 344 million in 2014, profit
before tax increased by 60% from R77 million in 2013 to R123 million in
2014. This material increase in profit before tax is attributable to a
number of projects reaching more advanced stages of completion, ELB
Construction producing satisfactory results in its third year of operation
and the inclusion of B&W for the two months since acquisition.
ELB Engineering Services has been successful in securing a number of new
projects and business opportunities which have positioned this operation
well for the coming 24 to 36 months.
Australasia
The Ditch Witch business has had a satisfactory year given the difficult
trading conditions it faces. The business continues to service the growing
demand for its Ditch Witch and Komptech range of products and the New
Zealand business unit has proven to be a profitable contributor to the Ditch
Witch operation.
Turnover decreased by 5% from R363 million in 2013 to R346 million in 2014
while profit before tax remained at R26 million in 2014.
Ditch Witch remains well positioned in both Australia and New Zealand to
take advantage of any increase in infrastructure spend in the region.
CASH FLOW
Net cash and cash equivalents declined from R471 million to R423 million
during the year as cash was used in increasing working capital, in continued
capital expenditure, fluctuations in up-front customer payments and the
inclusion of B&W. The cash and cash equivalent balances remained healthy at
the year-end after absorbing the utilisation. Cash flow management remains a
high priority for the Group.
ELB works closely with its bankers, suppliers and customers to ensure the
Group continues to retain a strong balance sheet at all times.
PROSPECTS
Activity levels in the various sectors that the ELB Group operates in remain
challenging, however the Group is well positioned to take advantage of any
positive change in the market conditions and opportunities that may arise.
The various strategies for growth that have been implemented over the past
12 months will stand the group in good stead for the future.
SOCIAL RESPONSIBILITY
ELB's empowerment partner is the ELB Educational Trust, which was
established to promote the education of historically disadvantaged South
Africans in engineering disciplines. To this end scholarships continue to be
awarded to students at various South African universities.
In addition to a number of smaller donations ELB has made substantial
donations to the St Vincent School for the Deaf and the Ligbron Academy of
Technology. These institutions have been identified as worthy of ELB's
support and which will further assist the historically disadvantaged in our
community.
Apart from donations ELB has also made significant contributions towards
small business development of the historically disadvantaged in South
Africa.
BOARD OF DIRECTORS
Mr Michael Easter joined the Board as Group Financial Director on 1 July
2013.
DIVIDENDS
It has been decided to declare a final dividend of 67 cents (2013 – 60
cents) per ordinary share.
The total dividend for the year is therefore 95 cents per share versus 85
cents per share for the 2013 financial year, representing an increase of
12%.
ACCOUNTING POLICIES
The condensed consolidated provisional financial statements are prepared in
accordance with the requirements of the JSE Limited Listings Requirements
for provisional reports and the requirements of the Companies Act of South
Africa. The Listings Requirements require provisional reports to be prepared
in accordance with the framework concepts and the measurement and
recognition requirements of International Financial Reporting Standards
(IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee and Financial Pronouncements as issued by Financial
Reporting Standards Council and to also, as a minimum, contain the
information required by IAS 34 Interim Financial Reporting. The accounting
policies applied in the preparation of the condensed consolidated financial
statements are in terms of IFRS and are consistent with those applied in the
previous consolidated financial statements.
REVIEW BY THE INDEPENDENT AUDITOR
KPMG Inc, the Company's independent auditor, has reviewed the condensed
consolidated provisional financial statements contained in this provisional
report and has expressed an unmodified conclusion on the condensed
consolidated provisional financial statements. The review report is
available for inspection at the Company's registered office.
On behalf of the Board
Dr Stephen Meijers Peter Blunden Michael Easter
Chief Executive Officer Chief Executive Officer Group Financial Director
ELB Group and ELB ELB Equipment ELB Group
Engineering Services
Boksburg
18 September 2014
GROUP BALANCE SHEET
30 June 2014 30 June 2013
R 000 R 000
ASSETS
Non-current assets 315 685 217 717
Property, plant and equipment 180 948 146 730
Goodwill and intangible assets 24 041 -
Pension fund employer surplus account 39 850 49 078
Non-current loans receivable 933 3 748
Deferred income tax assets 69 913 18 161
Current assets 1 687 283 1 407 293
Inventories, and construction contract work not
yet billed 804 163 623 798
Receivables and other current assets 430 960 312 989
Cash and cash equivalents 452 160 470 506
Total assets 2 002 968 1 625 010
EQUITY AND LIABILITIES
Equity attributable to ordinary shareholders of
ELB 779 312 601 089
Issued capital 107 702 25 192
Treasury shares (37 986) (48 565)
Reserves 65 990 51 770
Retained earnings 643 606 572 692
Non-controlling interests in consolidated
entities 133 868 113 526
Total equity 913 180 714 615
Non-current liabilities 46 971 58 596
Interest bearing borrowings 24 722 29 726
Provision for trade back commitments 2 861 2 670
Deferred income tax liabilities 19 388 26 200
Current liabilities 1 042 817 851 799
Non-interest bearing payables, other current
liabilities and current provision 783 314 672 893
Interest bearing payables 230 135 178 906
Bank overdraft 29 368 -
Total liabilities 1 089 788 910 395
Total equity and liabilities 2 002 968 1 625 010
Ordinary shares in issue (000's) 35 824 33 860
Deduct: Treasury shares in issue (000's) 7 254 8 231
Ordinary shares in issue on which net asset
value per ordinary share is calculated 28 570 25 629
Net asset value per ordinary share (cents) 2 728 2 345
GROUP STATEMENT OF PROFIT OR LOSS
Reviewed Audited
Year Year
ended ended
30 June 2014 30 June 2013
R 000 R 000
Sales 2 349 282 1 984 597
Operating costs excluding depreciation and
amortisation of non-financial assets (2 165 799) (1 813 048)
Operating profit before depreciation and
amortisation of non-financial assets 183 483 171 549
Depreciation and amortisation of non-financial
assets (20 590) (14 212)
Profit from operations 162 893 157 337
Finance income 26 088 17 303
Finance expenses (10 380) (11 275)
Profit before income tax 178 601 163 365
Income tax expense (47 816) (45 412)
Profit for the year 130 785 117 953
Profit for the year attributable to:
Ordinary shareholders of ELB 102 379 95 255
Non-controlling interests in consolidated
entities 28 406 22 698
130 785 117 953
CALCULATION OF GROUP HEADLINE EARNINGS
Reviewed Audited
Year Year
ended ended
30 June 2014 30 June 2013
R 000 R 000
Profit attributable to ordinary shareholders of
ELB from the statement of profit or loss 102 379 95 255
Deduct: Items excluded from headline earnings
as detailed below: 268 233
Plant and equipment:
Profit on disposal 485 405
Income tax on profit on disposal (131) (110)
Non-controlling interests in profit on disposal (86) (62)
Headline earnings 102 111 95 022
Weighted average number of ordinary shares
(excluding treasury shares) on which basic
earnings per ordinary share are based (000's) 26 723 25 396
Earnings per ordinary share (cents)
- basic 383.1 375.1
- diluted 378.9 365.2
Headline earnings per ordinary share (cents)
- basic 382.1 374.2
- diluted 378.0 364.3
Dividends declared for the year per ordinary
share (cents) 95 85
GROUP STATEMENT OF COMPREHENSIVE INCOME
Reviewed Audited
Year Year
ended ended
30 June 2014 30 June 2013
R 000 R 000
Profit for the year from the statement of
profit or loss 130 785 117 953
Other comprehensive income 11 189 19 691
Items that may be reclassified subsequently to
profit or loss
Foreign currency translation reserve
adjustments attributable to ordinary
shareholders of ELB 17 284 13 143
Income tax effect of foreign currency
translation reserve adjustments attributable to
ordinary shareholders of ELB (2 576) (1 592)
Items that will not be reclassified to profit
or loss
Non-controlling interests in foreign currency
translation reserve adjustments 3 051 2 320
Foreign currency translation adjustments to
foreign non-controlling interests 2 609 1 476
Pension fund employer surplus account
remeasurements (12 648) 6 024
Aeroplane revaluation surplus increase 531 401
Income tax effect of items that will not be
reclassified to profit or loss 2 938 (2 081)
Total comprehensive income for the year 141 974 137 644
Total comprehensive income for the year
attributable to:
Ordinary shareholders of ELB 108 306 111 388
Non-controlling interests in consolidated
entities 33 668 26 256
141 974 137 644
GROUP STATEMENT OF CHANGES IN EQUITY
Attributable to ordinary shareholders of ELB
Issued Treasury Retained
capital shares Reserves earnings Total
R 000 R 000 R 000 R 000 R 000
Balance at 30 June 2012 -
Audited 25 192 (52 684) 37 077 494 015 503 600
Total comprehensive income
for the year 11 796 99 592 111 388
Profit for the year 95 255 95 255
Other comprehensive income 11 796 4 337 16 133
Ordinary dividends paid (19 528) (19 528)
non-controlling interests
in distributions by a
consolidated group entity
Increase in share options
reserve 1 510 1 510
Transfer from share options
reserve to retained
earnings for share options
exercised and fully paid,
and for share options
lapsed through attrition (949) 949 -
Redundant items in the
foreign currency
translation reserve
transferred to retained
earnings 2 336 (2 336) -
Decrease in the carrying
amount of treasury shares
held by group entities 4 119 4 119
Preference shares redeemed
for cash
Balance at 30 June 2013 -
Audited 25 192 (48 565) 51 770 572 692 601 089
Total comprehensive income
for the year 15 033 93 273 108 306
Profit for the year 102 379 102 379
Other comprehensive income 15 033 (9 106) 5 927
Ordinary dividends paid (23 373) (23 373)
non-controlling interests
in distributions by a
consolidated group entity
Increase in share options
reserve 201 201
Transfer from share options
reserve to retained
earnings for share options
exercised and fully paid,
and for share options
lapsed through attrition (4 555) 4 555 -
Item restored to the
foreign currency
translation reserve from
retained earnings 3 541 (3 541) -
Decrease in the carrying
amount of treasury shares
held by group entities 10 579 10 579
Ordinary shares issued 82 510 82 510
non-controlling interest
acquired
Balance at 30 June 2014 -
Reviewed 107 702 (37 986) 65 990 643 606 779 312
Non-
Attributable to controlling
ordinary interests
shareholders Pref- in consol-
of ELB erence idated Total
Total shares entities equity
R 000 R 000 R 000 R 000
Balance at 30 June 2012 -
Audited 503 600 8 87 940 591 548
Total comprehensive income
for the year 111 388 26 256 137 644
Profit for the year 95 255 22 698 117 953
Other comprehensive income 16 133 3 558 19 691
Ordinary dividends paid (19 528) (861) (20 389)
Non-controlling interests
in distributions by a
consolidated group entity (75) (75)
Increase in share options
reserve 1 510 266 1 776
Transfer from share
options reserve to
retained earnings for
share options exercised
and fully paid, and for
share options lapsed
through attrition - - -
Redundant items in the
foreign currency
translation reserve
transferred to retained
earnings - - -
Decrease in the carrying
amount of treasury shares
held by group entities 4 119 4 119
Preference shares redeemed
for cash (8) (8)
Balance at 30 June 2013 -
Audited 601 089 - 113 526 714 615
Total comprehensive income
for the year 108 306 33 668 141 974
Profit for the year 102 379 28 406 130 785
Other comprehensive income 5 927 5 262 11 189
Ordinary dividends paid (23 373) (5 402) (28 775)
Non-controlling interests
in distributions by a
consolidated group entity (4 496) (4 496)
Increase in share options
reserve 201 35 236
Transfer from share - - -
options reserve to
retained earnings for
share options exercised
and fully paid, and for
share options lapsed
through attrition - - -
Item restored to the
foreign currency
translation reserve from
retained earnings - - -
Decrease in the carrying
amount of treasury shares
held by group entities 10 579 41 10 620
Ordinary shares issued 82 510 82 510
Non-controlling interest
acquired (3 504) (3 504)
Balance at 30 June 2014 -
Reviewed 779 312 - 133 868 913 180
GROUP CASH FLOW STATEMENT
Reviewed Audited
Year Year
ended ended
30 June 30 June
2014 2013
R 000 R 000
Cash inflow/(outflow) from operating activities
before dividends and distributions paid 13 960 (15 153)
Dividends and distributions paid (33 271) (20 464)
Cash outflow from operating activities (19 311) (35 617)
Cash outflow from investment activities (28 931) (17 111)
Cash inflow from financing activities 7 169 18 665
Cash outflow for the year (41 073) (34 063)
Foreign currency exchange and translation
adjustments to cash and cash equivalents 16 944 15 179
Decrease in cash and cash equivalents (24 129) (18 884)
Cash and cash equivalents at the beginning of
the year 470 506 489 390
Cash and cash equivalents of business
combination at acquisition (23 585) -
Cash and cash equivalents at the end of the
year 422 792 470 506
SEGMENT INFORMATION
Engineering
Equipment Services
Total Africa Africa Australasia Other
R 000 R 000 R 000 R 000 R 000
Reviewed
Year ended 30 June
2014
Sales
External to the
Group 2 349 282 658 927 1 344 451 345 895 9
Inter segment 732 713 - - 19
Inter segment
elimination (732) - - - (732)
As reported in
profit or loss 2 349 282 659 640 1 344 451 345 895 (704)
Profit before income tax 178 601 45 780 123 114 26 224 (16 517)
Profit for the year 130 785 32 817 92 088 20 682 (14 802)
Profit attributable
to ordinary
shareholders of ELB 102 379 28 092 71 792 14 320 (11 825)
Assets 2 002 968 775 958 851 467 378 511 (2 968)
Liabilities 1 089 788 402 532 593 010 132 825 (38 579)
Audited
Year ended 30 June
2013
Sales
External to the
Group 1 984 597 732 550 889 093 362 942 12
Inter segment 28 990 28 990 - - -
Inter segment
elimination (28 990) - - - (28 990)
As reported in
profit or loss 1 984 597 761 540 889 093 362 942 (28 978)
Profit before tax 163 365 71 050 77 063 26 317 (11 065)
Profit for the year 117 953 51 022 55 315 20 791 (9 175)
Profit attributable
to ordinary
shareholders of ELB 95 255 43 369 43 503 14 297 (5 914)
Assets 1 625 010 773 757 533 801 329 083 (11 631)
Liabilities 910 395 415 730 399 105 117 502 (21 942)
NOTES
Acquisition of subsidiary
On 22 April 2014 the Group acquired 100% of the shares in B&W
Instrumentation and Electrical Limited ('B&W') and as a result obtained
control of the B&W Group.
In the two months to 30 June 2014, B&W contributed revenue of R78 million
and profit of R10 million to ELB's group results. If the acquisition had
occurred on 1 July 2013, management estimates that the ELB group
consolidated revenue would have been R2 707 million and the ELB group
consolidated profit for the year would have been R41 million, which is after
post-tax adjustments of R58 million that arose on the alignment of B&W's
accounting policies to those of ELB's and other fair value adjustments on
acquisition of the B&W net assets.
a. Consideration transferred
The acquisition date fair value of the consideration transferred was one
fully paid up ELB Group ordinary share issued for every 108 B&W ordinary
shares held amounting to R82 million, being 1 964 527 ordinary shares at the
fair value of R42,00, being the market price of an ELB Group ordinary share
on 22 April 2014, the effective date of the acquisition, less the 72 176
ordinary shares issued to the B&W Share Purchase Scheme Trust at the fair
value of R42,00 per ordinary share which are debited to treasury shares,
amounting to R3 million.
b. Acquisition related costs
Acquisition related costs of R3,0 million relating to external legal fees,
advisor, JSE and due diligence costs were incurred. These costs were
included in ‘Operating costs excluding depreciation and amortisation' in the
B&W profit or loss prior to the effective acquisition date and R0,2 million
was included in the ELB Group statement of profit or loss for the year.
c. Identifiable assets acquired and liabilities assumed
The following table summarises the recognised amounts of assets acquired and
liabilities assumed at the date of acquisition:
R 000
Property, plant and equipment 19 493
Goodwill 7 368
Intangible assets 12 323
Deferred tax 49 140
Inventories and work in progress 51 967
Trade and other receivables 43 327
Cash and cash equivalents 2 799
Non-controlling interest 3 504
Trade and other payables (86 276)
Onerous contracts (3 197)
Bank overdraft (26 384)
Total identifiable net assets acquired 74 064
d. Fair value of intangible assets and onerous contracts
The fair value determination of contracts acquired was based on future
contract revenue and contract profits. Net cash flows arising from these
contracts, net of contributory asset charges, were discounted at a Weighted
Average Cost of Capital ('WACC') rate of 21,43% over the lives of the
contracts to determine a net present value of future profits. Onerous
contracts were recognised in respect of all loss making contracts.
The fair value determination of the brand name acquired was based on future
revenue and the application of a royalty rate of 1%. The net cash flows
arising from the revenue royalty were discounted at a WACC rate of 21,43%
over the future revenue period to determine the net present value of the
royalty based brand value.
e. Goodwill
R 000
Goodwill arising from the acquisition has been
recognised as follows:
Total net consideration transferred 79 479
Total identifiable net assets acquired (74 064)
Goodwill 5 415
The goodwill is attributable mainly to the skills and technical talent of
B&W's work force, and the synergies expected to be achieved from integrating
the company into the Group's existing business. None of the goodwill
recognised is expected to be deductible for tax purposes.
Capital expenditure incurred and future commitments
Other capital expenditure of R29 million was incurred during the year
primarily on property, plant and equipment.
At 30 June 2014 there was a capital expenditure commitment of R5 million for
the acquisition of an additional property. At 30 June 2013 there were
capital expenditure commitments of R4 million.
The commitment will be funded from a combination of planned and existing
mortgage bond facilities available to the Group and from the Group's cash
and cash equivalents.
Contingent liabilities
A Group entity has issued a guarantee of R0,8 million in favour of a raw
material supplier to a company which was previously part of the Group and
has now been sold. The guarantee is cancellable by three calendar months
notice. A financial guarantee liability with a carrying amount of R16 000 at
30 June 2014 is carried in respect of the guarantee.
ELB Engineering Services operates in the engineering contracting business
and is exposed to the risks associated with engineering contracts. These
risks are managed on the basis of limited liability and appropriate
insurances.
All known liabilities of the Group at the balance sheet date have been
accrued.
FINAL CASH DIVIDEND DECLARATION
ORDINARY DIVIDEND NUMBER 133
The directors have declared a final cash dividend of 67 cents per share on
the Company's ordinary shares for the year ended 30 June 2014. The following
additional information is given in respect of the dividend:
- the dividend has been declared out of income reserves
- the South African dividend tax rate is 15%
- there are no secondary tax on companies (STC) credits utilised
- ELB Group Limited's income tax reference number is: 9275151711
- The gross dividend is 67 cents per ordinary share for ordinary
shareholders exempt from the dividend tax
- The net dividend is 56,95 cents per ordinary share for ordinary
shareholders liable to pay the dividend tax
- ELB Group Limited has 35 824 527 ordinary shares in issue, of which
7 254 207 were treasury shares at the year end
The salient dates in respect of the dividend are:
Last day to trade cum dividend Friday, 17 October 2014
Shares commence trading ex dividend Monday, 20 October 2014
Record date Friday, 24 October 2014
Date of payment Monday, 27 October 2014
Shares may not be dematerialised or rematerialised between Monday,
20 October 2014, and Friday, 24 October 2014, both dates inclusive.
By order of the Board
Elbex (Pty) Ltd Boksburg
Company secretary 18 September 2014
Preparation of the reviewed group condensed provisional report
The preparation of the reviewed group condensed provisional report was
supervised by the group financial director, Michael Easter CA(SA).
DIRECTORS
AG Fletcher (chairman) Dr SJ Meijers (group chief executive and chief
executive - ELB Engineering Services) PJ Blunden (chief executive - ELB
Equipment) MC Easter (group financial director) T de Bruyn* Dr JP Herselman*
MV Ramollo CJ Smith (alternate) IAR Thomson*
*Non-executive
Registered office Share transfer Sponsor
secretaries
14 Atlas Road Computershare Investor Rand Merchant Bank (a
Anderbolt Services(Pty) Ltd division of FirstRand Bank
Boksburg 70 Marshall Street Limited)
1459 Johannesburg 1 Merchant Place
2001 cnr Fredman Drive and Rivonia
(PO Box 61051, Road
Marshalltown, Sandton
2107) 2196
COMPANY SECRETARY
Elbex (Pty) Ltd
POSTAL ADDRESS: PO Box 565, Boksburg, 1460
WEBSITE: www.elb.co.za
TELEPHONE: +27 11 306 0700
RELEASE DATE
The reviewed group condensed provisional report was released on 19 September 2014.
Date: 19/09/2014 01:51:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.