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Termination of existing Adcock BEE transaction, implementation of a new BEE transaction and withdrawal of cautionary
Adcock Ingram Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2007/016236/06)
Share code: AIP ISIN: ZAE000123436
(“Adcock” or “the Company”)
Termination of the existing Adcock BEE transaction, implementation of a new BEE transaction
and withdrawal of cautionary announcement
1. Introduction
Adcock ordinary shareholders are referred to the announcements by The Bidvest Group Limited
(“Bidvest”) and Adcock each released on the Stock Exchange News Service (“SENS”) of the JSE
Limited (“JSE”) on 23 February 2015 detailing Bidvest’s proposed offer to acquire 100% of the total
issued Adcock ordinary shares (excluding treasury shares) (“Bidvest Offer”), the proposed
termination by Adcock of the existing black economic empowerment (“BEE”) transaction
(“Existing Adcock BEE Transaction”) and the proposed creation of a new Adcock BEE
transaction (“New Adcock BEE Transaction”).
On 20 March 2015, Bidvest issued an offer document to Adcock ordinary shareholders (“Bidvest
Offer Circular”) wherein it made an offer for all the issued Adcock ordinary shares (excluding
treasury shares) not already held by Bidvest. The Adcock independent board responded to the
Bidvest Offer in a document distributed to Adcock ordinary shareholders on 20 April 2015. The
Bidvest Offer, to which the closing date for acceptances was initially on 8 May 2015, has been
extended to 15 May 2015.
The Company is in the process of preparing the Adcock scheme document (“Scheme Circular”)
and the AdBEE (detailed in paragraph 3.4) placement document (“AdBEE Placement Document”)
which will set out details regarding the termination of the Existing Adcock BEE transaction and New
Adcock BEE Transaction and which is intended to be distributed to Adcock ordinary shareholders
during or about the week commencing on 25 May 2015.
Status of announcement and disclaimer
In light of the fact that the Bidvest Offer will close on 15 May 2015, which is prior to the posting of
the Scheme Circular and the AdBEE Placement Document, the Company wishes to release this
voluntary announcement setting out certain salient details of the termination of the Existing Adcock
BEE Transaction and the proposed creation of the New Adcock BEE Transaction, including the
financial effects thereof as set out in paragraph 5 below.
Adcock ordinary shareholders must take note that this announcement does not contain the full and
final details regarding the termination of the Existing Adcock BEE Transaction and the proposed
creation of the New Adcock BEE Transaction and the announcement therefore cannot be regarded
or relied upon as a substitute for the full Scheme Circular and the AdBEE Placement Document
which will be released in due course. Whilst the Company intends to post these documents during
or about the week commencing 25 May 2015 it cannot guarantee it will meet this timing (if
circumstances arise which are beyond its control) nor that the transaction, if proposed, will be
approved by shareholders. Adcock ordinary shareholders must accordingly not rely on this
announcement in assessing the termination of the Existing Adcock BEE Transaction and the New
Adcock BEE Transaction but should rather consider the full Scheme Document and AdBEE Placing
Document when distributed in due course.
2. Termination of the Existing Adcock BEE Transaction
2.1 Details of the termination of the Existing Adcock BEE Transaction
The Adcock board of directors (“the Board”) has resolved, subject to shareholder approval, to
terminate the Existing Adcock BEE Transaction, which will require the Company to repurchase
the Adcock “A” ordinary shares (“A Shares”) and the Adcock “B” ordinary shares (“B
Shares”) (collectively the “Repurchase”), and to replace it with a new, more sustainable BEE
ownership transaction, by way of the New Adcock BEE Transaction, and in accordance with
the terms set out in paragraph 3 below.
As part of the termination of the Existing Adcock BEE Transaction, Bidvest wishes to acquire
2 571 000 Adcock ordinary shares (the “Dividend Shares”), representing c.1.5% of the total
issued Adcock ordinary shares, from Blue Falcon Trading 69 Proprietary Limited (“Blue
Falcon”) and Mpho ea Bophelo Trust (“Bophelo Trust”) which Dividend Shares were
acquired using the dividends earned through the Existing Adcock BEE Transaction. The Board
has agreed to release the Dividend Shares so that they may be sold to Bidvest, subject to the
fulfilment of the following conditions precedent:
- that Bidvest makes an offer at the same price (R52 per Adcock ordinary share) to all
Adcock ordinary shareholders. Bidvest has subsequently made such offer to the
holders of all Adcock ordinary shares (other than the holders of treasury shares), as
set out in the Bidvest Offer Circular, issued to Adcock shareholders on Friday, 20
March 2015;
- that Adcock ordinary shareholders approve the termination of the Existing Adcock
BEE Transaction in order to enable the Dividend Shares to be released from the
relevant restrictions under the Existing Adcock BEE Transaction; and
- the approval of the New Adcock BEE Transaction by Adcock ordinary shareholders by
way of a scheme of arrangement as further set out in paragraph 3 below.
In order to give effect to the Repurchase and pursuant to the termination of the Existing
Adcock BEE Transaction, Blue Falcon and Bophelo Trust have each entered into agreements
with the Company, in terms of which Adcock will repurchase all of the “A” Shares in issue from
Blue Falcon and all of the “B” Shares in issue from Bophelo Trust at a nominal price, which
agreements will take effect after the implementation of the New Adcock BEE Transaction
(collectively the “Repurchase Agreements”).
As the Repurchase constitutes in excess of 5% of each of the issued “A” Shares and “B”
Shares, the provisions of sections 114 and 115 of the Companies Act, 71 of 2008
(“Companies Act”) relating to Schemes of arrangement would apply to the Repurchase.
Given that there is only one holder of “A” Shares and only one holder of “B” Shares, and that
the “A” Shares and “B” Shares are to be repurchased at a nominal price, the Company on the
one hand and Blue Falcon and Bophelo Trust on the other hand have each agreed to waive
the provisions of section 114 and 115 of the Companies Act, which waivers contained in the
Repurchase Agreements, have been approved by the Takeover Regulations Panel (“TRP”).
As set out above the release of the Dividend Shares is conditional upon the approval of the
Adcock ordinary shareholders thereof and the concomitant termination of the Existing Adcock
BEE Transaction.
In terms of the Repurchase Agreements, Blue Falcon and Bophelo Trust have also
undertaken not to vote their “A” Shares and “B” Shares respectively, at the general meeting
and the scheme meeting.
2.2 Conditions precedent to the termination of the Existing Adcock BEE Transaction
The termination of the Existing Adcock BEE Transaction is subject to the fulfillment of the
following conditions precedent:
- the requisite regulatory approvals and/or consents and/or rulings as may be required
including from the JSE and the TRP;
- the approval of the New Adcock BEE Transaction by Adcock ordinary shareholders by
way of a scheme of arrangement as further set out in paragraph 3 below; and
- the approval of the termination of the Existing Adcock BEE Transaction by Adcock
ordinary shareholders.
3. The New Adcock BEE Transaction
3.1 Rationale and objective for the New Adcock BEE Transaction
The Board has resolved to replace the Existing Adcock BEE Transaction with the New Adcock
BEE Transaction, in order to create a more sustainable BEE transaction.
The objective of the New Adcock BEE Transaction is to procure that Ad-izinyosi (RF)
Proprietary Limited (“Ad-izinyosi”) (Ad-izinyosi is a shelf company currently known as Friedshelf 1652
Proprietary Limited (registration number 2015/066155/07) and is in the course of changing its name),
a new broad-based black empowerment entity established for the sole purpose of owning Adcock ordinary shares
as part of the New Adcock BEE Transaction, will become the beneficial holder of between 25 718 428 and 51 436 856
Adcock ordinary shares, representing between 15% and 30% of the total issued Adcock
ordinary shares, excluding treasury shares.
3.2 Salient features of the New Adcock BEE Transaction
The Board will, subject to the fulfillment of certain conditions precedent (set out in paragraph
3.6), propose a scheme of arrangement in terms of section 114 of the Companies Act between
Adcock and its shareholders, to which Ad-izinyosi and AdBEE are parties (“the Scheme”). In
terms of the Scheme, Ad-izinyosi will, with effect from or about June 2015, acquire between
15% and 30% of the issued ordinary share capital of Adcock (“Scheme Shares”), from all the
Adcock ordinary shareholders (“Scheme Participants”). Should the Scheme be
implemented, the Scheme Participants will be required to dispose of, at their own election, a
minimum of 15% and up to, at their election, a maximum of 30% of their Adcock ordinary
shares in exchange for securities (the “AdBEE Securities”) in AdBEE (RF) Limited (AdBEE is a shelf
company currently known as Friedshelf 1651 Proprietary Limited (registration number
2015/054070/07) and is in the course of changing its name and converting to a public company)
(“AdBEE”) (“Scheme Consideration”). The Scheme Shares will be acquired by Ad-izinyosi
on the basis that they will not be entitled to participate in any normal and ordinary dividend distributions
(“Dividend Distributions”) during the transaction period but will be entitled to any other distributions
(being any distributions other than Dividend Distributions) (“Specified Distributions”), which Specified
Distributions will be deemed, during the transaction period, to have been renounced by Ad-izinyosi in favour of
AdBEE which will, in turn, onward renounce them to the securities holders. The maximum and minimum prices
(detailed below) will be adjusted downwards on a rand-for-rand basis per Scheme Share by the amount of a
Specified Distribution per Adcock share received by a securities holder (and if the distribution is in
specie the value of the assets so distributed shall be determined by the auditors).
As a further term of the Scheme, Adcock will grant the right to all Scheme Participants to
acquire in aggregate 8 million new Adcock ordinary shares (“Adcock Options”) at a strike
price of R72 per Adcock Option at a specified future date, in or about June 2019 (European
option). The Adcock Options will be issued to Scheme Participants in proportion to their
Adcock ordinary shares disposed of in terms of the Scheme.
As part of the New Adcock BEE Transaction Ad-izinyosi shall be deemed to have delegated
the obligation by Ad-izinyosi to the Scheme Participants to deliver one AdBEE Security for
each Scheme Share given up by the Scheme Participants (“Ad-izinyosi Obligation”), to
AdBEE in exchange for the obligation by Ad-izinyosi to pay AdBEE a calculated value per
Scheme Share at a specified future date, in or about June 2019 (“Ad-izinyosi
Indebtedness”). Ad-izinyosi will secure the Ad-izinyosi Indebtedness by the pledge of the
Scheme Shares to AdBEE. As a result if, prior to the specified future date, Ad-izinyosi is
wound up or liquidated or deregistered and/or if it effectively loses its BEE status (and fails to
timeously restore its BEE status) and/or if it breaches any provisions of a relationship
agreement (to be entered into between Adcock, Ad-izinyosi and its shareholders (the
“Relationship Agreement”) and fails to timeously remedy such breach, AdBEE will be entitled
to realise its security under the pledge which has to be used by AdBEE to settle the AdBEE
Securities.
The Scheme Consideration to be discharged at a specified future date, in or about June 2019
(“Specified Date”), will be determined with reference to the rolling 30-day traded volume
weighted average price per Adcock ordinary share traded on the JSE immediately prior to this
date, with a minimum price of R52 and a maximum price of R72 per Adcock ordinary share.
The Specified Date may be extended by one year if the board of directors of AdBEE elects to
do so and such extension is approved by Ad-izinyosi and by AdBEE Securities holders holding
not less than 75% by market value.
On the Specified Date, Ad-izinyosi will settle the Scheme Consideration to AdBEE for the
benefit of the registered AdBEE Securities holders at that time, either by cash or through the
return of the relevant number of Scheme Shares or a combination thereof. Any Scheme
Shares owned by Ad-izinyosi after settlement of the Ad-izinyosi Indebtedness and thus the
Scheme Consideration will be held for a further period of at least 4 years.
Provision will be made in terms of the Scheme to take account of material adverse market
conditions to protect the interests of Adcock, AdBEE and Ad-izinyosi shareholders, in that, in
the event the Adcock share price drops below R36 (adjusted downwards for Specified
Distributions and increases in share capital) the New Adcock BEE Transaction will be
unwound, unless such unwind is waived by the AdBEE board of directors.
As part of their commitment to Adcock, Blue Falcon and the Bophelo Trust will contribute
meaningful capital (in the order of 15% of the net proceeds received from the disposal of the
Dividend Shares referred to in paragraph 2.1) as shareholders in Ad-izinyosi. Other
shareholders of Ad-izinyosi will include CIH Projects Proprietary Limited, a subsidiary of
Community Investment Holdings Proprietary Limited (“CIH”) and the BDH Group Proprietary
Limited (“BDH Group”).
3.3 Details of Ad-izinyosi shareholders
3.3.1 Blue Falcon
Blue Falcon comprises Kagiso Tiso Holdings, Kurisani and Mookodi:
- Kagiso Tiso Holdings (“KTH”) is a South African based black-owned and
managed investment holding company with investment platforms in key growth
areas, particularly in media, and information and communications technology,
healthcare and financial services, in South Africa and across Africa. KTH’s key
shareholders include two charitable institutions, namely Kagiso Trust and Tiso
Foundation, and two South African investment companies, namely Tiso
Investment Holdings and Remgro. KTH is entitled to invest directly in Blue
Falcon, alternatively it may nominate one of its affiliates or another
empowerment entity approved of by Adcock with no lesser empowerment
credentials than KTH to invest;
- Kurisani, the investment arm of loveLife, is a broad-based empowerment trust
which benefits loveLife and specifically the previously disadvantaged youth
passing through its programmes. loveLife is South Africa’s national HIV / AIDS
prevention campaign for young people and provides services and outreach
programmes to protect and develop young people across South Africa; and
- Mookodi has been established as an investment vehicle whose beneficiaries are
more than 100 black medical doctors and other medical professionals.
3.3.2 Bophelo Trust
The Bophelo Trust is a broad-based employee share ownership scheme whose
beneficiaries comprise qualifying Adcock employees.
3.3.3 BDH Group
The BDH Group was established in 1992. It is a black-owned investment holdings
company which has investments in a variety of industries, including information and
communications technology, management consulting, and retail operations.
3.3.4 CIH
CIH was established in 1995 by Dr Anna Mokgokong and Mr Joe Madungandaba. It
is the largest fully compliant BEE company operating in South Africa’s
pharmaceutical sector. The company is 100% black-owned, with operations in
South Africa and sub-Saharan Africa, has a proven track record and holds
significant interests in the Healthcare, Technology & Telecommunication, Logistics,
Mining, and Power and Energy sectors.
3.4 AdBEE
AdBEE has been established for the specific purpose of issuing the AdBEE Securities to the
Scheme Participants. The AdBEE Securities will be listed on the main board of the JSE as an
asset backed security in the specialist securities – "asset backed securities" under the name
"ADE".
.
The proposed board of AdBEE comprises three directors, namely Mr Raphiri, Mr Makwana
and Dr Lesoli who are all independent non-executive directors of Adcock.
The only ordinary shareholder of AdBEE is Friedshelf 1653 Proprietary Limited, which in turn
has issued one ordinary share to a director of Edward Nathan Sonnenbergs Incorporated,
Michael Katz. In view of the structure of AdBEE and since AdBEE will have no assets, other
than the Ad-izinyosi Indebtedness which it will have to use to settle the AdBEE Securities,
there is no possibility of the issued share in AdBEE ever being worth more than the nominal
value thereof. In addition, one redeemable preference share has been issued to Ad-izinyosi for
the purposes of enforcing the restrictive conditions imposed on it as contemplated in the
section 15(2) of the Companies Act. The redeemable preference share is entitled only to a
dividend of R1 in each year and will be redeemed at R1. Ad-izinyosi shall not be entitled to
transfer the preference share. The preference share is not entitled to any vote, except in
limited circumstances including where a resolution is proposed for a distribution of any nature
to its ordinary shareholders other than as contemplated in the New Adcock BEE Transaction
or the preference dividend or any redemption payment remains in arrears.
AdBEE is subject to a restrictive condition pursuant to section 15(2) of the Companies Act that
it shall not undertake any transactions of any nature whatsoever, other than:
- the participation in the New Adcock BEE Transaction, including the assumption, by
way of a delegation from Ad-izinyosi of the Ad-izinyosi Obligation, in consideration of
the Ad-izinyosi Indebtedness;
- the enforcement of the Ad-izinyosi Indebtedness;
- the settlement of the AdBEE Securities;
- the creation, issue and listing of the AdBEE Securities on the JSE;
- the enforcement of any guarantee for costs; and
- compliance with its statutory and common law obligations.
The restrictive condition shall be capable of amendment only by the passing and registration
of a special resolution after obtaining the requisite approval of the JSE.
3.5 Irrevocable undertakings
The Bidvest Group Limited has irrevocably undertaken to vote the Adcock ordinary shares
under its control at the time of the meetings in favour of the resolutions required to effect the
termination of the Existing Adcock BEE Transaction and the implementation of the New
Adcock BEE Transaction.
3.6 Conditions precedent to the New Adcock BEE Transaction
The New Adcock BEE Transaction is subject to the fulfilment or waiver, if applicable, of
various suspensive conditions before it becomes operative. These conditions are:
3.6.1 in accordance with the requirements of section 114 of the Companies Act by no later
than 31 August 2015:
3.6.1.1 Approval of the Scheme
the approval of the New Adcock BEE Transaction resolution at Scheme
meeting in terms of the Companies Act and, if the provisions of section
115(2)(c) of the Companies Act become applicable:
3.6.1.1.1.1 the approval of the New Adcock BEE Transaction by the High
Court; and
3.6.1.1.1.2 if applicable, Adcock not treating the New Adcock BEE Transaction
resolution as a nullity as contemplated in section 115(5)(b) of the
Companies Act; and
3.6.1.2 Dissenting Shareholders
If there are objections by Adcock ordinary shareholders to the New Adcock
BEE Transaction, then either:
3.6.1.2.1 the number of Adcock ordinary shareholders that give notice
objecting to the New Adcock BEE Transaction as contemplated in
section 164(3) of the Companies Act and vote against the New
Adcock BEE Transaction resolution at the general meeting does not
exceed more than 5% of all of the Adcock ordinary shares; or
3.6.1.2.2 if it does (i.e. the number of Adcock ordinary shareholders that give
notice objecting to the New Adcock BEE Transaction and vote
against the New Adcock BEE Transaction resolution at the Scheme
exceeds 5% of all the Adcock ordinary shares), such shareholders
have not exercised appraisal rights by giving valid demands in terms
of sections 164(5) to 164(8) of the Companies Act, in respect of more
than 5% of all of the Adcock ordinary shares within 30 business days
following the Scheme meeting;
the suspensive condition in this paragraph 3.6.1.2 shall be capable of being
waived in whole or in part in by Adcock in writing;
3.6.2 the adoption by Adcock ordinary shareholders of the resolutions proposed at the
general meeting relating to the termination of the Existing Adcock BEE Transaction
to be held immediately prior to the meeting relating to the New Adcock BEE
Transaction;
3.6.3 the granting of a listing by the JSE of the AdBEE Securities, the Adcock Options and
the Adcock ordinary shares that are the subject of the Adcock Options;
3.6.4 any other regulatory approvals, consents or rulings necessary to implement the New
Adcock BEE Transaction being obtained in unqualified form, including but not limited
to approvals, consents and/or rulings from the JSE, the TRP, and the Financial
Surveillance Department of the South African Reserve Bank; and
3.6.5 the signing of the relationship agreement to be entered into between Adcock, Ad-
izinyosi and the Ad-izinyosi shareholders.
3.7 Independent expert opinion
Adcock has appointed PSG Capital Proprietary Limited (the “Independent Expert”) to
evaluate the terms and conditions of the Scheme in accordance with section 114(3) of the
Companies Act and Regulation 90 of the Companies Regulations. The Independent Expert is
of the opinion that the terms and conditions of the Scheme are fair and reasonable to Adcock
ordinary shareholders.
3.8 Board opinion
The Board, taking into account the opinion of the Independent Expert, is of the view that the
Scheme is fair and reasonable to Adcock ordinary shareholders.
4. Taxation
No attempt is made in this announcement to analyse the tax consequences of the termination of the
Existing Adcock BEE Transaction and the implementation of the New Adcock BEE Transaction, nor
the impact of these transactions on Adcock ordinary shareholders. Accordingly Adcock ordinary
shareholders are advised to obtain their own tax advice in order to assess the tax consequences
arising from the termination of the Existing BEE Transaction and the implementation of the New
Adcock BEE Transaction.
5. Pro forma financial effects
The table below sets out the unaudited pro forma financial effects of the termination of the Existing
Adcock BEE Transaction and the implementation of the New Adcock BEE Transaction on earnings
per share (“EPS”), headline EPS and net tangible asset value (“NTAV”) per share based on the
unaudited results of Adcock for the six-month period ended 31 December 2014.
The unaudited pro forma financial effects are the responsibility of the Board and have been
prepared for illustrative purposes only to provide information about how the termination of the
Existing Adcock BEE Transaction and the implementation of the New Adcock BEE Transaction may
have impacted Adcock ordinary shareholders on the relevant reporting date and because of its
nature may not give a fair reflection of the Company’s financial position, changes in equity, results
of operations or cash flows after termination of the Existing Adcock BEE Transaction and the
implementation of the New Adcock BEE or of the Company’s future earnings.
The table below sets out the pro forma financial effects of the termination of the Existing Adcock
BEE Transaction and the implementation of the New Adcock BEE Transaction.
Published Pro forma (Decrease)/
Before After Increase
6 months 6 months
ended 31 ended 31
December December
2014 2014
Basic earnings per share (cents) 84.1 42.9 (41.2)
Headline earnings per share (cents) 83.8 42.6 (41.2)
Distribution per share (cents) - - -
Net tangible asset value per share (cents) 1,246.7 1,267.0 20.3
Number of shares in issue ('000) 168,852 171,423 2,571
Weighted average number of shares 168,795 171,366 2,571
('000)
The "Pro forma after" column assumes that:
a) The termination of the Existing BEE Transaction and the implementation of the New Adcock
BEE Transaction had been implemented with effect from 1 July 2014;
b) The 8 million Adcock Options granted to Adcock ordinary shareholders were in issue since
1 July 2014 and will be regarded as dilutive instruments for the calculation of DEPS and DHEPS.
No adjustment reflecting the cash inflow of R576 million, once the Adcock Options are exercised
is included, since the Adcock Options will only be capable of being exercised in approximately 4
years’ time;
c) The net tangible asset value calculation is effective as at 31 December 2014;
d) Once-off transaction costs amounting to R11.0 million before tax will be incurred to terminate the
Existing Adcock BEE Transaction and implement the New Adcock BEE Transaction;
e) A non-tax deductible once-off adjustment of R12.8 million representing the acceleration of the
IFRS 2 Share based payment charge relating to the termination of the Existing Adcock BEE
Transaction;
f) A non-tax deductible once-off adjustment of R47.7 million representing the IFRS 2 Share based
payment charge in relation to the 8 million Adcock Options issued under the scheme which was
valued at R5.96 per option;
g) Blue Falcon Trading 69 Proprietary Limited is deconsolidated; and
h) The buy-back of the "A" and "B" ordinary shares at nominal value and the purchase of the
Dividend Shares by Bidvest impact shares in issue and treasury shares.
6. Posting of AdBEE Placement Document and the Scheme Circular
Adcock ordinary shareholders are advised that Adcock intends to post the AdBEE Placement
Document, setting out the details relating to the listing of the AdBEE Securities, and the Scheme
Circular to Adcock ordinary shareholders during or about the week commencing on 25 May 2015.
7. Withdrawal of cautionary announcement
Following the release of certain of the salient terms of the termination of the Existing Adcock BEE
Transaction and the proposed creation of the New Adcock BEE Transaction (including the issue of
the Adcock Options) together with the related pro forma financial effects, Adcock ordinary
shareholders are advised that the cautionary announcement is hereby withdrawn. Accordingly,
Adcock ordinary shareholders are no longer required to exercise caution when dealing in their
Adcock ordinary shares.
Johannesburg
13 May 2015
Investment Bank, Financial Advisor and Transaction Sponsor to Adcock
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal Advisor to Adcock
Edward Nathan Sonnenbergs Inc.
Joint Legal Advisor to Adcock on the termination of the Existing Adcock BEE Transaction
and Legal Advisor to The Bophelo Trust
Fluxmans Inc.
Independent Expert to Adcock
PSG Capital
Date: 13/05/2015 05:43:00 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.
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