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Summarised annual results for the year ended 31 December 2015
MTN Zakhele (RF) Limited
Company registration number : 2010/004693/06
JSE share code : MTNZBE
ISIN : ZAE000208526
Summarised Annual Results for the year ended 31 December 2015
A statement from the chairperson
for the year ended 31 December 2015
In 2015, MTN Zakhele (RF) Limited (MTN Zakhele or the Company) continued to deliver on its efforts to bring previously
disadvantaged South Africans into the economic mainstream with the listing of its shares on the Johannesburg Stock
Exchange (JSE), while continuing to decrease its debt.
Set up in 2010, MTN Zakhele is a vehicle for qualifying black South Africans to invest in MTN Group Limited
(MTN Group), a leading emerging markets telecoms service provider. MTN Zakhele has a 4% stake in MTN Group. This
investment is the Company’s only asset. The Company also administers the associated funding of this investment. Most
MTN Zakhele shareholders, some 87%, hold fewer than 500 shares each, ensuring the broad-based nature of the scheme.
MTN’s status as one of South Africa’s black economic empowerment (BEE) companies is dependent on MTN Zakhele’s
shareholding, in addition to other transformation and empowerment initiatives. In turn, MTN Zakhele’s ability to grow
shareholder value, depends on the profitability of MTN Group, the continuing receipt of dividends to service and repay
its debt and the performance of MTN Group shares.
Repaying more of MTN Zakhele’s debt
In 2015, the Company received greater-than-expected dividends from the mobile operator and was able to repay debt in
excess of the budgeted repayment schedule. MTN Zakhele received R964,6 million in dividend income from MTN Group, up
from R836,5 million in 2014. This income was used firstly to pay the Company’s permitted operational costs and tax.
The remainder of the dividend income was used to pay dividends owed to preference shareholders and to reduce MTN
Zakhele’s notional vendor financing (NVF).
In 2015, MTN Zakhele paid preference shareholders R211,3 million, up from R201,8 million in 2014, and partly settled
the NVF with a payment of R688,8 million (compared to a payment of R581,8 million in 2014).
Transferring share trade to the JSE
During the year, pursuant to the requirements of the Financial Services Board and after careful consideration of numerous
factors including the costs, MTN Zakhele applied to list its shares on the revised BEE board of the JSE. This course of
action was overwhelmingly endorsed by shareholders at the extraordinary general meeting held on 29 September 2015.
The process to bring our shareholders, who number more than 100 000 black individuals and groups, many with no
previous exposure to the JSE, onto one of the world’s reputable equity markets was exciting. It culminated in the
successful transfer of trade in MTN Zakhele shares from an over-the-counter (OTC) platform to the BEE Board of the
JSE on 5 November 2015. This move is part of broader efforts to stimulate a culture of retail investment and savings
in South Africa, particularly among previously disenfranchised communities.
The shares continued to be traded actively between qualifying black investors during the year. Prior to the listing
on the JSE MTN Zakhele shares worth R373 million changed hands. After the listing on the JSE, shares worth R35,5 million
were traded in November and December 2015. A total of 21 000 trades took place across both platforms. This compares to
a trading value in 2014 of R902 million in more than 42 000 deals.
Feeling the impact of developments at MTN Group
The performance of the MTN Zakhele share price is linked to that of MTN Group. To this end, the decline in the share
price of MTN Group over the past few months due to, among other factors, the imposition by the Nigerian authorities
of a fine has also led to a decline in the share price of MTN Zakhele.
At the end of 2015, the MTN Zakhele share closed at R73,90, down 32% from the closing price of R108,50 a year earlier.
However, it is important to note that the share price at the end of 2015 still represents an almost 270% gain on the
initial investment of R20 per share investors paid for each MTN Zakhele share in 2010.
The Company’s profit after taxation for 2015 was R2,2 million (2014: R724,2 million) and the sharp decline is as a
result of a non-cash adjustment arising from the revaluation of the derivative financial asset, based on the MTN
Group share price. This derivative financial asset is revalued at the end of each financial year and is determined
by reference to the MTN share price at year end. The MTN Group share price declined from R221,41 at 31 December 2014
to R132,89 at 31 December 2015 resulting in a loss of R871,9 million recognised for the year in the books of MTN
Zakhele.
Making changes to the board and looking ahead
There were a number of changes to the board during the year. On 28 May 2015, I took over from Thulani Gcabashe as
chairperson of MTN Zakhele. He retired after serving the Company with distinction in that role since February 2011.
On behalf of the board of directors we extend our thanks and gratitude for his valuable contribution and commitment
over the years.
Martin Shaw retired as non-executive director on 31 August 2015 after four years of distinguished service. It is with
deep regret that we learnt of Martin Shaw’s passing on 16 February 2016. The board of MTN Zakhele would like once
again to extend its sincere condolences to his family.
I would like to thank my fellow directors on the board, as well as service providers, for their support and hard work
in 2015. The 2016 financial period promises to be yet another significant year for MTN Zakhele. The scheme matures on
24 November 2016, and the restrictions that allow only qualifying black individuals and groups to trade in the
Company’s shares will fall away from that date.
On 3 March 2016, MTN Group released its 2015 results and declared a second half dividend of 830 cents, bringing the
total dividend for the year to 1 310 cents. Thus, MTN Zakhele expects to receive a dividend payment from MTN Group in
April 2016 totalling R625,5 million in respect of the 2015 year, which will be used to repay debt.
The board continues to receive requests from some shareholders that the Company pay a dividend. However, acting in the
best interests of shareholders, the directors will continue to use all extra cash to repay the Company’s debt and so
steadily reduce the cost of this debt. It remains the board of directors’ intention to maintain this approach and to
ensure all liabilities are settled in anticipation of the scheme’s unwinding in November 2016. Apart from dividend
income, debt repayments are expected to be financed through the sale of some MTN Group shares, the number of which
will depend on the value of each MTN Group share at the time.
We will communicate further on options available to MTN Zakhele shareholders as a result of winding-up the scheme at
the annual general meeting of MTN Zakhele, which will be held in Midrand on 30 May 2016. I encourage all shareholders
to attend this meeting.
Sindi Mabaso-Koyana
Chairperson
9 March 2016
Summarised statement of profit or loss
for the year ended 31 December 2015
(As extracted from the audited financial statements)
Notes 2015 2014
R’000 R’000
Revenue 7 970 075 850 270
Expenses (44 714) (28 940)
Operating profit 925 361 821 330
Finance income 1 298 6 834
Finance cost (215 319) (208 829)
(Loss)/gain on remeasurement of the derivative financial assets (871 889) 129 647
(Loss)/profit before tax (160 549) 748 982
Income tax credit/(expense) 162 780 (24 786)
Profit for the year 2 231 724 196
Basic earnings per share (cents) 8 879 765
Summarised statement of other comprehensive income
for the year ended 31 December 2015
(As extracted from the audited financial statements)
2015 2014
R’000 R’000
Profit for the year 2 231 724 196
Other comprehensive income for the year - items that will be
subsequently reclassified to profit/loss (4 598 708) 181 356
(Loss)/gain on remeasurement of the available-for-sale
financial assets (5 653 661) 222 961
Deferred tax on loss/(gain) on remeasurement of the
available-for-sale financial assets 1 054 953 (41 605)
Total comprehensive (loss)/income for the year (4 596 477) 905 552
Summarised statement of financial position
for the year ended 31 December 2015
(As extracted from the audited financial statements)
Notes 2015 2014
R’000 R’000
Assets
Non-current assets
Available-for-sale financial assets 9 5 392 968 13 477 334
Derivative financial assets 10 720 644 1 592 533
6 113 612 15 069 867
Current assets
Current tax receivable 3 539 -
Other receivables 3 501 2 695
Cash and cash equivalents 51 010 66 183
Available-for-sale financial assets 9 3 142 828 -
3 200 878 68 878
Total assets 9 314 490 15 138 745
Equity and liabilities
Equity
Ordinary share capital 809 809
Share premium 1 616 956 1 616 956
Retained earnings 3 938 321 3 226 981
Available-for-sale reserve (133 067) 4 465 641
Non-distributable reserve 586 258 1 295 367
Total equity 6 009 277 10 605 754
Liabilities
Non-current liabilities
Borrowings 11 - 3 131 810
Deferred tax liability 104 335 1 322 068
104 335 4 453 878
Current liabilities
Current tax payable - 6
Borrowings 11 3 189 382 53 567
Trade and other payables 9 333 2 681
Trading platform liability 2 163 22 859
3 200 878 79 113
Total liabilities 3 305 213 4 532 991
Total equity and liabilities 9 314 490 15 138 745
Summarised statement of changes in equity
for the year ended 31 December 2015
(As extracted from the audited financial statements)
Share Share Available- Non- Retained Total
capital premium for-sale distributable earnings equity
R’000 R’000 reserve reserve R’000 R’000
R’000 R’000
Balance at 1 January 2014 809 1 616 956 4 284 285 1 189 912 2 608 240 9 700 202
Total comprehensive income - - 181 356 - 724 196 905 552
Transfer between reserves* - - - 105 455 (105 455) -
Balance at 31 December 2014 809 1 616 956 4 465 641 1 295 367 3 226 981 10 605 754
Balance at 1 January 2015 809 1 616 956 4 465 641 1 295 367 3 226 981 10 605 754
Total comprehensive (loss)/income - - (4 598 708) - 2 231 (4 596 477)
Transfer between reserves* - - - (709 109) 709 109 -
Balance at 31 December 2015 809 1 616 956 (133 067) 586 258 3 938 321 6 009 277
* The transfer between reserves arises in respect of the (loss)/ gain on remeasurement of the derivative financial asset that was
recorded in profit and loss. The amount transferred is net of the related deferred tax.
This transfer of the (net loss)/net gain from retained earnings to the non-distributable reserve is effected as the gain is
currently not distributable.
Summarised statement of cash flows
for the year ended 31 December 2015
(As extracted from the audited financial statements)
2015 2014
R’000 R’000
Cash generated from operating activities
Cash used in operations (54 136) (54 293)
Dividends received 964 647 836 531
Interest received 1 298 6 723
Interest paid (211 314) (201 755)
Tax paid (3 545) (570)
Net cash generated from operating activities 696 950 586 636
Cash flows used in financing activities
Cost of shares purchased to partially repay the Notional Vendor Finance (712 123) (594 943)
Net cash used in financing activities (712 123) (594 943)
Net decrease in cash and cash equivalents (15 173) (8 307)
Cash and cash equivalents at the beginning of the year 66 183 74 490
Cash and cash equivalents at the end of the year 51 010 66 183
Notes to the summarised annual financial statements
for the year ended 31 December 2015
(As extracted from the audited financial statements)
1. General information
MTN Zakhele (RF) Limited is an investment company that was specifically formed to facilitate the implementation of a broad-based
black (BBBEE) transaction by MTN Group Limited aimed at maintaining the MTN Group’s BBBEE status in support of South Africa’s
BBBEE economic empowerment codes of good practice.
2. Basis of preparation
The summarised financial information has been prepared in accordance with International Financial Reporting Standards (IFRS),
the presentation and disclosure requirements of IAS 34, Interim Financial Reporting and the interpretation of these standards as
adopted by the Independent Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council and the requirements of
the South African Companies Act, as amended, and the Listings Requirements of the JSE Limited (JSE) relating to Asset Backed
Securities on a basis consistent with the prior year.
3. Accounting policies
The accounting policies adopted are consistent with those of previous periods, as described in the financial statements, unless
otherwise stated. During the period under review, the Company adopted all the IFRS and interpretations that were effective and
deemed applicable to the Company. The adoption of these standards did not have a material impact on the annual financial
statements.
4. Critical accounting estimates and judgements
Impairment of available-for-sale equity investments.
The Company follows the guidance of lAS 39, Financial Instruments Recognition and Measurement, to determine when an available-for-
sale equity investment is impaired. This determination requires significant judgement.
In determining the need to impair an available-for-sale equity investment, the Company evaluates, among other factors, the duration
and extent to which the fair value of an investment is less than its cost, and the financial health of and short-term business
outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and
financing cash flows.
The Company determines that available-for-sale equity investments are impaired and recognised as such in profit or loss when there
has been a significant or prolonged decline in the fair value below its cost. The determination of what is significant or prolonged
requires judgement. In making this judgement, the Company evaluates, among other factors, the normal volatility in the fair value. In
addition, impairment may be appropriate when there is evidence of a deterioration in the financial health of the investee, industry or
sector, or operational and financing cash flows or significant changes in technology based on the assessment performed, the directors
do not consider the current decline in the MTN share price to be prolonged or significant. No impairment has therefore been recognised.
5. Contingent liabilities and commitments
There is no reimbursement to any third party for potential obligations to the Company. The Company did not have any contingent
liabilities at year end.
6. Segmental Reporting
A segment is a distinguishable component of the Company that is engaged either in providing services (business segment) or in providing
services within a particular economic environment (geographical segment) which is subject to risks and rewards that are different from
those of other segments.
Based on the nature of the operations of MTN Zakhele no business or geographical segments have been identified. No distinction is made
between business or geographical segments when information is reported to the MTN Zakhele board of directors. The directors do not
require this information in order to assess the performance of the Company.
7. Revenue
Revenue comprises dividends received from MTN Group Limited of R964,6 million (2014: R836,5 million) and brokerage income of R5,4
million (2014: R13,7 million).
8. Earnings and headline earnings per share
The Company presents basic earnings per share and headline earnings per share for its shares.
Basic earnings per share is calculated by dividing profit attributable to equity holders by the weighted average number of shares in
issue during the year.
Headline earnings per share is calculated by dividing the headline earnings attributable to equity holders by the weighted average
number of shares in issue during the year.
There are no dilutionary instruments in issue.
2015 2014
R’000 R’000
Number of ordinary shares in issue at year end (’000) 80 888 80 888
Weighted average number of shares (’000) 80 888 80 888
Profit for the year 2 231 724 196
Adjusted for the following:
Loss/(gain) on remeasurement of the derivative financial assets 709 109 (105 455)
Profit attributable to shareholders 711 340 618 741
Basic earnings per share (cents) 879 765
Headline earnings per share (cents) 879 765
There are no items included in the calculation of profit attributable to shareholders which are required to be excluded in terms
of Circular 2/2015, Headline Earnings, in the calculation of headline earnings per share.
9. Available-for-sale financial assets
The investment consists of 64 232 040 (2014: 60 870 484) MTN Group Limited shares. The total investment together with the derivative
financial asset comprises 4% of the MTN Group issued share capital. The shares in the MTN Group were partly obtained through a
donation received from the MTN Group.
The donation was used to subscribe for 12 045 412 shares at a price of R107,46 per share. Shares were acquired for cash at a price
of R3 680 190 649 in 2010. During the financial year, the notional vendor finance balance was partially settled through the
acquisition of MTN Group shares in the market amounting to 3 361 556
(2014: 2 537 471) shares.
The loss recorded in other comprehensive income for the current year is R5 653 661 033
(2014: R222 960 930 gain). The fair value of the available-for-sale investment is based on a quoted market price of R132,89
(2014: R221,41).
2015 2014
R’000 R’000
MTN Group Limited shares (purchased from Public Investment Corporation) 4 428 263 7 377 995
MTN Group Limited shares (purchased from MTN Group Limited with
donation income) 1 600 715 2 666 975
MTN Group Limited shares (purchased on open market) 2 506 818 3 432 364
8 535 796 13 477 334
MTN Zakhele has an obligation to redeem the outstanding class A preference shares and an obligation to settle the outstanding
Notional Vendor Financing in November 2016. In so far as MTN Zakhele does not have alternative resources to do so, it will,
subject to obtaining the requisite contractual consents and statutory approvals, sell such number of MTN shares as are
required in order to meet such obligations.
2015 2014
R’000 R’000
Non-current available-for-sale financial asset 5 392 968 13 477 334
Current available-for-sale financial asset 3 142 828 -
8 535 796 13 477 334
10. Derivative financial assets
As part of the implementation of the MTN Group BBBEE scheme, MTN Zakhele obtained Notional Vendor Finance (NVF) to facilitate
the purchase of MTN Group shares. MTN Group initially issued 29 994 952 NVF shares to MTN Zakhele at par value. MTN Group has
exercised part of the call opinion over 3 361 466 of these shares during the current financial year (2014: 2 537 561) leaving
11 131 098 subject to the call option.
As the outstanding debt at a given point is dependent on the dividends generated by the MTN Group during the life of the
options, the structure represents a path dependent option. Monte Carlo simulation was applied as the valuation technique
which is in line with standard market practice. The significant inputs into the model were as follows:
* the market price of MTN Group shares of R132,89 (2014: R221,41);
* the NVF balance of R611 577 380 (2014: R1 223 921 072);
* the shares of 11 131 098 (2014: 14 492 564);
* volatility of 37,98% (2014: 25,47%);
* a dividend yield of 11,26% (2014: 6,14%);
* an expected option life of one year (2014: two years); and
* annual risk free rate of 7,4% (2014: 6,7%).
2015 2014
R’000 R’000
Balance at the beginning of the year 1 592 533 1 462 886
Fair value adjustment recognised in profit or loss (871 889) 129 647
720 644 1 592 533
11. Borrowings
Class A
The MTN Zakhele Class A preference shares (Class A preference shares) are held by Newshelf 1041 (RF) Proprietary Limited (BFC),
voluntary redemption can be effected before the redemption date. The Class A preference shares are redeemable on 24 November 2016,
however mandatory redemption must be made out of available cash after three years and one day from the issue date, subject to a
cash waterfall. All payments shall be made upon approval by the directors. Interest is required to be paid on 30 April and
30 September of each year, following the receipt of the bi-annual dividend from MTN Group, during the term of the preference
shares. Other payments are required to be made at any other time and manner as prescribed in the transaction documents, being the
documents defined as such in the BIC preference share subscription agreement. The payment obligation accrues interest which is
based on a fixed rate of 6,6787% (being 110% of the 2,545 year interpolated swap rate) until 30 April 2013 and thereafter as a
rate of 71% of prime (NACM); 7,0646%.
12. Events after the reporting date
MTN Group Limited declared a final dividend of 830 cents per share in March 2016.
On 24 February 2016, the South African Minister announced a change in the capital gains tax rate from 18,648% to 22.4%. The rate
change is effective from disposals of capital assets from 1 March 2016.
Should the capital gains tax rate have been applicable at year end, it would have resulted in additional comprehensive income of
R20,9 million.
The directors are not aware of any other matters or circumstance arising after the reporting date to the date of signing this
report that would require adjustment or disclosure.
13. Related parties
Relationships:
Preference shareholder Newshelf 1041 Proprietary Limited
Provider of Notional Vendor Finance MTN Group Limited
Non-executive directors Thulani S Gcabashe*
Sindisiwe N Mabaso-Koyana
Grant G Gelink
Sonja De Bruyn Sebotsa
Martin J Shaw*
The preference shares are issued by MTN Zakhele to Newshelf 1041 Proprietary Limited (BFC). These are back-to-back preference
shares with the preference shares issued by BFC to the Class A BFC preference shareholders. Refer to note 11 for terms of the
preference shares borrowings.
* Resigned during the 2015 financial year.
2015 2014
R’000 R’000
Related party balances:
Preference share liability - owing to related party
Newshelf 1041 Proprietary Limited 3 189 382 3 185 377
Related party transactions:
Interest paid to related parties
Newshelf 1041 Proprietary Limited 211 314 201 755
Remuneration of the board of directors - directors’ fees
Thulani S Gcabashe* 145 272
Sindisiwe N Mabaso-Koyana 209 -
Grant G Gelink 224 143
Sonja De Bruyn Sebotsa 167 115
Martin J Shaw* 120 154
865 684
The directors do not consider the key service providers to be “key management personnel” as defined in IAS 24, Related
Party Disclosure.
Reduction of the NVF balance
The Company partially settled the NVF funding during the 2015 financial year with a payment of R688 785 543 (2014: R581 854 356)
to MTN Group from proceeds of R712 123 033 (2014: R594 942 401) via acquiring shares in the open market and delivering an equivalent
number of shares, initially issued by MTN Group to the Company, back to MTN Group. The difference between the amount of NVF settled
and the proceeds used for settlement resulted from a calculation mechanism outlined in the transaction documents, namely,
volume-weighted average price multiplied by the number of shares purchased, compared to the actual cost of those shares. The acquired
MTN Group shares are now reflected in the Company’s statement of financial position and not as part of the derivative option.
14. Fair value measurement
In terms of IFRS 13, Fair Vaue Measurements, financial instruments that are measured in the statement of financial position at fair
value require disclosure of the fair value by level in terms of the following fair value measurement hierarchy:
(a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
(b) Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices) (level 2).
(c) Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The fair value of the available-for-sale financial assets is based on the MTN Group share price, as listed on the
JSE Limited. The fair value of the derivative financial asset is based on a valuation model. The input to this model includes the
MTN Group share price, which is an observable input in the market. Other inputs include interest rates on the borrowings, which
inputs are not observable in the market.
The table below presents the Company’s assets and liabilities that are measured at fair value and those measured at amortised cost
whose fair value is disclosed.
Level 1 Level 2 Level 3 Total
R’000 R’000 R’000 R’000
2015
Recurring fair value measurement
Available-for-sale financial assets 8 535 796 - - 8 535 796
Derivative financial assets - - 720 644 720 644
Amortised cost measurement
Other receivables - 54 - 54
Cash and cash equivalents - 51 010 - 51 010
Borrowings - (3 097 593) - (3 097 593)
Trade and other payables - (9 333) - (9 333)
Trading platform liability - (2 163) - (2 163)
2014
Recurring fair value measurement
Available-for-sale financial assets 13 477 334 - - 13 477 334
Derivative financial assets - - 1 592 533 1 592 533
Amortised cost measurement
Other receivables - 219 - 219
Cash and cash equivalents - 66 183 - 66 183
Borrowings - (3 206 253) - (3 206 253)
Trade and other payables - (2 681) - (2 681)
Trading platform liability - (23 008) - (23 008)
There were no transfers between levels 1, 2 or 3 in the period.
15. Independent audit
These summarised financial results have been audited by the Company’s independent auditors, SizweNtsalubaGobodo Inc.,
who have performed their audit in accordance with the International Standards on Auditing. A full copy of their unmodified
audit report is available for inspection at the Company’s registered office. These summarised financials have been derived
from the company's financial statements and are consistent in all material aspects.
16. Availability of the full set of audited financial statements
The full set of financial statements can be accessed on the following website: http//www.mtnz.co.za
Administration
Company registration number
2010/004693/06
JSE share code
MTNZBE
ISIN
ZAE000208526
Postal address
PO Box 225
Highlands, 2037
Registered address
4th Floor, Aloe Grove
Houghton Estate Office Park
2 Osborn Road
Houghton, 2198
Board of directors
SN Mabaso-Koyana (non-executive chairperson)
S De Bruyn Sebotsa (non-executive)
GG Gelink (non-executive)
Office of the transfer secretaries
Link Market Services South Africa Proprietary Limited
Registration number 2000/007239/07
13th Floor, Rennie House
19 Ameshoff Street, Braamfontein
PO Box 4844, Johannesburg, 2000
Tel: +27 0861 686925 (0861 MTNZAK)
Fax: +27 086 674 4381
E-mail: zakhele@linkmarketservices.co.za
Company secretary
Levitt Kirson Management Services CC
Registration number 1994/036439/23
Registered office
4th Floor Aloe Grove
Houghton Estate Office Park, 2 Osborn Road
Houghton, 2198
Auditors
SizweNtsalubaGobodo Inc.
20 Morris Street East
Woodmead, 2191
PO Box 2939, Saxonwold, 2132
Attorneys
Webber Wentzel
90 Rivonia Road, Sandton, 2196
PO Box 61771, Marshalltown, 2107
Sponsor
Rand Merchant Bank (a division of First Rand Bank Limited)
Registration number: 1929/001225/06
1 Merchant Place, Cnr Fredman Drive and Rivonia Road
Sandton, Johannesburg, 2196
PO Box 786273, Sandton, 2196
www.mtnzakhele.co.za
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