Wrap Text
Old Mutual Plc Announces Tender Offer and Proposal for its £350,000,000 Perpetual Preferred Callable Securities
OLD MUTUAL PLC
ISIN CODE: GB00B77J0862
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOMOL
Old Mutual plc
Ref 05/17
10 January 2017
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED) (“U.S. PERSON”) OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (TOGETHER, THE “UNITED STATES”) OR INTO ANY OTHER JURISDICTION
OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS
DOCUMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).
OLD MUTUAL PLC ANNOUNCES TENDER OFFER AND PROPOSAL FOR ITS OUTSTANDING £350,000,000 PERPETUAL PREFERRED CALLABLE
SECURITIES
Old Mutual plc (the “Company”) today announces its invitation to:
(i) holders (the “Securityholders”) of its outstanding £350,000,000 Perpetual Preferred Callable
Securities (the “Securities”) to tender any and all of their Securities for purchase by the
Company for cash (such invitation the “Offer”); and
(ii) Securityholders to approve, by Extraordinary Resolution, certain modifications to the terms and
conditions of the Securities (the “Conditions”) to provide for the Company to redeem (the
“Issuer Early Redemption”) all, but not some only, of the Securities remaining (if any) on
completion of the Offer (the “Proposal”),
subject, in each case, to the terms and conditions set out in the Tender Offer and Solicitation
Memorandum dated 10 January 2017 (the “Tender Offer and Solicitation Memorandum”) including,
in the case of the Offer, the offer and distribution restrictions described below and set out more fully in
the Tender Offer and Solicitation Memorandum.
Copies of the Tender Offer and Solicitation Memorandum are available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not defined have the meanings given to
them in the Tender Offer and Solicitation Memorandum.
Purchase Early Tender Amount
Description ISIN/ Outstanding Price/Early Payment/Early Total Early subject to
of the Common principal Redemption Consent Purchase the Offer
Securities Code amount Amount Amount* Consideration*
£350,000,000 XS0215556 £273,203,000 103.00 per cent. 3.00 per cent. 106.00 per cent. Any and all
Perpetual 142 / of the principal of the principal of the principal
Preferred 021555614 amount of the amount of the amount of the
Callable Securities Securities Securities
Securities
* The total consideration payable to Securityholders who submit tender instructions which are received by the Tender Agent
by the Early Tender and Early Consent Deadline and whose Securities are accepted for purchase pursuant to the Offer
comprises (i) the Purchase Price of 103.00 per cent. and (ii) the Early Tender Payment of 3.00 per cent. in each case of
the principal amount of the relevant Securities, plus Accrued Interest.
For the avoidance of doubt a Securityholder who validly submits a Tender Instruction shall not be eligible to submit a
Voting-Only Instruction or receive the Early Consent Amount and a Securityholder who validly submits a Voting-Only
Instruction shall not be eligible to submit a Tender Instruction or receive the Early Tender Amount.
Rationale for the Offer and the Proposal
The purpose of the Offer and the Proposal is to utilise available liquidity to manage the Company’s
debt maturity profile by reducing outstanding indebtedness and to reduce interest costs. In addition,
the Offer will provide liquidity to relevant Securityholders.
Details of the Offer
In order to participate in the Offer, Securityholders must validly tender their Securities for purchase by
delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by
the Tender Agent by 4.00 p.m. (London time) on 30 January 2017 (the “Expiration Deadline”).
The Company will pay, on the Settlement Date, a cash purchase price (the “Purchase Price”) equal
to 103.00 per cent. of the principal amount of the Securities accepted by it for purchase pursuant to
the Offer plus the relevant Accrued Interest Payment.
Each Securityholder that validly tenders its Securities by way of a valid Tender Instruction that is
received by the Tender Agent by 4.00 p.m. (London time) on 18 January 2017 (the “Early Tender and
Early Consent Deadline”) (and does not subsequently revoke such tender in the limited
circumstances in which such revocation is permitted) and whose Securities are accepted for purchase
pursuant to the Offer will receive, in addition to the Purchase Price and the relevant Accrued Interest
Payment, and as additional consideration for its tender of Securities, an additional cash payment (the
“Early Tender Payment”) equal to 3.00 per cent. of the principal amount of the relevant Securities.
Therefore, the total consideration payable to Securityholders who validly tender their Securities in the
Offer by the Early Tender and Early Consent Deadline will be equal to (i) 106.00 per cent. of the
principal amount of the relevant Securities (the “Total Early Purchase Consideration”) plus (ii) the
Accrued Interest Payment.
By tendering Securities in the Offer, Securityholders will automatically instruct the Principal
Paying Agent to appoint one or more representatives of the Tender Agent as their proxy to
vote in favour of the Extraordinary Resolution at the Meeting. It will not be possible to validly
tender Securities in the Offer without at the same time giving such instructions to the Principal
Paying Agent.
To be eligible for the Purchase Price and (where applicable) the Early Tender Payment,
Securityholders who tender their Securities must not attend, or seek to attend, the Meeting in person
or make any other arrangements to be represented at the Meeting (other than by way of the relevant
Tender Instruction(s)). Any such Securityholder that separately seeks to appoint a proxy to vote at the
relevant Meeting on its behalf or attends the Meeting in person or makes other arrangements to be
represented at the Meeting (other than by way of the relevant Tender Instruction(s)) will not be eligible
for the Purchase Price and (where applicable) the Early Tender Payment, irrespective of whether such
Securityholder has delivered a Tender Instruction or such other arrangements are made by the above
deadlines.
Details of the Proposal
The Company is inviting the holders of the Securities to approve certain modifications to the terms
and conditions of the Securities (the “Conditions”) to provide for the Company to redeem (the “Issuer
Early Redemption”) all, but not some only, of the Securities remaining (if any) on completion of the
Offer, at an early redemption price of 103.00 per cent. of the principal amount of the Securities (the
“Early Redemption Amount”) plus Accrued Interest.
In order to participate in the Proposal, any Voting-Only Instruction in favour of the Proposal given by a
Securityholder must be received by the Tender Agent by the Expiration Deadline. However, in order
for the Securityholder to be eligible for the Early Consent Amount (defined below), such Voting-Only
Instructions must be received by the Tender Agent by the Early Tender and Early Consent Deadline.
Notice (the “Notice”) of a meeting (the “Meeting”) of the Securityholders to be held at the offices of
Linklaters LLP of One Silk Street, London EC2Y 8HQ, United Kingdom at 4.00 p.m. (London Time) on
1 February 2017 has been given to Securityholders in accordance with the Conditions by delivery of
the Notice to Euroclear and Clearstream, Luxembourg and by publication through RNS and on the
website of the Company at www.oldmutual.com.
At the Meeting, the Securityholders will be asked to consider and, if thought fit, pass an extraordinary
resolution as set out in the Notice (the “Extraordinary Resolution”), which will provide, among other
things, for the Trustee to be authorised and requested to concur in and execute the Supplemental
Trust Deed to effect the necessary modifications pursuant to the Extraordinary Resolution in order to
implement the Proposal.
The quorum required for the Extraordinary Resolution to be considered at the Meeting is one or more
persons present and holding or representing in the aggregate not less than two-thirds of the principal
amount of the Securities for the time being outstanding. In the event such quorum is not present
within 15 minutes (or such longer period not exceeding thirty minutes as the chairman may decide)
from the time initially fixed for the Meeting, the Meeting shall be adjourned until such date, not less
than 14 nor more than 42 days later, and time and place as may be appointed by the chairman of the
Meeting and approved by the Trustee. At any such adjourned Meeting one or more persons present
and holding or representing in the aggregate not less than one-third of the principal amount of the
Securities for the time being outstanding will form a quorum.
Any Securityholder who does not wish, or who is not able, to tender its Securities for purchase
pursuant to the Offer may also be eligible, to the extent permitted by applicable laws and regulations
and subject to the conditions set out in the Tender Offer and Solicitation Memorandum, to receive an
amount equal to 3.00 per cent. of the nominal amount of such Securityholder's Securities (the “Early
Consent Amount”) by delivering, or arranging to have delivered on their behalf, a valid Voting Only
Instruction in favour of the Proposal that is received by the Tender Agent by the Early Tender and
Early Consent Deadline. Payment of any Early Consent Amount is further conditional on the
acceptance for purchase by the Company of the Securities validly tendered in the Offer, the passing
of the Extraordinary Resolution and the execution by the Company and the Trustee of the
Supplemental Trust Deed.
Where payable, Early Consent Amounts will be paid by the Company to relevant Securityholders on
the Settlement Date in the same manner as the payment of the Purchase Price, Accrued Interest
Payment and Early Tender Payment (if applicable) is made to eligible Securityholders.
By submitting a Voting Only Instruction Securityholders will automatically instruct the
Principal Paying Agent to appoint one or more representatives of the Tender Agent as their
proxy to vote in respect of the Extraordinary Resolution at the Meeting. It will not be possible
to validly submit Voting Only Instructions in favour of the Proposal without at the same time
giving such instructions to the Principal Paying Agent.
If passed, the Extraordinary Resolution shall be binding on all Securityholders, whether present or not
at the Meeting and whether or not voting. The implementation, if passed, of the Extraordinary
Resolution is conditional on the acceptance for purchase by the Company of the Securities that have
been validly tendered in the Offer and the execution by the Company and the Trustee of the
Supplemental Trust Deed.
Securityholders should refer to the Notice for full details of the procedures in relation to the Meeting.
General
The acceptance for purchase by the Company of Securities validly tendered in the Offer is not
dependent on the Extraordinary Resolution being passed or the Supplemental Trust Deed being
executed. However, if the Meeting is adjourned the Company may choose, in its sole discretion and
without limiting its right to otherwise extend, re-open, amend, waive any condition of or terminate the
Offer and/or the Proposal as provided in the Tender Offer and Solicitation Memorandum, to amend the
terms and conditions of the Offer and/or the Proposal to provide for the Settlement Date to take place
after such adjourned meeting on the same basis as for the original Meeting (and, for the avoidance of
doubt, no such amendment to the Settlement Date will entitle Securityholders to revoke any Tender
Instructions or Voting-Only Instructions in respect of the Proposal).
Under the Offer and the Proposal, all (i) Tender Instructions and (ii) Voting-Only Instructions will
(subject to applicable law and the provisions of the Trust Deed) be irrevocable except in the limited
circumstances described in the Tender Offer and Solicitation Memorandum.
Indicative Timetable
Date and time Event
(all times are London time)
Tuesday, 10 January 2017 Launch Date.
4.00 p.m. on Wednesday, 18 January 2017 Early Tender and Early Consent Deadline.
4.00 p.m. on Monday, 30 January 2017 Expiration Deadline.
4.00 p.m. on Wednesday, 1 February 2017 Meeting.
As soon as reasonably practicable after the Announcement of (i) the results of the Meeting, (ii) the
Meeting Company's decision whether to accept valid tenders of
Securities for purchase pursuant to the Offer (including (if
applicable) the announcement of the expected Settlement
Date) and (iii) if the Extraordinary Resolution is passed
and the Supplemental Trust Deed is executed, the date
on which outstanding Securities are to be redeemed
pursuant to the Issuer Early Redemption.
Friday, 3 February 2017 Expected Settlement Date (or, if an adjourned Meeting is
required, such amended date as the Company may, in its
sole discretion, choose to provide for the Settlement Date
to take place after such adjourned Meeting on the same
basis as for the original Meeting) and if the Extraordinary
Resolution is passed and the Supplemental Trust Deed is
executed, this will also be the date on which outstanding
Securities are to be redeemed pursuant to the Issuer
Early Redemption.
The above dates and times are subject to the right of the Company to extend, re-open, amend,
terminate and/or waive any condition of the Offer and/or the Proposal. Securityholders are advised to
check with any bank, securities broker or other intermediary through which they hold Securities when
such intermediary would require to receive instructions from a Securityholder in order for that
Securityholder to be able to participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer or the Proposal before the deadlines
specified above. The deadlines set by any such intermediary and each Clearing System for the
submission of Tender Instructions and Voting-Only Instructions will be earlier than the relevant
deadlines above.
Subject as provided in the Tender Offer and Solicitation Memorandum, the Settlement Date for the
Offer and the Proposal may be earlier or later than the above date and could be different. The
Company will confirm the final Settlement Date for the Offer and the Proposal at the same time as the
announcement(s) of the results of the Offer and the Proposal.
The Company is under no obligation to accept any tender of Securities for purchase pursuant to the
Offer. Tenders of Securities for purchase may be rejected in the sole and absolute discretion of the
Company for any reason and the Company is under no obligation to Securityholders to furnish any
reason or justification for refusing to accept a tender of Securities for purchase. For example, tenders
of Securities may be rejected if the Offer is terminated, if any such tender does not in the
determination of the Company comply with the requirements of a particular jurisdiction or if the
Company decides not to accept any tenders of Securities should the Extraordinary Resolution not be
passed or for any other reason.
Unless stated otherwise, announcements in connection with the Offer and the Proposal will be made
(i) by publication via RNS and on the website of the Company at www.oldmutual.com and (ii) by the
delivery of notices to the Clearing Systems for communication to Direct Participants. Such
announcements may also be made on the relevant Reuters Insider Screen and by the issue of a
press release to a Notifying News Service. Copies of all announcements, notices and press releases
can also be obtained from the Tender Agent.
Securityholders are advised to read carefully the Tender Offer and Solicitation Memorandum
for full details of and information on the procedures for participating in the Offer and the
Proposal.
Requests for information in relation to the Offer or the Proposal should be directed to:
The Dealer Managers
Merrill Lynch International Nedbank Limited, London Branch
2 King Edward Street 1st Floor
London EC1A 1HQ Millennium Bridge House
United Kingdom 2 Lambeth Hill
London EC4V 4GG
Telephone: +44 20 7996 5420
Attention: Liability Management Group Telephone: +44 20 7002 3420
Email: DG.LM_EMEA@baml.com Attention: Head of Legal and Head of
Compliance
Email:
liability.management@nedbank.co.uk
Requests for information in relation to the procedures for tendering Securities and participating in the
Offer, and the submission of a Tender Instruction or a Voting-Only Instruction in favour of the Proposal
should be directed to:
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: David Shilson
Email: oldmutual@lucid-is.com
DISCLAIMER: This announcement must be read in conjunction with the Tender Offer and Solicitation
Memorandum. This announcement and the Tender Offer and Solicitation Memorandum contain
important information which should be read carefully before any decision is made with respect to the
Offer or the Proposal. If any Securityholder is in any doubt as to the action it should take or is unsure
of the impact of the implementation of the Proposal or the Extraordinary Resolution to be proposed at
the Meeting, it is recommended to seek its own financial and legal advice, including as to any tax
consequences, from its broker, bank manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes
to tender Securities in the Offer or otherwise participate in the Proposal. None of the Dealer
Managers, the Tender Agent, the Trustee or the Company makes any recommendation whether
Securityholders should tender Securities in the Offer or otherwise participate in the Proposal.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer and Solicitation Memorandum constitutes an offer to
buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to
the Offer will not be accepted from Securityholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer and either Dealer Manager or any of their respective
affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in
such jurisdiction.
The distribution of this announcement and/or the Tender Offer and Solicitation Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the
Tender Offer and Solicitation Memorandum comes are required by the Company, the Dealer
Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
United States: The Offer is not being made and will not be made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each a “U.S. Person”)). This
includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer
and Solicitation Memorandum and any other documents or materials relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or into the United States or to
any U.S. Person and the Securities cannot be tendered in the Offer by any such use, means,
instrumentality or facility or from or within or by persons located or resident in the United States or by,
or by any person acting for the account or benefit of, a U.S. Person. Any purported tender of
Securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid
and any purported tender of Securities made by, or by any person acting for the account or benefit of,
a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving instructions from within the United States will
be invalid and will not be accepted.
Each holder of Securities participating in the Offer will represent that it is not a U.S. Person, it is not
located in the United States and is not participating in the Offer from the United States, or it is acting
on a non-discretionary basis for a principal located outside the United States that is not giving an
order to participate in the Offer from the United States and is not a U.S. Person. For the purposes of
this and the above paragraph, “United States” means the United States of America, its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands), any state of the United States of America and the District of
Columbia.
Italy: None of the Offer, this announcement, the Tender Offer and Solicitation Memorandum or any
other documents or materials relating to the Offer have been submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and
regulations. The Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No.
11971 of 14 May 1999, as amended. Accordingly, Securityholders or beneficial owners of the
Securities that are located or resident in Italy can tender Securities for purchase pursuant to the Offer
through authorised persons (such as investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation
No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with
the applicable laws and regulations concerning information duties vis-à-vis its clients in connection
with the Securities or the Offer.
United Kingdom: The communication of this announcement, the Tender Offer and Solicitation
Memorandum and any other documents or materials relating to the Offer is not being made and such
documents and/or materials have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial promotion is only
being made to those persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43(2) of
the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
France: The Offer is not being made, directly or indirectly, to the public in the Republic of France
(“France”). Neither this announcement, the Tender Offer and Solicitation Memorandum nor any other
documents or materials relating to the Offer have been or shall be distributed to the public in France
and only (i) providers of investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de
tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting
on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. This
announcement, the Tender Offer and Solicitation Memorandum and any other document or material
relating to the Offer have not been and will not be submitted for clearance to nor approved by the
Autorité des Marchés Financiers.
Belgium: Neither this announcement, the Tender Offer and Solicitation Memorandum nor any other
documents or materials relating to the Offer have been submitted to or will be submitted for approval
or recognition to the Financial Services and Markets Authority (Autorité des services et marches
financiers / Autoriteit financiële diensten en markten) and, accordingly, the Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007
on public takeover bids (the “Belgian Takeover Law”) as amended or replaced from time to time.
Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this
announcement, the Tender Offer and Solicitation Memorandum nor any other documents or materials
relating to the Offer (including any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available, directly or indirectly, to any person in
Belgium other than (i) to “qualified investors” in the sense of Article 10 of the Belgian Law of 16 June
2006 on the public offer of placement instruments and the admission to trading of placement
instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in
Article 6, §4 of the Belgian Takeover Law. This announcement and the Tender Offer and Solicitation
Memorandum have been issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement,
the Tender Offer and Solicitation Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
Enquiries
External communications
Patrick Bowes UK +44 20 7002 7440
Investor relations
Dominic Lagan UK +44 20 7002 7190
Sizwe Ndlovu SA +27 11 217 1163
Media
William Baldwin-Charles +44 20 7002 7133
+44 7834 524833
Notes to Editors
Old Mutual provides investment, savings, insurance and banking services to 18.9 million customers in Africa, the
Americas, Asia and Europe. Originating in South Africa in 1845, Old Mutual has been listed on the London and
Johannesburg Stock Exchanges, among others, since 1999.
Old Mutual has announced a strategy of managed separation, which will entail separating its four businesses into
standalone entities. The four businesses are:
Old Mutual Emerging Markets: An African financial services leader, providing long-term savings, protection,
investment and lending to retail and corporate customers
Nedbank: Old Mutual owns a 54% stake in Nedbank, one of South Africa’s top four banks, providing wholesale
and retail banking, insurance and asset management for individuals and businesses
Old Mutual Wealth: a leading wealth management business in the UK and international markets
OM Asset Management: Old Mutual owns 51% in the New York Stock Exchange listed OM Asset Management
which offers a diverse range of investment strategies and products for institutions, delivered worldwide through
seven US-based boutiques.
For the year ended 31 December 2015, Old Mutual reported an adjusted operating profit before tax of £1.7 billion
and had £304 billion of funds under management. For further information on Old Mutual plc and the underlying
businesses, please visit the corporate website at www.oldmutual.com
Sponsor:
Merrill Lynch South Africa (Pty) Ltd
Joint Sponsor:
Nedbank Corporate and Investment Banking
Date: 10/01/2017 11:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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