Wrap Text
Unaudited interim results for the six months ended 31 December 2016
PINNACLE HOLDINGS LIMITED
Registration number 1986/000334/06
Share code: PNC
ISIN: ZAE000184149
(“Pinnacle” or “the Group” or “the Company”)
www.pinnacleholdings.co.za
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER
2016
AT A GLANCE
REVENUE UP 47%
OPERATING PROFIT UP 60%
CORE EPS UP 17%
CASH GENERATED R592 million
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2016 2015 2016
Unaudited Unaudited Audited
R’000 R’000 R’000
Revenue 6 345 738 4 330 869 10 969 132
Cost of sales (5 219 096) (3 773 894) (9 305 726)
Gross profit 1 126 642 556 975 1 663 406
Operating expenses (717 065) (313 849) (984 244)
Selling expenses (35 546) (30 383) (69 450)
Employee expenses (577 513) (238 244) (806 789)
Administration expenses (99 764) (50 607) (141 322)
Gain on discounting of
finance lease agreements 2 248 692 1 619
Profit on foreign exchange (6 490) 4 693 6 384
Fair value adjustment on
acquisition of former
associate – – (17 654)
Profit on disposal of
former subsidiary – – 42 968
EBITDA * 409 577 243 126 679 162
Depreciation and amortisation (44 996) (15 319) (63 284)
Operating profit before
interest and taxation 364 581 227 807 615 878
Net finance costs (54 205) (48 187) (108 694)
Investment income 14 718 6 147 17 617
Interest paid (68 923) (54 334) (126 311)
Share of equity accounted
associate income – 22 039 22 702
Profit before taxation 310 376 201 659 529 886
Taxation (96 031) (51 155) (148 283)
Net profit for the period 214 345 150 504 381 603
Owners of the Company 178 746 150 383 341 652
Non-controlling interests 35 599 121 39 951
Other comprehensive income:
Items that will not be
reclassified into profit
or loss – – (23 825)
Realisation of
non-distributable reserve
on disposal of properties – – (23 825)
Items that can be reclassified
into profit or loss 3 353 4 826 7 811
Exchange differences from
translating foreign
operations 1 031 248 2 126
Cash flow hedge 2 322 4 578 5 685
Total comprehensive income
for the period 217 698 155 330 365 589
Attributable to:
Owners of the Company 182 099 155 209 325 638
Non-controlling interests 35 599 121 39 951
* Earnings before interest, taxation, depreciation and
amortisation.
RECONCILIATION OF HEADLINE EARNINGS AND CORE EARNINGS
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2016 2015 2016
Unaudited Unaudited Audited
R’000 R’000 R’000
Net profit for the period
attributable to ordinary
shareholders 178 746 150 383 341 652
Fair value adjustment on
acquisition of former
associate net of taxation – – 13 700
Fair value adjustment on
acquisition of former
associate – – 17 654
Less: Taxation thereon – – (3 954)
Profit on sale of property,
plant and equipment net
of taxation (688) (579) (1 492)
Profit on sale of property,
plant and equipment (955) (804) (2 072)
Less: Taxation thereon 267 225 580
Profit on sale of former
subsidiary net of taxation – – (27 565)
Profit on sale of former
subsidiary – – (42 968)
Less: Taxation thereon – – 15 403
Headline earnings 178 058 149 804 326 295
Amortisation of intangibles
net of taxation 6 998 – 12 052
Amortisation of intangibles 9 720 – 16 739
Less: Taxation thereon (2 722) – (4 687)
Core earnings 185 056 149 804 338 347
Total number of shares in
issue ('000)
– Total issued less
treasury shares 166 733 164 240 171 226
– Weighted average 167 858 159 244 164 992
FINANCIAL REVIEW
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2016 2015 2016
Unaudited Unaudited Audited
Performance per
share (cents)
Basic and diluted earnings
per share 106.5 94.4 207.1
Headline and diluted
headline earnings per
share * 106.1 94.1 197.8
Core and diluted core
earnings per share * 110.2 94.1 205.1
Dividend cover 5.4 – –
Returns (%)
Gross profit 17.8 12.9 15.2
Operating expenses (11.3) (7.2) (9.0)
EBITDA ** 6.5 5.6 6.2
Operating profit before
interest and taxation 5.7 5.3 5.6
Effective tax rate *** 30.9 28.5 29.2
Net profit 3.4 3.5 3.5
Return on equity 16.9 17.8 18.8
* The Company has no dilutionary instruments in issue.
** Earnings before interest, taxation, depreciation and
amortisation.
*** Based on profit before tax excluding share of equity
accounted associate income.
CONDENSED SEGMENTAL ANALYSIS
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2016 2015 2016
Unaudited Unaudited Audited
R’000 R’000 R’000
Revenue
ICT Distribution 4 751 162 4 262 307 9 408 761
Services and Solutions 1 772 964 – 1 608 180
Financial Services 85 887 71 378 148 840
Group Central Services – – –
Less: Intra-segmental
revenue (264 275) (2 816) (196 649)
6 345 738 4 330 869 10 969 132
EBITDA **
ICT Distribution 210 631 186 430 384 652
Services and Solutions 134 745 – 152 710
Financial Services 62 394 49 239 100 664
Group Central Services 1 807 7 457 41 137
409 577 243 126 679 162
Reconciliation of profit
Segment EBITDA 409 577 243 126 679 162
Depreciation and amortisation (44 996) (15 319) (63 284)
Net finance costs (54 205) (48 187) (108 694)
Share of equity accounted
associate income – 22 039 22 702
Profit before taxation 310 376 201 659 529 886
Net operating assets
ICT Distribution 1 114 464 1 005 570 1 100 741
Services and Solutions 801 167 – 746 497
Financial Services 176 304 131 812 151 203
Group Central Services 392 881 701 482 411 076
2 484 816 1 838 864 2 409 517
** Earnings before interest, taxation, depreciation and
amortisation.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2016 2015 2016
Unaudited Unaudited Audited
R’000 R’000 R’000
Opening balance 2 409 517 1 545 121 1 545 121
Shares (repurchased)/issued (70 602) 110 848 191 966
Treasury shares purchased (3 756) – –
Profit for the period 214 345 150 504 381 603
Other comprehensive income 1 031 248 2 126
Cash flow hedge reserve 2 322 4 578 5 685
Transactions with
investees/non-controlling
interests (34 694) 27 565 283 016
Dividend paid (33 347) – –
Closing balance 2 484 816 1 838 864 2 409 517
Attributable to:
Owners of the Company 2 154 740 1 838 368 2 086 175
Non-controlling interests 330 076 496 323 342
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2016 2015 2016
Unaudited Unaudited Audited
R’000 R’000 R’000
ASSETS
Non-current assets 1 121 779 1 033 319 1 100 391
Property, plant and
equipment 118 203 62 840 120 011
Intangible assets and
goodwill 486 447 126 056 506 663
Investment in associate – 442 569 –
Finance lease receivables 429 206 369 373 408 020
Deferred taxation 87 923 32 481 65 697
Current assets 3 808 788 2 680 863 3 912 260
Inventories on hand 777 741 942 679 832 538
Inventories in transit 70 206 65 495 125 187
Short-term loans – 2 429 –
Derivative financial asset 1 800 – –
Trade and other
receivables 2 247 448 1 469 469 2 524 373
Finance lease receivables 222 640 169 132 178 663
Taxation receivable 6 430 43 10 006
Cash and cash equivalents 482 523 31 616 241 493
Total assets 4 930 567 3 714 182 5 012 651
EQUITY AND LIABILITIES
Capital and reserves 2 484 816 1 838 864 2 409 517
Share capital and premium 122 988 112 528 193 646
Treasury shares (43 047) (72 856) (72 856)
Non-distributable reserves 37 139 61 794 36 107
Cash flow hedge reserve 600 (2 829) (1 722)
Accumulated profits 2 037 060 1 739 731 1 931 000
Non-controlling interests 330 076 496 323 342
Non-current liabilities 479 928 35 806 432 612
Interest-bearing liabilities 403 077 374 353 416
Derivative financial
liability – – 3 444
Deferred revenue 14 144 437 29 213
Deferred taxation 62 707 34 995 46 539
Current liabilities 1 965 823 1 839 512 2 170 522
Trade and other payables 1 730 206 1 302 719 2 026 899
Interest-bearing
liabilities 141 315 177 154
Derivative financial
liability – 19 914 16 154
Short-term loans – 28 501 –
Deferred revenue 205 802 12 662 96 111
Taxation payable 29 674 13 436 12 619
Bank overdrafts – 147 103 18 585
Total equity and
liabilities 4 930 567 3 714 182 5 012 651
Capital management
Net asset value per
share (cents) 1 292.3 1 119.3 1 218.4
Net tangible asset value
per share (cents) 1 000.6 1 042.6 922.5
Working capital management
Investment in working
capital (R'000) 1 159 387 1 162 262 1 359 088
Liquidity and solvency
Debt to equity (%) 18.7 26.7 18.8
Current ratio (excluding
stock in transit) 2.0 1.5 1.9
Acid test (excluding stock
in transit) 1.6 0.9 1.4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2016 2015 2016
Unaudited Unaudited Audited
R’000 R’000 R’000
Profit before taxation 310 376 201 659 529 886
Adjusted for:
Finance income received (14 718) (6 147) (17 617)
Finance expenses paid 68 923 54 334 126 311
Non-cash flow items 43 106 (7 801) 19 137
Changes in working capital 184 632 (58 905) 90 178
Cash generated by operating
activities 592 319 183 140 747 895
Net finance costs (54 205) (48 187) (108 694)
Finance income received 14 718 6 147 17 617
Finance expenses paid (68 923) (54 334) (126 311)
Taxation paid (81 458) (49 744) (180 411)
Dividends received from
equity accounted investment – 8 170 8 170
456 656 93 379 466 960
Cash flows from investing
activities
Property, plant and
equipment acquired (18 597) (7 334) (18 222)
Proceeds on disposals of
property, plant and
equipment 2 400 1 921 1 306
Proceeds on disposals of
assets classified as
held-for-sale – 226 115 226 116
Assets classified as
held-for-sale acquired – (617) (617)
Acquisition of intangible
assets (3 275) – (9 870)
Acquisition of
non-controlling interest (34 694) – –
Purchase consideration
paid on business
combinations (3 500) – (56 521)
Net investment in finance
leases receivable (65 163) (80 945) (118 973)
Additional costs incurred
on equity accounted
investment – (115) (3 678)
(122 829) 139 025 19 541
Cash flows from financing
activities
Interest-bearing
liabilities raised 50 000 437 350 050
Interest-bearing
liabilities repaid (353) (171 274) (655 439)
Derivative financial
liability paid (16 154) – –
Shares repurchased (70 602) – –
Treasury shares purchased (3 756) – –
Decrease in short-term loans – (103 789) 25 292
Dividends paid (33 347) – –
(74 212) (274 626) (280 097)
Increase in net cash, cash
equivalents and overdrafts 259 615 (42 222) 206 404
Net cash acquired from
business combinations – – 89 769
Net cash, cash equivalents
and overdraft at beginning
of period 222 908 (73 265) (73 265)
Net cash, cash equivalents
and overdraft at end
of period 482 523 (115 487) 222 908
CONDENSED ANALYSIS OF GOODWILL
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2016 2015 2016
Unaudited Unaudited Audited
R’000 R’000 R’000
Opening balance 347 846 108 166 108 166
Business combination
acquisitions – – 239 680
Closing balance 347 846 108 166 347 846
Business combination
acquisitions
Datacentrix – – 190 465
Solareff – – 45 222
Intdev – – 3 993
– – 239 680
BUSINESS COMBINATIONS
1) E-BUSINESS INFRASTRUCTURE SOLUTIONS (PTY) LTD (“EBIS”)
On 27 October 2016, the Company acquired, through its
subsidiary, Axiz (Pty) Ltd, the distribution business of EBIS
in the countries comprising the continent of Africa but
excluding the Republic of South Africa, of the sale and
maintenance of IBM branded computer software and matters
incidental thereto as a going concern for a purchase
consideration of R3.5 million.
The transaction was accounted for in terms of IFRS 3 Business
Combinations.
The IBM Software Distribution Agreement and Customer List
were classified as intangible assets at the acquisition date
and were valued at R3.5 million. Accordingly, goodwill on
acquisition was calculated as zero.
BUSINESS COMBINATIONS CONCLUDED IN THE PREVIOUS PERIOD
2) DATACENTRIX HOLDINGS LTD
The Company increased its shareholding in Datacentrix
Holdings Ltd to 55.2% in the previous financial year. This
percentage was further increased to 57.2% in July 2016 due to
a share repurchase by Datacentrix.
Datacentrix is a complete ICT systems integrator that
provides solutions and services across the full information
value chain to its customers and has been listed on the main
board of the JSE since 1998.
3) SOLAREFF (PTY) LTD
On 1 February 2016, Pinnacle acquired 51% of the total voting
shares in issue of Solareff (Pty) Ltd ("Solareff").
Solareff is a fast growing solar photovoltaic specialist with
more than a decade’s experience in renewable energy projects.
As one of the top three solar photovoltaic specialist
companies in Southern Africa, it is recognised as a market
leader in its field.
4) INTDEV INTERNET TECHNOLOGIES (PTY) LTD
Pinnacle acquired 60% of the total voting shares in issue of
Intdev Internet Technologies (Pty) Ltd ("Intdev"), effective
on 1 March 2016. The transaction was entered into to further
increase the Group's Services and Solutions division.
Intdev Internet Technologies is an award-winning South
African IT company with a countrywide presence that has been
offering complete and customised IT and Internet Solutions
since 2003.
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
Fair value measurements of financial assets and liabilities are
analysed as follows:
Level 1 – fair value is determined from quoted prices
(unadjusted) in active markets for identical assets or
liabilities.
Level 2 – fair value is determined through the use of valuation
techniques based on observable inputs, either directly or
indirectly.
Level 3 – fair value is determined through the unobservable
inputs for the asset or liability.
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2016 2015 2016
Unaudited Unaudited Audited
Level R’000 R’000 R’000
FINANCIAL ASSETS
Trade and other
receivables 2 2 246 056 1 457 596 2 491 487
Share purchase
scheme loans 2 – 2 429 –
Derivative financial
asset 2 1 800 – –
Finance lease
receivables 2 651 846 538 505 586 683
Cash and cash
equivalents 1 482 523 31 616 241 493
FINANCIAL LIABILITIES
Interest-bearing
liabilities 2 403 218 315 551 353 570
Derivative financial
liability 2 – 19 914 19 598
Trade and other
payables 2 1 700 918 1 281 187 1 817 480
COMMENTARY
INTRODUCTION
The Group presents its condensed consolidated unaudited interim
financial results for the six months ended 31 December 2016.
OVERVIEW
Pinnacle has delivered satisfactory results with all of its
operating divisions growing despite the difficult market
conditions.
The acquisition of Datacentrix Holdings Limited (“Datacentrix”),
and to a lesser extent of Solareff Proprietary Limited
(“Solareff”), in the second half of the last financial year, has
contributed positively to the Group in the six months ended 31
December 2016. The strategy to diversify the Group’s business
from that of predominantly distribution is bearing fruit with the
contribution from the Services and Solutions cluster becoming
more significant. In addition, the focus on delivering profits
into cash has transformed the gearing of the group which has
allowed us to recommence our acquisition strategy.
A significant milestone in that strategy was the announcement on
SENS on 30 January 2017 that Pinnacle had fulfilled all of the
conditions precedent to acquire the balance of the ordinary share
capital of Datacentrix. Datacentrix will be accounted for as a
100% owned subsidiary with effect February 2017.
Pinnacle will continue to look at further acquisitions, both
local and international, to bolster its offerings in each of its
clusters as these opportunities present themselves with the focus
on expanding our Services and Solutions cluster.
FINANCIAL RESULTS
The Group had a strong first half with revenue growing 47% to
R6.3 billion with pleasing growth emanating from all operations,
particularly in our Services and Solutions cluster.
Operating profit margins improved to 5.7%, from 5.3% previously.
Small losses on foreign exchange were experienced due to the
volatility of the rand during the period and due to certain
foreign currency exposures that exist in African countries. In
addition, amortisation charges in the six months to December 2016
include amounts processed on intangibles recognised on business
combinations that were insignificant in the comparable period.
Taxation was impacted by security transfer tax paid on the
restructure of one of the subsidiaries in the group amounting to
R2.9 million, non-resident shareholders tax of R1.5 million paid
on a dividend received from a foreign subsidiary, and R3.8
million in an under provision of income tax in one of the
subsidiaries.
Headline earnings improved by 19% to R178 million and Core
earnings per share were up 17.2% to 110.2 cents per share (“cps”)
(H1 2016: 94.1 cps).
The Group continued with its strategy of cash generation and
working capital reduced by a further R200 million from the
position at the end of June 2016. Cash flow from operations
increased to R592 million (H1 2016: R183 million), and this
resulted in the Group having no short-term debt as at the end of
December 2016.
DIVISIONAL PERFORMANCE
The Distribution division increased revenue by 11% and EBITDA* by
13%.
– The division has traded well in a difficult market. The
strategy, implemented in prior periods, to offer more
enterprise and infrastructural products to our customers has
served the division well.
– Continued emphasis was placed on working capital management
and logistic efficiency in order to yield acceptable returns
and the division has responded magnificently to achieve a
further reduction in its working capital utilisation.
The Services and Solutions division, incorporating Datacentrix
and Solareff, has had a pleasing six months with revenue of R1.8
billion. New contracts have been secured in a highly competitive
environment that place the division well for growth in the
ensuing periods. The investment in working capital has been
reduced but the focus remains to reduce this further.
Centrafin has had a satisfactory six months. Revenue increased by
20% and the division continued to contribute positively to the
growth of the Group. The book continues to grow and is now at
R660 million from R564 million a year ago. The margins have been
maintained and customer defaults continue to be well managed.
* Earnings before interest, taxation, depreciation and
amortisation.
INVESTMENT ACTIVITIES AND FINANCIAL POSITION
Cash generated by operating activities in the six months to
December 2016 came in at a healthy R592 million.
The only other inflow of funds of significance was the increase
in the securitisation funding in Centrafin of R50 million.
The main cash outflows for the six months comprised:
– Net interest paid of R54 million;
– Taxation paid of R81 million;
– Net fixed assets acquired of R16 million;
– Further investment of R65 million into the Finance receivable
book;
– The repurchase of shares in Datacentrix by Datacentrix of R35
million;
– The repurchase of shares of R71 million; and
– Dividends paid of R33 million.
RELATED PARTY TRANSACTIONS
There have not been any reportable related party transactions in
the period except for those that are mentioned elsewhere in this
report.
SUBSEQUENT EVENTS
FURTHER ACQUISITION OF DATACENTRIX
On 30 January 2017, the Company and Datacentrix announced on SENS
that all of the conditions precedent for the acquisition of 100%
of the balance of the issued share capital of Datacentrix not
already owned by Pinnacle had been fulfilled.
CHANGE OF NAME
As communicated and subsequently approved by the Shareholders at
the Annual General Meeting, the name of Pinnacle Holdings Limited
will change to Alviva Holdings Limited.
The proposed new name has been approved by the Companies and
Intellectual Property Commission (“CIPC”). The abbreviated name
of the Company for the purposes of the JSE trading system will be
“Alviva”, the JSE alpha code will be “AVV” and the new ISIN will
be ZAE000227484. Listing of and trading in new shares on the JSE
under the new JSE code and ISIN will be from commencement of
business on 8 March 2017. For a period of not less than one year,
the Company will reflect the former name “Pinnacle Holdings
Limited” in brackets beneath the new name of “Alviva Holdings
Limited” on all documents of title.
No other events material to the understanding of the report
occurred in the period between the period-end date and the
publication date of this report.
DIVIDENDS
In line with previous years, no interim dividend is proposed for
the period under review.
PROSPECTS AND STRATEGIC INITIATIVES
The outlook for the year to 30 June 2017 is positive with
earnings expected to be above those of June 2016 due to on-going
improvements in all business segments.
– The Distribution division is well managed and well positioned
to take advantage of the opportunities in both the local
market and those beyond our borders.
– Centrafin will continue to maintain a steady growth with the
backing of its securitisation structure and funding.
– The Services and Solutions segment should continue their
growth trajectory and we are excited about their prospects.
The ongoing actions and strategy are to continue with further
improvements in working capital, to grow organically, to
diversify the overall business, and to invest into new
technologies. The Services and Solutions businesses will be
targeted for growth, both organically and by way of strategic
acquisitions.
STATEMENT OF COMPLIANCE, BASIS OF PREPARATION AND ACCOUNTING
POLICIES
The condensed consolidated unaudited interim financial results
for the six months ended 31 December 2016 have been prepared in
accordance with the Group’s accounting policies under the
supervision of the Chief Financial Officer, RD Lyon CA, and
complies with IAS 34: Interim Financial Reporting, the framework
concepts, and the measurement and recognition requirements of
International Financial Reporting Standards (“IFRS”), the SAICA
Reporting Guides as issued by the Accounting Practices Committee
and Financial Reporting Pronouncements as issued by the Financial
Reporting Standards Council, the Listings Requirements of the JSE
Limited and the requirements of the Companies Act of South Africa
(Act 71 of 2008), as amended.
The condensed consolidated unaudited interim financial results of
the Group are prepared on a historical basis except for certain
financial instruments, which are stated at fair value as
applicable.
The condensed consolidated unaudited interim financial results
have been prepared using accounting policies that comply with
IFRS and includes reasonable judgements and assessments. These
accounting policies are consistent with those applied in respect
of the audited consolidated annual financial statements for the
year ended 30 June 2016. All new interpretations and standards,
which became effective during the 6-month period under review,
have been assessed and adopted with no material impact.
Neither the condensed consolidated unaudited interim financial
results for the six months ended 31 December 2016, nor this set
of summarised financial information and disclosure, have been
reviewed or audited by the Group's auditors, Sizwe Ntsaluba
Gobodo Inc. The directors take full responsibility for the
preparation of this summarised report. Any reference to future
financial performance included in this announcement has not been
reviewed or reported on by the Group's auditors.
Core earnings per share is a non-IFRS measure and is based on
headline earnings per share (“HEPS”) adjusted to exclude
amortisation charges of intangibles recognised on business
combinations and one-off expenses related to acquisitions.
For and on behalf of the Board
AJ Fourie P Spies
Chairman Chief Executive Officer
Midrand
2 March 2017
PINNACLE HOLDINGS LIMITED
Directors:
AJ Fourie * (Chairman), A Tugendhaft * (Deputy Chairman), P Spies
(Chief Executive Officer), RD Lyon (Chief Financial Officer),
SH Chaba*^, N Medupe *^, B Sibiya #
* Non-executive
^ Independent non-executive
# Lead independent
Registered Office: The Summit, 269, 16th Road, Randjespark,
Midrand, 1685
Preparer of results: RD Lyon CA
Company Secretary: SL Grobler CA (SA)
Transfer Secretaries:
Computershare Investor Services (Pty) Ltd, Rosebank Towers, 15
Biermann Avenue, Rosebank, 2196
Auditors:
SizweNtsalubaGobodo Inc., Registered Auditors, Summit Place
Office Park, Building 4, Garsfontein Road 221, Menlyn, 0081
Sponsor:
Deloitte & Touche Sponsor Services (Pty) Ltd, Building 8,
Deloitte Place, The Woodlands, 20 Woodlands Drive, Woodmead, 2196
Date: 02/03/2017 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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