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Firm intention announcement in respect of an offer to Nedbank preference shareholders and withdrawal of cautionary
NEDBANK LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1951/000009/06)
JSE share code: NBKP
ISIN: ZAE000043667
JSE alpha code: BINBK
(“Nedbank” or “the Company”)
FIRM INTENTION ANNOUNCEMENT BY NEDBANK IN RESPECT OF AN OFFER TO NEDBANK
PREFERENCE SHAREHOLDERS TO ACQUIRE ALL, OR ALTERNATIVELY A PORTION OF, THEIR
PREFERENCE SHARES, TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT OR A
STANDBY GENERAL OFFER, AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
1.1. Nedbank shareholders (“Shareholders”) are referred to the cautionary announcement
published on the Stock Exchange News Service of JSE Limited (“JSE”) (“SENS”) on Tuesday,
21 September 2021 (“Cautionary Announcement”).
1.2. The board of directors of Nedbank (“Board”) is pleased to announce that it has resolved to
propose a repurchase of all, or alternatively a portion of, the non-redeemable, non-cumulative,
non-participating, variable rate preference shares of Nedbank (“Preference Shares”) by way
of two separate, but concurrent offers (“Proposed Repurchase”), comprising:
1.2.1. an offer to all of the holders of Preference Shares (“Preference Shareholders”)
to repurchase all their Preference Shares (“Scheme Shares”) for a cash
consideration of ZAR9.79 per Scheme Share (“Scheme Consideration”), in
accordance with the provisions of sections 114(1)(c) and 114(1)(e), read with
section 115(2)(a), of the Companies Act of South Africa, 71 of 2008, as amended,
(“Companies Act”), by way of a scheme of arrangement between Nedbank and
the Preference Shareholders (“Scheme”), which, if successfully implemented will
result in all Preference Shares being repurchased, cancelled and removed from
the issued share capital of Nedbank and subsequently delisted from the Main
Board of the JSE; and
1.2.2. separate to the Scheme, but concurrently with it, and subject to the Scheme not
becoming operative, a general offer (“Standby Offer”) by Nedbank, in terms of
section 48(2)(a) read with sections 48(8)(a) and 48(8)(b) (read with the
requirements of sections 114 and 115) of the Companies Act, to Preference
Shareholders to repurchase all or, if only certain of the Preference Shareholders
accept the Standby Offer, a portion of their Preference Shares (“Standby Offer
Shares”) for a cash consideration of ZAR9.04 per Standby Offer Share (“Standby
Offer Consideration”). The Standby Offer may be accepted or rejected by
Preference Shareholders (in whole or in part) and, if successfully implemented,
will result in only those Preference Shares that have been voluntarily tendered
being repurchased, cancelled and removed from the issued share capital of
Nedbank, and the subsequent delisting of those Preference Shares that are
repurchased and cancelled from the Main Board of the JSE. If there are any
remaining Preference Shareholders after the implementation of the Standby
Offer, then the Standby Offer will not result in a delisting as contemplated in
section 1 of the Listings Requirements of the JSE (“Listings Requirements”).
1.3. The Scheme and the Standby Offer are proposed concurrently on the basis that the
implementation of the Standby Offer will be conditional on, inter alia, the Scheme not
becoming unconditional and operative. In this regard, if the Scheme becomes unconditional
and operative, the Standby Offer will lapse. Alternatively, if the Scheme does not become
unconditional and operative and the Standby Offer becomes wholly unconditional, the Standby
Offer will become effective.
1.4. The Board further confirms that, as a bank, Nedbank is required to and has obtained the
consent of the Prudential Authority of the South African Reserve Bank in terms of regulation
38(16)(a)(ii) of the regulations, 2012 as amended and substituted from time to time and
promulgated under the Banks Act, 94 of 1990, to proceed with the Proposed Repurchase to
be implemented, either in terms of the Scheme or the Standby Offer, as the case may be.
1.5. The contents of this announcement constitute a firm intention by Nedbank to make an offer to
the Preference Shareholders as contemplated in Chapter 5 of the Companies Act and Chapter
5 of the Companies Regulations, 2011, promulgated under the Companies Act (which includes
the “Takeover Regulations” issued pursuant to sections 120 and 223 of the Companies Act)
(“Companies Regulations”) (“Firm Intention Announcement”).
1.6. Nedbank has appointed, in terms of the Takeover Regulations, an independent board of
directors of the Company (“Independent Board”) for purposes of the Scheme and, although
not a requirement of the Takeover Regulations, the Standby Offer, to advise Preference
Shareholders on the terms and conditions of the Scheme and the Standby Offer. The
Independent Board comprises Messrs. Hubert Brody, Stanley Subramoney and Brian Dames.
1.7. The purpose of this Firm Intention Announcement is to advise Shareholders of the Proposed
Repurchase and specifically the terms and conditions of the Scheme and the Standby Offer.
2. BACKGROUND TO THE PREFERENCE SHARES
2.1. Nedbank has issued, and the Preference Shareholders have subscribed for, 358 277 491
Preference Shares with a nominal value of 0.1 cent each, which Preference Shares are
currently listed on the Main Board of the JSE under the abbreviated name “Nedbank-P”.
2.2. The Preference Shares were issued in several tranches from 2002 to 2010 as part of
regulatory capital under the then prevailing Basel II requirements, ranging from a minimum
issue price of ZAR9.90 per Preference Share on 9 September 2009 to ZAR10.68 per
Preference Share on 30 November 2003. On the date preceding this Firm Intention
Announcement, the Preference Shares have a blended average carrying value of ZAR9.94
per Preference Share. The quoted closing price of the Preference Shares on Monday, 20
September 2021, the day preceding the Cautionary Announcement, was ZAR7.66 per
Preference Share.
2.3. The Preference Shares experience low trading volumes and low liquidity, which have
contributed to the Preference Shares trading at a material discount to their issue prices and
blended average carrying value.
2.4. The Preference Shares' contribution towards regulatory capital has been reducing over time
as these instruments have been phased-out in terms of Basel III regulatory requirements, and
accordingly, from 1 January 2022 Nedbank will not derive any regulatory capital benefit
associated with the Preference Shares. Furthermore, in terms of the draft Financial Sector
Laws Amendment Bill the Preference Shares are unlikely to qualify as ‘First Loss After Capital’
(FLAC) instruments. As a result, Nedbank has deemed it appropriate not to continue to have
the Preference Shares in its issued share capital and the appropriate manner of achieving this
is through the Proposed Repurchase of the Preference Shares as contemplated in this Firm
Intention Announcement.
3. RATIONALE FOR THE PROPOSED REPURCHASE BY WAY OF THE SCHEME OR THE
STANDBY OFFER
The rationale for, and potential benefits of, the Proposed Repurchase, to be implemented through
either the Scheme or the Standby Offer, are as follows:
3.1. the Preference Shares are perpetual and accordingly, other than through a sale of the
Preference Shares by the Preference Shareholders, there is no other practical way for a
Preference Shareholder to dispose of their Preference Shares;
3.2. provides the opportunity for a single liquidity event for all Preference Shareholders that would
otherwise be difficult to achieve, due to the thin market for preference shares in general which
results in low liquidity and trading volumes, and further, to provide the opportunity to
Preference Shareholders to monetise their Preference Shares at a significant premium to the
ruling Preference Share price prior to the Cautionary Announcement;
3.3. Preference Shareholders can potentially utilise the Scheme Consideration, or the Standby
Offer Consideration as the case may be, to re-invest in alternative listed preference shares
with a similar yield to that of the Preference Shares, prior to the Cautionary Announcement,
thereby potentially increasing the Preference Shareholders’ returns;
3.4. each of the Scheme Consideration and the Standby Offer Consideration represent a 32.8%
and 22.7% premium, respectively, to the 60-day volume weighted average price (“VWAP”) of
the Preference Shares of ZAR7.37 per Preference Share on the day before the Cautionary
Announcement (published on SENS on Tuesday, 21 September 2021);
3.5. each of the Scheme Consideration and the Standby Offer Consideration represent a 29.8%
and 19.9% premium, respectively, to the 30-day VWAP of the Preference Shares of ZAR7.54
per Preference Share on the day before the Cautionary Announcement;
3.6. the Board has proposed that Nedbank uses funding resources accessed in the ordinary course
of business to repurchase the Preference Shares, noting that the Preference Shares have
effectively become funding instruments with no regulatory capital benefits as Basel III
regulatory requirements have been phased-in. The Proposed Repurchase (which will cost
Nedbank a maximum of ZAR3 507 536 637 to fund the Scheme Consideration, being the
maximum consideration required to implement the Proposed Repurchase, whether the
Proposed Repurchase is implemented by way of the Scheme or the Standby Offer) will provide
Preference Shareholders with an opportunity to realise their investment in the Preference
Shares through an exit/partial exit at a premium. The Takeover Regulation Panel established
in terms of section 196 of the Companies Act (“TRP”) has permitted Nedbank to provide the
irrevocable, unconditional cash confirmation in terms of Companies Regulations 111(4) and
111(5) which cash confirmation has been provided by Nedbank and accepted by the TRP;
and
3.7. the Board has considered the Preference Shares’ reducing contribution to Nedbank’s
regulatory capital and is of the view that the Proposed Repurchase, whether by way of the
Scheme or the Standby Offer, would be value-accretive to Nedbank’s income statement and
balance sheet.
4. TERMS AND CONDITIONS OF THE SCHEME
The Scheme constitutes an “affected transaction” as defined in section 117(1)(c)(iii) of the Companies
Act and, as such, is regulated by the Companies Act and the Companies Regulations. The salient
terms of and other information pertaining to the Scheme are set out below:
4.1. Terms of the Scheme
4.1.1. The Scheme will be proposed by the Board between the Company and
Preference Shareholders.
4.1.2. The Scheme will be subject to the fulfilment, or waiver (to the extent permissible)
of the Scheme conditions precedent set out in paragraph 4.3 below.
4.1.3. If the Scheme becomes unconditional and operative, Preference Shareholders,
excluding those Preference Shareholders who validly exercise their appraisal
rights in accordance with section 164 of the Companies Act as a consequence of
the approval of the Scheme and whose rights have not been reinstated as
envisaged in sections 164(9) and 164(10) of the Companies Act, or who have not
been ordered by any South African court of competent jurisdiction (“Court”) to
withdraw their demands in terms of section 164(15)(c)(v)(aa) of the Companies
Act (“Scheme Participants”), will be deemed to have disposed of all of their
Scheme Shares at the Scheme Consideration, such that Nedbank will repurchase
all of the Scheme Shares previously held by the Scheme Participants, whereafter
the listing of all the Scheme Shares on the JSE will be terminated.
4.2. Scheme Consideration
The Scheme Participants will receive the Scheme Consideration, being an amount of ZAR9.79
per Scheme Share held by such Scheme Participant.
4.3. Scheme Conditions
4.3.1. The operation of the Scheme is subject to the fulfilment, or waiver (to the extent
permissible) of the following conditions precedent (“Scheme Conditions”) by no
later than 17h00 on 28 February 2022 or such later time and date as Nedbank
may in its sole discretion determine (and subject to approval from the TRP)
(“Scheme Conditions Fulfilment Date”):
4.3.1.1. subject to paragraph 4.3.2, no written notice from any Preference
Shareholder/s, entitled to dissent and holding in aggregate at least
2% (two percent) of the Preference Shares, is received by Nedbank
in terms of section 164(3) of the Companies Act objecting to the
resolution required to approve the Scheme (“Scheme Resolution”),
before the Scheme Resolution is to be voted on at the meeting of
Preference Shareholders to vote on the Scheme Resolution
(“Scheme Meeting”);
4.3.1.2. all necessary Shareholder approvals and/or resolutions as may be
necessary to give effect to the Scheme having been obtained,
including but not limited to the Scheme having been approved by the
requisite majority of the Preference Shareholders at the Scheme
Meeting as contemplated in sections 114(1)(c) and 114(1)(e) and
section 115(2)(a) of the Companies Act, and the resolutions required
to be approved by Nedbank Group Limited, the ordinary shareholder
of the Company (“Ordinary Shareholder”), (“General Meeting
Resolutions”) having been approved by the Ordinary Shareholder at
the meeting of Shareholders (“General Meeting”);
4.3.1.3. to the extent that the provisions of section 115(2)(c) read with section
115(3) of the Companies Act become applicable:
4.3.1.3.1. the Scheme being approved by the relevant Court
unconditionally or, if subject to conditions, the person
on whom such conditions are imposed approves
such conditions and undertakes in writing to comply
therewith; and
4.3.1.3.2. Nedbank not treating the aforesaid Scheme
Resolution as a nullity in terms of section 115(5)(b)
of the Companies Act; and
4.3.1.4. the issue by the TRP of a compliance certificate in relation to the
Scheme as required by section 115(1)(b), read with section 119(4)(b)
and section 121(b), of the Companies Act.
4.3.2. The Scheme Condition Precedent stipulated in paragraph 4.3.1.1 above may be
waived (in whole or in part) at the sole and absolute discretion of Nedbank. The
remaining Scheme Conditions stipulated above are not capable of waiver.
4.3.3. The Scheme Conditions Fulfilment Date may be extended by Nedbank, subject
to any approval as may be required from the TRP. An announcement will be
released on SENS and published in the South African press as soon as
reasonably practicable after all the Scheme Conditions have been fulfilled or
waived, if the Scheme Conditions are not fulfilled or waived timeously, or if the
time and/or date for fulfilment or waiver of the Scheme Conditions is extended.
4.3.4. For the avoidance of doubt, if the Scheme Conditions are not fulfilled or waived
(to the extent permissible) by the Scheme Conditions Fulfilment Date, then the
Scheme shall not become unconditional and operative and, subject to the
Standby Offer not becoming unconditional and/or being implemented, the
Preference Shareholders will continue in their present position as preference
shareholders in Nedbank.
4.4. Termination of the Scheme
The Scheme shall terminate and cease with immediate effect if any of the Scheme Conditions
have not been fulfilled or waived (to the extent permissible) on or by the Scheme Conditions
Fulfilment Date.
5. TERMS AND CONDITIONS OF THE STANDBY OFFER
5.1. Terms of the Standby Offer
5.1.1. Simultaneously with the Scheme, Nedbank hereby makes a separate but
concurrent offer, in terms of sections 48(2)(a) read with sections 48(8)(a) and
48(8)(b) (read with the requirements of sections 114 and 115) of the Companies
Act, to Preference Shareholders, whereby each Preference Shareholder will be
entitled to elect whether or not to dispose of all, or a portion of, their Standby Offer
Shares to Nedbank for the Standby Offer Consideration.
5.1.2. Implementation of the Standby Offer will be conditional on, inter alia, the Scheme
not becoming unconditional and operative. If the Scheme does become
unconditional and operative, the Standby Offer will lapse and be of no force and
effect. In addition to the Standby Offer being conditional on the Scheme not
becoming unconditional and operative, the Standby Offer is also subject to the
fulfilment or waiver (to the extent permissible), of the Standby Offer conditions
precedent set out in paragraph 5.3 below.
5.1.3. If the Standby Offer becomes unconditional and operative, and is implemented,
Nedbank will repurchase all the Standby Offer Shares tendered and previously
held by those Preference Shareholders who have accepted the Standby Offer
(“Standby Offer Participants”).
5.2. Standby Offer Consideration
Standby Offer Participants will, if they accept the Standby Offer, receive the Standby Offer
Consideration, being an amount of ZAR9.04 per Standby Offer Share held by such Standby
Offer Participant.
5.3. Standby Offer Conditions
5.3.1. The implementation of the Standby Offer is subject to the fulfilment or waiver (to
the extent permissible), of the following conditions precedent (“Standby Offer
Conditions”) by no later than 17h00 on 28 February 2022 or such later date as
Nedbank may, in its sole discretion, determine (“Standby Offer Conditions
Fulfilment Date”):
5.3.1.1. the Scheme does not become unconditional and operative (meaning
that a Scheme Condition has not been fulfilled or waived by no later
than 17h00 on the Standby Offer Conditions Fulfilment Date or such
later time and date as Nedbank may in its sole discretion determine);
and
5.3.1.2. the General Meeting Resolutions having been approved by the
Ordinary Shareholder at the General Meeting.
5.3.2. The Standby Offer Conditions stipulated above are not capable of waiver.
5.3.3. The Standby Offer Conditions Fulfilment Date may be extended by Nedbank. An
announcement will be released on SENS and published in the South African
press as soon as reasonably practicable after all the Standby Offer Conditions
have been fulfilled or waived, if the Standby Offer Conditions are not fulfilled or
waived timeously, or if the time and/or date for fulfilment or waiver of the Standby
Offer Conditions is extended.
5.3.4. If the Standby Offer Conditions are not fulfilled or waived (to the extent
permissible) by the Standby Offer Conditions Fulfilment Date, then the Standby
Offer will not become unconditional and be implemented and the Standby Offer
Participants will continue in their present position as preference shareholders in
Nedbank.
5.4. Termination of the Standby Offer
The Standby Offer shall terminate and cease with immediate effect if the Scheme is
implemented or if any of the Standby Offer Conditions have not been fulfilled or waived (to the
extent permissible) on or by the Standby Offer Conditions Fulfilment Date.
6. IRREVOCABLE UNDERTAKINGS
6.1. Nedbank has obtained approval from the TRP to approach some of the Preference
Shareholders to provide irrevocable undertakings to:
6.1.1. vote their relevant number of Preference Shares, which are either held as
principal or on behalf of clients, in favour of the resolutions to be proposed at the
Scheme Meeting in respect of which they are entitled to vote (including the
Scheme Resolution) or such additional number of Preference Shares as they may
hold at the time of the Scheme Meeting (together, the “Relevant Shares”); and/or
6.1.2. irrevocably accept the Standby Offer in respect of all (or some of) the Relevant
Shares.
6.2. At the date of this Firm Intention Announcement, Nedbank has received irrevocable
undertakings and/or letters of support from the following Preference Shareholders who
collectively hold 24.13% Preference Shares to vote the following number of Preference
Shares, which are either held by them as principal or on behalf of clients, that they may hold
at the time of the Scheme Meeting in favour of all the resolutions required to implement the
Scheme, including the Scheme Resolution.
Number of Percentage of
Preference Shareholder Preference Shares Preference Shares*
Prescient Investment Management (SA) 44 271 399 13.93%
Sanlam Investment Management 12 020 145 3.78%
Hollard Insurance (ZA) 7 649 253 2.41%
OUTsurance Insurance Company Limited (SA) 7 586 720 2.39%
STANLIB Asset Management (SA) 5 132 014 1.62%
*Based on 317 741 402 Preference Shares, which is 358 277 491 Preference Shares in issue less 40 536 089
Preference Shares held in aggregate by Nedbank Group Limited, Nedgroup Insurance Company Limited and
Nedgroup Life Assurance Company Limited and which entities have agreed not to vote at the Scheme Meeting.
7. SOLVENCY AND LIQUIDITY
7.1. It is recorded, in respect of the Proposed Repurchase of the Preference Shares, that:
7.1.1. in terms of section 46(1)(a)(ii) of the Companies Act, the Board has, by way of
resolution, authorised the Proposed Repurchase of the Preference Shares in
terms of either the Scheme or the Standby Offer;
7.1.2. in terms of section 46(1)(b) of the Companies Act, the Board is satisfied that it
reasonably appears that Nedbank will satisfy the solvency and liquidity test as set
out in section 4 of the Companies Act, immediately after having completed the
Proposed Repurchase of the Preference Shares (whether by way of the Scheme
or the Standby Offer) and, in this regard, the different considerations offered
under each of the Scheme and the Standby Offer have been taken into account;
7.1.3. in terms of section 46(1)(c) of the Companies Act, the Board has, by resolution,
acknowledged that it has applied the solvency and liquidity test, as set out in
section 4 of the Companies Act, and reasonably concluded that Nedbank will
satisfy the solvency and liquidity test immediately after having completed the
Proposed Repurchase of the Preference Shares (whether implemented in terms
of the Scheme or the Standby Offer); and
7.1.4. since the solvency and liquidity test was performed, there have been no material
changes to the financial position of Nedbank.
7.2. The financial effect of the Proposed Repurchase on Nedbank is a maximum cash outflow of
approximately ZAR3 507 536 637 and a debit against Preference Share capital and share
premium.
8. INDEPENDENT EXPERT AND FAIR AND REASONABLE OPINION
8.1. In accordance with section 114(2) of the Companies Act, the Independent Board has
appointed Questco Corporate Advisory Proprietary Limited as the independent expert in terms
of section 114(2) of the Companies Act and regulation 90 of the Companies Regulations
(“Independent Expert”) to provide the Independent Board with external advice in relation to
the Scheme and, although not a requirement of the Takeover Regulations, the Standby Offer,
in the form of a fair and reasonable opinion as required by and in compliance with the Takeover
Regulations (“Independent Expert Report”).
8.2. The Independent Expert Report will be attached to the Circular to be distributed to
Shareholders as referred to in paragraph 12 below.
9. VIEWS OF THE INDEPENDENT BOARD
The views of the Independent Board, taking into account the Independent Expert’s Report, will be more
fully set out in the Circular to be distributed to Shareholders as referred to in paragraph 12 below.
10. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively, accept full responsibility for the
accuracy of the information contained in this Firm Intention Announcement which relates to Nedbank,
the Scheme and the Standby Offer, and certify that, to the best of their knowledge and belief, such
information is true, and that this Firm Intention Announcement does not omit any facts that would make
any of the information false or misleading or would be likely to affect the importance of any information
contained in this Firm Intention Announcement. The Independent Board and the Board have made all
reasonable enquiries to ascertain that no facts have been omitted and that this Firm Intention
Announcement contains all information required by law.
11. CONFIRMATION OF CASH SET ASIDE
Nedbank will use available resources within Nedbank to fund the Scheme Consideration or the
Standby Offer Consideration, as applicable. The funds to settle the Scheme Consideration or the
Standby Offer Consideration are available and are currently held in an account with Nedbank. In
accordance with regulation 111(4) and 111(5) of the Takeover Regulations, Nedbank has delivered to
the TRP a written confirmation of cash set aside in respect of the total Scheme Consideration, being
the maximum possible consideration in respect of the Proposed Repurchase in terms of the Scheme.
12. POSTING OF THE CIRCULAR AND NOTICES OF THE SCHEME MEETING AND THE GENERAL
MEETING
12.1. A circular providing full details of the Scheme and the Standby Offer, and containing notices
of the Scheme Meeting and the General Meeting, the Independent Expert’s Report, the
recommendations of the Independent Board, the salient dates and times relating to the
Scheme and the Standby Offer and the necessary forms in order to effect the Scheme and
the Standby Offer, is expected to be distributed to Shareholders on or about Tuesday, 19
October 2021 (“Circular”).
12.2. In light of the restrictions on public gatherings pursuant to the regulations issued in terms of
section 27(2) of the Disaster Management Act 57 of 2002, arising from the Covid-19 pandemic,
the Scheme Meeting and the General Meeting will be conducted entirely by electronic
communication. Nedbank is permitted in terms of the Companies Act to hold a Shareholders’
meeting entirely by electronic communication and the memorandum of incorporation does not
prohibit Nedbank from holding its Shareholders’ meeting by electronic communication. The
Board has decided that it is appropriate to hold the Scheme Meeting and the General Meeting
entirely by electronic communication in accordance with section 63(2) of the Companies Act.
12.3. Accordingly, the Scheme Meeting and the General Meeting will be conducted entirely through
electronic communication. The electronic meeting facilities will permit all Shareholders to be
able to communicate concurrently with each other without an intermediary, and to participate
reasonably effectively in the meetings. Voting via the electronic facility will be the only method
available to Shareholders to vote their shares at these meetings. The Scheme Meeting and
the General Meeting are expected to be held on or about Friday, 19 November 2021.
12.4. A further announcement setting out details of the salient dates and times will be published on
SENS in due course.
13. WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
The Cautionary Announcement is hereby withdrawn and, accordingly, Preference Shareholders do
not need to exercise caution in dealing in their Preference Shares.
Johannesburg
8 October 2021
INVESTMENT BANK, CORPORATE ADVISOR AND SPONSOR
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
INDEPENDENT TRANSACTION SPONSOR
Investec Bank Limited
LEGAL ADVISOR
Edward Nathan Sonnenbergs Incorporated
INDEPENDENT EXPERT
Questco Corporate Advisory Proprietary Limited
TRANSFER SECRETARY
JSE Investor Services Proprietary Limited
Date: 08-10-2021 05:11:00
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