Wrap Text
Results of the Capital Raising (excluding the Retail Offer)
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SINGAPORE
OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM A
PART OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN
SHALL CONSTITUTE OR FORM A PART OF ANY OFFER, INVITATION OR RECOMMENDATION
TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU NO. 596/2014), AS IT FORMS PART
OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED.
11 July 2024
Sirius Real Estate Limited
Results of the Capital Raising (excluding the Retail Offer)
Sirius Real Estate Limited ("Sirius" or the "Company" and together with its subsidiaries, the "Group")
is pleased to announce the results of the Capital Raising (excluding the Retail Offer) set out in the
Company's announcement of yesterday ("Capital Raise Announcement"), the net proceeds of
which enables the Company to execute its ongoing acquisition strategy.
The Placing, South Africa Placing and Subscription components of the Capital Raising will in aggregate
comprise the issue of 159,574,468 new Ordinary Shares (the "Offer Shares"), which will raise gross
proceeds of £150 million. The Offer Shares represent approximately 11.8 per cent. of the existing issued
ordinary share capital of the Company prior to the Capital Raising.
The Offer Price of 94 pence represents a discount of approximately 3.5 per cent. to the closing share
price of 97.45 pence on 10 July 2024. The Offer Price represents a discount of approximately 2.1 per
cent. to the volume weighted average price on the JSE over the thirty trading days prior to 10 July 2024
of 96.05 pence. The Offer Price is in line with the Company's Adjusted NAV per Share as at 31 March
2024.
Berenberg and Peel Hunt acted as joint global co-ordinators and joint bookrunners, together with
Panmure Liberum who acted as joint bookrunner, in respect of the Placing. PSG Capital acted as sole
bookrunner and placing agent in respect of the South Africa Placing.
The Company consulted with a number of its shareholders prior to the Capital Raising and has
respected the principles of pre-emption through the allocation process, while also allowing the
participation of new long-only shareholders. The Company is pleased with the strong support it has
received from new and existing investors.
Admission
Application will be made for the admission of the Offer Shares to listing on the premium segment of the
Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities
and for listing and trading on the main board of the JSE. UK Admission is expected to become effective
at 8.00 a.m. (London time) on 16 July 2024 or such later date as the Banks, the Company and PSG
Capital may agree being no later than 8.00 a.m. (London time) on 30 July 2024. JSE Admission is
expected to become effective at 9.00 a.m. (Johannesburg time) on 16 July 2024 or such later date as
the Banks, the Company and PSG Capital may agree being no later than 9.00 a.m. (Johannesburg
time) on 30 July 2024.
In connection with UK Admission, the Prospectus is expected to be published, subject to applicable law
and regulations, on Sirius's website later today following approval by the FCA. Approval of the
Prospectus by the FCA should not be understood to be an endorsement of the New Ordinary Shares
by the FCA. Members of the public are not eligible to take part in the Placing or the South Africa Placing.
Prospective investors who are not participating in the Placing or the South Africa Placing should read
the Prospectus before making an investment decision in order to fully understand the potential risks
associated with the decision to invest in the Company's Ordinary Shares.
The Capital Raising is conditional on, inter alia (i) the Sponsor and Placing Agreement not having been
terminated in accordance with its terms and (ii) UK Admission and JSE Admission occurring.
Director and PDMR participation in the Capital Raising
As part of the Capital Raising, certain Directors and PDMRs and persons closely associated have
subscribed for new Ordinary Shares ("Subscription Shares") in the capital of the Company at the Offer
Price (the "Subscription") and in the Placing contributing approximately £125,000 in aggregate.
Related party participation BlackRock is a substantial shareholder of the Company and therefore is
a related party for the purposes of the UK Listing Rules.
BlackRock's subscription for 17,749,993 Offer Shares in the Placing at the Offer Price, representing an
aggregate consideration of approximately £16.7 million, constitutes a smaller related party transaction
and falls within Listing Rule 11.1.10 R(1) and this Announcement is therefore made in accordance with
Listing Rule 11.1.10R(2). Following completion of the Capital Raising (excluding the Retail Offer),
BlackRock will hold approximately 11.1% of the enlarged issued share capital of the Company.
The participation in the Capital Raising by related parties (as defined in the JSE Listings Requirements)
occurred on the basis outlined in the Capital Raise Announcement, as permitted in terms of resolutions
17 and 18 adopted at the Company's most recent AGM and in compliance with the JSE Listings
Requirements.
Capitalised terms used but not defined in this announcement (the "Announcement") shall have the
meaning given to them in the Capital Raise Announcement.
Commenting on the transaction, Andrew Coombs, Chief Executive Officer of Sirius Real Estate
Limited, said:
"The success of this capital raise is a strong endorsement of our ambitious growth strategy and
operational track record, having recently announced our tenth year of both annualised rental growth
above 5% and dividend increases. That we have been able to raise further capital so soon after both
our equity raise in November, from which all proceeds have now been successfully invested, and our
c. €60m bond tap in May, demonstrates the continued appeal amongst investors of our strategy,
platform and carefully assembled portfolio.
"We now look forward to investing the proceeds into our identified pipeline of attractive acquisition
opportunities across both Germany and the U.K., and to utilising our operating platform to add value to
these assets, while contributing to growing annual FFO to our €150 million per annum medium term
target."
Ends
For further information, contact:
Enquiries:
Sirius Real Estate Limited
Andrew Coombs, CEO / Chris Bowman, CFO
Tel: +44 (0) 203 717 1000 (via FTI)
Berenberg (UK Sponsor, Joint Global Co-ordinator & Joint Bookrunner)
Toby Flaux / Richard Bootle / Alix Mecklenburg-Solodkoff / Patrick Dolaghan
Tel: +44 (0) 203 207 7800
Peel Hunt (Joint Global Co-ordinator & Joint Bookrunner)
Investment Banking: Capel Irwin / Carl Gough / Henry Nicholls / Flora McMicking
ECM Syndicate: Sohail Akbar / Ella Hastings
Tel: +44 (0) 207 418 8900
Panmure Liberum (Joint Bookrunner)
David Watkins / Amrit Mahbubani
Tel: +44 (0) 203 100 2000
PSG Capital (SA Adviser, Sole SA Bookrunner, Placing Agent & JSE Sponsor)
Terence Kretzmann / Calvin Craig / Johann Piek
Tel: +27 (0) 81 831 2709 / +27 (0) 72 959 8198 / +27 (0) 65 975 1000
FTI Consulting (Financial PR)
Richard Sunderland / Ellie Sweeney / James McEwan / Talia Shirion
Tel: +44 (0) 203 727 1000
SiriusRealEstate@fticonsulting.com
About Sirius Real Estate Limited
Sirius is a property company listed on the main and premium market of the London Stock Exchange
and the main board of the JSE. It is a leading owner and operator of branded business and industrial
parks providing conventional space and flexible workspace in Germany and the UK. As of
31 March 2024, the Group's portfolio comprised 142 assets let to 9,654 tenants with a total book value
of over €2.1 billion, generating a total annualised rent roll of €188.7 million. Sirius also holds a 35%
stake in Titanium, its €350+ million German-focused joint venture with clients of AXA IM Alts.
The Company's strategy centres on acquiring business parks at attractive yields and integrating them
into its network of sites - both under the Sirius and BizSpace names and alongside a range of branded
products. The business then seeks to reconfigure and upgrade existing and vacant space to appeal to
the local market via intensive asset management and investment and may then choose to refinance or
dispose of assets selectively once they meet maturity, to release capital for new investment. This active
approach allows the Company to generate attractive returns for shareholders through growing rental
income, improving cost recoveries and capital values, and enhancing returns through securing efficient
financing terms.
For more information, please visit: www.sirius-real-estate.com
Follow us on LinkedIn at https://www.linkedin.com/company/siriusrealestate/
Follow us on X (Twitter) at @SiriusRE
Pre-Emption Group Reporting
The Capital Raising is a non-pre-emptive issue of equity securities for cash and accordingly the
Company makes the following post transaction report in accordance with the most recently published
Pre-Emption Group Statement of Principles (2022).
Name of Issuer Sirius Real Estate Limited
Transaction details In aggregate, 159,574,468 new Ordinary Shares (comprising 136,035,152
Placing Shares, 23,404,255 SA Placed Shares, and 135,061 Subscription
Shares) will be issued, representing approximately 11.8% of the
Company's issued ordinary share capital.
Settlement for the new Ordinary Shares and UK Admission is expected to
take place on or before 8.00 a.m. (London time) on 16 July 2024 and JSE
Admission is expected to take place on or before 9.00 a.m. (Johannesburg
time) on 16 July 2024.
Use of proceeds The net proceeds of the Capital Raising will be used to provide the
Company with the flexibility to execute on its ongoing acquisition strategy.
Quantum of proceeds In aggregate, the Placing, South Africa Placing and Subscription raised
gross proceeds of approximately £150 million and estimated net proceeds
of approximately £144.3 million.
Discount The Offer Price of 94 pence represents a discount of approximately 3.5 per
cent. to the closing share price of 97.45 pence on 10 July 2024.
Allocations Soft pre-emption has been adhered to in the allocations process.
Management was involved in the allocations process, which has been
carried out in compliance with the MiFID II Allocation requirements.
Allocations made outside of soft pre-emption were preferentially directed
towards existing shareholders in excess of their pro rata, or new
shareholders from a long perspective and wall-crossed accounts.
Consultation Berenberg, Peel Hunt, Panmure Liberum and PSG Capital undertook a
pre-launch wall-crossing process, including consultation with major
shareholders, to the extent reasonably practicable and permitted by law.
Retail investors The Capital Raising is intended to include a Retail Offer which is expected
to launch following publication of the prospectus, for up to a total of £2.5
million via the PrimaryBid platform. Retail investors who participate in the
Retail Offer will be able to do so at the same Offer Price as all other
investors participating in the Placing, South Africa Placing and
Subscription.
The Retail Offer will be made available to existing shareholders and new
investors in the UK. Investors will be able to participate through
PrimaryBid's platform via its partner network (covering 60+ FCA registered
intermediaries) and through PrimaryBid's free-to-use direct channel.
Investors had the ability to participate in this transaction through ISAs and
SIPPs, as well as General Investment Accounts (GIAs). This combination
of participation routes meant that, to the extent practicable on the
transaction timetable, eligible UK retail investors (including certificated
retail shareholders) have the opportunity to participate in the Capital
Raising alongside institutional investors.
Allocations in the Retail Offer will be preferentially directed towards existing
shareholders in keeping with the principle of soft pre-emption.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FCA OR THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States
of America. This Announcement is not an offer of securities for sale into the United States. The
securities referred to herein have not been and will not be registered under the Securities Act and may
not be offered or sold in the United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada,
Australia, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the
Offer Shares is being made in any such jurisdiction.
No action has been taken by the Company, any of the Banks or PSG Capital or any of their respective
affiliates, or any person acting on its or their behalf that would permit an offer of the Offer Shares or
possession or distribution of this Announcement or any other offering or publicity material relating to
such Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, the Banks and PSG Capital to
inform themselves about, and to observe, such restrictions.
In member states of the European Economic Area (the "EEA"), this Announcement is directed at and
is only being distributed to "qualified investors" within the meaning of Article 2(e) of the Prospectus
Regulation ("Qualified Investors"). In the United Kingdom, this Announcement is directed at and is
only being distributed to "qualified investors" within the meaning of the UK Prospectus Regulation who
are also (i) persons having professional experience in matters relating to investments who fall within
the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies,
unincorporated associations and partnerships and trustees of high value trusts as described in Article
49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated
(all such persons together being "Relevant Persons"). Any investment or investment activity to which
this Announcement relates is available only to (i) in any member state of the EEA, Qualified Investors;
and (ii) in the United Kingdom, Relevant Persons, and will be engaged in only with such persons. This
Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who
are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances
have not been, and will not be, obtained from any applicable body in South Africa in relation to the Offer
Shares and the Offer Shares have not been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of Australia, Canada, South Africa or Japan.
Accordingly, the Offer Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada or
Japan or any other jurisdiction in which such activities would be unlawful.
In South Africa, the South Africa Placing has only been made by way of a private placement of Ordinary
Shares to selected persons (i) falling within one of the specified categories listed in section 96(1)(a) of
the South African Companies Act, No. 71 of 2008, as amended (the "South African Companies Act");
or (ii) acting as principal, acquiring SA Placed Shares for a total contemplated acquisition cost of
ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act
("South African Eligible Investors"). This Announcement is only being made available to such South
African Eligible Investors. Accordingly (i) the South Africa Placing is not an offer to the public as
contemplated in the South African Companies Act; (ii) this Announcement, the Capital Raise
Announcement and the Prospectus do not, or intend to not, constitute a "registered prospectus" or an
advertisement relating to an offer to the public, as contemplated by the South African Companies Act;
and (iii) no prospectus has been filed with the South African Companies and Intellectual Property
Commission (the "CIPC") in respect of the South Africa Placing. As a result, this Announcement, the
Capital Raise Announcement and the Prospectus do not comply with the substance and form
requirements for a prospectus set out in the South African Companies Act and the South African
Companies Regulations, 2011, and neither the announcements nor the Prospectus have been
approved by, and/or registered with, the CIPC, or any other South African authority.
The information contained in this Announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended (the "FAIS Act") and should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of the SA Placed Shares or in relation to the
business or future investments of the Company, is appropriate to the particular investment objectives,
financial situations or needs of a prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or advertising of, financial services in South
Africa. The Company is not a financial services provider licensed as such under the FAIS Act.
Certain statements contained in this Announcement constitute "forward-looking statements" with
respect to the financial condition, results of operations and businesses and plans of the Company and
the Group. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and
similar future or conditional expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon future circumstances that have not
occurred. There are a number of factors that could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking statements and forecasts. As a
result, the Group's actual financial condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or implied by these forward-looking
statements. No representation or warranty is made as to the achievement or reasonableness of, and
no reliance should be placed on, such forward-looking statements. No statement in this Announcement
is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future
performance. The forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, the Banks, PSG Capital, their respective
affiliates and any person acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by applicable law or regulation, the
FCA, the London Stock Exchange or the JSE.
Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority and is
authorised and subject to limited regulation by the FCA in the United Kingdom. Peel Hunt and Panmure
Liberum are authorised and regulated in the United Kingdom by the FCA. PSG Capital is authorised
and regulated by the JSE Limited. Each Bank and PSG Capital is acting exclusively for the Company
and no one else in connection with the Placing and the South Africa Placing, as applicable, the contents
of this Announcement and other matters described in this Announcement. No Bank or PSG Capital will
regard any other person as its client in relation to the Placing and the South Africa Placing, as
applicable, the content of this Announcement and other matters described in this Announcement and
will not be responsible to anyone (including any Placees or SA Placees) other than the Company for
providing the protections afforded to their respective clients or for providing advice to any other person
in relation to the Placing and the South Africa Placing, as applicable, the content of this Announcement
or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the Company. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by any Bank or PSG Capital or by any of their respective
affiliates or any person acting on their behalf as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor's investment
decision with respect to the Capital Raising. Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future
performance. The price of shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the shares. Past performance is
no guide to future performance. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax
advice.
Any indication in this Announcement of the price at which the Ordinary Shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should
consult an independent financial adviser. No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for
the Company for the current or future financial periods would necessarily match or exceed the historical
published earnings, earnings per share or income, cash flow from operations or free cash flow for the
Company.
All offers of the Offer Shares have been made pursuant to an exemption under the EU Prospectus
Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in the United Kingdom only in
circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the
"FSMA") does not apply.
The Offer Shares to be issued or sold pursuant to the Capital Raising will not be admitted to trading on
any stock exchange other than the London Stock Exchange and the JSE.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate advice before taking any
action.
Neither the content of the Company's website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other website) is incorporated into or
forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and
regulation in the United Kingdom and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK Product Governance
Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of professional clients and eligible counterparties,
each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, "distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection;
and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks
will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook
Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market assessment in respect of the Placing
Shares and determining appropriate distribution channels.
Date: 11-07-2024 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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