Source - RNS
RNS Number : 6526F
Market Tech Holdings Limited
19 May 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

19 May 2017

 

Market Tech Holdings Limited

 

("Market Tech", the "Company" or the "Group")

 

Publication of Offer Document and Pro Forma Statement of Net Asset Value

 

PUBLICATION OF OFFER DOCUMENT

 

On 21 April 2017, it was announced that the board of directors of Market Tech (LSE: MKT) and the board of directors of LabTech Investments Ltd ("LabTech") had reached agreement on the terms of a recommended cash offer pursuant to which LabTech will offer to acquire the entire issued and to be issued ordinary share capital of Market Tech not already directly or indirectly owned by it (the "Offer").

 

The Offer of 188 pence in cash for each Market Tech share values the entire issued and to be issued ordinary share capital of Market Tech on a fully-diluted basis (excluding any ordinary shares of 10 pence each in the capital of Market Tech allotted or issued following conversion of any Convertible Bonds) at approximately £892.3 million, and represents a premium of approximately:

·    29.66 per cent. to the Closing Price of 145 pence per Market Tech Share on 20 April 2017, being the last Business Day before the date of the Rule 2.7 Announcement;

·    36.10 per cent. to the VWAP from 20 January 2017 until 20 April 2017 of 138.1 pence per Market Tech Share, being the three month period before the date of the Rule 2.7 Announcement;

·    10.59 per cent. to the 31 March 2017 NAV of 170.0 pence per Market Tech share as set out in the unaudited pro forma statement of net asset value below; and

·     15.83 per cent. to the 31 March 2017 EPRA NAV of 162.3 pence per Market Tech share.

 

Further to the 21 April 2017 announcement, Market Tech notes that the offer document containing the full terms and conditions of the Offer and the procedures for its acceptance (the "Offer Document") has been published today, together with the related Form of Acceptance.  The Offer includes an unaudited pro forma statement of net asset value in relation to Market Tech, which is reproduced without material alteration below.

 

BACKGROUND TO AND REASONS FOR RECOMMENDING THE OFFER

 

In considering the Offer, the Independent Market Tech Directors have taken into account both the potential growth and the risks inherent in the continued execution of Market Tech's business plan and the relationship between the real estate assets and Market Tech Digital. The Independent Market Tech Directors have also taken into account the gearing levels in the business, the potential sale of assets and the cost of raising equity at the current share price in order to meet the current and future cash requirements of the business, including most notably a significant development pipeline, potential future acquisitions and the strategic review of the technology business as previously announced. The Independent Market Tech Directors believe that in light of the Market Tech Group's existing and future activities, some form of additional capital raising may be required in the near term. These factors have been considered against the certainty of a cash offer at a level that the Independent Market Tech Directors believe is unlikely to be seen in the public markets in the medium-term.

 

Whilst the Independent Market Tech Directors continue to believe in the prospects for the business, the Offer represents an attractive and certain valuation given the share price has consistently traded at a discount to historic net asset value. The Independent Market Tech Directors also note there is limited free-float as LabTech's current shareholding is over 70 per cent., and the Offer therefore provides all Market Tech Shareholders with an opportunity to realise their investment which is not otherwise available to them given the relatively illiquid market for Market Tech's shares. Accordingly, the Independent Market Tech Directors are unanimously recommending that Market Tech Shareholders accept the Offer.

 

ACTIONS TO BE TAKEN BY MARKET TECH SHAREHOLDERS TO ACCEPT THE OFFER

 

The First Closing Date of the Offer is 9 June 2017.

 

To accept the Offer in respect of Market Tech Shares held in certificated form (that is, not in CREST), Market Tech Shareholders should complete and return the Form of Acceptance so as to be received by no later than 1.00 p.m. (London time) on 9 June 2017 in accordance with the procedure set out in the Offer Document.

 

To accept the Offer in respect of Market Tech Shares held in uncertificated form (that is, in CREST), Market Tech Shareholders should ensure that the TTE Instruction settles no later than 1.00 p.m. (London time) on 9 June 2017 in accordance with the procedure set out in the Offer Document.  If a Market Tech Shareholder holds its Market Tech Shares as a CREST sponsored member, it should refer to its CREST sponsor as only its CREST sponsor will be able to send the necessary instruction to Euroclear.

 

Subject to certain restrictions relating to persons in Restricted Jurisdictions, the Offer Document (together with those documents listed in paragraph 16 of Part 5 of the Offer Document) will be available on Market Tech's website at www.market-tech.com/investors/labtechoffer up to and including the end of the Offer.  If you have any questions relating to the Offer Document or the completion and return of your Form of Acceptance, or if you want to request a hard copy of the Offer Document (and/or any information incorporated into it by reference to another source), please contact the Receiving Agent, Capita Asset Services, on 0371 664 0321 from within the UK or +44 (0) 371 664 0321 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.

 

Unless otherwise stated, defined terms used in this announcement have the meanings given to them in the Offer Document.

 

PRO FORMA STATEMENT OF NAV PER MARKET TECH SHARE

 

Set out below is an unaudited pro forma statement of adjusted net assets per Market Tech Share (the "Pro Forma Financial Information'') which has been prepared based on the unaudited net assets of the Group as at 30 September 2016 and has been further adjusted only for the following:

(a)         property acquisitions and capital expenditure between 1 October 2016 and 31 March 2017;

(b)         the valuation of the Group's properties as at 31 March 2017 carried out in accordance with Rule 29 of the Takeover Code;

(c)         new borrowings utilising the Santander loan facility between 1 October 2016 and 31 March 2017;

(d)         an impairment of the Stucco customer contract intangible asset; and

(e)         the issue of 0.6m ordinary shares of 10p each for deferred consideration between 1 October 2016 and 31 March 2017.

 

The Pro Forma Financial Information has been prepared for illustrative purposes only and does not represent the Group's actual financial position as at 31 March 2017. No provision for tax has been made in the Pro Forma Financial Information. Save as set out above, the Market Tech Directors confirm that there has been no other material change in the financial or trading position of the Group since 30 September 2016 which impacts on the 31 March 2017 NAV.

 

31 March 2017 NAV per Share is set out in the table below:

 

 

31 March 2016

30 September 2016

Pro forma  as at 31 March 2017

Net Asset Value

£778.9m

£824.6m

£799.9m

EPRA Net Asset Value

£724.9m

£771.6m

£763.9m

NAV per share

166.3p

175.4p

170.0p

EPRA NAV per share

154.7p

164.2p

162.3p

 

Notes:

(1) Calculated on the basis of 470.6m Shares in issue at 31 March 2017 (30 September 2016: 470.0m, 31 March 2016: 468.5m).

(2) EPRA Net Asset Value (EPRA NAV) is defined as the net assets of the property operating segment adjusted to exclude derivatives and deferred tax liabilities on property revaluations.

 

The pro forma balance sheet is set out below:

£m

 

Adjustments

 

 

30 September 2016

 

Acquisitions & capital expenditure

 

Valuation movement to 31 March 2017

New borrowings

Asset impairment

Pro forma as at 31 March 2017

 

(note 1)

(note 2)

(note 3)

(note 4)

(note 5)

 

Assets

 

 

 

 

 

 

Goodwill

25.4

-

-

-

-

25.4

Intangible assets

44.6

-

-

-

(17.0)

27.6

Property, plant & equipment

17.0

-

(0.3)

-

 

16.7

Investment property

1,061.8

76.0

(7.4)

-

-

1,130.4

Investment in equity accounted associate

2.6

-

-

-

-

2.6

Investments

2.7

-

-

-

-

2.7

Inventories

3.7

-

-

-

-

3.7

Trade and other receivables

33.1

(3.5)

-

-

-

29.6

Cash and cash equivalents

179.1

(68.0)

-

16.3

-

127.4

Total assets

1,370.0

4.5

(7.7)

16.3

(17.0)

1,366.1

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Trade and other payables

(30.7)

(4.5)

-

-

-

(35.2)

Taxes payable

(5.5)

-

-

-

-

(5.5)

Other payables

(12.6)

-

-

-

-

(12.6)

Obligations under finance leases

(3.4)

-

-

-

-

(3.4)

Borrowings

(392.6)

-

-

(16.3)

-

(408.9)

Convertible loan notes

(90.0)

-

-

-

-

(90.0)

Deferred tax liabilities

(10.0)

-

-

-

-

(10.0)

Provisions

(0.6)

-

-

-

-

(0.6)

Total liabilities

(545.4)

(4.5)

-

(16.3)

-

(566.2)

 

 

 

 

 

 

 

Total net assets

824.6

-

(7.7)

-

(17.0)

799.9

Less: digital net assets

(58.3)

-

-

-

17.0

(41.3)

Less: deferred tax on revaluations

5.3

-

-

-

-

5.3

EPRA Net Asset Value

771.6

-

(7.7)

-

-

763.9

 

Notes:

(1) The financial information as at 30 September 2016 has been extracted, without adjustment, from the Interim Report for the 6 months ended 30 September 2016, which is available on the Company's website at www.market-tech.com/investors.

(2) This adjustment reflects the acquisition of 101 Camley Street in the period 1 October 2016 to 31 March 2017 and capital expenditure on properties in the same period.

(3) The revaluation adjustment on the Group's properties at 31 March 2017 is derived from the valuation report produced by Jones Lang LaSalle, external valuers for the purpose of Rule 29 of the Takeover Code, a copy of which is included in the Offer Document issued by LabTech Investments Ltd.

(4) This adjustment reflects new borrowings drawn down under the Santander loan facility in the period 1 October 2016 to 31 March 2017.

(5) On the acquisition of Stucco, intangible assets were recognised for the future value of customer contracts and the associated technology. Following the change of terms in certain major contracts in Stucco's price comparison business, this adjustment reflects an impairment of those intangible assets based on the directors' current estimates.

 

A reconciliation of the Valuations from 31 March 2016 and 30 September 2016 to 31 March 2017 is set out below:

£m

30 September 2016

Acquisitions & capital expenditure

Net valuation movement

Pro forma  as at 31 March 2017

 

(note 1)

(note 2)

(note 3)

 

Markets

319.9

2.6

3.1

325.6

Non markets

304.6

0.3

7.4

312.3

Yielding, proposed development

135.1

1.3

(1.0)

135.4

Development, on site

 

 

 

 

Hawley Wharf (note 4)

310.8

30.5

(17.1)

324.2

101 Camley Street

-

41.3

(0.1)

41.2

Total

1,070.4

76.0

(7.7)

1,138.7

 

£m

31 March 2016

Acquisitions & capital expenditure

Net valuation movement

Pro forma as at  31 March 2017

 

(note 1)

(note 2)

(note 3)

 

Markets

279.8

7.9

37.9

325.6

Non markets

287.2

4.1

21.0

312.3

Yielding, proposed development

139.3

1.9

(5.8)

135.4

Development, on site

 

 

 

 

Hawley Wharf (note 4)

281.5

58.7

(16.0)

324.2

101 Camley Street

-

41.3

(0.1)

41.2

Total

987.8

113.9

37.0

1,138.7

 

Notes:

(1) The valuations as at 31 March 2016 and 30 September 2016 have been extracted from the external valuation of the Group's property portfolio as referred to in the notes to the Annual Report for the year ended 31 March 2016 and the Interim Report for the six months ended 30 September 2016 respectively:

-     Markets comprises: Stables Market and Union Street Market;

-     Development, on site comprises: Hawley Wharf and 101 Camley Street;

-     Yielding, proposed development comprises: Camden Lock Market, 251-259 Camden High Street; and 

-     Non markets comprises the balance of other properties.

The Company has received preliminary approaches from third parties relating to the potential disposal of certain of its non-core real estate assets at above the 31 March 2017 valuation.  Jones Lang LaSalle has been made aware of the approaches in arriving at its 31 March 2017 valuation. There can be no certainty that any of these transactions will progress to completion and, as such, these proposals have not been reflected in the Pro Forma Financial Information.

(2) Acquisitions and capital expenditure represent further expenditure, including the acquisition of 101 Camley Street, incurred by the Group between 1 October 2016 and 31 March 2017 sourced from the Group's management information.

(3) The valuation movement represents the movement in valuation of the property between the opening date and 31 March 2017 net of additions.  The valuations as at 31 March 2017 have been extracted from the valuation report of Jones Lang LaSalle, external valuers for the purpose of Rule 29 of the Takeover Code, a copy of which is included in the Offer Document issued by LabTech Investments Ltd.

(4) Following market testing, the Hawley Wharf valuation includes increased costs on enhancement to non-core packages such as improved fit-out and landscaping, as well as adjustments to unit configurations.

 

Passing rent has increased to £37.3m, up 4% in the 6 months to 31 March 2017, and up 15% in the year to 31 March 2017.  The ERV assessed by the external valuers, Jones Lang LaSalle, is shown below:

£m

31 March 2016

30 September 2016

31 March 2017

Markets

19.7

22.8

23.4

Non markets

15.1

15.9

16.2

Yielding, proposed development

15.1

15.1

15.1

Development, on site

 

 

 

Hawley Wharf

30.2

30.2

29.7

101 Camley Street

-

-

1.6

Total

80.1

84.0

86.0

 

For the on site development, Hawley Wharf, the external valuers, Jones Lang LaSalle, have assessed the value once developed as follows:

£m

31 March 2016

30 September 2016

31 March 2017

Gross Development Value

640.4

626.9

618.9

Net Realisation

603.0

590.1

582.7

Red Book Value

281.4

310.8

324.2

 

For the on site development, 101 Camley Street, the external valuers, Jones Lang LaSalle, have assessed the value once developed as follows:

£m

 

 

31 March 2017

Gross Development Value

 

 

148.2

Net Realisation

 

 

146.3

Red Book Value

 

 

41.2

 

Despite overall revenue growth in the Market Tech digital businesses, Stucco has suffered as a result of changes in the terms of certain major contracts in its price comparison business resulting in an impairment of its intangible assets.  The impact on Pro Forma NAV for the Market Tech digital business is as follows:

£m

30 September 2016

Impairment

Pro Forma 31 March 2017

Glispa

22.9

-

22.9

Fiver

10.8

-

10.8

Stucco

20.0

(17.0)

3.0

Other

4.6

-

4.6

Total

58.3

(17.0)

41.3

 

For further information, please contact:

  

Market Tech

Charles Butler, Chief Executive Officer

David Brown, Chief Financial Officer

 

c/o FTI Consulting

+44 (0) 20 3727 1000

 

Rothschild (Financial Adviser to Market Tech)
Alex Midgen
Robert Waddingham
Sam Green
Alexander Gibbs

 

+44 (0)20 7280 5000

 

 

Shore Capital (Corporate Broker to Market Tech)
Simon Fine
Dru Danford

 

+44 (0)20 7408 4090

Canaccord Genuity (Corporate Broker to Market Tech)

Bruce Garrow

Charlie Foster

Chris Connors

 

+44 (0)20 7523 8350

 

FTI Consulting (PR & IR Adviser to Market Tech)

Richard Sunderland

Claire Turvey

 

+44 (0) 20 3727 1000

[email protected]

 

 

 

Important Notices relating to Financial Advisers

Rothschild, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to Market Tech and no one else in connection with the Offer. In connection with such matters, Rothschild, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or the Offer Document or any other matter referred to therein.

Shore Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Market Tech and no one else in connection with the Offer. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or the Offer Document or any other matter referred to therein.

Canaccord Genuity, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Market Tech and no one else in connection with the Offer. In connection with such matters, Canaccord Genuity, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the projections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or the Offer Document or any other matter referred to therein.

Further information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or  otherwise, in which such offer or solicitation is unlawful. The Offer will be effected solely through the Offer Document and, in respect of Market Tech Shares held in certificated form, the Form of Acceptance, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents. Market Tech Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

Forward looking statements

This announcement and the documents relating to the Offer contain statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement and the documents relating to the Offer may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "asset values" or "strategy" or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, asset values, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of LabTech's or Market Tech's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on LabTech's or Market Tech's respective businesses.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of LabTech or Market Tech. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to LabTech or Market Tech or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. LabTech and Market Tech disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No Profit Forecast

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those of the preceding financial periods of Market Tech.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas shareholders

The distribution of this announcement in jurisdictions other than the United Kingdom and Guernsey and the ability of the Market Tech Shareholders who are not resident in the United Kingdom or Guernsey to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey or Market Tech Shareholders who are not resident in the United Kingdom or Guernsey will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders is contained in the Offer Document.

In particular, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement and any documents relating to the Offer (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction.  Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement, any document relating to the Offer and/or any accompanying documents to a jurisdiction outside the United Kingdom or Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Information Relating to Market Tech Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Market Tech Shareholders and other relevant persons for the receipt of communications from Market Tech may be provided to LabTech during the offer period as required under Section 4 of Appendix 4 to the Takeover Code.

Publication on Website

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Market Tech's website at www.market-tech.com/investors/labtechoffer by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt the content of that website is not incorporated into, and does not form part of, this announcement or the Offer Document.

Availability of Hard Copies

Market Tech Shareholders may request a hard copy of any document published on Market Tech's website at www.market-tech.com/investors/labtechoffer in connection with the Offer by submitting a request in writing to the Receiving Agent, Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by contacting Capita Asset Services on 0371 664 0321 from within the UK or +44 (0) 371 664 0321 if calling from outside the UK.

- END -


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