| Tue 21 Feb 2012, 17:21 | | OLI - O-Line Holdings Limited - Announcement Of a firm intention to make a |
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OLI
OLI
OLI - O-Line Holdings Limited - Announcement Of a firm intention to make a
cash offer to acquire the majority of the issued shares of O-line and
withdrawal of cautionary announcement
O-LINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/034685/06)
(Share code: OLI)
(ISIN: ZAE000110730)
("O-line" or "the Company")
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE A CASH OFFER TO ACQUIRE THE MAJORITY
OF THE ISSUED SHARES OF O-line ("FIRM INTENTION ANNOUNCEMENT") AND WITHDRAWAL
OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
1.1 O-line is pleased to announce that it has received written notice of a
firm intention to make an offer (the "OBO Offer") from OBO Bettermann
GmbH & Co. KG, a limited partnership incorporated in Germany and
registered in the Commercial Register at the local Court of Arnsberg,
Germany under registration number HRA 4854 ("OBO Bettermann") or a wholly-
owned subsidiary of OBO Bettermann (the "SPV") (the party making the
offer to be hereinafter referred to as the "Offeror") to acquire, subject
to the applicable terms and conditions referred to in this Firm Intention
Announcement, all the issued shares of O-line ("O-line Shares"), save for
the O-line Shares ("Management Shares") held by three executive managers
and a Trust established for the benefit of one of those executive
managers and his family (collectively "the Management Shareholders") (the
"Transaction").
1.2 This Firm Intention Announcement is made pursuant to Regulation 101 of
the Takeover Regulations (the "Takeover Regulations") issued in terms of
section 120 of the Companies Act, No. 71 of 2008, as amended from time to
time (the "Companies Act").
1.3 The OBO Offer will be implemented by way of a scheme of arrangement in
terms of section 114 of the Companies Act to be proposed by O-line
between O-line and its shareholders (other than the Management
Shareholders), so as to constitute O-line as a subsidiary of the Offeror
(the "Scheme").
1.4 The O-line Shares held by the Management Shareholders will not form part
of the Scheme.
1.5 In this Firm Intention Announcement the O-line Shares that will form part
of the Scheme (being all the O-line Shares other than the O-line Shares
held by the Management Shareholders) are referred to as the "Scheme
Shares" and the O-line Shareholders who hold Scheme Shares are referred
to as the "Scheme Members".
1.6 The Transaction, if it is implemented, will result in the delisting of O-
line from the JSE Limited (the "JSE").
1.7 If the Scheme becomes operative, Scheme Members will be entitled on the
operative date of the Scheme to receive a cash consideration of R1.30
(one Rand and thirty cents) per Scheme Share (the "Scheme Consideration")
which represents a 45.9% (forty five point nine percent) premium to the
30 (thirty) day volume weighted average price ("VWAP") of an O-line Share
on 16 January 2012 (the last day before O-line issued the first
cautionary announcement relating to the transaction ("Publication Date").
1.8 In addition, the OBO offer is contingent on the payment to O-line
Shareholders of a special dividend of three cents per O-line Share, on or
prior to the Implementation Date (see paragraph 4.1.2 below), and O-line
has undertaken to procure the authorisation and payment of such dividend.
1.9 The OBO offer thus provides the Scheme Members with a cash exit
opportunity at an attractive premium to the current and historical market
prices of the O-line Shares.
1.10 The OBO offer also provides the Management Shareholders with a cash exit
opportunity at the same price, taking into account an adjustment for the
time value of money, on terms more fully set out in paragraph 11 below,
subject to the executive managers concerned remaining in the employ of O-
line for the period referred to in paragraph 11.
2. DETAILS OF OBO BETTERMANN
2.1 OBO Bettermann is a family owned business, which was established in 1911
by Franz Bettermann and remains owned by the Bettermann family. OBO
Bettermann`s headquarters are in Menden, Germany. OBO Bettermann has more
than 35 subsidiaries and 34 other representatives in more than 60
countries around the world. OBO Bettermann currently has production
facilities in Germany, Hungary and Italy. On implementation of the
Transaction, South Africa will thus become the fourth country in which
OBO Bettermann has production facilities.
2.2 OBO Bettermann has an annual turnover of approximately Euro400 000 000
(four hundred million Euros). The core of the success of OBO Bettermann
is based on mutual, trusting and committed interaction between employees,
suppliers and customers. As the owners, the Bettermann family stand by
these connections. It is the benchmark of all OBO Bettermann`s activities
and is expected to be lived by all employees.
2.3 OBO Bettermann produces and sells over 30 000 products for electro
technical infrastructure in buildings. Production is organised in
different production units such as VBS Connector and fastening systems,
TBS Transient and lighting protection systems, KTS cable support systems,
BSS Fire protection systems, LFS Cable routing systems, EGS Device
systems and UFS Under floor systems.
2.4 The values of OBO Bettermann are supported by continuous proximity to its
customers. For OBO Bettermann, customer proximity means that whenever
borders open and new markets are created, OBO Bettermann will be there.
This regional proximity has proved its worth and OBO Bettermann is
present on every continent - with more than 2,200 employees in over 60
countries.
3. RATIONALE FOR THE OBO OFFER
3.1 OBO Bettermann is committed to expanding its international operations and
has identified expansion in Africa as a strategic priority. OBO
Bettermann therefore believes the Transaction will permit the combination
of O-line`s knowledge about the African market and products, and local
production standards, with the innovative technology, products and
solutions of OBO Bettermann. OBO Bettermann believes that O-line is an
attractive business, which provides an appropriate platform from which to
grow OBO Bettermann`s business in South Africa and elsewhere in Africa.
3.2 OBO Bettermann believes that the Transaction will be beneficial for O-
line`s long term business development. In particular, OBO Bettermann
believes that O-line will benefit from being part of the enlarged OBO
Bettermann group in terms of access to capital resources, intellectual
property and technology, market reach and products.
3.3 OBO Bettermann intends to retain O-line as a standalone business and,
using the synergies referred to above, to increase the capability of O-
line to grow its business in South Africa and elsewhere on the African
continent. OBO Bettermann is committed to the growth of all O-line`s
business activities. This will enable O-line to benefit fully from the
expanding infrastructure development projects of South Africa and the
African continent. OBO Bettermann envisages that this growth will
include growing the range of O-line products, as proven already in the
existing supplier-client relationship.
3.4 In addition, OBO Bettermann believes that there is a significant market
for major O-line product groups in regions in which O-line currently has
little presence, such as the Middle East and Asia. OBO Bettermann
believes the combination will facilitate the exploitation of these
markets by O-line utilising OBO Bettermann`s existing marketing teams and
networks.
3.5 The OBO Offer represents a vote of confidence in the South African
economy by a significant one hundred year old family-owned German
manufacturing company with a presence in more than sixty countries around
the world.
3.6 In addition to the foreign direct investment into South Africa which will
result from the implementation of the Transaction, the Transaction is
intended to provide a base for OBO Bettermann`s further expansion into
Africa, which is likely to have a positive effect on value creation in
South Africa, as well as on exports and long-term employment in South
Africa.
3.7 It is also anticipated that the Transaction will benefit research and
development and the development of industry in South Africa.
3.8 At present OBO Bettermann does not have any plans to rationalise O-line`s
business in the context of the Transaction and thus has no plans to
reduce employment in the O-line group. On the contrary, OBO Bettermann
anticipates that the expansion of the O-line business will increase the
number of people employed by O-line over time.
4. MATERIAL TERMS OF THE OBO OFFER
4.1 The OBO Offer is made subject to the conditions set out in paragraphs 5
and 6 and on the following basis -
4.1.1 the Offeror will pay R1.30 (one Rand and thirty cents) in cash for
each Scheme Share ("Scheme Consideration") on the operative date of
the Transaction ("the Implementation Date"). Payment of the Scheme
Consideration will be administered by O-line;
4.1.2 the Scheme Consideration will be payable on an ex-dividend basis,
assuming that a special dividend of R0.03 (three cents) per O-line Share
will be paid by O-line after the date of this Firm Intention Announcement
(the "Initial Date") and on or before the Implementation Date. The O-line
board of directors does not intend to declare a dividend or make any
other payments to O-line Shareholders in excess of R0.03 (three cents)
per O-line Share between the date of this Firm Intention Announcement and
the Implementation Date. Should O-line declare or pay any dividend or pay
any other amount to the O-line Shareholders in excess of R0.03 (three
cents) per O-line Share ("Excess Payment"), then without prejudice to any
of the Offeror`s other rights relating thereto, the Scheme Consideration
will be reduced by an amount equal to the amount of any such Excess
Payment, and further decreased by any amount for which O-line or any
subsidiary of O-line is itself liable by way of taxes on such Excess
Payment (that is, excluding any obligation on O-line or any of its
subsidiaries to withhold any amount payable by any O-line Shareholder).
4.2 The OBO Offer is made in reliance upon the -
4.2.1 assumption that the all the issued shares of O-line comprise 213 423
750 ordinary shares with a par value of 0.0001 cent each;
4.2.2 consents and undertakings to be given by O-line as set out in the
OBO offer;
4.2.3 warranties and representations in paragraph 7 below; and
4.2.4 assumption that the business of O-line will continue to be conducted
in the ordinary course between the initial date and the
Implementation Date.
4.3 Following implementation of the Scheme, the entire equity of O-line will
be directly or indirectly held by the following shareholders
4.3.1 the Offeror will hold 81.57% of the equity; and
4.3.2 the Management Shareholders will hold the balance of the equity.
5. CONDITIONS PRECEDENT TO THE POSTING OF A CIRCULAR
The OBO Offer and thus the posting of the circular to O-line Shareholders
in relation to the Scheme ("Circular") is subject to the fulfilment or,
to the extent possible in law, the waiver (in whole or in part) by the
Offeror of the following conditions precedent within the period permitted
by regulation -
5.1 the independent expert appointed by the Independent Board (being those
directors of O-line ("Independent Board")) confirming in writing to the
Independent Board that the Scheme Consideration is fair and reasonable;
5.2 the Independent Board proposing the Scheme and recommending to the O-line
Shareholders that they vote in favour of the Scheme; and
5.3 the eligible directors of O-line agreeing to vote in favour of the Scheme
in respect of any O-line Shares under their direct or indirect control.
6. CONDITIONS PRECEDENT TO THE COMPLETION OF THE OBO OFFER
The completion of the Transaction is subject to the fulfilment or, to the
extent possible in law, the waiver (in whole or in part) by the Offeror
of the following conditions precedent on or before 31 July 2012 or such
later date as OBO Bettermann and O-line may agree (subject to a
corresponding extension of the cash confirmation referred to in paragraph
10.2) -
6.1 the authorisation by the board of directors of O-line of the special
dividend contemplated in 1.8 and 4.1.2 above, and the payment thereof
prior to or on the Implementation Date, in compliance with prevailing
law;
6.2 the Offeror obtaining such approval of the Financial Surveillance
Department of the SA Reserve Bank or its authorised agents in terms of
the South African exchange control regulations promulgated under the
Currency and Exchanges Act, 1933 and in accordance with the requirements
of those regulations and accompanying directives and rulings, as may be
necessary or reasonably advisable in order to implement the Transaction;
either -
6.2.1 on an unconditional basis; or
6.2.2 subject to conditions as may be imposed by the authorities referred
to in clause 6.2 above, and the Offeror has approved such
conditions;
6.3 to the extent required, the Transaction being -
6.3.1 unconditionally approved by the South African Competition Commission
and/or Competition Tribunal, as the case may be; or
6.3.2 approved by the South African Competition Commission and/or the
Competition Tribunal, subject to conditions and the Offeror approves
such conditions and undertakes in writing to comply therewith;
6.3.3 approved by the JSE, either unconditionally or subject to such
conditions as the Offeror may approve;
6.4 the Scheme being proposed at the shareholders meeting convened to
consider the Scheme (the "Scheme Meeting") and approved in accordance
with its terms by a special resolution of the shareholders entitled to
vote at the Scheme Meeting (the "Special Resolution"), at which
sufficient shareholders are present in person or by proxy to exercise in
aggregate at least 25% (twenty-five percent) of all the voting rights
that are entitled to be exercised on the Special Resolution, as required
by section 115(2) (a) read with section 115(4) of the Companies Act;
6.5 if the provisions of section 115(2) (c) of the Companies Act apply -
6.5.1 the Scheme being approved by the court unconditionally, or subject
to conditions and the Offeror approves such conditions and
undertakes in writing to comply therewith; and
6.5.2 if applicable, O-line not treating the Special Resolution as a
nullity in terms of section 115(5) (b) of the Companies Act;
6.6 within the period prescribed by section 164(7) of the Companies Act, no
valid demands having been received by O-line in terms of that section
read with section 115(8) of the Companies Act which in aggregate
represent more than 5% of the issued O-line Shares;
6.7 the securing of any third party consents which may be required by O-line,
arising from contractual obligations which become applicable in the event
of a change of control of O-line, including the consent of O-line`s
bankers and relevant licensors, lessors and suppliers;
6.8 no material breach of a warranty or representation in paragraph 7 coming
to the attention of the Offeror before the issue by the Takeover
Regulation Panel of the compliance certificate referred to in 6.10, where
materiality is defined as a divergence of 15% from warranted information
("Material");
6.9 the Takeover Regulation Panel exempting the Offeror and the OBO Offer
from the requirements of Part B and Part C of Chapter 5 of the Companies
Act and the Takeover Regulations to the extent required in relation to
the management agreements and the agreement with Fensham referred to in
paragraph 11.2; and
6.10 the issue by the Takeover Regulation Panel of a compliance certificate in
relation to the Transaction as required by section 115(b) read with
section 119(4) (b) and section 121(b) of the Companies Act.
7. WARRANTIES AND REPRESENTATIONS
O-line has represented and warranted in favour of OBO Bettermann that on
the initial date and at all times from the initial date to the date on
which the Transaction fails or is implemented, as the case may be -
7.1 the 2011 annual report of O-line, for O-line`s financial year ending 30
June 2011, was certified without qualification and prepared -
7.1.1 in accordance with generally accepted and sound accounting
practices;
7.1.2 in a manner such as to fairly and accurately present the state of
affairs, operations and results of O-line and its subsidiaries as at
the date thereof and for the period to which it relates;
7.1.3 in accordance with the provisions of the Companies Act;
7.1.4 unless inconsistent with 7.1.1, on the same basis and applying the
same criteria as applied in the preparation of the audited financial
statements of O-line during previous years,
and reflects all liabilities at that date and since then no other
liabilities, whether actual or contingent, have arisen other than in the
ordinary course of conduct of the business of O-line and its
subsidiaries;
7.2 no one has or will acquire any rights (of any description) to obtain from
O-line or any of its subsidiaries any shares (of any description) or any
convertible instruments (of any description) and/or loan capital of O-
line or any of O-line`s subsidiaries;
7.3 neither O-line nor any of its subsidiaries is or will be under any
obligation (whether contingent or otherwise) to issue any shares (of any
description) or any convertible instruments (of any description) to any
person and no person will acquire any such shares or instruments;
7.4 the issued and authorised shares of O-line and each of its subsidiaries
is and will be as reflected in the 2011 annual report of O-line;
7.5 the number of O-line Shares in issue will not exceed 213 423 750 ordinary
shares with a par value of 0.0001 cent each;
7.6 save as set out in paragraphs 1.8 and 4.1.2 above, no dividend will be
declared or paid and no other payment of any kind will be made to O-
line`s Shareholders;
7.7 without the prior written consent of the Offeror neither O-line nor any
of its subsidiaries will -
7.7.1 dispose of any of its assets other than in the ordinary course of
business; or
7.7.2 dispose of any of their Material assets;
7.8 all agreements entered into by O-line and by O-line`s subsidiaries have
been entered into in the ordinary course of their businesses;
7.9 neither O-line nor any of its subsidiaries will -
7.9.1 take any steps to initiate a buy-back of any of its shares from any
of its shareholders; or
7.9.2 buy back any of its shares (including, without limitation, any
treasury shares) from any of its shareholders;
7.10 neither O-line nor any of its subsidiaries will enter into any agreements
or incur any liabilities or obligations outside the ordinary and normal
course of conduct of their business without the prior written consent of
the Offeror;
7.11 neither O-line nor any of its subsidiaries will commit itself to or
implement any Material capital expenditure without the prior written
consent of the Offeror; and
7.12 the business of O-line will be conducted in the ordinary course and no
extraordinary investments will be made by O-line without the prior
written consent of the Offeror.
8. O-LINE UNDERTAKINGS
O-line has consented to the offeror proceeding as proposed in the OBO
offer and has irrevocably undertaken in favour of the offeror -
8.1 to procure the authorisation by the board of directors of O-line of the
special dividend contemplated in 1.8 and 4.1.2 above, and the payment
thereof prior to or on the Implementation Date;
8.2 not to solicit any other offer, whether for the O-line Shares or the
business of O-line or any of its subsidiaries, unless the OBO offer has
lapsed or has been withdrawn in accordance with its terms and the
provisions of the Takeover Regulations. This is subject to the Board
exercising their fiduciary duties in terms of the Companies Act;
8.3 to comply timeously with all of O-line`s obligations under the Companies
Act and Takeover Regulations and other applicable laws in relation to the
OBO offer, including -
8.3.1 issuing the required circular/s to O-line Shareholders (consistent
with this announcement, and subject to the offeror`s prior written
approval);
8.3.2 issuing any other required announcements (likewise, consistent with
this letter, and subject to the offeror`s prior written approval);
8.3.3 convening the required shareholders meeting/s; and
8.3.4 doing all such other things as may be required by or in relation to
the terms of the Scheme or general offer, as the case may be, to
enable the successful implementation of the Transaction, or as may
otherwise be reasonably requested by the offeror.
9. IRREVOCABLE UNDERTAKINGS BY O-LINE SHAREHOLDERS
OBO Bettermann has obtained irrevocable undertakings from Loughran,
Fensham, Edwin Andrew Jay, Richard Ian Jay, Edwin Jay Incorporated, Edwin
Jay Family Trust, Richard Jay Family Trust, and Alizay Properties 46
Proprietary Limited in terms of which, amongst other things, they have
undertaken to vote in favour of the Scheme and all related resolutions.
Those shareholders hold, in aggregate, 76.53% of the O-line Shares
eligible to vote at the Scheme Meeting (see paragraph 14).
10. GUARANTEE TO THE TAKEOVER REGULATION PANEL
10.1 OBO Bettermann will provide the funding for the Scheme.
10.2 OBO Bettermann has provided the Takeover Regulation Panel with the
necessary cash confirmation from The Standard Bank of Southern Africa
Limited, contemplated in Regulations 111(4) and 111(5) of the Takeover
Regulations, read with the guidelines issued by the Takeover Regulation
Panel in terms of section 201(2)(b) of the Companies Act.
11. CONTRACTS WITH MANAGEMENT SHAREHOLDERS
11.1 The Offeror intends to retain the existing management of O-line. With
this in mind, OBO Bettermann has entered into written agreements
("Management Agreements") with the chief executive officer of O-line, Mr
Graeme Smart ("Smart"), the manufacturing director of O-line`s subsidiary
O-line Support Systems Proprietary Limited, Mr Edzard Verseput
("Verseput") and the general manager of the road safety division of O-
line`s subsidiary Armco Superlite Proprietary Limited Mr Thomas Loughran
("Loughran") and the Die Verseput Trust ("Verseput Trust"), a trust
established for the benefit of Verseput and his family. The purpose of
the Management agreements is to incentivise the relevant executive
managers to continue in the employ of O-line after the Transaction
Implementation Date. The essence of the Management Agreements is that the
Management Shares will be excluded from the Scheme, but will be subject
to call and put options exercisable by the Offeror and the Management
Shareholders respectively during specified periods after the Transaction
Implementation Date, at a price equal to the Scheme Consideration plus an
annual adjustment to take account of anticipated changes in the time
value of money, subject to a penalty discount if the executive managers
concerned leave the employ of O-line before the fifth anniversary of the
Transaction Implementation Date.
11.2 OBO Bettermann has also entered into an agreement with Mr David Fensham
("Fensham"), the managing director of O-line`s subsidiary Armco Superlite
Proprietary Limited. Fensham`s O-line Shares will form part of the Scheme
and he will be paid the same Scheme Consideration as the other Scheme
Members on the same date, but a portion of the Scheme Consideration due
to him will be held in escrow and will be released to him three years
after the Transaction is implemented, provided that he remains in the
employ of O-line for that period.
12. DE-LISTING OF O-LINE
Following the implementation of the Transaction, application will be made
by the Offeror to the JSE to terminate the listing of the O-line Shares
on the JSE.
13. SHAREHOLDINGS IN O-LINE AND ACTING AS PRINCIPAL
Neither the Offeror nor any of its directors currently holds or controls
any O-line Shares or options to acquire any O-line Shares. The Offeror
will be the ultimate purchaser and it is, subject to what is stated in
paragraph 14, acting alone and not in conjunction with, or as agent or
broker, for any other party.
14. CONCERT PARTIES
14.1 Smart and Verseput participated in discussions with OBO Bettermann which
resulted in the OBO Offer. The Takeover Regulation Panel has expressed
the view that in doing so Smart and Verseput (and by association,
Verseput Trust) have come into concert with OBO Bettermann, and OBO
Bettermann, Smart and Verseput have therefore made declarations in the
required form to O-line and the Takeover Regulation Panel, as required by
Regulation 84(5) of the Takeover Regulations.
14.2 The beneficial interests of Smart, Verseput and Verseput Trust in the
Company are as follows -
14.2.1 Smart - 20 253 356 O-line Shares
14.2.2 Verseput - 3 446 232 O-line Shares
14.2.3 Verseput Trust - 14 000 000 O-line Shares.
14.3 In terms of section 115(4) and 115(4A) of the Companies Act, the O-line
Shares held by Smart, Verseput and Verseput Trust will not be included in
calculating the percentage of voting rights required to be present, or
actually present, in determining whether the applicable quorum
requirements for the Scheme Meeting are satisfied, or required to be
voted in support of a resolution, or actually voted in support of a
resolution relating to the Scheme. If the OBO Offer proceeds by way of a
general offer, then in terms of section 124(1) of the Companies Act, the
O-line Shares held by Smart, Verseput and Verseput Trust shall not be
taken into account for the purposes of determining the acceptances
required by that section of the Companies Act.
Although OBO Bettermann has entered into agreements with Loughran and
Fensham, as detailed above in paragraph 11, neither Fensham nor Loughran
was involved in any of the discussions referred to in paragraph 14.1 and
OBO Bettermann and O-line are therefore of the view that they have not
come into concert with OBO Bettermann.
15. RECOMMENDATION AND FAIRNESS OPINION
15.1 The Independent Board intends, based on the information currently
available to it, to make a unanimous recommendation to O-line
Shareholders to vote in favour of the resolutions to be proposed at the
shareholders meeting to approve the Scheme, provided that the Independent
Board receives an opinion from the independent expert who is to be
appointed by the Independent Board, to the effect that the Scheme
Consideration is fair and reasonable.
15.2 The substance of the external advice and the views of the Independent
Board will be detailed in the circular to be sent to O-line Shareholders
in relation to the Scheme.
16. DOCUMENTATION
Further details of the Scheme will be included in the Circular to be sent
to O-line Shareholders, containing, inter alia, a notice of the meeting
of O-line Shareholders, a form of proxy and a form of surrender and
transfer. The Circular is expected to be posted to O-line Shareholders
on or about 23 March 2012. The salient dates in relation to the Scheme
will be published prior to the posting of the Circular and will be
contained in the Circular.
17. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this Firm Intention Announcement, the cautionary
announcement originally published by O-line on 16 January 2012 is hereby
withdrawn and caution is no longer required to be exercised by O-line
Shareholders when dealing in O-line Shares.
18. RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information
contained in this Firm Intention Announcement. To the best of its
respective knowledge and belief, the information contained in this Firm
Intention Announcement is true and nothing has been omitted which is
likely to affect the import of the information contained herein.
Johannesburg
21 February 2012
Designated Advisor to O-line: Sasfin Capital, (a division of Sasfin Bank
Limited)
Legal advisor to O-line: Edwin Jay Incorporated
Corporate Advisors to O-line: DEA-RU
Corporate advisor to OBO Bettermann: Ernst & Young Transaction Advisory
Services
Legal advisor to OBO Bettermann: Read Hope Phillips Attorneys.
Date: 21/02/2012 17:21:15 Produced by the JSE SENS Department.
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