Subordinated Debt Exchange Offer

RNS Number : 7330E

Lloyds Banking Group PLC

02 March 2020

 

2 March 2020

NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("U.S. PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (TOGETHER, THE "UNITED STATES") OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

(SEE "OFFER RESTRICTIONS" BELOW)

LLOYDS BANKING GROUP PLC (LEI: 549300PPXHEU2JF0AM85) ANNOUNCES INVITATION TO EXCHANGE €750,000,000 FIXED RATE STEP-UP SUBORDINATED NOTES DUE 2030 (XS0214965534) ISSUED BY HBOS PLC (THE "EXISTING NOTES") FOR NEW EURO DENOMINATED SUBORDINATED NOTES (THE "NEW NOTES") TO BE ISSUED BY LLOYDS BANKING GROUP PLC

On the terms of and subject to the conditions contained in an exchange offer memorandum dated 2 March 2020 (the "Exchange Offer Memorandum"), Lloyds Banking Group plc (the "Offeror") has today invited all Holders of the Existing Notes who are Eligible Persons to Offer to Exchange any and all of their outstanding Existing Notes for New Notes to be issued by the Offeror (the "Exchange Offer").

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Exchange Offer Memorandum. The Exchange Offer Memorandum is available from the Exchange Agent.

THE EXCHANGE OFFER

Certain Details of the Existing Notes

The table below identifies certain key characteristics of the Existing Notes which are subject to the Exchange Offer.

The Offeror will pay, or procure payment to, Holders who are Eligible Persons, in respect of their Existing Notes which are accepted for exchange, the Accrued Interest Amount and the Cash Amount on the Settlement Date.

						Exchange Consideration (per €1,000 in principal amount of Existing Notes)
ISIN	Issuer	Maturity Date	Optional Redemption Date	Amount Outstanding	Status	Principal amount of New Notes	Cash Amount	Accrued Interest Amount
XS0214965534	HBOS plc	18 March 2030	18 March 2025	€750,000,000	Subordinated	€1,000	€15.00	€44.75*

*   Assuming that the Settlement Date is 16 March 2020.

Certain Details of the New Notes

The table below identifies certain key characteristics of the New Notes to be issued by the Offeror pursuant to the Exchange Offer.

Issuer	Maturity Date	Optional Redemption Date	Minimum New Issue Size	Status	Coupon (%)	Interest Payment Dates
Lloyds Banking Group plc	18 March 2030	18 March 2025	€300,000,000	Subordinated	As per the Existing Notes

The New Notes will be in bearer form in denominations of €100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000, and will initially be issued in global form.

Applications are intended to be made to the Financial Conduct Authority (the "FCA") under Part VI of the Financial Services and Markets Act 2000, as amended, for the New Notes to be admitted to the Official List of the FCA and to the London Stock Exchange plc for the New Notes to be admitted to trading on the London Stock Exchange's regulated market. Such admission is expected to occur on the Settlement Date.

The New Notes will have the same initial coupon and payment dates, currency, optional redemption date, reset date and maturity date as the Existing Notes. The New Notes differ in respect of, inter alia, the issuer, minimum denomination, reset margin and the underlying terms and conditions. Investors should carefully consider these differences in deciding whether to tender Existing Notes for exchange in connection with the Exchange Offer.

Further details of the New Notes are set out in the Exchange Offer Memorandum.

Purpose of the Exchange Offer

The Offeror is undertaking the Exchange Offer in order to provide the Holders of the Existing Notes with an opportunity to exchange their Existing Notes for New Notes.

The Exchange Offer is part of the Group's continuous review and management of its outstanding capital issuance, maintaining a prudent approach to the management of the Group's capital position.

The Group will continue to meet all of its capital requirements irrespective of the outcome of the Exchange Offer.

Offers to Exchange

Holders of Existing Notes should refer to the detailed terms of the Exchange Offer Memorandum in order to ascertain how to validly Offer to Exchange their Existing Notes in accordance with the terms of the Exchange Offer and the requirements of the relevant Clearing System(s).

Notwithstanding any other provision of the Exchange Offer Memorandum, whether the Offeror accepts Offers to Exchange from Holders is at its sole and absolute discretion and the Offeror may decide not to accept Offers to Exchange for any reason.

Holders whose Existing Notes Offered for Exchange are not accepted, or who do not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes, will not be entitled to receive the Cash Amount, and will continue to hold such Existing Notes subject to their terms and conditions.

None of the Offeror, HBOS plc, the Joint Dealer Managers, the Trustee or the Exchange Agent (or their respective directors, employees or affiliates) makes any representation or recommendation whatsoever regarding the Exchange Offer Memorandum or the Exchange Offer, or any recommendation as to whether Holders of Existing Notes should participate in the Exchange Offer.

Minimum Offer Amount

No Offer to Exchange Existing Notes will be accepted by the Offeror unless such Offer to Exchange Existing Notes relates to an aggregate principal amount of Existing Notes of at least €100,000 (the "Minimum Offer Amount"). In order to be eligible to receive New Notes in the Exchange Offer, a Holder that holds Existing Notes having an aggregate principal amount less than the Minimum Offer Amount must first acquire such further Existing Notes as is necessary for that Holder to be able to Offer for Exchange the Minimum Offer Amount by the Expiration Time. Where a Holder submits an Exchange Instruction in respect of a principal amount of Existing Notes of less than the Minimum Offer Amount, or in respect of a principal amount of Existing Notes which is not an integral multiple of €1,000, such Holder's Exchange Instruction will be rejected.

Minimum New Issue Size

The Exchange Offer is conditional upon receiving valid Offers to Exchange that, if and when accepted, would result in the Offeror issuing New Notes in an aggregate principal amount which satisfies the Minimum New Issue Size Condition (being €300,000,000).

If the Minimum New Issue Size Condition for the New Notes is not satisfied, the Offeror reserves the right (at its sole discretion) to waive the Minimum New Issue Size Condition or reduce the Minimum New Issue Size and (subject as described in "Terms of the Exchange Offer - 11. Revocation Rights" in the Exchange Offer Memorandum) to proceed with the Exchange Offer.

Accrued Interest Amounts and Cash Amounts

Holders who validly Offer to Exchange their Existing Notes at or prior to the Expiration Time and whose Offers to Exchange are accepted will receive New Notes with a principal amount equal to the aggregate principal amount of such Existing Notes accepted for exchange, subject to the requirement for each Holder to exchange at least the Minimum Offer Amount and a principal amount which is an integral multiple of €1,000.

Each such Holder will also be entitled to receive the Accrued Interest Amount and the Cash Amount in respect of their Existing Notes so accepted for exchange.

Accordingly, Holders whose Existing Notes are accepted for exchange pursuant to the Exchange Offer will not be entitled to receive any payment pursuant to the terms of such Existing Notes in respect of accrued and unpaid interest.

The New Notes will have a long first Interest Period from and including the Settlement Date to but excluding 18 March 2021.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events relating to the Exchange Offer. This is an indicative timetable and is subject to change.

Dates and Times	Action
2 March 2020	Commencement of the Exchange Offer Period Exchange Offer announced and notice of the Exchange Offer submitted to the Clearing Systems and published via RNS. Exchange Offer Memorandum available from the Exchange Agent.
4.00 p.m. (London time) on 10 March 2020	Expiration Time and Date Deadline for receipt of all Exchange Instructions. End of the Exchange Offer Period.
As soon as reasonably practicable on 11 March 2020	Results Announcement Date On the Results Announcement Date, the Offeror is expected to announce (i) whether valid Offers to Exchange pursuant to the Exchange Offer are accepted by the Offeror, (ii) the satisfaction or waiver of the Minimum New Issue Size Condition and (iii) the New Issue Amount.
Expected to be on or around 16 March 2020	Settlement Date Expected Settlement Date for the Exchange Offer, including (i) delivery of the New Notes in exchange for Existing Notes validly Offered for Exchange and accepted and (ii) payment of Accrued Interest Amounts and Cash Amounts.

Holders are advised to check with any bank, securities broker, Clearing Systems or other Intermediary (as defined herein) through which they hold their Existing Notes whether such Intermediary applies different deadlines for any of the events specified above, and then to allow for such deadlines if the deadlines set by such persons are prior to the deadlines set out above.

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of, terminate and/or withdraw the Exchange Offer (including, without limitation, early closure of the Exchange Offer Period and amending the terms and conditions of the New Notes and the Minimum New Issue Size) at any time up to and including when the Offeror announces whether it accepts valid Offers to Exchange pursuant to the Exchange Offer, which the Offeror expects to do on the Results Announcement Date.

Notice will be given to Holders of the Existing Notes if the terms and conditions or timing of the Exchange Offer are amended.

Exchange Instructions cannot be revoked, except in the limited circumstances described in "Terms of the Exchange Offer - 11. Revocation Rights" of the Exchange Offer Memorandum.

Certain of the terms of the New Notes will be different from those of the Existing Notes. However, the New Notes will have the same initial coupon and payment dates, currency, optional redemption date, reset date and maturity date as the Existing Notes.  The New Notes differ in respect of, inter alia the issuer, minimum denomination, reset margin and the underlying terms and conditions. Investors should carefully consider these differences in deciding whether to tender Existing Notes for exchange in connection with the Exchange Offer.

Holders are advised to read carefully the Exchange Offer Memorandum, including in particular the section headed "Risk Factors", for full details of, and information on the procedures for participating in, the Exchange Offer.

Unless stated otherwise, announcements will be made by the Offeror (i) by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants and (ii) through RNS. Announcements may also be issued by way of press release to a Notifying News Service and found on the relevant Reuters International Insider Screen. Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agent, the contact details for which are specified below. In addition, Holders of Existing Notes may contact the Joint Dealer Managers for information using the contact details specified below.

FURTHER INFORMATION

Lucid Issuer Services Limited has been appointed by the Offeror as exchange agent (the "Exchange Agent") in connection with the Exchange Offer.

Goldman Sachs International and Lloyds Bank Corporate Markets plc have been appointed by the Offeror as Joint Dealer Managers (the "Joint Dealer Managers") for the purposes of the Exchange Offer.

This announcement contains inside information in relation to the Existing Notes and is disclosed in accordance with the Market Abuse Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR, this announcement is made by Douglas Radcliffe, Group Investor Relations Director.

Any questions or requests for assistance or additional copies of the Exchange Offer Memorandum may be directed to the Exchange Agent and any questions regarding the terms of the Exchange Offer may be directed to either of the Joint Dealer Managers listed below.

JOINT DEALER MANAGERS

Goldman Sachs International Plumtree Court 25 Shoe Lane London EC4A 4AU United Kingdom Telephone: [phone] Attention: Liability Management Group email: [e-mail]	Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE United Kingdom Telephone: [phone]/1721 Attention: Liability Management Group email: [e-mail]

Requests for information in relation to, and for any documents or materials relating to, the Exchange Offer should be directed to:

EXCHANGE AGENT

Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Tel: [phone] Attention: Arlind Bytyqi Email: [e-mail]

DISCLAIMER

This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Exchange Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Exchange Offer. None of the Offeror, HBOS plc, the Joint Dealer Managers, the Exchange Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Exchange Offer.

OFFER RESTRICTIONS

This announcement and the Exchange Offer Memorandum do not constitute an offer or an invitation to participate in the Exchange Offer in any jurisdiction in or from which, or to any person to whom, it is unlawful to make the offer or invitation under applicable laws. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum comes are required by each of the Offeror, the Joint Dealer Managers and the Exchange Agent to inform themselves about and to observe any such restrictions.

No action has been or will be taken in any jurisdiction by the Offeror, the Joint Dealer Managers or the Exchange Agent that would constitute a public offering of the New Notes.

Eligibility of Holders and availability of the Offer

The Exchange Offer and the New Notes are only being made available to Eligible Persons. Accordingly, only a person who is an Eligible Person is entitled to make an investment decision with respect to the Exchange Offer.

An "Eligible Person" is a person that, if such person were receiving services in the course of a firm carrying on a regulated activity, would be a client who is either a 'professional client' or an 'eligible counterparty' under MiFID II (as defined below).

Any Holder who is not an Eligible Person should contact the Exchange Agent.

MiFID II product governance / professional investors and ECPs only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the New Notes described in the Exchange Offer Memorandum has led to the conclusion that: (i) the target market of the New Notes is 'eligible counterparties' and 'professional clients' only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for the distribution of the New Notes to eligible counterparties and professional clients are appropriate.  Any person subsequently offering, selling or recommending the New Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PRIIPs Regulation / prohibition of sales to EEA and UK retail investors - The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a 'retail client' as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC, as amended or superseded, where that customer would not qualify as a 'professional client' as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling securities falling within scope of the PRIIPs Regulation or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA or in the UK may, if the New Notes were to be determined to fall within the scope of the PRIIPs Regulation, be unlawful under the PRIIPs Regulation.

United States

The Exchange Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of, a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet and other forms of electronic communication. The Existing Notes may not be Offered for Exchange by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or to U.S. persons as defined in Regulation S of the Securities Act (each a "U.S. person"). Accordingly, copies of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to any one or more of the Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. persons. Any purported Offer to Exchange Existing Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer to Exchange made by a person located in the United States or any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Exchange Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Existing Notes and the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The purpose of this announcement and the Exchange Offer Memorandum is limited to the Exchange Offer, and the Exchange Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Holder of Existing Notes participating in the Exchange Offer will be deemed to represent that it is not a U.S. person and it is not located in the United States and is not participating in the Exchange Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offer from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Belgium

Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. This announcement and the Exchange Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in this announcement and the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

This announcement, the Exchange Offer Memorandum and any other documents or offering materials relating to the Exchange Offer may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been or will be submitted for clearance to the Autorité des marchés financiers.

Italy

Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Exchange Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). The Exchange Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.

A holder of Existing Notes located in the Republic of Italy can offer to exchange Existing Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Exchange Offer.

United Kingdom

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Group or other persons within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom these documents and/or materials may lawfully be communicated.

Switzerland

The offering of the New Notes in Switzerland is exempt from requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA") because the New Notes have a minimum denomination of CHF 100,000 (or equivalent in another currency) or more and the New Notes will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this announcement nor the Exchange Offer Memorandum constitutes a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the New Notes.

General

HBOS plc, the Joint Dealer Managers, the Trustee and the Exchange Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Exchange Offer Memorandum or the Exchange Offer. The Exchange Agent is the agent of the Offeror and owes no duty to any Holder. None of the Offeror, HBOS plc, the Joint Dealer Managers, the Trustee or the Exchange Agent makes any recommendation as to whether or not Holders should participate in the Exchange Offer.

In addition to the representations referred to above in respect of the United States, each Holder participating in the Exchange Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Terms of the Exchange Offer - 7. Procedures for Offering to Exchange Existing Notes" of the Exchange Offer Memorandum. Offers of Existing Notes for Exchange from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Joint Dealer Managers and the Exchange Agent reserves the right, in their sole and absolute discretion, to investigate, in relation to any offer of Existing Notes for exchange pursuant to the Exchange Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such instruction may be rejected.

The Exchange Offer does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes and/or the New Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the relevant Exchange Offer to be made by a licensed broker or dealer and any of the Joint Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made on behalf of the Offeror by such Joint Dealer Manager or affiliate (as the case may be) in such jurisdiction.

- END -

For further information:

Investor Relations

Douglas Radcliffe  [phone]

Group Investor Relations Director

[e-mail]

Corporate Affairs

Matt Smith  [phone]

Head of Media Relations

[e-mail]  

 

END

 

 

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