Joint Venture to develop Greenwich Peninsula

RNS Number : 5524F

Quintain Estates & Development PLC

18 June 2012

 



18 June 2012

Quintain Estates and Development plc

New joint venture with Hong Kong investor to develop Greenwich Peninsula

Summary

·    The Board of Quintain today announces that the Company has agreed a new joint venture in respect of its interests in Greenwich Peninsula with Knight Dragon, an investment vehicle ultimately owned by Dr. Henry Cheng Kar-Shun. Dr. Cheng is Chairman of New World Development, a Hong Kong listed conglomerate with a market capitalisation of approximately £4.6 billion and which has substantial interests in property and infrastructure in Hong Kong and China. Dr. Cheng, and the wider Cheng family, control Chow Tai Fook Enterprises Limited, which has a substantial interest in New World Development. Chow Tai Fook Enterprises Limited is providing a guarantee of the obligations of Knight Dragon in relation to the Transaction.

·     The Board of Quintain believes the Transaction presents an attractive opportunity as it:

-    introduces a new partner to take the development of Greenwich Peninsula forward;

-    secures up to £300 million of new financing in relation to viable development at Greenwich Peninsula at competitive rates;

-    provides Quintain with new management income streams;

-    provides substantial liquidity to the Company, anticipated to be approximately £150 million over the next six years before development profits; and

-    paves the way for the transformation of Greenwich Peninsula, including the development of up to 10,000 new homes, a 3.5 million sqft commercial district, as well as new shops, hotels, schools and public facilities along 1.4 miles of Thames river frontage and space for a workforce of over 25,000.

·    The Transaction will result in Quintain owning a 40 per cent. interest in Greenwich Peninsula Regeneration Limited, the existing joint venture holding company, alongside Knight Dragon, which will own the remaining 60 per cent. interest, each with proportionate board representation. The GPRL Group has the benefit of development rights granted for approximately 14 million sqft of residential-led mixed use development land across more than 150 acres at Greenwich Peninsula, including 18.6 acres of land within Peninsula Quays (which is currently owned by the Group and will be transferred to GPRL upon Completion).

·     Under the terms of the Transaction, Knight Dragon has agreed to provide up to £300 million of revolving debt funding to GPRL in relation to viable development at Greenwich Peninsula. This debt funding will attract interest at five per cent. above the applicable three month LIBOR rate (adjusted on a quarterly basis). There are no obligations on Quintain to commit new funds for future development at Greenwich Peninsula and Quintain's share of existing infrastructure funding will be repaid to Quintain as a priority before new infrastructure funding.

·    In connection with the Transaction, the Company will receive cash of £78.8 million (subject to a post-Completion adjustment), of which £28.8 million will be paid by Knight Dragon on Completion and £50 million will be received on deferred terms over a six year period. With infrastructure repayments, land receipts and fees over the next six years, based on the current business plan, Quintain anticipates receiving a further potential £80 million of cash, which would bring total cash received in the six years to approximately £150 million before development profits (equivalent to approximately 29 pence per share), although the actual amount of cash receipts will depend upon market conditions and the pace of development activity.

·    Quintain will be appointed as the GPRL Group's development and project manager for a six year term and will receive an annual fee from GPRL for these services. Quintain will also provide site wide development management services at Greenwich Peninsula and administration services to the GPRL Group. Total fees for these combined services are expected to be approximately £4 million per year once construction achieves momentum. Investment monitoring and advisory services will be provided to the GPRL Group by Pinnacle Regeneration Group, the social housing and urban regeneration specialists in which the Cheng family have a substantial interest. It is also envisaged that Pinnacle Regeneration Group will provide affordable housing and certain other services to the GPRL Group.

·     The Transaction is subject to Quintain shareholder approval and a general meeting will be held in July.

Commenting on the Transaction, Maxwell James, Chief Executive of Quintain said: 

"This is a transformational deal for Quintain and is the next step in realising the inherent value in our key London projects by attracting significant third party capital. It introduces a highly respected and experienced partner who brings considerable financial strength and a network of global relationships. Together, we are well placed to turn our vision for this landmark project for London into reality, creating thousands of homes and jobs in the process."

Commenting on the Transaction, Sammy Lee, (a director of Pinnacle Regeneration Group, who will be a new member of the GPRL board on Completion) said:

"Dr. Henry Cheng is delighted to be partnering with Quintain to play a part in such a large-scale mixed-use project. This is an excellent opportunity for a strong financial partner, with specialist social housing knowledge through his recent investment in Pinnacle Regeneration Group, to help regenerate this landmark area in central London and we are looking forward to engaging with all the stakeholders to develop a comprehensive new plan for the area. We are confident that this investment will provide excellent returns over the coming years."

Commenting on the Transaction, Perry Lloyd, CEO of Pinnacle Regeneration Group, said:

"In a year where the eyes of the world are on London, this provides a great boost for the capital. This partnership creates a unique opportunity to build a new, sustainable community - a community where there is a blend of housing, and is a place where people want to live. Pinnacle is delighted to be part of one of the largest urban regeneration schemes in Europe, and help deliver for Londoners the new housing they so desperately need."

Presentation to institutional investors and analysts

Institutional investors and analysts are invited to dial into a conference call at 9am (UK time) on 18 June 2012 with a replay facility available afterwards on demand for 7 days. The presentation will be available on the Quintain website at www.quintain-estates.com.

Participant Dial in: [phone]

Password: Quintain

Replay facility for 7 days - Dial [phone]

Access PIN: 4007437

Introduction

The Board of Quintain is pleased to announce that it has agreed new joint venture arrangements in respect of its interests in Greenwich Peninsula with Knight Dragon. The Transaction will result in the Company owning a 40 per cent. joint venture interest in GPRL alongside Knight Dragon, who will own the remaining 60 per cent. interest.  Quintain and Lend Lease (the current joint venture partners), through the GPRL Group, have the benefit of development rights granted for approximately 14 million sqft of residential-led mixed use development across more than 150 acres of land at Greenwich Peninsula, including 18.6 acres of land within Peninsula Quays (which will be transferred by Quintain to GPRL upon Completion). Following Completion, Lend Lease will no longer hold any interests in the GPRL Group although it will retain certain other interests at Greenwich Peninsula.

In connection with the Transaction, the Company will receive cash of £78.8 million (subject to a post-Completion adjustment), of which £28.8 million will be paid by Knight Dragon on Completion and £50 million will be received on deferred terms over a six year period.  In addition, Knight Dragon has agreed to provide up to £300 million of financing in relation to viable development at Greenwich Peninsula.

As part of these arrangements, Quintain will be appointed as the GPRL Group's development and project manager and will also provide site wide development management services at Greenwich Peninsula and administration services to the GPRL Group. In addition, an agreement will be entered into on Completion for investment monitoring and advisory services to be provided by Pinnacle Regeneration Group to the GPRL Group and it is also envisaged that Pinnacle Regeneration Group (or one of its affiliates) will provide the GPRL Group with affordable housing and certain other services pursuant to arrangements to be agreed following Completion.

Background to and reasons for the Transaction

Quintain focuses on two principal activities: (i) urban regeneration within Greater London; and (ii) asset management of specialist property funds. Through Quintain's urban regeneration business, the Company aims to generate capital growth and profit through master planning, development and long-term ownership of two of London's significant new mixed-use regeneration schemes, at Greenwich Peninsula and Wembley.

Quintain acquired its interests in the wider Greenwich Peninsula scheme in 2002, having previously acquired interests in land at Peninsula Quays. Quintain and its current joint venture partner, Lend Lease, secured permission for a 14 million sqft master plan (of which 12.6 million sqft remains to be developed) which provides for the creation of over 10,000 homes, a 3.5 million sqft commercial district and 350,000 sqft of retail space along approximately 1.4 miles of Thames river frontage.  Quintain and Lend Lease have subsequently invested in excess of £127 million in infrastructure. The first stages of development around the public realm in front of The O2 entertainment complex have been completed.  These included more than 10 retail units along Peninsula Square, over 420,000 sqft of offices at Pier Walk and Mitre Passage and Ravensbourne College and, further down the Peninsula, the disposal of land to Bellway for the development of 229 residential units, now completed, and the new cable car over the Thames, a Transport for London project linking Greenwich Peninsula with Royal Victoria Docks and the ExCel Centre. The next stage of the project will focus on delivering the residential development elements of the scheme at Greenwich Peninsula. 

Quintain and its current joint venture partner, Lend Lease, agreed to consider arrangements whereby Lend Lease would exit the GPRL joint venture. Subsequently, Quintain entered into discussions with the ultimate owner of Knight Dragon in relation to a possible joint venture investment pursuant to which Knight Dragon would acquire a strategic stake in GPRL. An agreement has now been reached for Knight Dragon to acquire a 60 per cent. interest in GPRL pursuant to the Transaction. Quintain's interests (held through QML) in Peninsula Quays (comprising the QML Land) will be transferred to GPRL with the intention of aligning the interests of Quintain and Knight Dragon in the joint venture.  As a result of the Transaction, Knight Dragon will replace Lend Lease as Quintain's partner in relation to the development of the GPRL Group's land interests at Greenwich Peninsula.

The Board of Quintain believes that Knight Dragon has a network of strong relationships with key investors throughout Asia which will be of assistance in the international marketing of the developed scheme at Greenwich Peninsula.

In addition, under the terms of the joint venture, Knight Dragon has agreed to provide up to £300 million of financing in relation to viable development at Greenwich Peninsula. Chow Tai Fook Enterprises Limited is providing a guarantee of the obligations of Knight Dragon in relation to the Transaction.

For these reasons, the Directors believe that establishing the joint venture with Knight Dragon will bring considerable benefits to Quintain and will help accelerate future development of the Greenwich Peninsula estate and thereby enhance the long term value of Greenwich Peninsula to the Company.

Those directors with legal and / or beneficial interests in the Company's share capital have provided irrevocable undertakings that they will vote (or as far as they are able will procure that votes are cast) in favour of the Transaction. These irrevocable undertakings amount to 966,361 Ordinary Shares, in aggregate, representing approximately 0.19 per cent. of the existing issued share capital of the Company. The Company has also received an irrevocable undertaking from Caledonia Investments Plc pursuant to which it undertakes to vote in favour of the Transaction in respect of its entire holding of 55,341,528 Ordinary Shares, representing approximately 10.6 per cent. of the existing issued share capital of the Company.

Principal terms of the Transaction

As described above, the Company will own a 40 per cent. joint venture interest in GPRL following Completion with the remaining 60 per cent. joint venture interest owned by Knight Dragon. The Transaction will be implemented through a number of steps all of which are conditional on shareholder approval. 

A summary of the steps required to effect the Transaction is set out below.

Step 1: Lend Lease to transfer its interests in GPRL to the Company

Lend Lease currently holds 50 per cent. of the issued share capital of GPRL and 50 per cent. of the Existing Loan Notes issued by GPRL. Quintain currently owns the other 50 per cent. interests.  Lend Lease has agreed to transfer its interests in the GPRL Group to the Company. As described below in Step 3, Quintain will subsequently (but simultaneously at Completion) transfer to Knight Dragon the interests in GPRL it receives from Lend Lease. The consideration for the transfer of these interests to the Company will initially be paid by Knight Dragon to Quintain, and immediately by the Company to Lend Lease, on Completion.

Step 2: Quintain to transfer its interests in QML to GPRL

Quintain will transfer to GPRL: (i) the entire issued share capital of QML; and (ii) the benefit of a loan owing to it from QML which, as at Completion, will amount to more than £50 million (including accumulated interest). The consideration for these transfers will be satisfied by: (a) GPRL issuing further shares in GPRL to the Company; and (b) the creation of a new loan for an equivalent amount owing from GPRL to the Company (£50 million of which loan shall be deemed satisfied in full pursuant to the arrangements described in Step 3 below with the balance of the loan being capitalised).

Step 3: Quintain and Knight Dragon establish the joint venture relating to GPRL

Knight Dragon will acquire a 60 per cent. interest in GPRL by (i) paying to Quintain £28.8 million in cash at Completion (subject to a post-Completion adjustment); (ii) paying to Quintain the consideration payable to Lend Lease pursuant to Step 1 described above (and Quintain will immediately pay the same to Lend Lease); and (iii) subscribing for £50 million of new shares in GPRL. In connection with this share subscription, £50 million of the loan owing from GPRL to the Company (as described in sub-paragraph (b) of Step 2 above) shall be deemed to have been satisfied in full on Completion, although Quintain will receive £50 million from Knight Dragon on deferred terms over a six year period, with £10 million to be paid on the second anniversary of Completion and £20 million to be paid on each of the fourth and sixth anniversaries of Completion.  

The terms of the joint venture between the Company and Knight Dragon include a commitment from Knight Dragon to provide up to £300 million of revolving funding in relation to viable development at Greenwich Peninsula, as well as for, inter alia, GPRL's initial working capital requirements. This funding will attract interest at a coupon of five per cent. above the applicable three month LIBOR rate (adjusted on a quarterly basis). There are no obligations on Quintain to commit new funds to the GPRL Group with Quintain's commitment restricted to reinvesting certain profits received from the joint venture principally within phases of development and for contributing pro rata to GPRL's ongoing working capital requirements.

Following Completion, Knight Dragon will hold 60 per cent. of the issued share capital of GPRL and 60 per cent. of the Existing Loan Notes and Quintain will hold 40 per cent. of the issued share capital of GPRL and 40 per cent. of the Existing Loan Notes.

As part of the arrangements to establish this new joint venture, Quintain will enter into a development management agreement on Completion, pursuant to which it will provide the GPRL Group with development management services in relation to the development of land drawn down by the GPRL Group at Greenwich Peninsula for a six year period. Quintain will receive annual fees calculated by reference to the annual development costs incurred by the GPRL Group at Greenwich Peninsula. Quintain will also provide site-wide development management services and administration services to the GPRL Group for six years from Completion in return for fees based on personnel costs and authorised expenses. GPRL will, for a 12 year period from Completion, pay an annual fee of £2 million to Pinnacle Regeneration Group for the provision of investment monitoring and advisory services to the GPRL Group, and it is also envisaged that Pinnacle Regeneration Group (or one of its affiliates) will provide the GPRL Group with affordable housing and certain other services pursuant to arrangements to be agreed following Completion.

Conditions of the Transaction

The establishment of the new joint venture will be treated as a disposal by Quintain, which is of a sufficient size, relative to the Company, to constitute a Class 1 transaction for the Company under the Listing Rules.  As such, the approval of a simple majority of the shareholders of Quintain is required before the Transaction can be completed.  A circular containing details of the Transaction and including notice convening a general meeting of the Company, at which approval will be sought for the Transaction, will be sent to shareholders in due course. Completion of the Transaction is expected to occur during July 2012.

Financial effects of the Transaction

As described above, Quintain will receive £78.8 million in connection with the Transaction (subject to a post-Completion adjustment), of which £28.8 million will be paid on Completion and £50 million will be payable on deferred terms over a six-year period. The Company intends to use the net proceeds (after Transaction expenses) that it receives pursuant to the Transaction to reduce the level of the Group's net debt by increasing the cash balances held by the Company. Following Completion, the Directors also expect that Quintain will benefit from the GPRL Group's access to the additional development capital of up to £300 million at any one time to be provided by Knight Dragon, in relation to viable development at Greenwich Peninsula.

The Company is disposing of certain fully consolidated assets to GPRL. As a consequence, the value of its properties will be reduced by the previously fully consolidated value. Correspondingly, the value of the Company's investment in joint ventures will increase to reflect the net increase in the value of the Company's interest in the shares of GPRL taking into account the effect of the Transaction. 

Given the nature of the assets, the subject of the Transaction and the typical timeframe for development of land, it is not anticipated that the Transaction will have a material impact on the consolidated earnings of Quintain during the 12-month period following Completion. Any future valuation surpluses will be reflected as trading profits, as opposed to revaluation gains, as the properties that are the subject of the Transaction are now considered to be trading, rather than investment, properties. The pre-tax profits (for the 12 months ended 31 March 2012) attributable to the assets the subject of the Transaction were £3.0 million. The value of the gross assets (as at 31 March 2012) the subject of the Transaction was £180.6 million.

As a consequence of the Transaction, it is expected that the net assets of the Company will be reduced at Completion from £572.0 million as at 31 March 2012 to £562.0 million on a pro forma basis (which represents a reduction of some 2 pence per share and a reduction of approximately two per cent. of the Company's net assets). The Board expects that the Transaction will provide the Company with greater longer-term value from its interests in the GPRL Group due to the GPRL Group's access, following Completion, to funding from Knight Dragon for the purpose of developing land at Greenwich Peninsula.

Information on GPRL and QML

The principal activity of GPRL is investment in property development companies and joint ventures for the purposes of developing land holdings at Greenwich Peninsula. To date, the GPRL Group has focused on investing in infrastructure at Greenwich Peninsula to facilitate development on land owned by the GLA and the QML Land. QML's principal activity is the holding of certain land at Greenwich Peninsula, which is being held for the purposes of development. Through agreements with QML (which on Completion will be a wholly-owned subsidiary of GPRL) and the GLA, MDL (GPRL's subsidiary) is entitled to draw down such land either for development by entities established for this purpose, or for sale to third party developers. 

Information on Knight Dragon

Knight Dragon is a company incorporated in Hong Kong and is an investment vehicle ultimately owned by Dr. Henry Cheng Kar-Shun.

Information on Pinnacle Regeneration Group

Pinnacle Regeneration Group is an established private operator in social housing and urban regeneration in the UK. It employs approximately 2,200 people across the UK, directly manages over 20,000 social housing homes and provides complementary services to over 400,000 homes. Pinnacle Regeneration Group is currently involved in regeneration projects in Lambeth, Kirklees and Oldham, and has a programme to build around 2,415 dwellings over the next four years. The Cheng family holds a substantial interest in Pinnacle Regeneration Group.

ENQUIRIES:

Quintain Estates and Development plc

Maxwell James, Chief Executive                                                     Tel: [phone]

Rebecca Worthington, Deputy Chief Executive

HSBC Bank Plc, Sole Financial Adviser to Quintain and Sole Sponsor

Richard Choi                                                                               Tel: [phone]

Oliver Smith   

RLM Finsbury

James Bradley                                                                             Tel: [phone]

Jenny Davey 

Barclays Bank PLC, Joint Corporate Broker to Quintain

Tom Boardman                                                                             Tel: [phone]

J.P. Morgan Cazenove, Joint Corporate Broker to Quintain

Robert Fowlds                                                                              Tel: [phone]

Bronson Albery

For Knight Dragon

Brunswick Group                                          

Kate Holgate                                                                               Tel: + 44 (0) 20 7404 5959 Elizabeth Adams

For Pinnacle Regeneration Group

Quiller Consultants                                       

George Bridges                                                                            Tel: [phone]

Importance Notices

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.  This announcement has been prepared for the purposes of complying with the Listing Rules 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 of England.

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions.  These forward-looking statements include all matters that are not historical facts.  They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding Quintain's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, prospects, growth, strategies and the industry in which it operates.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Group's operations, financial position and liquidity, and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the results of operations, financial position and the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors.

Forward-looking statements may, and often do, differ materially from actual results.  Any forward-looking statements in this announcement speak only as of their respective dates, reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy. Subject to the requirements of the Financial Services Authority, the London Stock Exchange, the Listing Rules and Disclosure and Transparency Rules (and/or any regulatory requirements) or applicable law, the Group explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement.

Other

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the earnings per share of the Group or GPRL for the current or future financial periods will necessarily match or exceed the historical or published earnings per share of the Group or GPRL.

Certain figures in this announcement have been subject to rounding adjustments.

HSBC Bank Plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sole financial adviser and sole sponsor for Quintain and no-one else in connection with the Transaction and the contents of this announcement and will not be responsible to anyone other than Quintain for providing the protections afforded to clients of HSBC Bank Plc, or for providing advice in relation to any of the Transaction, the contents of this announcement or any matters referred to herein.

Barclays Bank PLC, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint corporate broker to Quintain and no-one else in connection with the Transaction and the contents of this announcement and will not be responsible to anyone other than Quintain for providing the protections afforded to clients of Barclays Bank PLC, or for providing advice in relation to any of the Transaction, the contents of this announcement or any matters referred to herein.

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint corporate broker to Quintain and no-one else in connection with the Transaction and the contents of this announcement and will not be responsible to anyone other than Quintain for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any of the Transaction, the contents of this announcement or any matters referred to herein.

APPENDIX

DEFINITIONS

The following definitions apply through out this announcement, unless the context otherwise requires:

"Board", "Board of Quintain" or "Directors"	the directors of the Company as at the date of this announcement
"Company" or "Quintain"	Quintain Estates and Development plc
"Completion"	completion of the Transaction, pursuant to the sale and purchase agreements entered into between the parties
"Disclosure and Transparency Rules"	the disclosure rules and the transparency rules made by the Financial Services Authority under section 73A of the Financial Services and Market Act 2000
"Existing Loan Notes"	the loan notes issued by GPRL to each of Lend Lease and the Company
"GLA"	the Greater London Authority and its subsidiary undertakings (including GLA Land and Property Limited, to which the property rights, liabilities and interests of the Homes and Communities Agency in relation to Greenwich Peninsula have been transferred)
"GPRL"	Greenwich Peninsula Regeneration Limited
"GPRL Group"	GPRL and its subsidiaries and subsidiary undertakings
"Group"	the Company and its subsidiaries and subsidiary undertakings
"J.P. Morgan Cazenove"	J.P. Morgan Limited which conducts its UK investment banking activities as J.P. Morgan Cazenove
"Knight Dragon"	Knight Dragon Limited, a company incorporated in Hong Kong and owned 100% (indirectly) by Dr. Cheng
"Lend Lease"	Lend Lease Europe Limited
"Listing Rules"	the listing rules made by the UK Listing Authority for the purposes of Part VI of Financial Services and Market Act 2000
"MDL"	Meridian Delta Limited, a subsidiary of GPRL
"Ordinary Shares"	fully paid ordinary shares of 25 pence each in the capital of the Company
"Peninsula Quays"	that part of Greenwich Peninsula known as Peninsula Quays
"Pinnacle Regeneration Group"	Pinnacle Regeneration Group Limited together with, where the context requires, its subsidiaries and subsidiary undertakings
"QML"	Quintain Meridian Limited, currently a wholly owned subsidiary of the Company and which will be a wholly owned subsidiary of GPRL on Completion
"QML Land"	18.6 acres of land within Peninsula Quays currently owned by QML
"sqft"	a square foot or square feet, as the context requires
"Transaction"	the transactions consummated at Completion resulting in the 40/60 joint venture between the Company and Knight Dragon

 

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