South African Prop. - Half-year Report
RNS Number : 8014A
South African Property Opps PLC
29 March 2017
 

29 March 2017

 

SOUTH AFRICAN PROPERTY OPPORTUNITIES PLC

('SAPRO' or the 'Group')

Interim results for the six months ended 31 December 2016

South African Property Opportunities plc (AIM: SAPO), an investment company established to invest in real estate opportunities in South Africa, announces its unaudited interim results for the six months ended 31 December 2016.

 A copy of the results announcement will be available on the Company's website at www.saprofund.com.

This announcement contains inside information.

For further information please contact:

  

 

Paul Fincham/Jonathan Becher                   +44 (0) 20 7886 2500

Panmure Gordon

 

Ian Dungate/Suzanne Jones                       + 44 (0) 1624 692600

Galileo Fund Services Limited

 

 

 

 

Chairman's Statement

On behalf of the Board, I present the interim results for South African Property Opportunities plc ("SAPRO" or "the Company") and its subsidiaries (the "Group") for the six months ended 31 December 2016.

 

Sale of the Portfolio

 

In December 2016 the Company reported that a contract had been concluded to sell the remaining assets for ZAR 60 million (£3.71 million). Of this ZAR 25 million (£1.49 million) had already been received with the remainder due in February (ZAR 11 million (£0.70 million)) and June 2017 (ZAR 24 million (£1.52 million)), secured by bank guarantees. This contract remains in place and binding, but the Company has been negotiating with the partner at the Brakpan asset regarding a pre-emption right. As a result the February payment, which is for the Brakpan asset, has been delayed pending resolution of certain legal matters.

 

Performance

 

As at 31 December 2016 the unaudited EPRA net asset value per share ("NAV"), taking into account the contracted sales and distribution costs was 12 pence compared with 11 pence at 30 June 2016. The rise in NAV primarily relates to a currency gain of 1 pence per share. Between 30 June 2016 and 31 December 2016 the exchange rate moved from ZAR:GBP 19.68 to ZAR:GBP 16.88, a rise of 16.6%. The Company does not hedge its South African Rand exposure. The Company has no bank debt.

 

A distribution of 7.25 pence per Ordinary Share was paid to shareholders on 27 January 2017.

 

Valuations

 

The portfolio was not revalued externally at 31 December 2016 and the figures adopted in the accounts are based on the agreed sale price.

 

Asset Management

 

The key efforts of the Investment Manager are focused on receiving the contracted sums and negotiating the pre-emption arrangements on the Brakpan asset. 

 

Wind up

 

On receipt of the final payment steps will be taken to wind up the Company. The Board has already served notice where appropriate under various service agreements.

 

David Hunter

Chairman

28 March 2017

 

 

Consolidated Income Statement



(Unaudited)

Period from 1 July 2016 to 31 December 2016

(Unaudited)

Period from 1 July 2015 to 31 December 2015


Note

£'000

£'000





Revenue - rental income


9

14

Revenue - sale of inventory


-

154

Total revenue


9

168

Cost of sales

4

(29)

(119)

Gross (loss)/profit


(20)

49





Investment management fees

5

(100)

(100)

Performance fees

5

(53)

(75)

Other administration fees and expenses

6

(268)

(324)

Directors incentive payments

6

-

(62)

Administrative expenses


(421)

(561)





Operating loss


(441)

(512)





Finance income


4

4

Foreign exchange gain/(loss)


3,450

(4,139)

Net finance income/(expense)


3,454

(4,135)





Profit on disposal of subsidiary undertakings

20

2,162

1,764

Profit/(loss) before income tax


5,175

(2,883)





Income tax expense

7

-

-

Profit/(loss) for the period


5,175

(2,883)





Attributable to:




- Owners of the Parent


5,180

(2,882)

- Non-controlling interests


(5)

(1)



5,175

(2,883)





Basic and diluted profit/(loss) per share (pence) for profit/(loss) attributable to the owners of the Parent during the period

8

8.32

(4.63)

 

 

Consolidated Statement of Comprehensive Income



(Unaudited)

Period from 1 July 2016 to 31 December 2016

(Unaudited)

Period from 1 July 2015 to 31 December 2015


Note

£'000

£'000

Profit/(loss) for the period


5,175

(2,883)





Other comprehensive (expense)/income




Items reclassified to profit and loss




Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit and loss


(2,196)

(1,743)

Items that may subsequently be reclassified to profit and loss




Currency translation differences


(2,719)

2,539

Other comprehensive (expense)/income for the period


(4,915)

796





Total comprehensive income/(expense) for the period


260

(2,087)





Total comprehensive income/(expense) attributable to:




- Owners of the Parent


437

(2,231)

- Non-controlling interests


(177)

144



260

(2,087)

 

 

 

Consolidated Balance Sheet



(Unaudited)

As at 31 December 2016

(Audited)

As at 30 June 2016


Note

£'000

£'000

Assets




Current assets




Inventories

9

-

3,187

Trade and other receivables

10

2,100

2,552

Cash and cash equivalents

11

5,547

1,788

Total current assets


7,647

7,527

Total assets


7,647

7,527





Equity




Capital and reserves attributable to owners of the Parent:




Issued share capital

12

623

623

Foreign currency translation reserve

13

4

4,747

Retained earnings

13

6,819

1,639



7,446

7,009

Non-controlling interests

15

-

(1,035)

Total equity


7,446

5,974

Liabilities




Current liabilities




Loans from third parties

16

-

1,280

Trade and other payables

17

201

273

Total current liabilities


201

1,553

Total liabilities


201

1,553

Total equity and liabilities


7,647

7,527

 

 

 

Consolidated Statement of Changes in Equity


Attributable to owners of the Parent




Share capital

Foreign currency translation reserve

Retained earnings/(deficit)

Total

Non-controlling interests

Total


£'000

£'000

£'000

£'000

£'000

£'000








Balance at 1 July 2015

623

6,246

6,518

13,387

(835)

12,552

Comprehensive income






Loss for the period

-

-

(2,882)

(2,882)

(1)

(2,883)

Other comprehensive expense







Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit and loss

-

(1,743)

-

(1,743)

-

(1,743)

Foreign exchange translation differences

-

2,394

-

2,394

145

2,539

Total comprehensive expense for the period

-

651

(2,882)

(2,231)

144

(2,087)

Transactions with owners






Distributions paid

-

-

(3,115)

(3,115)

-

(3,115)

Total transactions with owners

-

-

(3,115)

(3,115)

-

(3,115)

Balance at 31 December 2015

623

6,897

521

8,041

(691)

7,350







Balance at 1 July 2016

623

4,747

1,639

7,009

(1,035)

5,974

Comprehensive income






Profit for the period

-

-

5,180

5,180

(5)

5,175

Other comprehensive expense







Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit and loss

-

(2,196)

-

(2,196)

-

(2,196)

Foreign exchange translation differences

-

(2,547)

-

(2,547)

(172)

(2,719)

Total comprehensive expense for the period

-

(4,743)

5,180

437

(177)

260

Transactions with owners






Sale of subsidiary (note 20)

-

-

-

-

1,212

1,212

Total transactions with owners

-

-

-

-

1,212

1,212

Balance at 31 December 2016

623

4

6,819

7,446

-

7,446

 

 

 

Consolidated Cash Flow Statement



(Unaudited)

Period from 1 July 2016          to 31 December 2016

(Unaudited)

Period from 1 July 2015          to 31 December 2015


Note

£'000

£'000





Cash flows from operating activities




Profit/(loss) for the period before tax


5,175

(2,883)

Adjustments for:




   Interest income


(4)

(4)

Profit on sale of subsidiary


(2,162)

(1,764)

Foreign exchange (gain)/ loss


(3,450)

4,139

Operating loss before changes in working capital


(441)

(512)

Decrease in inventory


-

87

(Increase)/decrease in trade and other receivables


(6)

724

Increase in trade and other payables


9

86

Cash (used in)/generated from operations


(438)

385

Interest received


4

4

Net cash (used in)/generated from operating activities


(434)

389





Cash flows from investing activities




Net cash on disposal of subsidiaries (notes 10 & 20)


4,134

1,441

Movement in cash restricted by bank guarantees


-

(1)

Net cash generated from investing activities


4,134

1,440





Cash flows from financing activities




Repayment of loans from third parties


-

-

Distributions paid


-

(3,115)

Net cash used in financing activities


-

(3,115)





Net increase/(decrease) in cash and cash equivalents


3,700

(1,286)

Cash and cash equivalents at beginning of the period


1,788

3,096

Foreign exchange losses on cash and cash equivalents


59

(173)

Cash and cash equivalents at end of the period

11

5,547

1,637

 

 

Notes to the Financial Statements

1              General Information

 

South African Property Opportunities plc (the "Company") was incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 on 27 June 2006 as a public limited company with registered number 117001C. On 7 January 2011 with the approval of Shareholders in general meeting, the Company was re-registered as a company under the Isle of Man Companies Act 2006 with registered number 006491v. South African Property Opportunities plc and its subsidiaries' (the "Group") investment objective is the orderly realisation of a portfolio of real estate assets in South Africa and the subsequent return of capital to the shareholders.

 

The Company's property activities were managed by Group Five Property Developments (Pty) Limited ("Group Five"). Bridgehead Real Estate Fund (Pty) Ltd ("Bridgehead") was appointed as the replacement investment manager with effect from 1 July 2014. The Company's administration is delegated to Galileo Fund Services Limited (the "Administrator"). The registered office of the Company is Millennium House, 46 Athol Street, Douglas, Isle of Man, IM1 1JB.

 

Pursuant to a prospectus dated 20 October 2006 there was an authorisation to place up to 50 million shares. Following the close of the placing on 26 October 2006, 30 million shares were issued at a price of 100p per share.

 

The shares of the Company were admitted to trading on the AIM Market of the ("AIM") on 26 October 2006 when dealings also commenced. On the same date the shares of the Company were admitted to the Official List of the Channel Islands Stock Exchange (the "CISX").

 

As a result of a further fundraising in May 2007, 32,292,810 shares were issued at a price of 106p per share, which were admitted to trading on AIM on 22 May 2007.

 

The Company's agents and its Investment Manager perform all functions, other than those carried out by the Board's executive and non-executive directors. The Group has two executive directors.

 

Financial year end

 

The financial year end of the Company is 30 June in each year.

 

2              Summary of significant accounting policies

 

2.1           Basis of preparation

 

The accounting policies applied by the Group in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 30 June 2016.

 

These interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 30 June 2016 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

 

The interim financial statements for the six months ended 31 December 2016 are unaudited. The comparative interim figures for the six months ended 31 December 2015 are also unaudited.

 

As the Group's objective is the orderly realisation of its assets with a view to returning capital to the shareholders thereafter, these financial statements have not been prepared on a going concern basis. During the realisation period the Group expects to trade in an orderly fashion and, in the Directors' opinion, the valuation bases applied to the assets and liabilities are such that there would be no material adjustments to the financial statements if they had been prepared on a going concern basis.

 

2.2           Critical accounting estimates and assumptions

 

Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have been applied in the current period and which may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are addressed below:

 

(a) Estimated impairment of inventory

The Group obtained third party valuations performed by Broll (Broll represent CBRE under the terms of a network agreement whereby Broll represent CBRE in those sub-Saharan markets where CBRE do not have a presence of their own. Together with South Africa this includes Nigeria and Ghana) on an annual basis at the end of June each year. These were used in conjunction with the strategic plan for each development in order to determine any impairment of inventory. At 30 June 2016 the valuations were adjusted to the sales proceeds which provided better evidence of the value of the portfolio at 30 June 2016.

 

During the period there were impairment charges in relation to inventory (see note 9).

 

3              Segment Information

 

The entity is domiciled in the Isle of Man. All of the reported revenue, £9,093 (31 December 2015: £68,415), arises in South Africa.

 

For the six months ended 31 December 2016 revenues of £6,832 (ZAR 122,110) and £2,261 (ZAR 40,413) were derived from single external customers and were attributable to the Imbonini phase 2 development and the Lenasia development respectively (31 December 2015: £154,511 (ZAR 3,217,528) attributable to the Imbonini development).

 

4              Cost of sales

 


Period ended

31 December 2016

£'000

Period ended

31 December 2015

£'000

Cost of inventory sold

-

89

Property expenses

28

32


28

121

Impairment/(reversal of impairment) of inventory (note 9)

1

(2)

Total cost of sales

29

119

 

5              Investment Manager's fees

 

Annual fees

Bridgehead was appointed as the replacement investment manager with effect from 1 July 2014 and is entitled to an annual management fee of £175,000 per annum (excluding VAT). Management fees for the period ended 31 December 2016 paid to Bridgehead amounted to £99,750 (31 December 2015: £99,750).

 

Sales fee

Bridgehead is not entitled to a sales fee under the investment management agreement dated 1 July 2014.

 

Performance fees

Bridgehead is entitled to a performance fee of 1.5% of the net proceeds received by the Group following the sale of an asset under the investment management agreement dated 1 July 2014. Performance fees for the period ended 31 December 2016 amounted to £53,318 (ZAR 900,000) (31 December 2015: £74,954 (ZAR 1,546,440)).

 

6              Other administration fees and expenses

 

 

 

Period ended 

 31 December 2016

£'000

Period ended 

 31 December 2015

£'000

Directors' remuneration and fees

76

76

Other expenses

192

248

Administration fees and expenses

268

324

 

Included within other administration fees and expenses are the following:

 

Directors' remuneration

The maximum amount of basic remuneration payable by the Company by way of fees to the Non-executive Directors permitted under the Articles of Association is £200,000 per annum. All Directors are each entitled to receive reimbursement of any expenses incurred in relation to their appointment. During the period of these accounts, the Chairman was entitled to an annual fee of £40,000, Stephen Coe was entitled to an annual fee of £35,000 and David Saville was entitled to an annual fee of £15,000.

 

Executive Directors' fees

John Chapman was entitled to an annual basic salary of £30,000 and Craig McMurray was entitled to an annual basic salary of £20,000. Pursuant to the terms of their service agreements, Craig McMurray and John Chapman are entitled to incentive payments of, respectively, 1.5 per cent. and 0.5 per cent. of all sums distributed to shareholders. Their service agreements also provide for payments of the same percentages, following termination of their employment, for distributions paid or payable from cash generated during their employment. Total incentive fees for the period ended 31 December 2016 amounted to £nil (31 December 2015 £62,293).

 

All directors' remuneration and fees

Total fees and basic remuneration (including VAT where applicable) paid to the Directors for the period ended 31 December 2016 amounted to £75,729 (31 December 2015: £75,682) and was split as below. Directors' insurance cover amounted to £7,196 (31 December 2015: £8,051).

 


Period ended 31 December 2016

Period ended 31 December 2015


Basic fee/salary

Incentive fees

Total

Basic fee/salary

Incentive fees

Total


£'000

£'000

£'000

£'000

£'000

£'000

David Hunter

24

-

24

24

-

24

David Saville

9

-

9

9

-

9

Stephen Coe

18

-

18

18

-

18


51

-

51

51

-

51

John Chapman

15

-

15

15

15

30

Craig McMurray

10

-

10

10

47

57


25

-

25

25

62

87


76

-

76

76

62

138

 

7              Income tax expense

 


Period ended 

 31 December 2016

Period ended 

31 December 2015


£'000

£'000

Current tax

-

-

 

The tax on the Group's profit before tax is higher than the standard rate of income tax in the Isle of Man of zero per cent. The differences are explained below:

 


Period ended

31 December 2016

Period ended

31 December 2015


£'000

£'000

Profit/(loss) before tax

5,175

(2,883)




Tax calculated at domestic tax rates applicable in the Isle of Man (0%)

-

-

Effect of higher tax rates in South Africa (28%)

-

-

Tax expense

-

-

 

8              Basic and diluted profit/(loss) per share

 

Basic profit/(loss) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Group by the weighted average number of shares in issue during the period.


Period ended

31 December 2016

Period ended

31 December 2015

Profit/(loss) attributable to equity holders of the Company (£'000)

5,180

(2,882)

Weighted average number of shares in issue (thousands)

62,293

62,293

Basic profit/(loss) per share (pence per share)

8.32

(4.63)

 

The Company has no dilutive potential ordinary shares; the diluted earnings per share is the same as the basic earnings per share.

 

9              Inventories

 

Current assets


31 December 2016

30 June 2016


£'000

£'000

Start of the period/year

3,187

5,642

Costs capitalised

1

3

Impairment

(1)

(1,890)

Cost of inventory sold

-

(211)

Disposal via sale of subsidiaries (note 20)

(3,716)

-

Exchange differences

529

(357)

End of the period/year

-

3,187

 

During the period, the Group capitalised costs of £902 (ZAR 16,119) (30 June 2016: £3,117 (ZAR 66,829)) in order to develop these assets for future re-sale, and accordingly they were classified as inventory.

 

At 30 June 2016 the net realisable values of all of the developments were lower than cost, therefore, their inventory values were impaired to a value of £3,187,027 (ZAR 62,727,698). Net realisable value was determined by the sale contract less estimated selling expenses.

 

10            Trade and other receivables

 


31 December 2016

30 June 2016


£'000

£'000

Prepayments

23

18

VAT receivable

4

20

Trade receivables

-

15

Proceeds due from sale of subsidiaries (note 20) *

2,073

2,490

Other receivables

-

9

Trade and other receivables

2,100

2,552

* the comparative balance relates to the sale of the Emberton development where one final amount of ZAR 9,000,000 (£0.48 million) was received in August 2016 and the sale of the African Renaissance development where one final amount of ZAR 40,000,000 (£2.38 million) was received in December 2016.

 

The fair value of trade and other receivables approximates their carrying value.

 

11            Cash and cash equivalents

 


31 December 2016

30 June 2016


£'000

£'000

Bank balances

5,547

1,788

Bank deposit balances

-

-

Cash and cash equivalents

5,547

1,788

 

12            Share capital

 

Ordinary Shares of 1p each

As at 31 December 2016 & 30 June 2016 Number

As at 31 December 2016 & 30 June 2016 £'000

Authorised

150,000,000

1,500

Issued

62,292,810

623

 

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

 

No distributions were paid during the period ended 31 December 2016 (31 December 2015: one distribution of 5 pence per Ordinary Share on 16 October 2015).

 

13            Reserves

 

The following describes the nature and purpose of each reserve within equity:

 

Reserve

Description and purpose



Foreign currency translation reserve

Gains/losses arising on retranslating the net assets of overseas operations into the presentation currency.



Retained earnings

All other net gains and losses and transactions with owners (e.g.dividends) not recognised elsewhere

 

14            Net asset value ("NAV") per share

 


31 December 2016

30 June 2016

Net assets attributable to equity holders of the Company (£'000)

7,446

7,009

Shares in issue (in thousands)

62,293

62,293

NAV per share (£)

0.12

0.11

 

The NAV per share is calculated by dividing the net assets attributable to equity holders of the Group by the number of ordinary shares in issue.

 

The Group publishes an adjusted NAV that is calculated in accordance with the guidelines of the European Public Real Estate Association ("EPRA"). The primary difference between EPRA and IFRS is that, in general, under IFRS the Group's development properties are classified as inventory and held at cost while EPRA permits the incorporation of open market valuations.  In order to produce the EPRA numbers the Group has retained Broll's Johannesburg office to conduct annual valuations, which are reviewed and adjusted by the directors for the interim accounts. The EPRA numbers incorporate the directors' valuation and are net of tax.

 

The below figures also take into consideration any profit share agreements with development partners, fees due on sale of properties (see note 5) and incentive fees due to the Executive Directors (see note 6).

 

EPRA NAV

31 December 2016

30 June 2016

Net assets attributable to equity holders of the Company (£'000)

7,297

6,869

Shares in issue (in thousands)

62,293

62,293

EPRA NAV per share (£)

0.12

0.11

 

15            Non-controlling interests

 

Subsidiary

Country of incorporation

Percentage of shares held

Profit/(loss) allocated to NCI  period ended  31 December 2016

Accumulated NCI   31 December 2016

Dividends paid to NCI  period ended 31 December 2016




£'000

£'000

£'000

Madison Park Properties 40 (Pty) Limited

South Africa

50%

(5)

-

-

 

The subsidiary received funding of ZAR 180,000 (£10,071) during the six months ended 31 December 2016 to meet its ongoing commitments and was sold during the period (see note 20).

 

16            Loans from third parties


31 December 2016

30 June 2016


£'000

£'000

Start of the period/year

1,280

1,319

Disposal via sale of subsidiary (note 20)

(1,492)

-

Exchange differences

212

(39)

End of the period/year

-

1,280

 

The loan was from the Homa Adama Trust in relation to its 50 per cent. interest in subsidiary company, Madison Park Properties 40 (Pty) Ltd, and the Brakpan development which was sold during the period.

 

The loan was unsecured and carried no fixed terms of repayment. The fair value of this loan approximated its carrying value.

 

17            Trade and other payables

 


31 December 2016

30 June 2016


£'000

£'000

Trade payables

-

39

Management fees payable

17

-

Performance fees payable

89

37

Other payables

95

197

Trade and other payables

201

273

 

The fair value of trade and other payables approximates their carrying value.

 

18            Contingent liabilities and commitments

 

As at 31 December 2016 the Group had no contingent liabilities or commitments.

 

19            Related party transactions

 

Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence over the other party in making financial or operational decisions. Key management is made up of the Board of Directors who are therefore considered to be related parties. Fees in relation to the Directors are disclosed in note 6.

 

The investment manager, Bridgehead Real Estate Fund (Pty) Ltd, is a company managed by Craig McMurray, an Executive Director of the Company. Fees in relation to Bridgehead are disclosed in note 5 and fees in relation to the Executive Directors are disclosed in note 6.

 

The principal subsidiary undertakings within the Group as at 31 December 2016 are:-

 


Development property

Country of incorporation

Percentage of shares held *

Crimson King Properties 378 (Pty) Limited

Gosforth Park

South Africa

100%

Business Venture Investments No 1187 (Pty) Limited

Inactive

South Africa

100%

*   this also represents the percentage of ordinary share capital and voting rights held - 2016

 

20            Profit on disposal of subsidiary

 

During the period the Group disposed of its holding in and intercompany loan with its principal South African subsidiary, SAPSPV Holdings RSA (Pty) Limited, along with all of its subsidiaries (except for two detailed in note 19) for total consideration of ZAR 60,000,000 (£3,554,566). This resulted in a net gain on disposal of £2,161,755 as follows:

 


     £'000

Inventory (note 9)

3,716

Trade and other receivables

57

Cash and cash equivalents

212

Trade and other payables

(116)

Intercompany loan

(20,024)

Loans from third parties (note 16)

(1,492)

Total identifiable net liabilities

(17,647)

Non-controlling interest

1,212

Intercompany loan

20,024

Total interest

3,589

Consideration*

(3,555)

Loss on disposal

34

Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit and loss

(2,196)

Net gain on disposal

(2,162)

* ZAR 25 million (£1.49 million) has been received, with the remaining ZAR 35 million (£2.07 million), secured by bank guarantees and due in June 2017 (note 10).

 

Although transfer of title does not take place until 1 July 2017, the Company has recognised the disposal of these entities in the period due to the loss of effective control.

 

At time of transfer of title the Company is also entitled to the cash in excess of ZAR 30,000 (£1,777). This additional recovery cannot be determined until 30 June 2017.

 

21            Post balance sheet events

 

A distribution of 7.25 pence per Ordinary Share was paid to shareholders on 27 January 2017, representing a total distribution of £4,516,229.

 

The payment of ZAR 11 million (£0.70 million) in relation to the sale of the Company's principal South African subsidiary, which holds the Brakpan asset, and which was due on 28 February 2017, has been delayed pending resolution of certain legal matters.

 

 

 

 

 

 


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