STRATEGIC ACQUISITION OF LEADER-INVEST BY ETALON GROUP
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DISCLAIMER IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING This presentation has been prepared by Etalon independently verified. Neither Etalon nor any other and other unknown future events and circumstances Group plc (“Etalon”) in connection with the proposed Relevant Party makes any representation or which can cause results and developments to differ acquisition by Etalon of Leader-Invest JSC. By warranty, express or implied, as to, and accordingly materially from those anticipated. Nothing in this attending (whether in person or by webcast or by no reliance may be placed for any purpose presentation should be construed as a profit telephone) this presentation, or by reading the whatsoever on, the completeness, accuracy or forecast. presentation slides, you agree to the conditions set fairness of the information or opinions contained in out below. This presentation is confidential and is this presentation or any other written or oral The information and opinions expressed in this being produced solely for your information and may information made available to, or publicly available presentation are subject to change without notice not be reproduced or redistributed (in whole or in to, any interested party or its advisers. To the and Etalon expressly disclaims any obligation part) to any other person for any purpose. extent permitted by law, neither Etalon nor any (except as required by law or regulation) or other Relevant Party shall have any liability undertaking to disseminate any updates or revisions This presentation is for informational purposes only whatsoever for any errors or omissions or any loss to any forward-looking statements contained herein. and does not constitute or form part of (and shall (including in respect of direct, indirect or not be taken to constitute or form part of) any offer consequential loss or damage) howsoever arising Any information contained in this presentation on or invitation or inducement to buy or invest in any from any use of this presentation, its contents or the price at which shares or other securities in securities of Etalon, or any other entity, or a otherwise arising in connection therewith. Further, Etalon have been bought or sold in the past, or on commitment of any kind. The information set out in whilst Etalon may subsequently update the the yield on such shares or other securities, should this presentation is not intended to form the basis of information made available in this presentation, we not be relied upon as a guide to future performance. any contract and does not give rise to any legally expressly disclaim any obligation to do so. Terms defined in the announcement made by Etalon binding obligations on the part of Etalon or any of its on the date of this presentation have the same subsidiaries, affiliates or associated undertakings, or This presentation contains statements which are not meaning in this presentation. any of their respective directors, officers, partners, based on current or historical fact and which are employees, agents, representatives or legal or other forward looking in nature. These forward looking advisers (together, the “Relevant Parties”). No part statements reflect knowledge and information of this presentation, nor the fact of its distribution, is available at the date of preparation of this intended to or should form the basis of, or be relied presentation and Etalon undertakes no obligation to on in connection with, any contract or commitment update these forward looking statements. Such or investment decision whatsoever. forward looking statements are subject to known and unknown risks and uncertainties facing Etalon The information in this presentation, which does not and its subsidiary undertakings including, without purport to be comprehensive, has not been limitation, those risks described in this presentation ETALON GROUP 1
ETALON GROUP AT A GLANCE BEFORE ACQUISITION Etalon Group is one of Russia's largest development and construction corporations. The Company focuses on residential real estate for the middle class in the Moscow metropolitan area and St Petersburg. KEY FACTS >30 YEARS of experience in construction & development 58 CITIES in Russia covered by sales network 6.3 commissioned since inception 5 THS employees MLN SQM 2 MARKETS St Petersburg and Moscow metropolitan area – two capital cities with steadily growing ETLN LSE ticker GDRs listed on the London Stock Exchange since 2011 population and high concentration of middle class customers ETALON GROUP 2
ETALON GROUP SEGMENTS Low volume due small to medium size projects to limited demand ELITE located in central districts and prestigious areas of suburbs low-rise low-density housing large and medium size residential complexes BUSINESS CLASS high ceilings, floor-to-ceiling windows located in suburbs with well-developed recreational and transport infrastructure metro station within walking COMFORT CLASS distance large and medium size complexes located in suburbs and outer areas of the city UPPER ECONOMY CLASS brick-monolithic construction Low margin due LOWER-ECONOMY to low price ETALON GROUP 3
SALES PERFORMANCE SINCE IPO NEW CONTRACT SALES DEMONSTRATE IMPRESSIVE GROWTH, WITH CAGR OF 22% +30% +30% +27% +32% -12% +35% +6% +37% 68.7 50.2 47.4 40 35.1 30.2 23.7 18.3 14.1 2010 2011 2012 2013 2014 2015 2016 2017 2018 New contract sales, bln RUB ETALON GROUP 4
ACQUISITION SUMMARY TRANSACTION Acquisition of 51% in Leader-Invest JSC (“Leader-Invest”), a Russian residential real estate developer focused on the Moscow market, from Sistema PJSFC and affiliates by Etalon’s subsidiary Etalon Group of Companies AO RUB 15.2 bln consideration to be paid fully in cash by Etalon Group Acquisition to be funded using 5-year credit facility from Sberbank with 10.1%(1) interest rate LEADER-INVEST KEY 31 projects under construction or in design stage located in Moscow inside the Moscow Ring Road, including 28 small to medium size projects and 3 large-scale multi-use development projects FIGURES 1.3 million square meters of unsold NSA(2) Focus on comfort, business and premium class segments Low leverage with 0.1x net debt/EBITDA level as of 31.12.2018(3) c. 400 employees as of 31.12.2018 INTEGRATION After completing the transaction, Leader-Invest will be fully integrated into Etalon Group DEAL ADVISORS J.P. Morgan Securities plc acted as financial adviser to Etalon Group Allen & Overy is acting as a legal advisor for Etalon Group PwC is acting as a financial and tax advisor for Etalon Group (1) CBR key rate + 2.35% (2) According to Colliers International valuation report as of 01.10.2018 (3) Net debt of RUB 0.3 bln as of 31.12.18 based on management accounts; FY2017 EBITDA of RUB 2.4 bln according to Leader-Invest IFRS accounts is used ETALON GROUP 5
STRATEGIC RATIONALE CREATES A LEADING Acquisition of Leader-Invest significantly improves Etalon’s share in the most lucrative Moscow residential real estate market, making the combined entity one of the leading developers in Moscow: PLAYER IN MOSCOW – #1 by number of projects offered to the market(1) – #2 in sales(1) – #2 in volumes under construction(2) STRENGTHENING c. 48% increase in unsold NSA(3) PROJECT Replenish landbank with a diversified portfolio of early-stage and advanced-stage projects to create substantial growth opportunity PORTFOLIO No overlap with Etalon’s pre-acquisition project portfolio SIGNIFICANT Etalon Group’s vertically integrated platform will ensure efficient development of Leader-Invest projects OPERATIONAL Considerable optimisation of construction and SG&A costs by eliminating duplicate administrative and operational functions SYNERGIES Utilisation of Etalon’s sales network to unlock value of Leader-Invest projects Low one-off integration expenses thanks to limited headcount of Leader-Invest IMPROVED PROFITABILITY Improve Etalon’s margin due to higher share of projects in more profitable business and premium class segments AND STRONG FINANCIAL Significant addition to Etalon’s revenue POSITION Etalon maintains strong balance sheet with 0.85x net debt/EBITDA level(4) VALUE ENHANCING Acquisition cost per sqm of RUB 23 ths is close to low end of Etalon’s current land plot acquisition cost range of RUB 20 ths – RUB 38 ths(5) ACQUISITION Average selling price per sqm for Leader-Invest projects of RUB 240 ths(6), significantly above current range for Etalon’s projects of RUB 132 ths – RUB 200 ths(5) (1) Based on Knight Frank data as of 31.12.2018 (2) Based on Russian Unified Registrar of Residential Real Estate Developers data as of 31.12.2018 (3) Including minority interest of Sistema PJSFC of 49% ETALON GROUP 6 (4) Etalon Group net cash of RUB 2.3 bln plus Leader-Invest net debt of RUB 0.3 bln as of 31.12.18 based on management accounts less the acquisition cost funded by the credit facility; Etalon Group plus Leader-Invest FY2017 EBITDA of RUB 13.2 bln and RUB 2.4 bln, respectively, according to IFRS accounts (5) For Etalon Group projects under construction in Moscow within the Moscow Ring Road (6) Forecasted average real estate sale price for Leader-Invest projects
LEADER-INVEST AT A GLANCE ONE OF THE LEADING PROVEN BUSINESS WELL-DEVELOPED REPUTABLE DEVELOPERS IN MOSCOW MODEL FINANCIAL FUNCTION AND SHAREHOLDER TRANSPARENCY PRACTICES Leader-Invest is a leading Focus on the most in demand Leader-Invest reports IFRS Leader-Invest is a subsidiary residential real estate developer comfort and business segments financial results on semi-annual of Sistema PJSFC, whose within Moscow Ring Road basis shares and GDRs are listed Established process for selection on MOEX and the LSE since Portfolio includes 31 projects of attractive assets with excellent Portfolio valuation carried by 2005 under construction or in design transport accessibility reputable independent stage and 8 completed projects appraiser (Colliers Sistema PJSFC is a well- Development of unique, niche with total area of unsold International) recognised holding company product with a focus on modern property available for sale of with reputable investment trends Leader-Invest has publicly about 1.3 million sqm track record traded bonds since 2016 8 projects delivered over the last Prime locations in well- Well defined corporate 3 years S&P credit rating of B with a developed and attractive governance platform in line stable outlook neighbourhoods with a healthy with international standards living environment inside Sistema PJSFC to remain a Moscow Ring Road 49% minority shareholder 69 ths sqm of NSA sold in 2018 post transaction ETALON GROUP 7
LEADER-INVEST PORTFOLIO OVERVIEW WINGS NAGATINO I-LAND ZIL YUG OTHER PROJECTS TOTAL AREA 160 ths sqm 333 ths sqm 623 ths sqm 338 ths sqm UNSOLD NSA 154 ths sqm 333 ths sqm 623 ths sqm 189 ths sqm PROPERTY CLASS Business Business Business / Comfort Premium / Business / Comfort BRIEF OVERVIEW Wings is a business-class project Nagatino I-Land is a business- This large-scale urban Leader-Invest’s landbank located in the Ramenki district of class project located on the shore redevelopment project will create includes 29 other projects that Moscow, just minutes from major of the Moscow River in the a new business- and comfort- are either under construction or transport routes and within Nagatino district of Moscow near class residential district with 623 in the design stage, with a total walking distance of the major transport routes and just 5 ths sqm of NSA on a 109-hectare area of 338 ths sqm. The Michurinskiy Prospekt metro minutes from the nearest metro land plot just 6km from the company’s portfolio includes station. The project’s three station. The project will include Kremlin. Developed based on a premium-, business- and interconnected buildings of up to residential and commercial space, “smart neighbourhood” concept, comfort-class projects located 21 storeys, with a total of 1,473 as well as underground parking. the district will be equipped with in well-developed residential apartments and 160 ths sqm of Nagatino I-Land will offer electric car charging stations, areas with good social NSA, look out over a forest park residents extensive landscaped sorting facilities for recycling infrastructure inside the and the Ramenka river. This green spaces, including waste and other features that will Moscow Ring Road, all with development will offer residents pedestrian boulevards along the make ZIL Yug one of the world’s good access to public transport 3.1-metre high ceilings with large Moscow River embankment. This most modern urban districts. and main roads, as well as windows that will provide for 4-hectare development will The ZIL Yug project will house parks, shopping and excellent views and plenty of become a self-contained approximately 60 ths residents entertainment facilities. natural lighting. The private neighbourhood, with cafes and and include an exhibition centre, territory of the Wings project will restaurants, shopping and social shopping centre, schools, include recreation grounds, a infrastructure all located on the preschools, a hospital and health preschool and school as well as carefully thought-out territory. clinic. commercial and office space. CONSTRUCTION 2018 – 2023 2019 – 2025 2020 – 2028 by 2024 PERIOD ETALON GROUP 8
LEADER-INVEST ACQUISITION IS IN LINE WITH ETALON GROUP DEVELOPMENT STRATEGY LEADER-INVEST FULLY SATISFIES ALL CHARACTERISTICS SET FOR POTENTIAL M&A TARGETS BY ETALON: 1 FOCUS ON THE SAME REGIONS AND SEGMENTS 2 COMPLEMENTARY PORTFOLIO AND VALUE CHAIN 3 CONSIDERABLE OPERATING SYNERGIES DUE TO ELIMINATION OF DUPLICATE FUNCTIONS AND MONETISATION OF SALES NETWORK 4 ATTRACTIVE PROFITABILITY ACROSS PROJECT PORTFOLIO AND SIGNIFICANT RETURN ON INVESTMENTS 5 HIGH LEVEL OF TRANSPARENCY ETALON GROUP 9
TRANSACTION EFFECT ON ETALON GROUP OPERATIONS IN MOSCOW ETALON’S PROJECTS LEADER’S PROJECTS PROJECTS IN MOSCOW 11 projects 31 projects 42 projects UNDER CONSTRUCTION DESIGN STAGE COMPLETED ETALON GROUP 10
ETALON GROUP OPERATIONS IN ST PETERSBURG AND MOSCOW AFTER THE TRANSACTION 57 PROJECTS 4.0 MLN SQM UNSOLD NSA(1) 200 BLN RUB OPEN MARKET VALUE(1) 58 CITIES COVERED BY SALES NETWORK PROJECTS IN ST PETERSBURG PROJECTS IN MOSCOW UNDER CONSTRUCTION DESIGN STAGE COMPLETED ETALON BEFORE DEAL NEW PROJECTS (1) Including minority interest of Sistema PJSFC of 49% in Leader-Invest projects ETALON GROUP 11
LANDBANK DEVELOPMENT ETALON GROUP LEADER-INVEST PRO-FORMA(1) UNSOLD NSA, 1.30 4.03 MLN SQM 2.73 ETALON GROUP LEADER-INVEST ETALON GROUP BREAKDOWN BY Upper-Economy Premium Upper-Economy Premium 7% 2% 5% 1% SEGMENTS Business 15% Comfort Business Comfort Comfort Business 30% 57% 41% 64% 78% BREAKDOWN BY Completed Completed Completed 9% 1% 6% STAGE Design Design 55% Design 29% 38% Construction Construction 62% Construction 44% 56% BREAKDOWN BY Moscow region Moscow region 7% 5% REGIONS Moscow 38% Moscow Moscow 61% 100% St Petersburg St Petersburg 55% 34% (1) Including minority interest of Sistema PJSFC of 49% in Leader-Invest projects ETALON GROUP 12
STRENGTHENING MARKET POSITION IN MOSCOW #1 BY NUMBER OF PROJECTS #2 IN SALES(1) #2 IN VOLUMES UNDER OFFERED TO THE MARKET(1) CONSTRUCTION(2) 28 #1 PIK 628 PIK 3,629 PIK 25 203 #2 732 #2 23 LSR 192 LSR 700 MR Group 18 MR Group 190 Donstroi 692 Donstroi 16 Ingrad 166 MR Group 625 Capital Group 10 153 516 Ingrad 7 PSN 144 Ingrad 461 RG Development 7 Donstroi 142 MIC 408 Pioneer 6 Pioneer 134 PSN 364 Gals 6 DSK-1 118 Pioneer 339 5 Capital Group 110 Capital Group 315 50 216 (1) Based on Knight Frank data as of 31.12.2018; for sales ranking the data for residential real estate sales is used without commercial premises and parking (2) Based on Russian Unified Registrar of Residential Real Estate Developers data as of 31.12.2018 ETALON GROUP 13
MARKET POSITION IN ST PETERSBURG #3 BY NUMBER OF PROJECTS #3 IN SALES(1) #3 IN VOLUMES UNDER OFFERD TO THE MARKET(1) CONSTRUCTION(2) Setl Group 18 LSR 615 LSR 2,951 LSR 17 Setl Group 429 Setl Group 2,614 11 #3 258 #3 1,136 #3 RBI 10 Glavstroy 218 CDS 741 CDS 8 CDS 121 Dalpitersroy 601 Stroytrest 8 Glorax 97 Lider Group 381 KVS 8 KVS 70 Glavstroy 363 Lider Group 8 Akvilon 70 Megalit 356 RosStroyInvest 6 Renovation StP 66 Renovation StP 341 Polis Group 6 RBI 62 Glorax 315 (1) Based on Knight Frank data as of 31.12.2018; for sales ranking the data for residential real estate sales is used without commercial premises and parking (2) Based on Russian Unified Registrar of Residential Real Estate Developers data as of 31.12.2018 ETALON GROUP 14
BENEFITS OF INTEGRATION DESIGN AND MARKETING PROJECT GENERAL ONGOING PERMITTING AND SALES MANAGEMENT CONTRACTING AND MAINTENANCE SUBCONTRACTING CURRENT Lack of design bureau Limited in-house sales Limited expertise in Significant construction No property CHALLENGES FOR that can evaluate capacity implementing full-fledged costs related to inflation of management company LEADER-INVEST planning solutions and Large commission paid development projects and lack construction budgets and No access to customers advise on their necessity for brokers of experience with large-scale project execution due to after sale of real estate in Limited access to mixed-use projects lack of in-house general order to receive feedback regional buyers contractors and and further promote subcontractors projects WAYS ETALON Deep in-house design Best-in-class sales team About 200 fully-managed High quality general Own property CAN IMPROVE IT expertise 58 cities covered by sales residential buildings delivered contracting and management company Extensive use of BIM network Large-scale construction subcontracting services with 4.6 mln sqm of real tools at all stages of Established in-house projects ranging from offer competitive prices estate and 18.4 ths development marketing and sales factories to exhibition centres and quality with proven parking spaces under Quick approval of functions Skilled staff who ensure track-record and management documentation due to Strong brand quality, safety and timely experience executing large- reputation as a strong Advanced IT solutions delivery, while accurately scale projects and reliable player facilitate interaction with forecasting required resources customers and brokers BENEFITS FOR Potential to cut costs Lower costs for Increase quality of projects Reduce construction costs Additional income from ETALON GROUP for external architects promoting projects Shorten construction time at Leader-Invest projects property management and increase efficiency of Lower fees paid to Efficient implementation of Increase quality of company planning solutions, as brokers large-scale projects like projects Expand areas of activity well as monitoring of Accelerate pace of sales Wings, Nagatino and ZIL-Yug Utilise Etalon Group of service company by under-construction at existing projects thanks capacities and achieve entering business and projects to Etalon’s strong sales economies of scale premium segments team and additional Increase margins for Expand channels for demand from regional large-scale mixed-use promoting projects buyers projects ETALON GROUP 15
VALUE CREATION THROUGH SYNERGIES Management has conducted an analysis of potential synergies with Leader-Invest on the basis of the Group’s experience in the real estate sector and precedent transactions in the industry A preliminary analysis of potential synergies has identified the following areas: CONSTRUCTION ADMINISTRATIVE SELLING FINANCE COSTS EXPENSES EXPENSES 1. Optimisation of 1. Personnel cost 1. Utilisation of combined 1. Refinancing of materials sourcing and optimisation sales network current Leader-Invest procurement debt at Etalon’s 2. Rationalisation of shared services 2. Combined procurement of marginal financing RUB 0.7 Bln – 2. General and cost subcontractors services marketing / RUB 1.1 Bln costs optimisation advertisement services Estimated annual 3. Increased purchasing 3. Increased efficiency of savings(1) power in new land plot customer funnel acquisitions – lower acquisition costs (1) One-off integration costs in 2019 are estimated at c. RUB 0.5-0.9 bln ETALON GROUP 16
JOINT BRANDING UNDER ETALON’S ROOF More than 30-year history Leading developer in Moscow by Successful track record in Russia with number projects in portfolio 6.3 million sqm commissioned since TOP-30 brand by customer inception, without any delays recognition in Moscow TOP-3 brand by customer recognition Established product branding for in St Petersburg business class residential property TOP-10 brand by customer called “Schastye” (Happiness): recognition in Moscow #1 developer operating in Moscow and St Petersburg by customer + – Normal (3 out of 5) grade of quality recognition in Russia’s regions thanks according to Russian Unified to nationwide sales and marketing Registrar of Residential Real Estate network Developers The highest (5 out of 5) grade of One of three developers in Moscow quality according to Russian Unified market that uses the word “leader” in Registrar of Residential Real Estate its name Developers Low brand recognition in Russia’s Strong corporate brand without regions unified project branding BENEFITS: Reputation as a reliable developer with significant experience will add value to Leader-Invest projects Well-developed sales network and high brand recognition for Etalon will significantly increase sales for Leader-Invest projects Large number of projects will further strengthen Etalon’s brand recognition in Moscow Potential to use well-developed project branding standards of Leader-Invest ETALON GROUP 17
VALUE ENHANCING ACQUISITION ACQUISITION OF MORE PROFITABLE PROJECTS AT AN ATTRACTIVE PRICE: 0 30 60 … 120 150 180 210 The cost of RUB 23 ths per sqm for the acquisition of Leader-Invest is close to the lower end of Etalon Group’s current price 20 26 38 range for land acquisition of RUB 20 ths – Etalon’s land cost per sqm(1) RUB 38 ths per sqm, and 11% below Etalon Group’s average acquisition cost of RUB 26 ths per sqm 23 Leader acquisition cost per sqm(2) The average selling price of RUB 240 ths per sqm(3) for Leader-Invest projects is 132 154 200 significantly above the current range of RUB Etalon’s residential 132 ths – RUB 200 ths per sqm for Etalon price per sqm(1) Group’s projects 240 Leader’s residential price per sqm(3) land cost range, RUB ths average land cost, RUB ths price range, RUB ths average price, RUB ths (1) For Etalon Group projects under construction in Moscow within the Moscow Ring Road (2) Acquisition cost divided by Etalon’s share of unsold area in Leader-Invest project portfolio of 1.3 mln sqm (3) Forecasted average real estate sale price for Leader-Invest projects ETALON GROUP 18
ETALON MAINTAINS A STRONG BALANCE SHEET EVEN AFTER RUB 15.2 BLN ACQUISITION 15,185 0.85x 5,694 23,082 20,912 5,393 13,316 ETALON GROUP LEADER-INVEST CREDIT LINE ETALON GROUP LEADER-INVEST NET DEBT GROSS DEBT GROSS DEBT FOR ACQUISITION CASH (2) CASH (2) AS OF 31.12.18 AS OF 31.12.18 AS OF 31.12.18 AS OF 31.12.18 Total debt Cash and cash equivalents Net debt/EBITDA(1) (1) Etalon Group plus Leader-invest FY2017 EBITDA of RUB 13.2 bln and RUB 2.4 bln, respectively, according to IFRS accounts (2) Cash and cash equivalents ETALON GROUP 19
INDICATIVE INTEGRATION TIMETABLE INTEGRATION DEAL COMPLETED, CLOSING NEW STRATEGY Feb. 2019 3Q 2019 INTEGRATION Optimisation of personnel structure and elimination of duplicate functions 1. Start of sales of Leader- Establish unified management team Invest projects under the Etalon Group brand Integration of Leader-Invest projects into the Etalon sales network 2. Leader-Invest Termination of inefficient construction contracts and signing of new consolidation in financial contracts with Etalon general and sub contractors based on tender reporting procedures 3. New strategy adoption Unification of accounting and reporting systems, as well as other policies and presentation to the and standards market Identifying best practices and its implementation Formation of a unified corporate culture Prepare new development strategy ETALON GROUP 20
CONTINUE TO ADHERE TO DISCIPLINED LONG-TERM FINANCIAL POLICIES LEVERAGE Continue to maintain strong balance sheet with net debt / EBITDA below 2x DIVIDENDS Keep dividend policy unchanged with 40% - 70% payout ratio NEW In line with previously announced principles ACQUISITIONS ETALON GROUP 21
CONCLUSION 1. UNIQUE OPPORTUNITY TO ACCELERATE GROWTH IN SALES AND POSITIVE OPERATING CASH FLOW EVEN FURTHER AND TO REACH STRATEGIC GOALS AHEAD OF SCHEDULE, WHILE CONTINUING TO PAY DIVIDENDS IN LINE WITH EXISTING DIVIDEND POLICY 2. ACQUISITION OF HIGH-QUALITY PROJECT PORTFOLIO WITH EXCELLENT GEOGRAPHICAL FIT, WHILE MAINTAINING STRONG BALANCE SHEET 3. RIGHT TIME FOR TRANSACTION TO CONSOLIDATE MARKET IN KEY REGION 4. OPPORTUNITY TO CREATE VALUE THROUGH SYNERGIES AND IMPROVED PROFITABILITY ETALON GROUP 22
STRATEGIC ACQUISITION OF LEADER-INVEST BY ETALON GROUP ETALON GROUP PLC 2-4 CAPITAL CENTRE ARCH. MAKARIOU III AVENUE NICOSIA | CYPRUS TEL: +44 (0)20 8123 1328 FAX: +44 (0)20 8123 1328 EMAIL: INFO@ETALONGROUP.COM
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