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MIX - Telimatrix Limited - Audited consolidated financial information and

Release Date: 23/06/2008 08:00
Code(s): MIX
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MIX - Telimatrix Limited - Audited consolidated financial information and unaudited illustrative pro forma financial information of Telimatrix for the year ended 31 March 2008 TELIMATRIX LIMITED (Incorporated in the Republic of South Africa) (Registration number 1995/013858/06) JSE code: MIX ISIN: ZAE000104683 ("TeliMatrix" or "the company" or "the Group") AUDITED CONSOLIDATED FINANCIAL INFORMATION AND UNAUDITED ILLUSTRATIVE PRO FORMA FINANCIAL INFORMATION OF TELIMATRIX FOR THE YEAR ENDED 31 MARCH 2008 HIGHLIGHTS Pro forma results Adjusted HEPS up 33,7% to 12,7 cents per share `Maiden` dividend declared Revenue of R688 million R348 million annuity based R295 million in foreign currency Operating margin increased to 23,3% Cash from operations at 93% of EBITDA 180 000 subscribers A WORD FROM THE CEO, STEFAN JOSELOWITZ ("JOSS") This publication represents the maiden annual results for TeliMatrix as a listed entity. When we started this business (initially as Matrix Vehicle Tracking) some 13 years ago, we were confident that it would grow into an operation of substance, but never imagined that today the Group would be a truly global service provider operating in more than 75 countries worldwide. As many of our valued investors are aware, we concluded the acquisition of the OmniBridge SA and Datatrak UK businesses in October last year and merged them with our Matrix operation under the TeliMatrix banner. Barely one month later, we listed the enlarged group on the main board of the JSE with the primary purpose being to facilitate the acquisition. With hindsight, I can now confess to some initial trepidation in the enormity of the task that faced our team back then - through both bedding down a major acquisition and managing a complex listing process. I am delighted to report that your management team rose to the challenge and we achieved every one of the major objectives that we set ourselves going into this process. These objectives included: Bedding down the acquisition; Streamlining our structure; Instilling a common focus across the Group; Achieving a `big win`; and Delivering a `solid` set of numbers. We remain optimistic about the growth prospects of our businesses moving forward. Like most businesses we are vulnerable to the interest-rate cycle and the depressed state of the vehicle sales market in South Africa is likely to dampen growth in our local Matrix business. This is counterbalanced by the bullish demand for more effective fleet management solutions in all the territories in which we operate with the two main drivers for growth in this area being rising fuel-costs and global health-and-safety considerations. Our order pipeline is filling up nicely and we recently announced the award of a R250 million (five year) debis contract. All-in-all, we believe that your management team is equipped to deal with the challenges that the businesses are faced with and we believe we are capable of delivering another year of impressive growth. Dividend Pro forma numbers aside, TeliMatrix as a listed Group has been operating for only six months. Despite our pre listing statement that we would not consider a dividend in the short term, your board has elected to declare a `maiden` dividend of 1,5 cents per share. This is a reflection of our confidence in the sustainability of the TeliMatrix business model. A WORD FROM THE CHAIRMAN, RICHARD BRUYNS I would like to take this opportunity to thank all our people for a job well done, it has been a stressful few months, but we have achieved an immense amount. To every member of staff, I say thank you from me, Joss, our board, and the shareholders - we hope we continue to meet your work expectations into the future. To our executive directors, we must also pay tribute to their efforts as they have settled the company and set course for the future with amazing speed and commitment. To our non-executive directors, thank you for your time and contribution to our deliberations. Your counsel, as always, is wise and succinct. BUSINESS OVERVIEW TeliMatrix is focused on all levels of vehicle telematics, combining vehicle tracking, driver/passenger safety and recovery services with a complete range of fleet management products and services. Matrix (MD - Riette Botha) Matrix is the largest GSM tracking service in South Africa. In keeping with our vision, Matrix this year also took the first step in globalising the vehicle tracking and recovery business by appointing distribution partners in both Nigeria and Pakistan. Both countries will contribute to the Matrix annuity base. Matrix`s core activity is vehicle recovery and the business operates a network of dedicated air and ground response teams throughout South Africa. OmniBridge SA (MD - Charles Tasker) OmniBridge specialise in the design, development and sale of fleet management products and services for the commercial vehicle market globally, we own the intellectual property for our comprehensive range of vehicle and driver management products, currently marketed as the VDO Fleet Manager range. These products and services include a full suite of functionality that forms the basis of a wide range of fleet solutions, primarily targeted at driver safety, productivity and risk management. The OmniBridge products are sold globally in 75 countries. Datatrak UK (MD - Terry Buzer) Born out of the acquisition of the Siemens fleet management business in 2007, Datatrak UK forms the hub of the group`s sales distribution into Europe and the Middle East with offices in the UK and Germany. This business includes a `track and trace` operation via our proprietary network that covers the bulk of the UK. We are at an advanced stage of preparation for the launch of our Matrix products into the UK. PRO FORMA INCOME STATEMENT The unaudited pro forma Income Statement below has been compiled for illustrative purposes only using the audited, or reviewed, underlying financial information of the respective entities. By its nature, this information may not fairly reflect the financial results of the Group after the acquisitions of OmniBridge SA and Datatrak UK. The pro forma Income Statement is the responsibility of the directors of TeliMatrix. An unqualified reporting accountant`s report was issued on the pro forma Income Statement of the Group for the year ended 31 March 2008, as set out hereafter. Financial OmniBridge SA Year to & Datatrak UK Consolidation 31 March 2008 first 6 months adjustments
(R`000) Note 1 Note 2 Note 3 Revenue 504 490 183 057 - Cost of sales (199 528) (58 727) - Gross profit 304 962 124 330 - Other operating income 8 229 2 830 - Other operating expenses (189 724) (90 386) - Earnings before interest, 123 467 36 774 - taxation, depreciation and amortisation ("EBITDA") Depreciation and amortisation (14 358) (5 712) - Amortisation arising from (11 217) (5 022) (5 700) purchase price allocations Operating profit before 97 892 26 040 (5 700) interest and tax Finance income 1 242 472 - Finance costs (16 779) (1 186) (6 658) Profit before tax 82 355 25 326 (12 358) Taxation expense (25 250) (11 454) 3 584 Profit for the period` 57 105 13 872 (8 774) Profit on fixed assets (after (34) - - tax) Negative goodwill (after tax) - - - Headline earnings 57 071 13 872 (8 774) Amortisation arising from 7 909 3 515 4 047 purchase price allocations (after tax) Impact of tax rate reduction (1 651) - - arising from purchase price allocations One-off adjustments resulting 2 025 3 240 - from business combination Adjusted headline earnings 65 354 20 627 (4 727) (note 6) Shares in issue (000`s) - - - Earnings per share (cents) - - - Headline earnings per share - - - (cents) Adjusted headline earnings - - - per share (cents) Segmental analysis Revenue - Vehicle Tracking (Matrix) 300 877 - - - Fleet Management 203 613 183 057 - (OmniBridge SA and Datatrak (UK) Revenue 504 490 183 057 - EBITDA - Vehicle Tracking (Matrix) 83 601 - - - Fleet Management 41 413 36 774 - (OmniBridge SA and Datatrak (UK) - Unallocated (1 547) - - EBITDA 123 467 36 774 - Pro forma Pro forma Year to Year to 31 March 2008 31 March 2007
(R`000) Note 4 Note 5 Revenue 687 547 578 837 Cost of sales (258 255) (226 795) Gross profit 429 292 352 042 Other operating income 11 059 14 992 Other operating expenses (280 110) (238 430) Earnings before interest, taxation, 160 241 128 604 depreciation and amortisation ("EBITDA") Depreciation and amortisation (20 070) (14 886) Amortisation arising from purchase price (21 939)` (21 662) allocations Operating profit before interest and tax 118 232 92 056 Finance income 1 714 595 Finance costs (24 623) (22 168) Profit before tax 95 323 70 483 Taxation expense (33 120) (24 907) Profit for the period` 62 203 45 576 Profit on fixed assets (after tax) (34) (3 118) Negative goodwill (after tax) - (1 881) Headline earnings 62 169 40 577 Amortisation arising from purchase price 15 471 15 380 allocations (after tax) Impact of tax rate reduction arising from (1 651) - purchase price allocations One-off adjustments resulting from 5 265 4 835 business combination Adjusted headline earnings (note 6) 81 254 60 792 Shares in issue (000`s) 640 000 640 000 Earnings per share (cents) 9,7 7,1 Headline earnings per share (cents) 9,7 6,3 Adjusted headline earnings per share 12,7 9,5 (cents) Segmental analysis Revenue - Vehicle Tracking (Matrix) 300 877 276 602 - Fleet Management (OmniBridge SA and 386 670 302 235 Datatrak (UK) Revenue 687 547 578 837 EBITDA - Vehicle Tracking (Matrix) 83 601 66 628 - Fleet Management (OmniBridge SA and 78 187 61 976 Datatrak (UK) - Unallocated (1 547) - EBITDA 160 241 128 604 NOTES TO THE PRO FORMA INCOME STATEMENT 1. Extracted from the audited financial information of TeliMatrix for the year ended 31 March 2008; 2. Represents the aggregated results of OmniBridge SA and Datatrak UK for the 6 months ended 30 September 2007, based on the following: Reviewed results of the continuing operations of OmniBridge SA for the 6 months ended 30 September 2007; Audited results of Datatrak UK for the 4 months ended 30 September 2007 adjusted to represent 6 months. 3. Consolidation adjustments represent: Adjustment to the interest expense to reflect the debt position of the merged businesses on the date of the merger of approximately R190 million. In terms of IFRS 3: Business Combinations, a preliminary purchase price allocation exercise has been completed, resulting in the identification and valuation of intangible assets included in the acquisitions (effective date: 1 October 2007). Intangible assets have been assumed to be amortised over an average period of five years. This represents the amortisation of intangible assets arising on the acquisition of OmniBridge SA and Datatrak UK. Upon finalisation of the purchase price allocation exercise, the value attached to the intangible assets could differ from that presented in the audited financial results. 4. Reflects the pro forma results for the year ended 31 March 2008 as if the acquisitions had been effective 1 April 2007. 5. Reflects the pro forma income statement for the year ended 31 March 2007 as presented in the pre-listing statement dated 13 September 2007. 6. The adjusted headline earnings figures represent the results after adjustments to eliminate: The IFRS 3 amortisation expense (after tax and impact of change in tax rate) in respect of intangible assets with determined useful lives. Any other costs related to the OmniBridge SA and Datatrak UK transactions which are not representative of the Group going forward, amounting to R5,3 million and comprising the following: i. Write off of distribution rights previously acquired from TeliMatrix amounting to R0,5 million; and ii. Costs related to the early exercise of share options arising from the de-grouping of OmniBridge SA from the vendor`s group amounting to R0,8 million; and iii. Normalisation of the tax liability through elimination of the following: Section 45 tax liability within OmniBridge SA arising due to OmniBridge SA no longer forming part of the vendor`s group, amounting to R1,4 million; and STC tax liability in Matrix relating to the special dividend payable in terms of the merger agreement amounting to R2,6 million. AUDITED FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MARCH 2008 CONDENSED CONSOLIDATED INCOME STATEMENT Year to 9 months to 31 March 31 March (R`000) 2008 2007 Revenue 504 490 206 433 Cost of sales (204 885) (90 126) Gross profit 299 605 116 307 Other operating income 8 229 132 Other operating expenses (209 942) (68 380) Operating profit before interest and tax 97 892 48 059 Finance income 1 242 363 Finance costs (16 779) (6 502) Profit before tax 82 355 41 920 Taxation expense (25 250) (15 735) Profit for the period 57 105 26 185 Attributable to: - Equity holders 52 504 19 654 - Minority shareholders 4 601 6 531 57 105 26 185 Attributable earnings per share (cents) 11,9 8,2 Diluted attributable earnings per share (cents) 11,9 8,2 Dividend per share (cents) 6,5 11,9 CONDENSED CONSOLIDATED BALANCE SHEET 31 March 31 March
(R`000) 2008 2007 Assets Non-current assets Property, plant and equipment 52 036 12 886 Intangible assets 695 917 3 649 Available for sale investment 5 024 - Deferred income tax asset 10 337 5 030 Total non-current assets 763 314 21 565 Current assets Inventories 59 406 12 942 Inventories in client vehicles 24 000 20 412 Trade and other receivables 121 540 13 126 Current income tax asset 79 62 Cash and cash equivalents 29 590 7 732 Restricted cash 1 000 1 000 Total current assets 235 615 55 274 Total assets 998 929 76 839 Equity and liabilities Capital and reserves Share capital 13 3 Share premium 770 353 13 Accumulated losses (62 531) (99 536) Fair value and other reserves (109 817) - Total capital and reserves 598 018 (99 520) Minority interest - 17 974 Total equity 598 018 (81 546) Non-current liabilities Interest bearing borrowings 95 127 34 098 Deferred income tax liabilities 40 043 15 195 Provisions and other liabilities 19 066 - Total non-current liabilities 154 236 49 293 Current liabilities Trade and other payables 124 702 43 926 Current income tax liabilities 25 287 2 337 Bank overdraft 31 256 - Interest-bearing borrowings 56 827 62 161 Provisions and other liabilities 8 603 668 Total current liabilities 246 675 109 092 Total equity and liabilities 998 929 76 839 Net asset value per share (cents) 93,4 (34,0) Net tangible asset value per share (cents) (15,3) (35,5) CONDENSED CONSOLIDATED CASH FLOW STATEMENT Year to 9 months to 31 March 31 March
(R`000) 2008 2007 Operating activities Cash generated from operations 114 928 53 982 Interest received 1 242 363 Interest paid (16 257) (6 502) Taxation paid (13 023) (19 761) Net cash from operating activities 86 890 28 082 Investing activities (1 958) (5 703) Financing activities (97 003) (18 674) Net change in cash and cash equivalents (12 071) 3 705 Foreign currency translation differences 2 673 - Cash and cash equivalents at beginning of 7 732 4 027 the period Cash and cash equivalents at end of the (1 666) 7 732 period CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 31 March 31 March (R`000) 2008 2007 Opening balance (81 546) (79 140) Attributable net profit for the period 52 504 19 654 Minority interest 4 601 6 531 Dividends paid - paid to equity holders (15 500) (28 591) - paid to minority (5 167) - Share based payments 155 - Minority share acquisition - Shares issued 155 302 - - Minority interest acquired (17 407) - - Transaction with minority (137 895) - Shares issues on business combination, net of 615 048 - listing costs Foreign currency translation differences 27 569 - Revaluation of shareholder loan 871 - Fair value reserve on available for sale (517) - financial asset Closing balance 598 018 (81 546) NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION 1. Basis of preparation The condensed consolidated financial information ("financial information") is based on the audited financial statements of the Group for the year ended 31 March 2008 (which have been prepared in accordance with International Financial Reporting Standards ("IFRS"), and has been compiled in accordance with International Accounting Standard 34, the Listings Requirements of the JSE Limited and the South African Companies Act (1973) as amended. The principal accounting policies have been consistently applied for all periods as used in the preparation of the latest audited financial statements, with the exception of the accounting for the cash sales of tracking units. During the financial year under review, the Group deferred revenue relating to the cash sales of tracking units and the directly related costs over the contract period. The comparative periods have not been adjusted due to the financial impact being regarded as not material. 2. Subsequent events The following events have occurred post the balance sheet date: The Group has entered into an agreement to acquire 100% of the equity of Tripmaster Corporation Limited, a US company, for a nominal amount with the only condition outstanding being the formality of SA Reserve Bank approval; OmniBridge SA was awarded a five year contract to manage a large portion of the debis fleet valued at R250 million; Certain loans in Matrix were renewed on terms no less favourable than in effect at 31 March 2008, and On 1 April 2008, Matrix concluded a shareholders agreement to start up a company in Nigeria (Matrix-V Track Pvt). Matrix has a 60% shareholding in this company. 3. Comparative figures In the prior year, the company changed its year-end from 30 June to 31 March to facilitate the OmniBridge SA and Datatrak UK transactions and the subsequent listing of the company. The comparative figures shown are therefore for the 9 months ended 31 March 2007. 4. Transaction with minority Effective 1 October 2007, TeliMatrix acquired the remaining 25% of Matrix held by an outside shareholder for a consideration of R155 million which was settled by the issue of 80 million TeliMatrix shares. The Group accounted for this transaction under the economic entity model in accordance with IAS27 Consolidated and Separate Financial Statements. 5. Business combinations Effective 1 October 2007 TeliMatrix acquired 100% of the issued share capital of: OmniBridge SA and Sunstore Limited (the holding company of Datatrak UK) for a consideration of R621 million which was settled by the issue of 320 million TeliMatrix shares. The fair value of the TeliMatrix shares was calculated by an independent valuation expert and was determined using a discounted cash flow model and the following assumptions: Revenue growth rate of 14% per annum, Weighted average cost of capital of 16,2%, Tax rate of 29%, Terminal growth rate of 4% after year 5, and A debt burden of R95 million in the business at effective date. If these acquisitions had been effective from 1 April 2007, the Group`s revenue would have increased by R183 million and the profit after tax for the year would have increased by R5 million. OmniBridge SA and Datatrak UK contributed revenues of R204 million and profit after tax of R13 million to the Group for the year ended 31 March 2008. These amounts have been calculated using the Group`s accounting policies. The goodwill is attributable to the workforce and intellectual capital of the acquired businesses as well as the significant synergies expected to arise after the acquisition. Details of the net assets acquired are as follows: (R`000) Book value Fair value Property, plant and equipment 39 343 40 859 Intangible assets 90 124 147 119 Available for sale investment 4 867 4 867 Inventories - other 35 875 35 133 Inventories in client vehicles 916 916 Trade and other receivables 80 754 80 754 Cash and cash equivalents 16 383 16 383 Borrowings (23 166) (23 166) Vendor loans (102 293) (102 293) Deferred income tax liabilities (4 264) (21 017) Trade and other payables (51 414) (51 414) Income tax liabilities (8 860) (8 860) Provision and other liabilities (24 714) (24 714) Net asset value/fair value acquired 53 551 94 567 Purchase consideration 621 209 Acquisition costs 1 711 Fair value acquired (94 567) Goodwill, included in intangible assets 528 353 Provisionally allocated: - OmniBridge 438 773 - Datatrak 89 580 528 353 Total purchase consideration (622 920) Add: Settled through equity issue 621 209 Add: Cash acquired 16 383 Net cash effect of business combination 14 672 The fair value of the businesses acquired has been determined on a provisional basis. This is due to certain fair valuations of tangible assets still being finalised and an ongoing dispute between the company and the vendors of the businesses acquired. This dispute relates to the calculation of the net working capital of the businesses acquired as at 1 October 2007. The resolution of this dispute could have an impact on either the purchase consideration or fair value of assets acquired above. 6. Changes to share capital During the year under review the authorised and issued share capital of the company was altered, as follows: 38 705 capitalisation shares of 1 cent each were issued to existing shareholders; the authorised and issued share capital was subdivided in the ratio 500:1, into shares with a par value of 0,002 cent each; and the authorised share capital was increased to 1 billion shares of 0,002 cent each; and 52,5 million capitalisation shares of 0,002 cent each were issued to existing shareholders. The following share issues occurred in the year under review: 80 million shares were issued in consideration for the purchase of the remaining 25% of Matrix -refer note 4; and 320 million shares were issued in consideration for the purchase of OmniBridge SA and Sunstore Limited (the holding company of Datatrak UK) - refer note 5. 7. Segmental analysis The Group has the following primary reporting segments: Vehicle tracking (Matrix) Fleet management (OmniBridge SA and Datatrak UK) Year to 9 months to (R000) 31 March 31 March 2008 2007 Segmental analysis Revenue - Vehicle Tracking (Matrix) 300 877 206 433 - Fleet Management (OmniBridge SA and Datatrak 203 613 - UK) Revenue 504 490 206 433 Segment result - Vehicle Tracking (Matrix) 75 733 48 059 - Fleet Management (OmniBridge SA and Datatrak 23 706 - UK) - Unallocated (1 547) - Operating profit before interest and tax 97 892 48 059 8. Attributable, headline, diluted attributable and diluted headline earnings per share The calculations of attributable, headline, diluted attributable and diluted headline earnings per ordinary share is based on attributable, headline and diluted attributable and headline earnings of R52,5 million (2007: R19,7 million), and a weighted average number of shares in issue, as outlined below. Year to 9 months to 31 March 31 March 2008 2007
Total shares in issue (000`s) 640 000 240 000 Weighted average shares in issue (000`s) 440 000 240 000 Weighted average dilutive shares in issue (000`s) 440 155 240 000 9. Dividends A dividend of R15,5 million (2007: R28,6 million) was paid during the year under review. Using shares in issue of 240 million this equates to a dividend of 6,5 (2007: 11,9) cents per share. 10. Contingent liabilities 10.1 Connection incentives The Group has received connection incentives from Mobile Telephone Networks (Proprietary) Limited for connecting subscribers to their network. In the event that the subscriber contract is terminated during the two year service contract period the full amount of the connection incentive received for this subscriber contract becomes repayable. In the unlikely event that all subscriber contracts were terminated prematurely, the potential liability would amount to R77,6 million (2007: R69,7 million). No loss is expected under this arrangement. 10.2 Vehicle Security Association of South Africa (`VESA) As previously reported the Competition Commission has referred a complaint that VESA (of which Matrix was a member) had engaged in anti-competitive behaviour. This complaint will be heard by the Competition Tribunal in the next few months. The company has been advised that, due to the nature of the complaint, there should be no monetary damages in the unlikely event of an adverse finding. The company will continue to incur costs associated with defending this matter. 10.3 Net working capital dispute The Group is in dispute with the vendors of Omnibridge SA and Datatrak UK regarding the fair value of net working capital in the businesses at the effective date of acquisition. The dispute is being resolved in terms of the sale of shares agreement. Any award in the Group`s favour will have no material impact on earnings and the Group has not accounted for any of the amounts claimed in the dispute. In the event the award is not in the Group`s favour, management does not expect the impact to be material. 11. Capital commitments At year-end, capital commitments authorised but not yet contracted for amounted to R27,6 million. 12. Directors During the year, the following changes to the board of directors occurred: Gordon Frew resigned on 28 August 2007; Richard Bruyns, Terry Buzer, Richard Friedman, Afzal Patel, Howard Scott and Charles Tasker were appointed on 29 August 2007; Steven Evans was appointed on 1 February 2008, Howard Scott resigned on 28 February 2008; Tony Welton was appointed as an independent non-executive director on 8 February 2008; and Fundiswa Roji was appointed as an alternate non-executive director to Afzal Patel on 14 March 2008. 13. Independent audit The condensed consolidated financial information has been audited by our auditors, PricewaterhouseCoopers Inc., who have performed their audit in accordance with International Standards on Auditing. A copy of their unqualified audit report is available for inspection at the registered office of the company. DIVIDEND DISTRIBUTION Shareholders are advised that the directors have resolved to declare a cash dividend of 1,5 cents per share for the year ended 31 March 2008. The salient dates are as follows: Last date to trade cum dividend Friday, 1 August 2008 Trading ex dividend commences Monday, 4 August 2008 Record date Friday, 8 August 2008 Payment date Monday, 11 August 2008 Shares may not be de-materialised or re-materialised between Monday, 4 August 2008 and Friday, 8 August 2008, both dates inclusive. 23 June 2008 TELIMATRIX LIMITED Registered Office: Matrix Corner, Howick Close, Waterfall Park, Midrand. Directors: SR Bruyns (Chairman); SB Joselowitz (CEO); R Botha; TE Buzer; SPJ Evans; RA Frew; R Friedman; AR Patel; CWR Tasker; AR Welton; Ms F Roji (alternate). Company Secretary: Probity Business Services (Proprietary) Limited. Reporting Accountants: PricewaterhouseCoopers Advisory Services (Proprietary) Limited. Auditors: PricewaterhouseCoopers Inc. Sponsors: Java Capital (Proprietary) Limited Date: 23/06/2008 08:00:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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