Conygar Investment Company moving forward with ongoing and planned development programmes

Conygar Investment Company plc (LON:CIC) has announced its preliminary results for the year ended 30 September 2020.

·    Net asset value per share 165.8p.

·    Total cash deposits of £32.1 million (60.0p per share).

·    No debt and no borrowings.

·    Construction completed of both the Lidl store and Burger King restaurant and drive through at Cross Hands, Carmarthenshire.

·    Outline planning consent granted, with the signing of the section 106 agreement, for our 40 acre mixed-use scheme at the Island Quarter in Nottingham city centre.

·    Resolution to grant detailed planning permission passed for the first phase of the Island Quarter development, incorporating a 20,000 square foot waterfront pavilion.

·    Write down of land at Holyhead, Anglesey by £5.0 million, following the withdrawal of the proposed nuclear development at Wylfa.

·    £1.7 million reduction in the value of Cross Hands, Carmarthenshire as a result of COVID-19.

·    Bought back 2.93 million shares (5.2% of ordinary share capital) at an average price of 135.3p per share.

Group net assets summary as at 30 September 2020

£’mPer share
p
Properties56.2104.9
Cash32.160.0
Other0.50.9
Net assets88.8165.8

Robert Ware, Chief Executive, commented:

“The outlook is highly uncertain. We expect the impact of COVID-19 to significantly affect the progression of and carrying values for our investment and development properties over the coming year. While there remains considerable uncertainty as to how the pandemic will play out, compounded by the impact of a fast approaching Brexit, and pressures on market rents from business closures and rising unemployment, it is extremely difficult confidently to predict the future.”

Chairman’s & chief executive’s statement

Results summary

We present the Group’s results for the year ended 30 September 2020.

The impact of COVID-19 and social distancing restrictions have been far reaching and have brought about unprecedented challenges to both the UK and global economies. Whilst progress on a number of our projects has been impacted, we have continued to move forward with our ongoing and planned development programme.

Our approach to COVID-19 has been to support our staff, tenants and the communities in which we operate, wherever it is possible and reasonable to do so. Such steps have included offering revised rental payment terms to those tenants impacted by the pandemic, supporting the community of Nottingham by setting up a COVID-19 testing centre on part of our site, and ensuring the wellbeing of our staff by enabling them to work remotely.

Net asset value per share was 165.8p (2019: 178.2p) and the loss before tax for the year was £8.2 million (2019: loss of £13.9 million). The main reasons for the loss were the re-evaluation of our projects in Anglesey at Holyhead Waterfront and our industrial land at Rhosgoch, in addition to a reduction in the valuation of our retail park at Cross Hands, Carmarthenshire.

The impact of Hitachi announcing their withdrawal from the proposed nuclear development at Wylfa, a lack of alternative investors, the impact of COVID-19 on Wales and the response of the Wales Assembly Government plus the undoubted pending recession has meant that we have reassessed the carrying values of Holyhead Waterfront and Rhosgoch, leading to write downs of £5.0 million and £0.5 million respectively. We believe that Wylfa will not happen without significant UK government support, both financial and political, for a credible nuclear operator. In addition, the valuation of our retail park at Cross Hands, Carmarthenshire has fallen in the year from £18.3 million to £16.5 million.

The retail market has been under severe pressure during the year not only as a result of COVID-19 but also from structural shifts in shopping behaviour, political and economic uncertainty, and business rates. Whilst a number of the Cross Hands tenants were able to continue to trade throughout the initial lockdown period and all non-essential shops were allowed to re-open in June, footfall continues to be low. However, in contrast to retail high streets, out of town retail parks have shown signs of resilience throughout the pandemic, particularly in the non-fashion sectors.

At Cross Hands we have collected 81% of the rents due for the current quarter which increases to 86% for the Group as a whole. Of the remainder, 5% have moved to monthly payments, which are expected to be received in full by the end of the year, and 9% have been provided for in these financial statements where, as a result of COVID-19, Peacocks Stores Limited have not paid their rent since March 2020.

Despite the economic and political volatility during the year, the Group has made good progress on the rest of the portfolio and we shall briefly outline the highlights here.

At the Island Quarter, Nottingham, the outline planning permission was granted in the year with the signing of the section 106 agreement. This was followed in September 2020 with the passing of a resolution to grant permission for the first phase of the 40 acre mixed use development to include a 20,000 square foot waterfront pavilion featuring restaurants, events space and a rooftop terrace. The plans also feature provision for a bandstand and an area of new public realm. Given the current COVID-19 situation there is material uncertainty as to the value which would be created by undertaking this phase of the development. However, it will help to enable the development of the remainder of the site. We have also made good progress with the design of subsequent phases of the development and hope to submit further applications over the coming year.

At Haverfordwest in Pembrokeshire, discussions are ongoing for our plan to build the first phase of 115 houses for which reserved matters consent was granted in September 2019. We have also completed the section 38 and section 104 agreements that will enable us to start on site in due course with the construction of the spine road planned to commence in December 2020.

In April 2019, we exchanged a conditional contract to sell our industrial property in Selly Oak, Birmingham, on a subject to planning permission basis, to a specialist provider of student accommodation who subsequently submitted an application in January 2020. Additional information and an amended planning application have been submitted and we expect a determination of the application in the next few months.

During the year we completed the 23,000 square foot Lidl food store at Cross Hands, Carmarthenshire which opened for trading in January 2020. We also completed construction of a 2,750 square foot Burger King restaurant and drive through in October 2020, let 1,300 square feet to Card Factory and are under offer for a further 3,400 square feet to a gym operator. This is a very pleasing result given the current volatility in the retail sector and reflects the quality of the park where 90,000 square feet out of a total of 100,000 square feet are now let or under offer, producing a rent roll of £1.15 million.                     

At the Holyhead Waterfront scheme in Anglesey, we continue to work on the detailed design and reserved matters application in tandem with the marine consenting process. We expect to submit both applications in addition to a harbour revision order in early 2021.

Dividend

The Board recommends that no dividend is declared in respect of the year ended 30 September 2020. More information on the Group’s dividend policy can be found within the strategic report.

Share buy back

During the year, the Group acquired 2,930,845 ordinary shares, representing 5.2% of its ordinary share capital, at a cost of £3.96 million which equates to an average price of 135.3p per share. As a result of the buy backs, net asset value per share has been enhanced by 2.3p per share. The Group will seek to renew the buy back authority of 14.99% of the issued share capital of the Company at the forthcoming AGM. We consider the buy back authority to be a useful capital management tool and will continue to use it when we believe the stock market value differs too widely from our view of the intrinsic value of the Company.

Board changes

Michael Wigley and Ross McCaskill both stepped down from the Board during the year and we thank them for their considerable contributions to the success of the Group. We were also delighted to announce the appointment of Bim Sandhu as Non-Executive Director in March 2020.

Outlook

The outlook is highly uncertain. We expect the impact of COVID-19 to significantly affect the progression of and carrying values for our investment and development properties over the coming year. While there remains considerable uncertainty as to how the pandemic will play out, compounded by the impact of a fast approaching Brexit, and pressures on market rents from business closures and rising unemployment, it is extremely difficult confidently to predict the future.

However, since the summer there have been some encouraging signs of activity and the nature of the property market is such that, irrespective of the number of lockdowns the country is subject to, it will not remain quiet for long. Our strong balance sheet, with cash deposits in excess of £32 million and no debt, should allow us to pursue opportunities when they arise whilst also further advancing our investment and development portfolio. We will, though, need to raise substantial amounts either as debt, or through joint ventures or asset sales in order to develop the Island Quarter site in Nottingham. This is a major development and is central to the Company’s future.

On behalf of the Board, we would like to thank the entire Conygar family of shareholders, advisers and team for their resilience, focus and commitment during such testing times.

N J Hamway                                                                         R T E Ware

Chairman                                                                               Chief Executive

Strategic report

The Group’s strategic report provides a review of the business for the financial year, discusses the Group’s financial position at the year end and explains the principal risks and uncertainties facing the business and how we manage those risks. We also outline the Group’s strategy and business model.

Strategy and business model

The Conygar Investment Company PLC (“Conygar”) is an AIM quoted property investment and development group dealing primarily in UK property. Our aim is to invest in property assets and companies where we can add significant value using our property management, development and transaction structuring skills.

The business operates three major strands, being property investment, property development and investment in companies which trade or invest in property or hold substantial property assets. We continue to focus upon positive cash flow and are prepared to use modest levels of gearing to enhance returns. Assets are recycled to release capital as opportunities present themselves and we will continue to buy back shares where appropriate. The Group is content to hold cash and adopt a patient strategy unless there is a compelling reason to invest.

Position of the Group at the year end

The Group net assets as at 30 September 2020 may be summarised as follows:

£’mPer share
p
Properties56.2104.9
Cash32.160.0
Other0.50.9
Net assets88.8165.8

In spite of the impact from COVID-19, good progress has been made on our investment properties and development projects since we last reported, the details of which are set out below. The Group’s balance sheet remains both liquid and robust with cash deposits at 30 September 2020 of £32.1 million and no borrowings. However, the size of the Island Quarter development in Nottingham will require us to seek either debt funding, joint venture partners or to sell assets to take best advantage of the opportunities presented by this development.

Key performance indicators

The key measures considered when monitoring progress towards the Board’s objective of providing attractive shareholder returns include the headway made during the year on its development and investment property portfolio, the movements in net asset value per share and levels of uncommitted cash, each of which are considered below.

Investment properties and development projects

Nottingham, Nottinghamshire

The Group acquired the 40 acre Island Quarter site in Nottingham city centre in December 2016 for £13.5 million. The Island Quarter is an exciting mixed-use development comprising new homes, grade A office space, creative market, a lifestyle hotel, retail units, student accommodation and a linear park. The signing of the section 106 agreement and subsequent resolution by Nottingham City Council to grant permission for Phase 1 (Canal Turn) enables us cautiously to commence the development, with work scheduled to start on site in November 2020. Phase 1 will include a 20,000 square foot pavilion, for restaurant and events space, as well as a new and substantial public realm to open up the canal basin area and form a focal point for the project. It is important to start this development now, even in the current environment, because it is an essential ‘pump primer’ for the rest of the site; necessary to achieve the longer term benefits for the project.

Cross Hands, Carmarthenshire

The retail park at Cross Hands is one of few speculative retail developments to be undertaken in South Wales in the last few years, successfully attracting leading brands including Lidl, B&M Retail, Costa Coffee, Iceland Foods, Dominos Pizza and Pets At Home. The completion in the year of the developments for and lettings to Lidl, Burger King and Card Factory demonstrate the strength of the location with 90,000 square feet of the park now let or under offer and one final unit now available. 

Holyhead Waterfront, Anglesey

We continue to work on the detailed design and reserved matters application and hope to submit the reserved matters and marine consent applications in early 2021. However, as reported in the chairman’s and chief executive’s report, the Directors have reassessed this project and have written down the carrying value of the property at 30 September 2020 by £5.0 million.

Parc Cybi business park and Rhosgoch, Anglesey

Following the decision by Horizon Nuclear Power to terminate their option for our 203 acre site in Rhosgoch, and the subsequent announcement by Hitachi in September 2020 of its withdrawal from the Wylfa nuclear power project, we are now considering alternative uses for the site. It is possible that the potential use will be in the renewables sector and we are in early stage discussions with various operators in this regard. As a result of this change in use, we have written down the carrying value at 30 September 2020 by £0.5 million.

Selly Oak, Birmingham

Selly Oak comprises two industrial units let to University Hospitals Birmingham NHS Foundation Trust and Revolution Gymnastics Limited, currently generating income of £0.2 million per annum.

Following the exchange of a conditional contract in 2019 to sell the property, on a subject to planning basis, to a specialist provider of student accommodation, the purchaser submitted a planning application at the start of the year. Alterations and an amended planning application were requested by the local authority and accordingly we hope the application will be determined favourably in the coming months.

Haverfordwest, Pembrokeshire

At Haverfordwest, where we have outline consent for 729 residential units and reserved matters consent for the first phase comprising 115 residential units, we completed the section 38 and section 104 agreements in September 2020 which should enable us to start on site later in the year. Construction of the spine road is planned to commence in December 2020.

Ashby-de-la-Zouch, Leicestershire

As previously reported, in October 2019 we completed the forward sale of the 27,500 square foot food store and garden centre let to B&M Retail Limited realising a further £0.2 million profit in the year.

King’s Lynn, Norfolk

This is a six acre residential development site near to King’s Lynn. The Group has been in discussions at various times to sell this land but regrettably none of the purchasers were able to complete; some even after exchange of contract. This demonstrates the difficult nature of the current environment. Given the planning permission has now lapsed, the Board has taken the decision to write down the carrying value of the site to £0.53 million at 30 September 2020.

Summary of investment properties

20202019
£’m£’m
Nottingham – at cost (1)19.80
Cross Hands – at valuation16.5018.30
Ashby-de-la-Zouch (2)3.13
Total36.3021.43

(1)  The Group’s investment in Nottingham was transferred to investment properties under construction during the year.

(2)  The sale of Ashby-de-la-Zouch completed in October 2019.

Summary of development projects

We remain confident that there is significant upside in these projects but this will only become evident over the medium term.  

20202019
£’m£’m
Nottingham (1)15.52
Haverfordwest7.787.33
Holyhead Waterfront (2)5.009.23
Selly Oak3.573.57
Rhosgoch (2)2.503.00
King’s Lynn (3)0.530.78
Parc Cybi0.500.50
Fishguard lorry stop0.070.07
Total19.9540.00

(1)  As set out above, the Group’s investment in Nottingham has been transferred to an investment property under construction.

(2)  As set out in the chairman’s and chief executive’s report, the carrying values of Holyhead Waterfront and Rhosgoch have been written down in the year by £5.0 million and £0.5 million respectively.

(3)  As set out in the strategic report, the carrying value for King’s Lynn has been written down in the year by £0.2m.

Financial review

Net asset value

The net asset value at 30 September 2020 was £88.8 million (2019: £100.7 million). The primary movements in the year were £1.7 million of net rental income plus £0.2 million from completion of the sale of our investment property at Ashby-de-la Zouch offset by £5.6 million of development costs written off, a £1.7 million reduction in the valuation of Cross Hands, £2.6 million of administrative costs and £4.0 million spent purchasing our own shares.

Cash flow and financing

At 30 September 2020, the Group had cash of £32.1 million and no debt (2019: cash of £39.9 million and no debt).

During the year, the Group used £6.3 million cash in operating activities (2019: used £2.0 million).

The primary cash outflows in the year were £4.0 million to buy back shares and capital costs of £6.3 million including development costs for the Burger King restaurant and drive through at Cross Hands, planning and professional fees to progress the early phase developments at Nottingham, costs to complete the B&M store in Ashby-de-la-Zouch and professional and statutory fees to advance the proposed developments at Haverfordwest and Holyhead Waterfront.

The cash outflows were partly offset by cash proceeds of £3.7 million from the completion of the forward sale of the B&M store at Ashby-de-la-Zouch, resulting in a net cash outflow in the year of £7.8 million (2019: cash outflow of £9.4 million).

Net income from property activities

20202019
£’m£’m
Rental and other income1.71.8
Direct property costs(0.2)(0.2)
1.51.6
Sale of investment property3.75.5
Cost of investment property sold(3.5)(5.5)
Total net income arising from property activities1.71.6

Administrative expenses

The administrative expenses for the year ended 30 September 2020 were £2.6 million (2019: £2.6 million), The major items were salary costs of £1.9 million (2019: £1.6 million), including an ex gratia payment of £0.3 million to R H McCaskill who stepped down in the year, and various costs arising as a result of the Group being listed on AIM.

Taxation

Current tax is payable, at a rate of 19% for UK registered companies and 20% for those registered in Jersey, on net rental income after deduction of finance costs and administrative expenses. The tax credit for the year of £0.2 million arose from an overprovision in the prior year.

Capital management

Capital risk management

The Board’s primary objective when managing capital is to preserve the Group’s ability to continue as a going concern, in order to safeguard its equity and provide returns for shareholders and benefits for other stakeholders whilst maintaining an optimal capital structure to reduce the cost of capital.

The Group does not currently have any borrowings, but may utilise borrowing in the future to fund development projects. When doing so the Group will seek to ensure that it can stay within agreed covenants with its lenders.

Treasury policies

The objective of the Group’s treasury policies is to manage the Group’s financial risk, secure cost effective funding for the Group’s operations and to minimise the adverse effects of fluctuations in the financial markets on the value of the Group’s financial assets and liabilities, reported profitability and cash flows.

The Group finances its activities with a combination of cash and short term deposits. Other financial assets and liabilities, such as trade receivables and trade payables, arise directly from the Group’s operations. The Group may also finance its activities with bank loans and enter into derivative transactions to manage the interest rate risk arising from its operations and sources of finance. Throughout the year, and as at the balance sheet date, no group undertakings were party to any bank loans or derivative instruments.

The management of cash is monitored weekly with summary cash statements produced on a monthly basis and discussed regularly in management and board meetings. The approach is to provide sufficient liquidity to meet the requirements of the business in terms of funding developments and potential acquisitions. Surplus funds are invested with a broad range of institutions. At any point in time, at least half of the Group’s cash is held on instant access or short term deposit of less than 30 days.

Dividend policy

The Board recommends that no dividend is paid in respect of the year ended 30 September 2020 (2019: £nil).

Our dividend policy is consistent with the overall strategy of the business: namely to invest in property assets and companies where we can add significant value using our property management, development and transaction structuring skills.

In previous years we have used the surplus cash flow from the investment property portfolio to enhance these properties by refurbishment, re-letting and extending tenancies, fund the operations of the business, create a medium term pipeline of development opportunities, pay a modest dividend and buy back shares where appropriate.

The Board will continue to review the dividend policy each year. Our focus is, and will primarily continue to be, growth in net asset value per share.

Share buy backs

During the year, the Group acquired 2,930,845 ordinary shares at an average price of 135.3p, costing £4.0 million, which represented 5.2% of its ordinary share capital. As a result of the share buy backs, the net asset value per share has been enhanced by approximately 2.3p per share. The Group will seek to renew the buy back authority of 14.99% of the issued share capital of the Company at the forthcoming AGM. We consider it to be a vital capital management tool and believe it is prudent to have maximum flexibility given the level of uncertainty we see in the wider economy.

Principal risks and uncertainties

Managing risk is an integral element of the Group’s management activities and a considerable amount of time is spent assessing and managing risks to the business. Responsibility for risk management rests with the Board, with external advisers used where necessary.

Strategic risks

Strategic risks are risks arising from an inappropriate strategy or through flawed execution of a strategy. By definition, strategic risks tend to be longer term than most other risks and, as has been amply demonstrated in the last few years, the economic and wider environment can alter quickly and significantly. Strategic risks identified include global or national events, regulatory and legal changes, market or sector changes and key staff retention.

The Board devotes a considerable amount of time and resource to continually monitoring and discussing the environment in which we operate and the potential impacts upon the Group. We are confident we have sufficiently high calibre Directors and managers to manage strategic risks.

We are content that the Group has the right approach toward strategy and our strong balance sheet is good evidence of that.

Operational risks

Operational risks are essentially those risks that might arise from inadequate internal systems, processes, resources or incorrect decision making. Clearly, it is not possible to eliminate operational risk, however a considerable amount of time and resource is applied towards ensuring we have the right calibre of staff and external support to minimise such risks, as most operational risks arise from people-related issues. Our Executive Directors are very closely involved in the day-to-day running of the business to ensure sound management judgement is applied.

Market risks

Market risks primarily arise from the possibility that the Group is exposed to fluctuations in the values of, or income from, its cash deposits, investment properties and development projects. This is a key risk to the principal activities of the Group and the exposures are continuously monitored through timely financial and management reporting and analysis of available market intelligence.

Where necessary, management takes appropriate action to mitigate any adverse impact arising from identified risks and market risks continue to be monitored closely.

The full repercussions of the unprecedented disruption from the COVID-19 pandemic remain uncertain. It is undeniable that social distancing restrictions and multiple lockdowns continue to impact on the extent of business closures and tenant defaults which in turn have a negative impact on the Group’s cash flows, property values and ability to progress its development programme. Continuing low interest rates make our liquidity position a drag on income. However, the Group has income derived from a range of assets and investments providing a diversity of income, is not party to any debt facilities and the management team have adapted to the ongoing restrictions to advance the development portfolio.

Estimation and judgement risks

To be able to prepare accounts according to generally accepted accounting principles, management must make estimates and assumptions that affect the asset and liability items and revenue and expense amounts recorded in the accounts. These estimates are based on historical experience and various other assumptions that management and the Board believe are reasonable under the circumstances. The results of these considerations form the basis for making judgements about the carrying value of assets and liabilities that are not readily available from other sources.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the following:

Investment properties

The fair values of investment properties are based upon open market value and calculated, where applicable, using a third party valuation provided by an external valuer. Note 11 includes a statement from the external valuer setting out how COVID-19 has impacted on their valuation assumptions at 30 September 2020. Where it is not possible to reliably measure fair value, cost is used instead.

Development properties

The net realisable value of properties held for development requires an assessment of fair value of the underlying assets using property appraisal techniques and other valuation methods. Such estimates are inherently subjective and actual values can only be determined in a sales transaction. Where it is not possible to reliably measure fair value, cost is used instead.

Investment properties under construction

The fair value of investment properties under construction rests in planned developments, and is difficult to estimate before the completion of their construction, particularly in the current highly uncertain environment, and hence has been stated at cost.

Financial assets

The interest rate profile of the Group’s cash at the balance sheet date was as follows:

30 Sep 2030 Sep 19
£’000£’000
Fixed rate term deposit*10,009
Floating rate22,11739,911
32,12639,911

* Term deposit expiring on 30 December 2020.

Fixed and floating rate financial assets comprise cash and short term deposits held with banks whose credit ratings are acceptable to the Board.

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. The Group’s principal financial assets include its financial interest in property assets, cash deposits and trade and other receivables. The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained.

In the event of default by an occupational tenant, the Group will suffer a rental shortfall and incur additional costs. The Directors continually monitor tenant arrears in order to anticipate, and minimise the impact of, defaults by occupational tenants and if necessary will apply rigorous credit control procedures to facilitate the recovery of trade receivables.

Under IFRS 9, the Group is required to provide for any expected credit losses arising from trade receivables. For all assured shorthold tenancies, credit checks are performed prior to acceptance of the tenant. Regulated tenants are incentivised through the benefit of their tenancy agreement to avoid default on their rent and a rent deposit is held in respect of one lease. Taking these factors into account, the risk to the Group of individual tenant default and the credit risk of trade receivables are considered low, albeit the risk has increased as a result of the impact of COVID-19, as is borne out by the level of trade receivables written off in this year and in prior years.

As a result of the impact of COVID-19, the Directors have provided for rental and other arrears due from Peacocks Stores Limited amounting to £49,000 at 30 September 2020 and which remain outstanding at the date of signing these financial statements. A further £49,000 of accrued rent, in connection with a rent spreading adjustment for the income receivable from Peacocks Stores Limited, has also been written back at the balance sheet date. The impaired receivables are based on a review of expected credit losses. Impaired receivables and receivables not considered to be impaired are not material to the financial statements and, therefore, no further analysis is provided.

The credit risk on cash deposits is managed through the Company’s policies of monitoring counterparty exposure and the use of counterparties of good financial standing. At 30 September 2020, the credit exposure from cash held with banks was £32.1 million which represents 36.2% of the Group’s net assets. As at 30 September 2020, the Group had a single balance of £53,000 (2019: £54,000) where the counter-party had failed to honour a notice deposit and a full impairment provision has been recorded against the balance. All cash deposits are placed with banks whose credit ratings are acceptable to the Board with £10 million held on a fixed rate term deposit which expires on 30 December 2020 and £22.1 million on instant access accounts. Should the credit quality or the financial position of the banks currently utilised significantly deteriorate, cash deposits would be moved to another bank.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group seeks to manage its liquidity risk by ensuring that sufficient cash is available to meet its foreseeable needs. The Group has cash deposits at the balance sheet date of over £32 million. However, we will need to raise substantial amounts either as debt, or through joint ventures or asset sales in order to develop the Island Quarter site in Nottingham.

Section 172 statement

Directors’ duty to promote the success of the Company under Section 172 Companies Act 2006

This is a new reporting requirement for public companies for accounting periods commencing after 1 January 2019. Further details are included in the report and accounts for the year ended 30 September 2020.

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