Regulatory Announcement
REG-Indian Film Co (The) Interim Results
Released: 10/12/2007
Released: 10/12/2007
RNS Number:5026J
Indian Film Company Limited (The)
10 December 2007
The Indian Film Company Unaudited Interim Results: Period Ended 30 September 2007
Chairman's Statement
I am pleased to present the first interim report of The Indian Film Company Limited (the "Company") which covers the
period from inception on 4 April 2007 to 30 September 2007.
On 18 June 2007 the Group raised gross proceeds of £55 million (net proceeds of £52.8 million) through the issue of 55
million Ordinary Shares of nil par value at 100.00 pence each, with the Ordinary Shares being admitted to trading on
AIM, a market operated by the London Stock Exchange.
During the period, the Group entered into contractual arrangements for a number of film projects, with income streams
set to commence after the period end. The increase in net asset value to 96.40p as at 30 September 2007 from the
initial NAV of 95.97p, after accounting for the launch costs, was therefore a satisfactory result for the period.
The Indian Film Company seeks to invest in films where the Company retains full ownership of all Intellectual Property
Rights (IPR) relating to each film, although ownership may be shared with co-producers, directors and actors where
necessary. The broad objective of the Company is to build a film library of IPR. The Directors and the Investment
Manager believe that the Company is well placed to take advantage of film investment opportunities and to capitalise on
the growth that the Indian film industry is currently experiencing.
We are focused to make investments in Indian films and films primarily targeted at an Indian audience that will range
across genres, languages (including Hindi, regional Indian languages and English) and budgets. Investments will be
funded by way of cash. Once fully invested, we intend to hold a diversified portfolio of approximately 30 to 40 film
projects. This portfolio of films will comprise a mix of small, medium and big budget films and the size of an
individual film can range from £1 million to £7 million. However, it is likely that this will increase if film
production costs in India increase.
Our immediate strategy is to create a slate of films by acquiring worldwide distribution rights for films ready for
release. As worldwide distributors of the film, we exploit all rights associated with the film, including theatrical
release, music, home video, satellite, and others.
Our longer term strategy is to acquire, co-produce and produce films and own or share the IPR of films produced. We
have signed promising directors, established writers and are evaluating a number of scripts across genres including
comedy, romance, family, drama, period, action and thriller.
I am pleased to report that we have successfully begun to implement our strategy based on these guiding principles and
have created an aggressive slate of films.
FILM SLATE
For the period ended 30 September 2007 some of the projects comprising our film slate include:
Acquisitions:
o Jab We Met - Starring Shahid Kapoor, Kareena Kapoor, Dara Singh and Kiran Juneja, and is directed by
Imitaz Ali. A light hearted fun romantic comedy with music by Pritam produced by Shree Ashtivinayak Cinevision, this
film was The Indian Film Company's first worldwide release in October 2007.
Co - Productions:
o Bhootnath - is a Hindi children's comedy film, co-produced with BR Films and starring Amitabh Bachchan
and Juhi Chawla. The film also has a guest appearance by Shahrukh Khan. The film is directed by Vivek Sharma under the
creative supervision of Ravi Chopra.
o Little Zizou - is an English film, co-produced with Jigri Dost Productions, starring Boman Irani and
directed by Sooni Taraporevala. The film is co-presented by Mira Nair. Little Zizou will be released and promoted at
the international film festivals before it is released worldwide.
o Halla Bol - co-produced with Sunrise Pictures, it stars Ajay Devgan, Vidya Balan and Pankaj Kapoor. The
film is a political drama, and is directed by Raj Kumar Santoshi.
o Golmaal Returns - is a Hindi comedy film co-produced with Shree Ashtavinayak which is expected to star
Ajay Devgan, Arshad Warsi and Paresh Rawal, and will be directed by Rohit Shetty. It is a sequel to Golmaal - Fun
Unlimited which was released in the summer of 2006.
o Loot - starring Govinda and Suniel Shetty, and directed by Rajneesh Thakur, this film is an action
thriller, and is a co-production with Popkorn Entertainment.
Productions:
o Fruit 'N' Nut - is a comedy directed by Kunal Vijaykar, starring Cyrus Broacha, Diya Mirza and Boman
Irani. Shooting for this film began in November 2007.
o Masquerade - stars Mallika Sherawat and is directed by Kundan Shah. This film is a political satire.
o Bombay Velvette - is to be directed by Anurag Kashyap. The film is currently being scripted, following
which the cast and budget of the film will be finalised.
o Chashme Badoor - a remake of a Hindi classic released in 1980's, is to be directed by Onir.
All these films are a combination of varied content, filming styles, size, genres, star cast and eminent directors. In
addition to these films, we continue to evaluate scripts and seek content that can be acquired. These films are likely
to star Akshay Kumar, Salman Khan, Sanjay Dutt and others. We will have a full or partial ownership in the IPR of some
of these films.
We are entering into contracts and agreements with film directors, writers and actors for the films that we mount and
produce. We have signed upcoming, promising and eminent directors including Anurag Basu, Anurag Kashyap, Priyadarshan,
Rohit Shetty, and Amrit Sagar. We've also signed Onir and Kunal Vijaykar to direct our productions. We continue to add
to our talent pool so as to work with the best and most promising in the industry and make films with them.
As we did not release any films in the period under review, income comprised only of bank interest and costs were
limited to operating expenses.
OUTLOOK FOR THE NEXT HALF YEAR
The outlook for the next six months is very encouraging, with one of the strongest slates of releases from any Indian
studio. We are acquiring new films and our production timeline is being executed as planned.
Our maiden worldwide release "Jab We Met" is a romantic comedy, which was released in October 2007, starring Shahid
Kapoor and Kareena Kapoor, and directed by Imtiaz Ali. The film has a mass appeal and is a complete family entertainer.
It has met with an enormously successful response at the box office - the film's commercial performance will be
captured in the results for the six month period up to 31 March 2008.
Our next big release, "Welcome" is an action comedy releasing in late December 2007 starring Akshay Kumar, Katrina
Kaif, Anil Kapoor, Nana Patekar, Paresh Rawal, Feroz Khan and Mallika Sherawat. The film is written and directed by
Anees Bazmee.
On behalf of the Board, I would like to thank the entire team at The Indian Film Company, the Investment Manager, the
Investment Adviser, Studio18, our stakeholders and our audiences, for helping us lay the foundation for future years of
dynamic growth.
Shyam Benegal
Chairman
7 December 2007
Contact details:
Company:
Sanjeev Manchanda - +91 981 018 1199
Broker:
Oriel Securities +44 20 7710 7600 - Natalie Fortescue/Luke Webster
Elara Capital +44 20 7486 9733 - Raj Bhatt/Mary Phelan
Nominated advisor:
Grant Thornton +44 207 383 5100 - Philip Secrett/Fiona Owen
Consolidated Income Statement
for the period from 4 April 2007 to 30 September 2007 (unaudited)
Note 4 April 2007
to 30 September
2007
£'000
Revenue -
Cost of sales -
------------
Gross profit -
Expenses
Management fees 2 (303)
Audit fee (7)
Directors' fees 3 (31)
Net foreign exchange transaction losses (40)
Other expenses 4 (108)
------------
Loss before interest and tax (489)
Finance cost 5 (1)
Finance income 6 725
------------
Net profit for the period 235
------------
Earnings per Ordinary Share: basic and fully diluted 7 0.43p
------------
Consolidated Statement of Changes in Equity
for the period from 4 April 2007 to 30 September 2007 (unaudited)
Note Share Share Distributable Total
capital premium reserve
£'000 £'000 £'000 £'000
Net assets at 4 April 2007 - - - -
Issue of Ordinary Shares 13 - 55,000 - 55,000
Share issue expenses - (2,217) - (2,217)
Net gain from operations - - 235 235
------------ ------------ ------------ ------------
Net assets at 30 September 2007 - 52,783 235 53,018
------------ ------------ ------------ ------------
Consolidated Balance Sheet
as at 30 September 2007 (unaudited)
Note 30 September 2007
£'000
Non-current assets
Intangible assets 8 27,142
------------
Current assets
Trade receivables and prepayments 10 1,592
Cash and cash equivalents 44,294
------------
45,886
------------
Total assets 73,028
------------
Current liabilities
Trade payables and accruals 11 (19,334)
Unsecured loan 12 (676)
------------
Total liabilities (20,010)
------------
------------
Net assets 53,018
------------
Capital and reserves
Called-up share capital (nil par value) 13 -
Share premium account 52,783
Distributable reserve 235
------------
Total equity Shareholders' funds 53,018
------------
Net asset value per Ordinary Share: basic and fully diluted 14 96.40p
------------
Consolidated Statement of Cash Flows
for the period from 4 April 2007 to 30 September 2007 (unaudited)
Note 4 April 2007
to 30 September
2007
£'000
Operating activities
Management fees paid (303)
Other expenses paid (89)
------------
Net cash outflow from operating activities 15 (392)
Investing activities
Payments for film projects (8,889)
Loans issued (554)
Bank interest received 698
------------
Net cash outflow from investing activities (8,745)
Financing activities
Proceeds from Placing 55,000
Formation expenses paid (2,202)
Proceeds from borrowings 676
------------
Net cash inflow from financing activities 53,474
------------
Increase in cash and cash equivalents 44,337
------------
Cash and cash equivalents at beginning of period -
Increase in cash and cash equivalents 44,337
Foreign exchange movement (43)
------------
Cash and cash equivalents at end of period 44,294
------------
Notes to the Consolidated Interim Results
for the period from 4 April 2007 to 30 September 2007 (unaudited)
1. Significant accounting policies
a) Statement of compliance
These unaudited interim results have been prepared in accordance with International Accounting Standard 34:
Interim Financial Reporting ("IAS 34") and in accordance with International Financial Reporting Standards ("
IFRS"), as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"),
interpretations issued by the International Financial Reporting Interpretations Committee of the IASB and
applicable legal and regulatory requirements of Guernsey Law and reflect the following policies, which have
been adopted and applied consistently.
No IFRSs have been adopted early, however it is likely that any Standards issued (but that are not yet
effective) would only require changes in disclosure and not result in changes to the accounting policies for
recognition and measurement.
The interim results were authorised for issuance on 7 December 2007.
b) Basis of preparation
The interim results have been prepared on a historical cost basis. The functional and presentational
currency of these results is Pounds Sterling ("Sterling"). The results are rounded to the nearest thousand
Pounds.
The accounting policies have been consistently applied by the Group.
c) Basis of consolidation
The Group results consolidate the results of the Company and its subsidiary undertakings drawn up to 30
September 2007. The results of the subsidiary undertakings are accounted for in the Consolidated Income
Statement from the effective date of acquisition.
The cost of investment in a subsidiary is eliminated against the Company's share in net assets at the date of
acquisition. All intercompany receivables, payables, income and expenses are eliminated. Subsidiaries are
fully consolidated from the date of acquisition, being the date on which the Company obtains control, and
continue to be consolidated until the date that such control ceases.
The consolidated financial statements incorporate the net assets and liabilities of the Group and its
subsidiaries at the balance sheet date and their results for the period then ended. All intercompany
balances and transactions are eliminated.
d) Foreign currency translations
Transactions involving currencies other than Sterling are recorded at the exchange rate ruling on the
transaction date. At each Balance Sheet date, monetary items and non-monetary assets and liabilities that
are fair valued, which are denominated in foreign currencies, are retranslated at the closing rates of
exchange to Sterling.
Exchange differences arising on settlement of monetary items, and from retranslating investments and other
financial instruments measured at fair value through profit or loss at the Balance Sheet date, and other
monetary items are included in the Consolidated Income Statement and allocated to the distributable or
non-distributable reserve as applicable.
Unrealised exchange differences on the retranslation of non-monetary items at rates of exchange at the
Balance Sheet date are charged through the Consolidated Income Statement to the non-distributable reserve.
e) Segmental reporting
The Directors are of the opinion that the Group is engaged in a single segment of business, being investment
in Indian film projects, which is carried out in one geographic area.
f) Revenue recognition
The rate at which revenues are recognised from the licensing of films is decided on a case by case basis.
Revenues are recognised, net of all indirect taxes, once the following criteria are met:
- on delivery of the film;
- on the agreement for sale or licensing of the film;
- on commencement of the licence to exploit;
- on a fixed agreed fee;
- where collection of income is assured.
g) Expenses
All expenses are accounted for on an accruals basis. The Group's investment management and administration
fees, and all other expenses (with the exception of share issue costs, which are charged directly to the
share premium account) are charged through the Consolidated Income Statement in the period in which they are
incurred.
h) Taxation
The Company has been granted exemption from Guernsey taxation under The Income Tax (Exempt Bodies) (Guernsey)
Ordinance 1989 and is charged an annual exemption fee of £600. The Directors intend to conduct the Company's
affairs such that it continues to remain eligible for exemption from Guernsey tax.
In June 2006 the States of Guernsey agreed that, from 1 January 2008, the standard rate of income tax on
company profits will be 0%, with only a limited number of specific banking activities being taxed at 10%.
This is what is referred to as the "Zero-Ten" regime. Therefore, for the foreseeable future the Company will
continue to suffer no tax in Guernsey.
Revenue is recorded gross of applicable taxes but net of indirect taxes, such as VAT. Direct tax expense is
recognised through the Consolidated Income Statement as incurred and indirect taxes are included in the
Balance Sheet as payable to or due from the Government.
i) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, demand deposits and short-term, highly liquid
investments readily convertible to known amounts of cash and subject to an insignificant risk of changes in
value.
For the purpose of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash in
hand and deposits at banks.
j) Intangible assets
Film rights
Investment in films and associated rights, including acquired rights in respect of completed films are stated
at cost less provision for impairment. Impairment is tested annually. A charge is made to write down the
cost over the estimated useful lives of each film project, except where the exploitation of the rights has
not yet commenced.
k) Trade receivables and prepayments
Trade receivables and prepayments are carried at the original invoice amount, less allowances made for
doubtful receivables. Provision is made when there is objective evidence that the Group will be unable to
recover balances in full. Balances are written off when the probability of recovery is assessed as being
remote.
Payments made for film projects that have been aborted are recoverable in full.
l) Trade payables and accruals
Trade and other payables are carried at payment or settlement amounts. Where the time value of money is
material, payables are carried at amortised cost.
m) Distributable reserve and non-distributable reserve
The gross income less the ongoing costs and expenses and impairment of intangible assets of the Group are
allocated to the distributable reserve. Foreign exchange gains and losses arising on the translation and
consolidation of foreign companies' results are allocated to the distributable reserve.
n) Share issue expenses
The expenses incurred in relation to the issue of the Ordinary Shares have been written off in full against
the share premium account.
o) Post Balance Sheet events
Post Balance Sheet events that provide additional information about the Group's position at the Balance Sheet
date (adjusting events) are reflected in the results. Post Balance Sheet events that are not adjusting
events are disclosed in the notes to the results when material.
p) Net asset value per share and earnings per share
The net asset value per share disclosed on the face of the Consolidated Balance Sheet is calculated by
dividing the net assets by the number of Ordinary Shares in issue at the period end.
Earnings per share is calculated by dividing net gain for the period by the weighted average number of
Ordinary Shares in issue during the period.
q) New standards and interpretations not applied
The IASB and IFRIC have issued the following standards and interpretations with an effective date after the
date of these results:
International Accounting Standards/International Financial Reporting Standards (IAS/IFRS) Effective date
IAS 1 (revised) Presentation of Financial Statements Comprehensive revision 1 January 2009
including requiring a statement of comprehensive income
IFRS 8 Operating Segments 1 January 2009
International Financial Interpretations Committee (IFRIC)
IFRIC 12 Service Concession Arrangements 1 January 2008
IFRIC 13 Customer Loyalty Programmes 1 July 2008
IFRIC 14 IAS 19 - The Limit on a Defined Benefit Asset, minimum funding 1 January 2008
requirements and their interaction
The Directors have chosen not to early adopt the above standards and interpretations and they do not
anticipate that they would have a material impact on the Group's results in the period of initial
application.
2. Management and administration fees
In consideration for its services under the Investment Management Agreement, the Company shall pay to BK Enterprises
Limited (the "Investment Manager") a management fee of 2.00% per annum of the Opening net asset value ("NAV") for the
relevant year, payable quarterly in advance in Pounds Sterling.
In addition to the management fee described above, the Investment Manager shall also be entitled to receive from the
Company a performance fee, calculated and payable after the end of each performance fee period, equal to 20.00% of any
excess of the Net Profit after Tax (after adding back (i) any liability to the Company or the Group in respect of such
performance fee for that period and (ii) any amounts paid or payable to Shareholders (in their capacities as such) in
respect of that period where the effect of such payment would reduce the Company's Net Profit after Tax for that
period) as at the end of each performance fee period over the benchmark. Any performance fee shall be payable within 14
days of the end of the relevant performance fee period in Pounds Sterling.
The benchmark shall be an amount equal to the Opening NAV for that period multiplied by 10.00% per annum provided
always that no performance fee shall be payable to the Investment Manager in respect of a performance fee period unless
at the end of that period the excess of the Net Profit after Tax after adding back the items referred to above over the
benchmark is sufficiently great so as to ensure that any previous Deficits (as defined below) have been eliminated. For
these purposes a Deficit shall be an amount, on a pound for pound basis, by which the Net Profit after Tax (after
adding back the items referred to above) for a particular period fails to exceed the benchmark for that period and has
not been subsequently eliminated.
The first performance fee period shall commence on Admission and shall terminate on 31 March 2008. Each subsequent
performance fee period shall commence on 1 April and terminate on 31 March in the following year.
In its capacity as Administrator, Elysium Fund Management Limited is entitled to an annual fee in the first year from
admission on 18 June 2007 of £80,000 payable quarterly in arrears. This fee is set to rise to £90,000 per annum in the
Company's second year, and £100,000 per annum in the Company's third year.
3. Directors' fees
4 April 2007
to 30 September
2007
£'000
Shyam Benegal (Chairman) 10
Raghav Bahl -
Lord Meghnad Desai 7
Alok Verma 7
Peter Radford 7
------------
31
------------
No bonuses or pension contributions were paid or were payable on behalf of the Directors. Raghav Bahl has
agreed to waive any entitlement to a director's fee from the Company as he is a director of BK Enterprises
Limited, the Company's Investment Manager.
The following Directors have a beneficial interest in the Ordinary Share capital of the Company:
Name of Shareholder Shareholding Percentage of
Share Capital
Raghav Bahl (1) 11,900,000 21.64%
Peter Radford 10,000 0.02%
(1) Raghav Bahl is a director and substantial shareholder of both Network 18 Fincap Limited and BK Media
Mauritius Private Limited which holds 10,000,000 Ordinary Shares and 1,900,000 Ordinary Shares in the Company
respectively.
4. Other expenses
4 April 2007
to
30 September 2007
£'000
Administration fee 23
Nominated Adviser fee 7
Nominated Broker fee 12
Professional fees 6
Other expenses 60
------------
108
------------
5. Finance costs
Finance costs comprise of interest payable on the secured loan drawn down by the Indian Subsidiary (see note 12) and is
charged to the Income Statement in the period in which it is incurred.
6. Finance income
Finance income comprises of interest receivable on cash in hand and deposits at banks and is accounted for on an
accruals basis.
7. Earnings per Ordinary Share - Basic and Fully Diluted
The basic and fully diluted return per Ordinary Share is based on net profit of £235,090 and on a weighted average
number of 55,000,000 Ordinary Shares in issue throughout the period.
8. Intangible assets
Title Directed by Nature of Paid Outstanding Contracted
agreement commitment investment
£'000 £'000 £'000
Jab We Met Imtiaz Ali Acquisition 1,315 1,312 2,627
Tom 'N' Jerry Sohail Khan Co-production 1,493 5,289 6,782
Mr & Mrs Khana Sohail Khan Co-production 995 3,444 4,439
Golmaal Returns Rohit Shetty Co-production 420 1,456 1,876
Untitled Neeraj Vora Co-production 181 1,689 1,870
Untitled Priyadarshan Co-production 159 1,708 1,867
Untitled Abbas Mastan Co-production 72 1,783 1,855
Halla Bol Rajkumar Santoshi Co-production 1,285 - 1,285
Loot Rajneesh Thakur Co-production 121 1,044 1,165
Bhootnath Vivek Sharma Co-production 986 - 986
Little Zizou Sooni Taraporevala Co-production 388 186 574
Untitled S. Priyadarshan Production 132 360 492
Fruit 'N' Nut Kunal Vijaykar Production 51 324 375
Masquerade Kundan Shah Production 45 299 344
Untitled Rohit Shetty Production 21 105 126
Untitled Rohit Shetty Production 22 92 114
Chashme Badoor Onir, Ashwini, PLA Production 87 - 87
Bombay Velvet Anurag Kashyap Production 80 - 80
Untitled Anurag Basu Production 8 67 75
Untitled Anurag Basu Production 8 67 75
Untitled Amrit / Moti Sagar Production 36 12 48
------------ ------------ ------------
Intellectual property rights at cost 7,905 19,237 27,142
------------ ------------ ------------
9. Investment in subsidiary companies
30 September 2007
£'000
Investment in subsidiary companies at cost 2
------------
Name Country of incorporation Principal activities Holding
The Indian Film Company (Cyprus) Cyprus Sale/license of domestic theatrical 100%
Limited (formerly Braxfield rights
Investment Limited)
The IFC Distribution Private India Production, acquisition, sale and 100%
Limited distribution of Indian films in the
rest of the World.
10. Trade receivables and prepayments
30 September 2007
£'000
Trade receivables (1) 984
Loans receivable (2) 554
Accrued income 27
Other receivables and prepayments 27
------------
1,592
------------
(1) Trade receivables relates to aborted film projects.
(2) Loans receivable relates to a payment to BR Films for the film production of Pappu Pass Ho Gaya whereby the
Company is to receive a return of 5% of gross revenues on the film.
11. Trade payables and accruals
30 September
2007
£'000
Trade payables (1) 19,237
Launch costs 15
Professional fees 6
Other payables and accruals 76
------------
19,334
------------
(1) Trade payables relates to the outstanding contractual obligation for film projects entered into (see note
8).
12. Loans
30 September
2007
£'000
Unsecured loan 676
------------
The unsecured loan was received in Indian Rupees (INR 45,000,000) by the Indian subsidiary, The IFC
Distribution Private Limited, for the purpose of financing two film projects.
The loan was received from TV-18 Senior Professional Trust, a division of Network 18. This is a related party
transaction due to the special arrangement that exists between the Group and Studio 18 whereby the Group has
the first right of refusal on any film project originated by Studio 18. Studio 18 is also a division of
Network 18.
There are no set repayment terms, and interest is payable at the rate of 12% per annum.
13. Share capital
30 September
2007
£'000
Authorised:
Unlimited Ordinary Shares of nil par value each -
------------
Allotted, called-up and fully paid:
55,000,000 Ordinary Shares of nil par value each -
------------
On 18 June 2007, the Company was admitted to trading on AIM following the issue of 55,000,000 Ordinary Shares
of nil par value.
14. Net asset value per Ordinary Share
The net asset value per Ordinary Share is based on the net assets attributable to equity Shareholders of £53,017,896 and
on 55,000,000 Ordinary Shares in issue at the end of the period.
15. Reconciliation of net profit for the period to net cash outflow from operating activities
4 April 2007
to
30 September 2007
£'000
Net profit for the period 235
Movement in other receivables and prepayments (54)
Movement in other payables and accruals 82
Bank interest received (698)
Movement due to foreign currency translation 43
------------
Net cash outflow from operating activities (392)
------------
16. Contingent liabilities
The Group had no contingent liabilities as at 30 September 2007.
17. Capital commitments
All contracted capital commitments have been provided for.
18. Duration of the Company
The Company does not have a fixed life.
19. Post Balance Sheet events
There were no material post Balance Sheet events.
20. Related parties
The relationships between the Group and BK Enterprises Limited and Elysium Fund Management Limited are disclosed in
note 2.
Raghav Bahl, a Director of the Company, is the majority shareholder of Network 18, of which Studio 18 is a division.
The Group benefits from a relationship with Studio 18, whereby the Group has first right to refusal on any film project
originated by Studio 18. Network 18 subscribed to 10,000,000 Ordinary Shares in the Company as part of the Placing
(see note 3).
The Investment Manager, BK Enterprises Limited, of which Raghav Bahl is also a Director, is owned 50% by BK Media
Mauritius Private Limited and 50% by Viacom Inc. BK Media Mauritius Private Limited subscribed to 1,900,000 Ordinary
Shares in the Company as part of the Placing (see note 3).
The Directors are not aware of any ultimate controlling party of the Company.
Company website: www.theindianfilmcompany.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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