TIDMSQN
RNS Number : 3194S
SQN Asset Finance Income Fund Ltd
08 July 2020
8 July 2020
SQN Asset Finance Income Fund Limited
LEI: 2138007S3YRY3IUU4W39
Investment Update
The Board of SQN Asset Finance Income Fund Limited (the
"Company") announces that it has received the following investment
update from KKV Investment Management ("KKV").
Investment Update
In advance of the release of the NAV as at 30 June 2020, KKV is
pleased to publish its first investor update for the Company.
Executive Summary
-- KKV assumed responsibility for the portfolio on 6 June 2020
and the first NAV announcement since the appointment of KKV is
expected on 24 July 2020.
-- A number of businesses in both the Ordinary Share class and
the C Share class have been impacted by Covid-19 related weakness
and have requested forbearance during Q2 2020. KKV has graded the
impact and the resilience of each position into four distinct
categories; strong, performing, stressed and distressed. Despite
IFRS9 guidance urging a pragmatic approach to these circumstances,
in the most extreme instances KKV is proposing impairments where
the security or business outlook has been materially damaged and
that damage is not likely to be transitory.
-- It is unlikely that a sustainable dividend can be
re-established in the near future. KKV will need to establish
clarity around the timescale that project finance transactions can
deliver income on a cash basis as opposed to accruals, which is
dependent on the extent of the Covid-19 impact and the speed at
which borrowers can return to near normal operational capacity.
-- Shareholders are advised that an initial analysis of IFRS9
impairment provisions indicate the need for additional provisions
of circa GBP20m to GBP24m for the Ordinary Share portfolio and
GBP8m to GBP10m for the C Share portfolio. Over the next two weeks
KKV will conduct further detailed analysis so that more precise
recommendations for impairment can be provided to the Board for
inclusion in the 30 June 2020 NAV.
-- The outlook for the next financial year remains volatile.
Sensible steps have already been taken to stabilise the portfolio
and KKV expects to provide an update as issues within the portfolio
are resolved or on a path to resolution.
Ordinary Share Class
-- Approximately 40% of the portfolio of the Ordinary Share
portfolio is considered 'strong' or 'performing'.
-- The balancing 60% is considered either 'stressed' or
'distressed' and KKV proposes further impairments to the loans in
this pool by circa GBP20m - GBP24m.
-- Average contractual maturity of the loan book is 110 months
with the longest dated loan maturing in 2037
-- Significant percentage of the total impaired assets relate to
project finance transactions in the renewable energy sector,
representing 22% of Ordinary Share NAV.
-- Continued commitments to advances have drawn heavily on cash
reserves. However, with the ongoing suspension of dividends we
expect the Ordinary Shares to have sufficient cash flow to meet
these commitments.
C Share Class
-- Approximately 70% of the C Share portfolio is considered 'strong' or 'performing'.
-- The balancing 30% is considered either 'stressed' or
'distressed' and KKV proposes further impairments to the loans in
this pool by circa GBP8m - 10m.
-- Average contractual maturity of the loan book is 58 months
with the longest dated loan maturing in 2033.
-- Availability of cash for dividend distribution has been
depleted due to recent commitments of capital to existing borrowers
during May 2020 but the pool remains with a satisfactory liquidity
outlook.
KKV assumed investment adviser responsibility for the Company on
6 June 2020 after a brief transition period of five weeks. This
short time frame was implemented in order for KKV to be in place
for the year-end accounts as at 30 June.
For the purposes of this report and in future investor
communications, the Ordinary Share class and C Share class will be
analysed as separate portfolios.
The report is constructed in three parts:
-- An introduction to KKV, its capabilities and business response to the Covid-19 emergency.
-- An overview of the lending conditions since the beginning of
2020, including an assessment of the Covid-19 impact on SME
businesses.
-- An investment review of both Ordinary Share portfolio and C
Share portfolio with a particular focus on impaired assets and the
impact of Covid-19 on our borrowers.
KKV Investment Management Limited
Despite opening for business during a global pandemic, we are
pleased to report that the company was able to commence operational
management in June 2020. KKV has the use of three offices in London
and Surrey but all employees have been equipped to work remotely
throughout the current Covid-19 emergency with the majority
choosing to do so. All processes are functioning and business
continuity has been maintained to a good level. The transition of
SQN employees under the TUPE scheme has been completed and new
colleagues have made an excellent start to their new working
relationships with former SQN colleagues.
KKV's credentials in the private debt sector are extensive,
having successfully turned around the SQN Secured Income Fund since
2017 starting with 95% peer to peer investments that has now been
transformed into an SME loan portfolio with dividend cover and zero
impairments. With additional resource provided by Ken Hillen, Chris
Greener and Christian Holder, the team has a wider background in
the commercial loan sector including securitisations and wholesale
loan portfolios. Furthermore, we have wide experience of the
Investment Trust and alternative lending sectors including
structuring, discount management, interaction with boards and
client relationship management. Our whole value chain expertise in
origination, underwriting, monitoring and administration is also
combined with our expertise relating to impaired assets, including
work-outs, refinancing and restructuring.
During our first four weeks as adviser to the Company, we have
achieved the following:
-- Reviewed all the 42 UK and Europe credit names held in the portfolio.
-- Commenced implementation of our strategic plan regarding AD plant exposure.
-- Targeted stressed and distressed assets as an immediate focus.
-- Commenced a review of US credits previously managed from New York.
-- Conducted 37 shareholder meetings including a broker analyst
meeting in which 13 research analysts participated, delivering on
our commitment to provide clear communications for
shareholders.
This flying start has allowed us to appraise the portfolio and
provide shareholders with our considered view on the outlook for
the more challenging parts of the portfolio.
Market Backdrop
Highly volatile pricing of all assets across the risk spectrum
and intermittent volatility spikes have been facets of all fixed
income sectors during 2020. All credit products fell violently from
March onwards and this was particularly severe for higher yielding
assets with even US Treasury bonds briefly affected by a liquidity
squeeze. Since the introduction of emergency market support
packages from central banks, such as the US Federal Reserve, the
European Central Bank and the Bank of England, these markets have
settled but the economic picture remains uncertain.
As developed economies in the US, UK and Europe begin to ease
lockdown measures, market commentators have remained expectant of a
so-called V shaped recovery as businesses begin to emerge from
their forced hibernation. Our appraisal is more circumspect and
despite spreads tightening in recent weeks for investment grade
credits, as companies shore up their balance sheets with additional
borrowing, we are particularly focussed on data relating to SME
performance and securitised products such as CLOs and lower sub
investment grade markets where the greatest pain has been observed.
We expect coupon obligations to be put under pressure and
forbearance to be the watch word for the next 9-12 months.
SME business confidence has fallen sharply and lower turnover
due to Covid-19 has caused severe cashflow difficulties for many
businesses, increasing demand for working capital finance. This has
been coupled with a sharp increase in demand for loans and the
uptake of government backed schemes encouraging commercial banks to
lend into the sector. Easing of credit criteria for loans by these
banks, has a second derivative effect of weakening capital adequacy
and it is our expectation that once markets begin to normalise,
lending patterns will revert to more conventional levels, allowing
alternative lenders to pick up the baton once again.
The speed of recovery is unclear at the present time. By way of
stark illustration, unemployment in the US increased by 14 million
in six weeks at the height of the Covid -19 emergency whereas the
total number of those losing jobs between June 2008 and June 2009
was 3.5 million and it took four years for employment to return to
pre-recession levels. Reversal of lost jobs takes time for an
economy to absorb and so we expect this to impact consumption and
consumer confidence. For lenders and borrowers alike, the safest
route to normalisation is to keep sustainable businesses alive with
support and forbearance including maturity extensions and interest
or amortisation "holidays", to enable them to resume trading and
servicing their loans as rapidly as possible; an approach KKV has
adopted across its portfolios.
For investors, the reduction in dividend and share buy-back
programmes across the equity market landscape, should focus
attention on regular coupon paying fixed income strategies. These
are contractual and any missed coupons are rolled up, unlike missed
dividend payments. Once the current and immediate crisis subsides,
regular income will be a highly valued commodity.
Portfolio Update
While the portfolios are focussed on the highest quality loans
in the lower middle market segment of the market in sectors that
are more commonly uncorrelated to the wider investment markets, the
impact of Covid-19 has been felt by most of the Company's
borrowers. For some, the collapse in the oil price and reduction in
shipping volumes has had a significant impact.
The team has reviewed all credits and embedded risks where full
detail is available with around 15% of the portfolio (by NAV)
requiring additional review, being those credits that were
previously managed from the US and KKV has begun an intensive
series of meetings to facilitate a smooth handover as many of these
transactions have been restructured and refinanced over the last
three years. It is our view that individual credits are likely to
under or outperform relative to present levels but the aggregate
level of proposed impairments now represents an appropriate level
of provisioning, allowing shareholders to have a higher level of
confidence in the NAV going forward. It should also be noted that
impairment does not necessarily lead to a full write-down, we
expect some impairments to be of a temporary nature and that
overtime they will return to a performing status after we have
reprofiled or restructured the loans. Our reasons for applying
additional impairments have been multi-faceted and include:
-- A reassessment of security packages supporting loans and the
inherent risk that liquidation valuations represent a material
shortfall.
-- Valuation of equity positions inherited as a result of the restructure of loans in the past.
-- Risk assessment of currency exposure embedded within the businesses.
-- Near term underlying collateral valuations have been placed
under intense strain by Covid-19 with reduced likelihood for full
recovery.
During our review process we first ascertained the current
credit risk position where non-payment was related to short-term
Covid-19 related delinquency we allowed some leniency. We then
further reviewed those with stressed or distressed profiles and
reviewed likely loss scenarios. Finally, we proposed provisions,
where appropriate, to reflect potential losses.
With regard to classification, we have divided all loans into
four categories:
-- Strong - a loan likely to repay in 0-24 months;
-- Performing - all cash flows are likely to be made in a timely manner;
-- Stressed - the credit may not pay in a timely manner or a small shortfall is possible;
-- Distressed - where a credit workout is underway or highly likely.
Ordinary Share Class C Share Class
1 Strong 12% 29%
--------------------- --------------
2 Performing 28% 38%
--------------------- --------------
3 Stressed 9% 15%
--------------------- --------------
4 Distressed 51% 17%
--------------------- --------------
Source: KKVIM, data as at 30 June 2020.
As illustrated above, in our view we have identified that 40% of
the Ordinary Share portfolio and 68% of the C Share portfolio
should be classified as either 'strong' or 'performing' meaning
that they are delivering regular cash payments, have not missed
recent payments and the security package is robust enough for us to
have confidence that full value can be returned for the benefit of
Shareholders.
The remainder, 60% of the Ordinary Share portfolio and 32% of
the C Share portfolio are either impaired, have ceased cash
payments or are non-cash paying and their security packages do not
provide KKV with suitable confidence that their value is sufficient
to cover future liabilities. It should be noted that the high level
of distress noted in the Ordinary Share portfolio includes impaired
valuations of six renewable energy projects and these have been
governed by an independent valuation carried out during Q1 2020. A
revised valuation is due to be delivered for financial year end as
at 30 June 2020 and a material change is not expected.
In observing the performance of the AD Plant investments,
smaller projects of 0.5 MW capacity have been largely successful
during build and then production phases, with some already sold.
The larger projects, aiming to deliver 4 to 5 MW of energy, have
been more complex. It is our intention to consolidate and consider
the sale of assets where we consider an economic return on
investment to be of a longer maturity than is suitable for the
Company to hold. However, any sale process will be organised to
achieve maximum value for shareholders. A "fire-sale" of assets
will not be undertaken.
Portfolios Analytics as at 31 May 2020.
Investment Country
C Ord Total
UK 68% 54% 59%
---- ---- ------
US 11% 26% 21%
---- ---- ------
France 5% 9% 7%
---- ---- ------
Ireland 1% 4% 3%
---- ---- ------
Mexico 9% 0% 3%
---- ---- ------
Netherlands 0% 5% 3%
---- ---- ------
Iceland 4% 0% 2%
---- ---- ------
Brazil 0% 2% 1%
---- ---- ------
UAE 2% 0% 1%
---- ---- ------
Source: KKVIM, data as at 31 May 2020.
Investment Sector
C Ord Total
AD 0% 28% 18%
---- ---- ------
Diversified Portfolios 18% 13% 15%
---- ---- ------
Transportation 18% 7% 11%
---- ---- ------
Environment 21% 0% 7%
---- ---- ------
Glass 0% 9% 6%
---- ---- ------
Marine 15% 1% 6%
---- ---- ------
Solar 0% 10% 6%
---- ---- ------
Wholesale Portfolios 6% 6% 6%
---- ---- ------
CHP 0% 6% 4%
---- ---- ------
Hospitality 0% 7% 4%
---- ---- ------
Agriculture 4% 3% 3%
---- ---- ------
Automotive 5% 0% 2%
---- ---- ------
Cash 6% 0% 2%
---- ---- ------
Construction 3% 1% 2%
---- ---- ------
Energy 3% 1% 2%
---- ---- ------
Medical 0% 4% 2%
---- ---- ------
Logistics 2% 0% 1%
---- ---- ------
Paper 0% 2% 1%
---- ---- ------
Telco 0% 2% 1%
---- ---- ------
Plastics 0% 0% 0%
---- ---- ------
VAT 0% 0% 0%
---- ---- ------
Source: KKVIM, data as at 31 May 2020.
Facility Maturity Date
C Ord Total
< 6 Months 12% 8% 10%
---- ---- ------
6-12 Months 14% 17% 16%
---- ---- ------
1-2 Years 6% 2% 3%
---- ---- ------
2-3 Years 12% 11% 11%
---- ---- ------
3-5 Years 10% 2% 5%
---- ---- ------
5-7 Years 19% 19% 19%
---- ---- ------
7-10 Years 17% 8% 11%
---- ---- ------
>10 Years 8% 33% 24%
---- ---- ------
Source: KKVIM, data as at 31 May 2020.
Investment Type
C Ord Total
Loan 67% 40% 49%
---- ---- ------
Project Finance 11% 41% 30%
---- ---- ------
Wholesale Facility 15% 15% 15%
---- ---- ------
Operating Lease 0% 4% 3%
---- ---- ------
Cash 6% 0% 2%
---- ---- ------
Bridge 1% 0% 0%
---- ---- ------
Source: KKVIM, data as at 31 May 2020.
Currency Distribution
C Ord Total
GBP 66% 47% 54%
---- ---- ------
USD 24% 36% 32%
---- ---- ------
EUR 10% 17% 14%
---- ---- ------
Source: KKVIM, data as at 31 May 2020.
The summary below includes an overview of each asset on which a
new impairment has been proposed. Some positions have been
restructured previously and so have enhanced seniority in the debt
capital structure. We intend to leverage this position to maximise
our ability to repair these positions and to deliver the
restoration of value to shareholders. We expect that over the
course of the next twelve months, as economic uncertainty
diminishes, we will be able to reassess the levels of impairment
attributed to these loans but in the meantime, a prudent indicative
impairment has been proposed. Over the next two weeks, prior to the
announcement of the 30 June 2020 NAV, KKV will undertake further
detailed analysis to substantiate individual impairments which will
then be recommended to the Board of the Company. In aggregate,
impairments are likely to be within a range of GBP20-24m for the
Ordinary Shares and GBP8-10m for the C Shares. This complies with
the Company's obligations under IFRS9 and KKV will endeavour to
recover the impact of Covid-19 over the coming twelve
months.
Summary of Ordinary Share Additional Impairments
Hospital Investment (US) Carrying value: GBP9.2m
This facility comprises debt and a nominally larger equity
holding resulting from a previous restructure. The borrower has
requested deferral of interest payments until October 2020. The
Company has not received payment since March 2020 directly due to
Covid-19 and the consequential fall in elective surgery in light of
operating restrictions at the hospital. We believe that further
deterioration in outlook is expected, and that a further
restructure is highly likely. The debt portion is secured on
equipment for which an up to date valuation is being
undertaken.
Solar (US): Carrying value: GBP23.6m
The outlook for this asset remains uncertain as it requires due
legal process to be successful with regard to the parental
guarantee pay-out. Furthermore, redress through distribution of
tariff payments are subject to negotiation and there are also
political considerations which may affect the timing and amount of
recovery. There are two leases that are delivering payments, but
these are small and insufficient to meet the overall debt
liability. We have therefore assigned an additional impairment to
the facility. We have also commenced discussions with legal counsel
to reduce ongoing legal costs attributable to this loan.
Temporary Accommodation (UK): Carrying value: GBP6.1m
This loan was restructured previously and is a business linked
to the leisure/hospitality sector. The facility finances container
crates repurposed as temporary accommodation and used at tourist,
festival and exhibition locations. This industry has been
particularly hard hit by Covid-19 and the borrower has missed
payments since March 2020. However, we consider that an impairment
is still appropriate despite considering the latitude provided by
forbearance under IFRS 9 guidance as some security is of unclear
value.
Retail Boilers - Consumer Loans (UK): Carrying value:
GBP10.0m
This consumer loan portfolio has approximately 4,200 individual
loans to homeowners with 5% over six months in arrears. Each loan
is constructed to include a lien against the property in which the
equipment is installed. The credit outlook is reasonable, though
our long-term financing rate is not sustainable as the annual
payment needs to fully amortise the debt, pay the boiler servicing
cost and our interest margin. Therefore, the pool is effectively in
wind-down and there is a heightened risk of collections
deteriorating as the pool shrinks and the boilers age requiring
replacement or increased maintenance.
Hotel Technology (UK): Carrying value: GBP11.1m
The facility is in three tranches and includes administration
costs and debts prior to restructure in September 2019. The company
provides data and hardware to the hotel and leisure sectors and has
been heavily impacted by Covid-19. The original facility financed
equipment providing front of house user interfaces. The company has
a strong pipeline of orders to high end hotel groups and has a
healthy business model. At present, cash flow constraints are
heightened by the present economic downturn.
Paper Manufacturer (UK): Carrying value: GBP4.0m
Major paper manufacturer in the UK and this facility was
restructured in 2019 following financial difficulties. The recent
restructure and settlement of our position has been complicated by
Covid-19 and so despite a small balance outstanding from the
original loan we consider it prudent to apply an additional
impairment.
Telephone Masts (BR): Carrying value: GBP4.9m
The credit outlook for this asset remains uncertain as the
business has not been paying for an extended period. The portfolio
of assets is a sub scale portfolio (under 100 masts) and the
borrower has been reinvesting in new masts at expense of debt
servicing with the view that a larger basket of assets is easier to
sell. We have requested a revaluation of the whole portfolio and
are considering an exit strategy.
Heavy Plant Construction Vehicles (SL): Carrying value:
GBP1.4m
This heavy construction vehicle hire business is based overseas.
Originally, the facility financed African operations of a UK
construction firm that failed and this is the small rump asset
taken over by the local manager in Africa operating the fleet to
operate and maintain. The loan arrangement allows for pass-through
of hire revenue. Given the heavy usage in Africa there is an issue
with maintenance capex for the successful delivery of the service.
We are currently negotiating sale of the equipment to the
operator.
AD Plant (UK): Carrying value: GBP2.0m
This smaller scale AD plant is a joint venture with an
infrastructure investment manager, although the investment is
stable and the output was 94% utilisation, a fire at the site has
impaired production.
Aviation: Carrying value: GBP2.3m
This is a portfolio of five used helicopters; four are leased to
a large corporate entity and another is in "hot storage" and
awaiting sale. All repayments are utilisation based and so a small
impairment to reflect under-utilisation has been applied.
Summary of C Share Additional Impairments
Auto parts manufacturer (FR): Carrying value: GBP6.4m
The facility financed key operational equipment to supply
Renault/ PSA with engine parts. However, these parts have proved to
be of limited use. There is uncertainty around the ability to
recover assets given the domicile and actions are constrained by
the French legal system. Debt service has remained unpaid since
September 2019. We consider this asset to be distressed but as the
auto industry is important to the French government, a strategic
buyer being found is a possibility.
Energy (UK): Carrying value: GBP3.4m
This power cell hirer to building sites has an uncertain credit
outlook as it had already a history of late payment and has been
affected by Covid-19. It is also reliant on one key member of staff
to facilitate operations and payments, and they are currently
unable to work full-time.
Oil & Gas Pipeline Servicer (NL): Carrying value:
GBP0.6m
Oil & Gas well intervention business whereby the facility
financed proprietary pipe unblocking tool. The credit outlook is
uncertain on a standalone basis but we take comfort from the
support of an Ultra High Net Worth sponsor, not believed to be
under stress and who is supportive.
Summary of loans held across Ordinary and C Share Classes
Shipping (UK): Carrying value: GBP32.3m
A fleet of ships owned by experienced operator of typically
lower quality within marketplace. This facility is held in four
separate tranches across the Ord and C Share Classes. Originally
planned as a short-term ownership with exit via sale of assets has
developed into a longer-term loan. From a credit perspective, the
outlook remains uncertain as the fleet have significant overheads
and a depreciation profile unsuited to a forced disposal which
would result in a significant loss in a fire sale. Although there
is a guarantee from the parent company together with a requirement
to contribute to deleverage as the loan to value rises, it is hard
to establish the exact nature of our ability to exercise this
guarantee given that the company and industry has been impacted by
Covid-19.
Remote Operating Vehicles (UK): Carrying value: GBP20.0m
This company supplies deep sea submarines for surveillance and
maintenance purposes. The product is of a high quality however the
company has suffered from the reduction in oil prices and
dependence on one significant customer. The overall facility
comprises of four tranches of loans including a recent restructure
that improves our security package, reduces overheads, improves
management and injects additional cashflow into the business from
two prominent private equity investors. These actions have given
the business breathing space to get through the current economic
environment.
Maturity Profile
Given the forthcoming continuation vote for both Share Classes
on 16 July 2020, the maturity profile of both classes is important
to be considered. The following chart shows the run-off repayment
profiles of both Share Classes based on contractual terms:
C Share Ordinary Share Total of combined
< 6 months 12% 8% 10%
-------- --------------- ------------------
6-12 months 14% 17% 16%
-------- --------------- ------------------
1-2 years 6% 2% 3%
-------- --------------- ------------------
2-3 years 12% 11% 11%
-------- --------------- ------------------
3-5 years 10% 2% 5%
-------- --------------- ------------------
5-7 years 19% 19% 19%
-------- --------------- ------------------
7-10 years 17% 8% 11%
-------- --------------- ------------------
>10 years 8% 33% 24%
-------- --------------- ------------------
Of note, is the absence of any future operating expenditure
requirements of existing borrowers which has been a particularly
acute aspect of the Covid-19 pandemic. Given the level of
uncertainty in relation to potential funding requirements, our
ability to reinstate dividends to Shareholders is constrained at
the present time. Only when we can deliver a sustainable dividend
over the medium term, will we recommend payment of such dividends
to the Board of the Company. It is expected that dividend payments
will not be possible at the previous level of 7.25p per Share and a
lower, sustainable level of dividend will need to be
considered.
With regard to FX exposures, at present the cost of implementing
a hedging strategy is prohibitive and we are considering a number
of lower costs strategies to resume an appropriate level of cover
for the fund.
Conclusion
Continuation of the Company has been structured in two stages.
The first vote is to be held on 16 July 2020 and if passed, allows
for us to stabilise both the Ordinary Share portfolio and the C
Share portfolio over a period of twelve months. In 2021,
approximately 12 months following the 2020 vote, a further
continuation vote would be proposed where we would ask for a
further three years. The vote was designed in this way in order for
Shareholders to have an opportunity to observe our performance
during this time. No new underwriting is permitted during the next
twelve months. This phased approach gives breathing space for the
economic background to improve and for KKV to gain shareholder
confidence that we are a competent and worthy steward of these
assets. To avoid further erosion of value, we are keen to gain your
support for continuation in order that we can commence the
stabilisation stage of our plan.
With the continuation vote approaching, we have been engaging
with Shareholders in order that they are appraised of the risks and
the path to stabilisation that we would follow. KKV has a high
degree of confidence that we can repair and reinstate valuable
income and capital to shareholders over the coming twelve months
and ask for your support in the upcoming vote.
This announcement is released by SQN Asset Finance Income Fund
Limited and contains inside information for the purposes of Article
7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
For further information please contact:
KKV Investment Management Ltd
Catherine Halford Riera
Nicola Bird 020 7429 2200
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, the person responsible for releasing
this announcement is Peter Niven, Chairman.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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