DecideAct A/S: Rights Issue of up to DKK 12 million

DecideAct A/S [ACT], company announcement no. 11-2023:

The Board of Directors of DecideAct A/S (“DecideAct” or the “Company”) has today decided to increase the Company’s share capital through a rights issue (the “Rights Issue”) by a minimum nominal DKK 265,577.50 (the “Minimum Offer”) corresponding to 2,655,775 new shares and up to a nominal DKK 601,419.30 (the “Maximum Offer”) corresponding to 6,014,193 new shares, each with a nominal value of DKK 0.10, with a subscription price of DKK 2.00 (the “Subscription Price”) per new share (“New Share”) with pre-emptive rights for DecideAct’s existing shareholders (“Existing Shareholders”).

The Rights Issue: The Rights Issue offers a total of 6,014,193 new shares at a Subscription Price per share of DKK 2.00, corresponding to maximum gross proceeds of DKK 12,028,386.  The company has secured pre-subscription commitments derived from subscription rights held by a major shareholder, as well as other existing shareholders, employees and management, in addition new shareholders have garnered pre-subscription commitments, in total DKK 5,311,550 has been secured from pre-subscription commitments, corresponding to securing the Rights Issue to 44.2%.

Convertible loan financing: In connection with, but not part of, the Rights Issue the Company has secured a convertible loan (“Convertible Loan”) of DKK 5,000,000. Conversion of the debt may take place until 1 August 2024 on identical terms with this Rights Issue corresponding to DKK 2.00 per share.  If fully converted, a total of 2,500,000 new shares will be issued, corresponding to dilution of 12.2% at maximum subscription and 14.5% at minimum subscription.

Authorizations: The two transactions, the Rights Issue and Convertible loan are based upon authorizations granted at the extraordinary general meeting held on 9 August 2023. The Company will make a further announcement to the market concerning debt conversion once the conversion has been executed. As the conversion has not yet been executed at the time of this announcement, proceeds, and change of share capital are not included in the calculations in this announcement.

Use of funds: The net proceeds from the Rights Issue will be used to implement and execute in three well-defined strategic areas to strengthen sales, drive the Company towards break-even by 2024, and create the foundation for continued growth: a) The public sector in Denmark and Iceland, b) Strategic partnerships for growth, and c) Artificial Intelligence (AI) (see further explanation below).

TABLE OF CONTENT OF THIS ANNOUNCEMENT

1. The Rights Issue
2. Background and rationale
3. Timeline
4. Detailed terms and conditions
5. Precommitments
6. Ownership structure
7. Legal rights and obligations
8. Other information

1: THE ISSUE

The Rights Issue in Brief:

Size of the offering
The issue is carried out as a Rights Issue where a minimum number of 2,655,775 shares and a maximum number of 6,014,193 shares are offered, both with a nominal value of DKK 0.10 per share.

Pre-emptive rights
Shares in the Rights Issue are offered with pre-emptive rights for the Company’s Existing Shareholders. Existing Shareholders will be allotted 1 (one) subscription right (“Subscription Right”) for each 1 (one) existing share that the shareholder owns at the record date of 21 August 2023 (“Record Date”). 2 (two) Subscription Rights give the Shareholder the right to subscribe for 1 (one) New Share in DecideAct.  

Price per share and proceeds
The new shares are offered at DKK 2.00 per share with a nominal value of DKK 0.10 leading to maximum gross proceeds of DKK 12.028.386 in case of full subscription. In case of minimum subscription DecideAct will receive DKK 5,311,550 in gross proceeds.

Subscription period
The subscription period of the Rights Issue consists of 10 trading days and will commence on 22 August 2023 at 9:00 a.m. CEST (Central European Summer Time = local Danish time) and will close on 4 September 2023 at 5:00 p.m. CEST (the “Subscription Period”).

Subscription and allocation principles
Shares which have not been subscribed for by Existing Shareholder, or by acquirers of Subscription Rights, before the expiry of the Subscription Period (“Remaining Shares”), may be subscribed for without compensation to the holders of unused Subscription Rights by Existing Shareholders or new investors who have applied to subscribed for shares without the support of Subscription Rights before the expiry of the Subscription Period.

Pre-subscription commitment
The Minimum Offer with gross proceeds of DKK 5,311,550 is secured through binding pre-subscription undertaking from major shareholder J. Munch Holding ApS, other existing and new shareholders and employees and management corresponding to 44.2% of the Maximum Offer.

Share capital before and after the Issue
Prior to the Rights Issue, the Company’s share capital amounts to a nominal value of DKK 1,202,838.60 corresponding to 12,028,386 shares, each with a nominal value of DKK 0.10. Upon completion of the Maximum Offer, the Company’s share capital will amount to a nominal DKK 1,804,257.90 divided into a total of 18,042,579 shares, and subscription by the Minimum Offer amount to a nominal of DKK 1,468,416.10 divided into a total of 14,684,161 shares.

2: BACKGROUND AND RATIONALE

The business

At the end of 2022, DecideAct experienced a gross growth in ARR (Annual Recurring Revenue) of 37% and a net growth of 14%, after accounting for churn. While the Company, like other SaaS companies, faced the impact of cost-cutting measures by businesses, it maintained a satisfactory retention rate of 92%, which is in line with industry norms. Despite ARR growth in 2022 falling below expectations, it marked the completion of the Company's first 10x growth journey.

DecideAct has made significant progress in key strategic areas, witnessing strong interest in its products, steady growth in its pipeline, and successful inbound sales due to effective marketing efforts.

All the while, key investors have shown support and confidence in DecideAct’s long-term ambitions, recognizing its strengthened leadership team, enhanced product, cohesive marketing, and sales process, growing pipeline of high-quality leads, improved partnership models, and focused efforts on target geographies and verticals. The Company's commitment to maintaining a competitive edge in terms of product quality and matching critical parameters within the industry further instills investor confidence.

The use of funds

The three areas where DecideAct will focus its execution to strengthen sales:

To achieve break-even and lay the foundation for further scaling, all DecideAct's strategic priorities in the coming period will have the overarching purpose of strengthening customer traction and increasing sales. Based on a thorough analysis of market needs and low-hanging fruit, investments will be made in sales-oriented initiatives in three main areas:

1. THE PUBLIC SECTOR

The public sector in Denmark and Iceland has the customer potential to become a potential game-changer. The challenges in the sector are growing and DecideActs' platform is a perfect match to help public sector organizations deliver on policy agendas such as climate and get more out of increasingly tight budgets. DecideAct has good case studies in both Denmark and Iceland, there is a good dialogue with large public-owned companies and public organizations, the first contracts are signed, and sales activity in the area will be intensified.

2. STRATEGIC PARTNERSHIPS

Through sound strategic partnerships, DecideAct will drive sales and mutual growth and modernization of consulting through technology. Several contracts are already won through partners, and there has been a positive experience working together with new clients. In addition, DecideAct has identified the types of partnerships that work and those that do not, as well as the key requirements for successful partnerships. The company has recently signed several partnership agreements, including with KPMG in Iceland and the first partnerships in the US, more strategic partnerships will be entered, and good results from this focus area are expected.

3. ARTIFICIAL INTELLIGENCE (AI)

DecideAct will enhance its development team to deliver AI-driven features to the Strategy Execution Management platform and work with partners to explore the usage of GenAI and Large Language Models as a way of aiding organizations in better developing and executing their strategy. DecideAct can orchestrate the strategic overview for executives and shield them from the constant noise of different strategic projects and programs. And when a business decision is required in line with key strategic priorities, DecideAct can bring order to the business implications so that a portfolio decision can be made on an informed basis, and then help implement the decisions and ensure optimal execution using the software.

Alongside the three strategic focus areas, DecideAct will prioritize the Nordic and English-speaking markets for more sales and further scaling. Initial emphasis will be placed on maturing the Canadian market, which has been identified as a sweet spot for sales of DecideAct's products based on multiple contract wins, a promising pipeline, and a well-functioning partner model. With proof of concept in the Canadian market, opportunities to scale further are now being explored.

Driving the business toward breaking even in 2024

With the comfort of knowing that the strategy is working, that the core team and technology are in place, that the customer/reference footprint is growing, and that partners and online presence are driving license sales and local implementation, DecideAct is ready and able to scale what works.

The Company’s approach is and will be balanced. DecideAct is working towards breaking even in 2024, and with the current pipeline, a strengthened sales effort, and an adjusted and streamlined cost level, it is expected that DecideAct will be able to deliver on this target. The mantra is to grow fast but with caution. To raise the necessary capital, no more, no less. This is done gradually to show that the formula for growing and scaling the business works, step by step.

DecideAct stands today with a strengthened leadership team, a strengthened product, a more cohesive marketing/sales process, a larger pipeline of higher quality leads, better partnership models, and a greater focus on the geographies and verticals where the company gets the most out of its efforts, a tighter cost structure and has the greatest opportunity to make breakthroughs despite the continued turbulence in the world.

Product-wise, DecideAct remains second to none, and to ensure being in the best position to become a dominant player, the company must also be able to match the competition on the other critical parameters. It is therefore reassuring to note that investor support and confidence in DecideAct’s long-term ambition remain high.

Risk factors
Management is responsible for risk management, including mapping, assessment of probabilities, potential impacts as well as mitigating measures. Although no guarantees can be given that other risks will not emerge and have negative adverse effect on the business, Management believes that the key risks can be summarized as follows:

Legal and regulatory risk: Being a software solutions provider, DecideAct is subject to EU and national regulations regarding compliance, information security, and data protection, such as GDPR. Changes in these regulations may restrict the Company's ability to offer its services, potentially impacting its business, earnings, and financial position. The Company may need to invest in additional product development to ensure compliance if new regulations are imposed, which could have a negative effect on its business, earnings, and financial position. While the Company strives to comply with all regulations, any violation may result in fines, compensation payments to customers, loss of customers, and damage to its reputation, all of which can adversely affect its business, earnings, and financial position.

Operational Risk: The Company's core business involves hosting a software solution on behalf of its customers. Due to its handling and retention of customer data and documents, there is a potential risk of data breaches and unauthorized access via cyber-attacks. To mitigate these risks, the Company employs robust security measures aligned with industry best practices. Nevertheless, in the event of a successful cyber-attack, customers may encounter temporary or prolonged interruptions in platform usage. Such incidents could prompt official investigations, potentially resulting in fines, legal actions, and customer requests for financial restitution. These consequences have the potential to negatively affect the Company's business operations and reputation.

Funding, financial and currency risk: The Rights Issue may not be fully subscribed, reducing DecideAct’s financial resources and hindering the speed at which DecideAct will be able to grow its business and/or cause delays relating to initiation and scale-up. The Company’s ability to generate revenue may be hindered by delays regarding market breakthroughs or product development.

The Company plans to broaden its customer reach across multiple countries, primarily invoicing in Euros but occasionally in local currencies. Currently, the Company does not have any hedging mechanisms in place to mitigate exchange rate fluctuations. As the Company expands its international operations, the risk of potential losses due to exchange rate fluctuations will increase.

3: TIMELINE

Timetable for the Rights Issue:

• 9 August 2023: Extraordinary General Meeting
• 11 August 2023: Announcement of Rights Issue
• 12 August 2023: Publication of half year report
• 17 August 2023: Last date of trading shares with Subscription Rights
• 18 August 2023: First day of trading in Subscription Rights
• 21 August 2023: Record Date
• 22 August 2023: First day of Subscription Period
• 31 August 2023: Last day of trading in Subscription Rights
• 4 September 2023: Last day of Subscription Period
• 7 September 2023: Announcement of result of Rights Issue
• 11 September 2023: Registration of capital increase with the Danish Business Authority
• 14 September 2023: First day of trading of New Shares

Admission to trading
The first day of trading in Subscription Rights is on 18 August 2023 at 9.00 am (CEST) and the last day of trading in Subscription Rights is 31 August 2023 at 5.00 pm (CEST). The new shares will be issued in a temporary ISIN DK0062499497 which will not be admitted to trading on Nasdaq First North Growth Market Denmark but will be registered in Euronext Securities with the temporary ISIN code DK0062499497.  

After registration of the capital increase in the Danish Business Authority, which is expected to take place on 11 September 2023, the New Shares from the temporary ISIN code DK0062499497 will be merged with the existing ISIN code for the Company's existing shares ISIN DK0061414471 in Euronext Securities Copenhagen on 19 September 2023. The first day of trading of the New Shares in the permanent ISIN DK0061414471 on Nasdaq First North Growth Market Denmark is expected to be 14 September 2023.

4: DETAILED TERMS AND CONDITIONS

Maximum and Minimum Offer
Existing Shareholders will be allotted 1 (one) subscription right for each 1 (one) existing share that the shareholder owns at the record date of 21 August 2023. 2 (two) subscription rights give the holder the right to subscribe for 1 (one) New Share in DecideAct.

The Maximum Offer consists of 6,014,193 new shares being issued with pre-emptive rights for Existing Shareholders at a subscription price of DKK 2.00 corresponding to gross proceeds of DKK 12,028,386 and net proceeds of DKK 10,906,683 after deduction of costs related to the Maximum Offer estimated at DKK 1,121,703.

The Minimum Offer consists of 2,655,775 new shares being issued at a subscription price of DKK 2.00 corresponding to gross proceeds of DKK 5,311,550 and net proceeds of DKK 4,639,741.5 after deduction of costs related to the Minimum Offer estimated at DKK 671,808.5.

Record date
Each shareholder (as per the Record Date of 21 August 2023) will for every 1 (one) share receive 1 (one) Subscription Right. 2 (two) Subscription Rights give the shareholder the right to subscribe for 1 (one) New Share.

Subscription Period
The Subscription Period commences 22 August 2023 at 9:00 a.m. CEST and closes on 4 September 2023 at 5:00 p.m. CEST.

Trading and exercise of Subscription Rights
The Subscription Rights have been approved for admission to trading on Nasdaq First North Growth Market Denmark with ISIN DK0062499570 and will be traded in the ISIN code under the symbol “ACT T” from 18 August2023 at 9:00 a.m. CEST to 31 August 2023 at 5:00 p.m. CEST.

Subscription with Subscription Rights
Holders of Subscription Rights wishing to subscribe for New Shares must do so through their own custodian institution or financial intermediary, in accordance with the rules of such institution. The deadline for notification of exercise depends on the holder’s agreement with, and the rules and procedures of, the relevant custodian institution or other financial intermediary and may be earlier than the end of the Subscription Period. Once a holder has exercised its Subscription Rights, the exercise may not be revoked or modified. During the Subscription Rights Trading Period, holders of Subscription Rights who do not wish to exercise their Subscription Rights to subscribe for New Shares may sell their Subscription Rights on Nasdaq First North Growth Market Denmark, and a purchaser may use the acquired Subscription Rights to subscribe for New Shares. Holders wishing to sell their Subscription Rights should instruct their custodian institution or other financial intermediary accordingly. 

Any unused Subscription Rights (i.e., Subscription Rights that are not exercised during the Subscription Period orsold before the last day of trading) will lapse with no value, and the holder of such Subscription Rights will not be entitled to compensation.

Subscription for remaining New Shares
The public and Existing Shareholders can subscribe for any remaining New Shares not subscribed for with support from Subscription Rights. The remaining New Share will be subscribed for on the same terms, including dates, as for those subscribing using Subscription Rights. Subscription shall be made through a subscription form, which is available on the Company’s website (https://www.decideact.net). The subscription form shall be filled out and submitted to the account holders’ own bank according to their respective instructions.

Plan of distribution and allotment
Allocation of subscribed New Shares will be decided by DecideAct’s Board of Directors, with the following guiding principles:

1. Subscription for New Shares with support of Subscription Right
2. Pre-subscription for New Shares without support of Subscription Rights
3. Subscription for remaining New Shares without support of Subscription Right. The board will determine the allocation formula within this category once the result is known, and in case of oversubscription the allocation formula will be influenced by a desire to secure as many new shareholders as possible.

Pre-subscribers who have subscribed for New Shares in the Rights Issue but do not have sufficient Subscription Rights have been offered unused Subscription Rights from pre-subscribers who do not plan to utilize all of their own Subscription Rights.
 

Withdrawal of applications for subscription
Instructions to subscribe for New Shares with Subscription Rights or subscriptions for remaining New Shares without support of Subscription Rights are irrevocable. However, if a supplement to this announcement is published by the Company during the time for trading in pre-emptive rights and or the Subscription Period, investors shall have the right to withdraw the subscription made for New Shares within two (2) business days frompublishing of such information.
 

Announcements of the results of the Rights Issue
The results of the Rights Issue will be communicated in a company announcement expected to be published 7 September 2023, or as soon as possible after the Subscription Period ends.

Dilution
As per the date of this Announcement, the Company’s registered share capital had a nominal value per share of DKK 0.10 and a total of 12.028.386 shares. All existing shares are issued and fully paid up, and each existing share represents 1 vote.

Through the Rights Issue, the Company’s share capital can increase with a maximum of DKK 601,419.30 through the issuing of a maximum of 6,014,193 new shares. This would imply a dilution of 33.33 percent to Existing Shareholders who do not exercise the allocated Subscription Rights. The dilution is based on the total number of New Shares. The Company’s share capital will increase by a minimum of DKK 265,577.50 through the issuing of 2,655,755 new shares. This would imply a dilution of 18,09% percent to Existing Shareholders who do not exercise the allocated Subscription Rights.

5: COMMITMENTS

The Company has received legally binding written subscription commitments from Board members, members of the management team and other external investors. The subscription commitments amount to approximately DKK 5,311,550 in cash, which corresponds to approximately 44.2 percent of the Initial Rights Issue. 

All investors who have entered pre-subscription commitments in the Rights Issue are guaranteed full allotment in accordance with their respective commitments. Pre-subscription commitments have not been secured through advance transaction, bank guarantee or similar. The pre-subscription commitments are not associated with any compensation. Subscription in accordance with the pre-subscription commitments are made to the same terms as in the Rights Issue. The full list of pre-subscribers and their subscription amounts are set out in the table below.

* Other employees consist of investing employees who have all invested smaller amounts

The pre-subscriber’s commitments in relation to the Rights Issue are documented in separate bilateral agreements, yet have not been secured through advance transactions, bank guarantees or similar.

6: OWNERSHIP STRUCTURE

* Other employees consist of investing employees who have all invested smaller amounts

Change of share capital
At the assumption of a fully subscribed Rights Issue, the number of shares in the Company will increase by 6,014,193 new shares, from 12,028,386 shares to 18,042,579 shares, and the share capital will increase by DKK 601,419 from DKK 1,202,838.60 to DKK 1,804,257.90. This means that Existing Shareholders who choose not to participate in the Rights Issue will, in the event of being fully subscribed, experience a dilution corresponding to 33%. At the assumption of a minimum subscribed Rights Issue, the number of shares in the Company will increase by 2,655,775 new shares, from 12,028,386 shares to 14,684,161 shares, and the share capital will increase by DKK 265,577.50 from DKK 1,202,838.60 to DKK 1,468,416.10. This means that Existing Shareholders who choose not to participate in the Rights Issue, in the event of minimum subscription, experience a dilution corresponding to 14.5%.

7: LEGAL RIGHTS AND OBLIGATIONS

General rights attached to the New Shares
The New Shares will have identical rights as the existing shares. These include voting rights, the right to receive dividends, and the right to participate in the proceeds in case of a dissolution or liquidation of the Company. Further, all shares have equal rights in the event of insolvency, liquidation, or winding up. The rights of the shareholders can only be changed in accordance with the procedures specified in the Articles of Association and the Danish Companies Act (no. 1451 of 09/11 2022).

The New Shares expected to be issued in connection with the Rights Issue are ordinary shares and no shares of the Company carry special rights. At General Meetings, each share has one vote, and each shareholder can vote for their full number of shares without limitation. The right of a shareholder to attend a general meeting and to vote is determined by the shares held by the shareholder on the record date.

Rights to dividend
The New Shares will, when fully paid up and registered with the Danish Business Authority, have the same rights as the existing shares, including with respect to eligibility for any dividends paid to shareholders of shares. DecideAct is a growth company and has not since its formation paid dividends to the shareholders. The Board of Directors intends to finance development, operations, and growth with a combination of the possible profit and if needed future equity issues. In the event of a dividend, all shares in the Company carry equal rights to dividends. Consequently, the New Shares from the Rights Issue are eligible for dividends as of the date of registration with the Danish Business Authority. The registration is expected to take place in on 11 September 2023. Further, the right to dividends applies to investors who are registered as shareholders in DecideAct on the record day applicable for the distribution of dividends.

Any dividends will be paid in DKK to the shareholder's account with VP Securities. No restrictions on dividends or special procedures apply to shareholders of shares who are not residing in Denmark. Dividend withholding tax may be withheld by the Company in accordance with applicable Danish law.

Dividends that have not been claimed by shareholders within three (3) years from the time they are payable will in accordance with applicable Danish law be forfeited and will accrue to the Company. DecideAct has a no dividends policy, and no dividends are planned.

Pre-emptive subscription rights
Under Danish law, the shareholders generally have pre-emptive subscription rights if the general meeting of the Company resolves to increase the share capital by cash payment. However, the pre-emptive subscription rights of the shareholders are subject to exceptions due to authorizations granted by the general meeting.

8: OTHER INFORMATION

Compliance
Any holders of Subscription Rights that exercise any of their Subscription Rights shall be deemed to have represented that they have complied with all applicable laws. Custodian banks exercising Subscription Rights on behalf of beneficial holders shall be deemed to have represented that they have complied with the Rights Issue procedures set forth in this Announcement. Upon expiry of the Subscription Period, any Subscription Rights not exercised will lapse without value, and the holders of lapsed Subscription Rights will not be entitled to any compensation.

Legal regulations
The New Shares are issued according to the Danish Companies Act (no. 1451 of 09/11 2022) and the Company’s Articles of Association as of the date of this Announcement. DecideAct is, moreover, subject to general Danish legislation, including Regulation (EU) 2017/1129 and the Danish Act on Capital Markets (no. 41 of 13/01/2023). Due to its listing on Nasdaq First North Growth Market Denmark, a multilateral trading facility platform, DecideAct is bound to the obligations set out in the applicable Nasdaq First North Growth Market regulations. Companies admitted to trading on Nasdaq First North Growth Market are subject to the European Parliament and the Council Regulation (EU) No 596/2014 on Market Abuse Regulation (MAR) which contains regulation on information obligations and a prohibition on market abuse. Such obligations include (but are not limited to) complying with disclosure and information requirements in the Danish Securities market.

Tax considerations
An investment in the Rights Issue may result in tax consequences for the investor. DecideAct is a Danish registered company that has unlimited tax liability in Denmark. The Company’s New Shares will be traded on Nasdaq First North Growth Market Denmark, a multilateral trading facility (MTF), and the shares in DecideAct are therefore covered by the Danish tax rules for listed shares. The tax legislation in the investor’s jurisdiction may influence any income received from the Rights Issue described in this Announcement. Taxation of any dividend, as well as capital gains tax and rules regarding capital losses on the sale of securities, depend on the individual investors’ specific situation. Shareholders may need to consult their own accountant or tax adviser for a closer assessment of tax consequences, including the applicability and effect of foreign tax rules and tax treaties when a shareholder is in DecideAct.

Withdrawal and delay of the Issue
The Company is not allowed to withdraw the Issue. However, it may delay or suspend the Rights Issue if the registration of the New Shares is refused by the Danish Business Authority. Any delay of the Rights Issue will be announced immediately via Nasdaq First North Growth Market Denmark. The Company is not authorized to close the Offer on an earlier date than the last subscription date.

Advisers
Keswick Global AG (“Keswick”) is the Certified Adviser, Gemstone Capital A/S ("Gemstone") is the financial adviser, DLA Piper Denmark Advokatpartnerselskab P/S (“DLA”) is the legal advisor, and Nordic Issuing AB (“Nordic Issuing”) is the issuing agent. These parties receive a pre-agreed remuneration for services in connection with the Offer.

Miscellaneous
DecideAct has not been a party to any legal, arbitration, or governmental proceedings (including pending cases or such that the Company is aware may arise), during a period covering at least the previous 12 months, that have had or could have significant effects on the Company's financial position or profitability. Nor has the Company been informed of claims that could lead to DecideAct becoming a party to such a process or arbitration. There are no arrangements known to the Company, which may at a subsequent date result in or prevent a change in control of the Company. No provisions in the Company’s articles of association, statutes, charter, or bylaws have an effect of delaying, deferring, or preventing a change in control of the Company.

Name and registered office
DECIDEACT A/S (CVR no. 36 07 77 35) is domiciled in Denmark, and the Company’s head office is located at Østre Kajgade 3, DK-3730 Nexø, Denmark.

Group relations
The Company’s share capital is fully paid up. The Company is registered in the Central Business Register with CVR no. 36 07 77 35 and is subject to Danish law. The Company is not part of any group relationship.

Key people and advisers      

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