Offer for Braemore

 

TIDMJLP TIDMBRR 
 
RNS Number : 0811V 
Jubilee Platinum PLC 
03 July 2009 
 

 
 
Jubilee Platinum plc 
(A company incorporated in England and Wales with Registration number: 4459850) 
ISIN: GB0031852169 
JSE Share Code: JBL / AIM Share Code: JLP 
("Jubilee") 
 
 
Braemore Resources plc 
(A company incorporated in England and Wales with Registration number: 5350550) 
(South African registration number: 2008/013973/10) 
ISIN: GB00B06GJQ01 
JSE Share Code: BRE / AIM Share Code: BRR 
("Braemore") 
 
 
JOINT ANNOUNCEMENT OF A FIRM INTENTION BY JUBILEE TO MAKE AN OFFER TO ACQUIRE 
THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF BRAEMORE AND WITHDRAWAL OF 
BRAEMORE CAUTIONARY ANNOUNCEMENT 
 
 
 
1. INTRODUCTION 
 
 
Further to the Braemore and Jubilee cautionary announcements on 16 June 2009 and 
29 June 2009 respectively, Jubilee wishes to announce its firm intention to make 
an offer to acquire the entire issued and to be issued share capital of Braemore 
(the "Offer") (the "Offer Shares"). Pursuant to an implementation agreement (the 
"Implementation Agreement") dated 3 July 2009 between Braemore and Jubilee, the 
Offer will be implemented by way of a scheme of arrangement (the "Scheme") in 
accordance with Part 26 of the UK Companies Act of 2006, as amended (the "Act"), 
to be proposed by Jubilee between Braemore and its shareholders ("Scheme 
Members"). Upon the Scheme becoming effective, Braemore will become a wholly 
owned subsidiary of Jubilee and Braemore's listing on AIM (a market operated by 
the London Stock Exchange plc) and on the Johannesburg Stock Exchange operated 
by the JSE Limited ("JSE") will be cancelled. 
 
 
A further announcement setting out the detailed terms, salient dates and times 
of the Scheme will be made to Braemore shareholders and a circular containing 
the final terms of the Offer will be posted to the shareholders of Braemore in 
due course. 
 
 
Should the Scheme not become effective, Jubilee has reserved its right to effect 
the Offer by way of a takeover offer within the meaning of Part 28 of the Act 
(the "Substitute Offer"), further details of which are set out in paragraph 8 
below. 
 
 
Due to its place of central management and control not being in the UK, the 
Channel Islands or the Isle of Man, Braemore is not subject to the UK City Code 
on Takeovers and Mergers. Braemore is, however, subject to the provisions of the 
South African Securities Regulation Code on Takeovers and Mergers (the "SA 
Code") and the rules of the Securities Regulation Panel (the "SRP"). 
 
2. RATIONALE 
 
 
The Scheme will create an enlarged Anglo-South African mining group with its 
flagship Tjate Project, located in the eastern Bushveld of South Africa, 
containing a SAMREC-compliant resource of 25 million ounces 6PGE+Au in the 
Indicated and Inferred resource category with a targeted resource for the entire 
Tjate Project of approximately 70 million ounces 6PGE+Au (which resource 
information has previously been announced by Jubilee on 4 June 2009 and is the 
responsibility of the Jubilee directors). The merger of the two companies will 
provide the Tjate Project with add-on smelting and refining capability by now 
targeting the production of a high quality refined PGM product with considerable 
increase in value, thereby further enhancing the NPV of the project. 
 
The enlarged entity will consist of highly complementary businesses, which in 
addition to the Tjate Project, will combine access to Jubilee's development 
assets in the Bushveld Igneous Complex of South Africa, which include projects 
and treatment rights that are focused on recovering Platinum Group Metals 
("PGMs") and Chrome from surface dumps and tailings streams, with Braemore's 
exclusive rights to the proprietary ConRoast technology for the smelting and 
intermediate hydrometallurgical refining of PGMs and base metals. Such further 
value add to any tailings retreatment, either owned by the enlarged entity or by 
third parties, will result in the company gaining access to early cashflow 
generation to support the general activities of the group. 
 
The merger of Braemore and Jubilee will create an enlarged entity that will be 
an emerging platinum producer in South Africa with an exposure to the whole 
spectrum of activities within the PGM-industry and therefore demonstrate total 
capability to handle all aspects pertaining to exploration, mining, dump 
re-treatment, processing and metal sales. This significant PGM processing 
capability with its patented technology is bolstered by the unrealised nickel 
potential of Braemore in Australia. Braemore believes the merger with Jubilee 
will accelerate its commercialisation strategy and deliver real value to its 
shareholders through their access to a 30% pre-capital raising participation in 
the enlarged entity which is totally enabled in terms of structure, financing 
and underlying primary assets. The enlarged entity has the potential to become a 
sustainable force in the South African platinum industry with significant PGM 
production and thus will be well positioned to participate in any further 
consolidation in the platinum industry. 
 
3. OFFER CONSIDERATION 
 
 
Pursuant to the Scheme, Jubilee will acquire the entire issued share capital of 
Braemore (the "Braemore Shares") via an all-equity transaction, which involves 
the issue of 1 new Jubilee share for every 15.818 Braemore shares held by 
Braemore shareholders (the "Offer Consideration") thereby resulting in Braemore 
shareholders effectively holding a 30% pre-capital raising interest in the 
enlarged entity. Jubilee does not hold any shares in Braemore at present. 
 
 
The Offer Consideration is at a discount to the current market price and the 
5-day VWAP as set out in the financial effects attributable to Braemore 
shareholders in paragraph 6 below. 
 
 
As part of the Scheme, the existing 305,000,000 performance shares of 0.1p each 
in the capital of Braemore (the "Performance Shares") will be cancelled if the 
Scheme becomes effective but such cancellation will be for zero consideration 
and Jubilee will not issue any shares in respect of such cancellation. 
 
 
4. OPTIONS 
 
 
The Offer will extend to all Braemore Shares which are unconditionally allotted 
or issued fully paid (or credited as fully paid), including any which are so 
allotted and issued pursuant to the exercise of existing options granted by 
Braemore (the "Braemore Options") to holders of such options (the "Braemore 
Optionholders"), prior to the date on which the Scheme becomes effective. 
 
 
It is expected that Braemore Optionholders will, to the extent that their 
Braemore Options are not already exercisable, become entitled to exercise all 
their options when the Scheme is sanctioned by the High Court of Justice in 
England and Wales (the "Court"). Jubilee will, in due course, make appropriate 
proposals to the Braemore Optionholders in respect of the subsisting Braemore 
Options. 
 
 
The Scheme document will contain full details of the actions that the Braemore 
Optionholders may take in respect of their outstanding options in Braemore. 
 
5. IMPLEMENTATION AGREEMENT/WORKING CAPITAL FUNDING 
 
 
Braemore and Jubilee have agreed to co-operate with each other to implement the 
Scheme, and have given certain undertakings regarding the conduct of their 
businesses, on the terms set out in the Implementation Agreement. 
 
 
In addition, Jubilee has undertaken to fund the operating costs of Braemore 
whilst the Scheme is being implemented (up to a cumulative maximum of R7 million 
on a drawdown basis) and to settle some of Braemore's current liabilities (up to 
a cumulative maximum of R25 million on a drawdown basis). Jubilee recognises 
that Braemore also has an outstanding commitment of approximately R18 million 
payable to Mintek by 30 September 2009, which amount will be paid by Jubilee on 
behalf of Braemore, subject to the fundraising referred to in paragraph 7 below. 
These amounts will be repayable by Braemore if the Offer does not proceed. A 1% 
compensation fee will be payable by Braemore to Jubilee if the Offer does not 
proceed for reasons relating to Braemore. Similarly, a 1% compensation fee will 
be payable by Jubilee to Braemore if the Offer does not proceed for reasons 
relating to Jubilee. 
 
6. FINANCIAL EFFECTS ATTRIBUTABLE TO BRAEMORE SHAREHOLDERS 
 
 
The table below sets out the unaudited pro forma financial effects of the Scheme 
for a Braemore shareholder which have been prepared in accordance with IFRS, 
based on the published unaudited results of Braemore and of Jubilee for the six 
month period ended 31 December 2008. The preparation of unaudited pro forma 
financial information is the responsibility of the Braemore directors and is 
provided for illustrative purposes only, to provide information about how the 
Scheme may have affected Braemore shareholders. Due to the nature of unaudited 
pro forma financial information, it may not be a true reflection of the impact 
of the Scheme. 
 
 
+-----------------------+----------+-----------+------------------+-------------+ 
|                       |   Before |    Before |    Implied After |  Percentage | 
|                       |   Scheme |    Scheme |              the |   Change To | 
|                       |  Jubilee |  Braemore |  Scheme assuming |    Braemore | 
|                       |    share |     share |        an equity | shareholder | 
|                       |          |           | consideration of |             | 
|                       |          |           |    1 new Jubilee |             | 
|                       |          |           |  share for every |             | 
|                       |          |           |  15.818 Braemore |             | 
|                       |          |           |   shares is paid |             | 
|                       |          |           |      to Braemore |             | 
|                       |          |           |     shareholders |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
|                       |          |           |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
| Market information    |          |           |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
| Market price on 29    | 52.50(1) |   4.00(1) |             3.32 |     (17.0%) | 
| June 2009 (pence)     |          |           |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
| 5-day volume weighted | 49.35(2) |   4.66(2) |            (3.12 |     (33.0%) | 
| average to 2 July     |          |           |                  |             | 
| 2009                  |          |           |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
|                       |          |           |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
|                       |          |           |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
| Pro forma financial   |          |           |                  |             | 
| information           |          |           |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
| Earnings (pence)      |          |       (3) |         (4) 0.87 |      255.4% | 
|                       |          |    (0.56) |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
| Headline earnings     |          |       (3) |        (4)(0.19) |       66.1% | 
| (pence)               |          |    (0.56) |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
| Net asset value       |          |  (3) 6.06 |         (5) 3.27 |     (46.0%) | 
| (pence)               |          |           |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
| Tangible net asset    |          |  (3) 0.39 |         (5) 0.48 |       23.1% | 
| value per share       |          |           |                  |             | 
| (pence)               |          |           |                  |             | 
+-----------------------+----------+-----------+------------------+-------------+ 
 
 
Notes: 
 
1. The closing market price per Braemore share and per Jubilee share on 29 June 
2009, being the date on which the parties reached agreement in principle on the 
terms of the Offer. 
 
2. The volume weighted average traded closing price per Braemore share and per 
Jubilee share over the 5 trading days up to and including 2 July 2009, being the 
trading day prior to the date of this announcement. 
The financial effects are indicative only and have been based on the assumptions 
set out below. 
 
3. The "Before the Scheme" reflects the published unaudited interim financial 
results of Braemore for the six months ended 31 December 2008 
 
4. For the purposes of calculating earnings per share and headline earnings per 
share, "After the Scheme" for the six months ended 31 December 2008, it was 
assumed that: 
  *  The scheme became operational and was effected in full with effect from 1 July 
  2008; 
  *  1 new Jubilee share is received for every 15.818 Braemore shares held by 
  Braemore shareholders with effect from 1 July 2008 
 
 
5. For the purposes of calculating the net asset value per share and tangible 
net asset value per share, "After the Scheme", it was assumed that: 
  *  The transaction was implemented on 31 December 2008 for balance sheet purposes; 
  *  1 new Jubilee share is received for every 15.818 Braemore shares held by 
  Braemore shareholders with effect from 1 July 2008 
  *  The transaction costs of GBP600,000 have been written off against share premium. 
 
 
6. The percentage change has been calculated on rounded numbers. 
 
7. CONDITIONS PRECEDENT TO THE OFFER 
 
 
The Offer is subject to the fulfillment, by no later than 31 December 2009 or 
such later date (if any) as Braemore and Jubilee may agree, of, inter alia, the 
following conditions precedent: 
 
 
  *  the approval of the Scheme by a majority in number representing not less than 
  75% in value of the votes exercisable by Scheme Members present and voting 
  either in person or by proxy at a meeting of Scheme Members to be convened 
  pursuant to an order of the Court or at any adjournment thereof; 
 
 
 
  *  the approval of the acquisition of Braemore by the requisite majority of Jubilee 
  shareholders present and voting either in person or by proxy at a meeting of 
  Jubilee shareholders to be convened to approve such acquisition, and the passing 
  by Jubilee shareholders of the requisite resolutions to implement the 
  acquisition; 
 
 
 
  *  the special resolutions required to implement the Scheme and give effect to the 
  reduction in capital being passed at the general meeting of Braemore 
  shareholders to be convened, including any adjournment thereof (or at any 
  adjournment thereof); 
 
 
 
  *  the Scheme being sanctioned by the Court (with or without modification, such 
  modification being acceptable to both Braemore and Jubilee) and confirmation of 
  the reduction of capital involved therein by the Court; 
 
 
 
  *  delivery to the Registrar of Companies in England and Wales for registration of 
  an office copy of the Court order sanctioning the Scheme and confirming the 
  reduction of capital and, in relation to the reduction of capital, registration 
  of the Court order by him; 
 
 
 
  *  the approval of the Offer by the South African Competition Authorities in terms 
  of the Competition Act No.89 of 1998, either unconditionally or subject to such 
  conditions as may be acceptable to Jubilee; 
 
 
 
  *  the approval of the Scheme by all regulatory authorities if and to the extent 
  necessary, including the South Africa Reserve Bank, the SRP, JSE and the 
  Alternative Investment Market ("AIM"); 
 
 
 
  *  all director and shareholder resolutions in connection with or required to issue 
  and allot the new Jubilee shares to be issued in connection with the Scheme to 
  the Scheme Members (the "New Jubilee Shares") being duly passed at a board 
  meeting and/or general meeting of the shareholders of Jubilee (as the case may 
  be), including, without limitation, approvals required under section 80, 89 and 
  95 of the Companies Act 1985; 
 
 
 
  *  the London Stock Exchange agreeing or confirming its decision to admit the New 
  Jubilee Shares to trading on AIM in accordance with the AIM Rules subject only 
  to (i) the allotment of the New Jubilee Shares and/or (ii) the Scheme becoming 
  effective; 
 
 
 
  *  the JSE granting permission or agreeing to grant permission for the listing of 
  the New Jubilee Shares on the Main board of the JSE subject only to (i) the 
  allotment of the New Jubilee Shares and/or (ii) the Scheme becoming effective; 
 
 
 
  *  prior to issue of the Scheme document, Jubilee or Braemore having issued, or 
  agreed to issue prior to or conditional only upon the Scheme becoming effective 
  or Substitute Offer becoming unconditional, Jubilee or Braemore shares for cash 
  with an aggregate subscription price of not less than ZAR 50,000,000 (or such 
  lesser amount as Jubilee (in its sole discretion) shall specify in writing to 
  Braemore) and otherwise on terms acceptable to Braemore or Jubilee, acting 
  reasonably; and 
 
 
 
  *  no adverse change and no other circumstance which would or might be likely to 
  result in any adverse change having occurred in the business, financial or 
  trading position or profits or assets of any member of the Braemore group and 
  the Jubilee group which is material in the context of such group taken as a 
  whole. 
 
 
 
8. BRAEMORE SHAREHOLDER SUPPORT 
 
 
Jubilee has approached certain shareholders, including certain directors, of 
Braemore holding approximately 50% of the issued share capital of Braemore who 
have irrevocably undertaken to vote in favour of the Scheme. 
 
 
The holder of the Performance Shares has irrevocably undertaken additionally to 
accept the Offer in respect of all the Performance Shares for zero 
consideration. 
 
 
 
9. RECOMMENDATION AND FAIRNESS OPINION 
 
 
The board of directors of Braemore (the "Board") will consider the Offer and, 
subject to receipt of a favourable fairness opinion to be provided to the Board 
by an independent external advisor acceptable to the SRP, intends to make a 
recommendation to the Braemore shareholders in the appropriate documentation. 
The Board is not precluded from entertaining any other bona fide offers during 
the process.The Board is in the process of appointing an independent adviser to 
consider the Offer and make a recommendation to the Board. 
 
 
 
10. SUBSTITUTE OFFER 
 
 
Should the Scheme fail for any reason, Jubilee has reserved its right to effect 
the Offer by way of a Substitute Offer. In such event, the Substitute Offer will 
(unless otherwise agreed) be effected on terms no less favourable to Braemore 
Shareholders than the terms set out in the Scheme document, subject to 
appropriate amendments, including (without limitation) an acceptance condition 
set at 90 percent, or such lesser percentage (not being less than 50 percent) as 
Jubilee may decide, of the shares to which such Substitute Offer relates. 
 
 
As disclosed in paragraph 6 above, shareholders holding approximately 50% of the 
issued share capital of Braemore have irrevocably undertaken to accept a 
Substitute Offer and the holder of the Performance Shares has irrevocably 
undertaken additionally to accept a Substitute Offer in respect of all the 
Performance Shares for zero consideration. 
 
11. FURTHER ANNOUNCEMENT AND DOCUMENTATION 
 
 
A further announcement setting out the detailed terms, salient dates and times 
of the Scheme will be made to Braemore shareholders and a circular containing 
the final terms of the Offer will be posted to the shareholders of Braemore in 
due course. 
 
 
 
12. ANNOUNCEMENT BY JUBILEE 
 
 
Jubilee and Braemore shareholders are referred to the acquisition announcement 
released by Jubilee simultaneously with this announcement. 
 
 
 
13. DIRECTORS' RESPONSIBILITY STATEMENT 
 
 
The directors of Braemore and Jubilee accept responsibility for the accuracy of 
the information contained in this announcement, insofar as such information 
relates to the respective company of which they are directors, and certify that, 
to the best of their knowledge and belief, having taken all reasonable care to 
ensure that this is the case, such information is correct and that there are no 
omissions of material facts or considerations which would make any statements of 
fact or opinion contained in this announcement false or misleading. 
 
14. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 
 
 
The Braemore cautionary announcement dated 16 June 2009 is hereby withdrawn. 
 
 
Johannesburg 
3 July 2009 
 
 
Braemore 
 
 
Financial adviser:                   Qinisele Resources (Pty) Limited 
Legal advisers in the UK:            Watson, Farley & Williams LLP 
Legal advisers in South Africa:Eversheds 
Nominated advisor:                WH Ireland Limited 
Sponsor:                           Sasfin Capital 
 
 
Jubilee 
 
 
Legal adviser in the UK: Fasken Martineau 
Legal advisers in South Africa:Eversheds 
Nominated advisor to Jubilee:      Finncap 
Sponsor to Jubilee:                Sasfin Capital 
 
 
This announcement is not intended to and does not constitute, or form part of, 
an offer or an invitation to purchase or sell any shares of either Jubilee or 
Braemore or any other securities pursuant to the Offer or otherwise. The Offer 
will be made solely by the Scheme document (or, in the event of a Substitute 
Offer, an offer document and form of acceptance) which will contain the full 
terms and conditions of the Offer, including details of how the Offer may be 
accepted and the Scheme approved, and which will be posted to Braemore 
shareholders in due course. 
 
 
The availability of the Offer to persons not resident in the United Kingdom may 
be affected by the laws of the relevant jurisdictions. Persons who are not 
resident in the United Kingdom, or who are subject to the laws of any 
jurisdiction other than the United Kingdom, should inform themselves about and 
observe any applicable requirements. Further details in relation to overseas 
shareholders will be set out in the Scheme document (or, in the event of a 
Substitute Offer, in the offer document). 
 
 
This announcement is not directed to, or intended for distribution or use by, 
any person or entity that is a citizen or resident or located in any 
jurisdiction where such distribution or use would be contrary to any law or 
regulation or would require any registration, licensing or other permission. 
Neither this announcement nor any copy of it nor the information contained in it 
may be taken or transmitted in or into Canada, USA, Republic of Ireland and 
Japan, or distributed, directly or indirectly, in or into Canada, USA, Republic 
of Ireland and Japan, or distributed or redistributed in Japan or to any 
resident thereof. Any failure to comply with these restrictions may constitute a 
violation of Canadian, USA, Republic of Ireland and Japanese securities laws. 
The distribution of this announcement in other jurisdictions may be restricted 
by law, and persons into whose possession this announcement comes should inform 
themselves about, and observe, any such restrictions. 
 
 
This announcement has been prepared in accordance with English law, the SRP, the 
AIM Rules and the JSE Listings Requirements and information disclosed may not be 
the same as that which would have been prepared in accordance with the law of 
jurisdictions outside England. The Offer will be subject to the applicable rules 
and regulations of the Financial Services Authority, London Stock Exchange plc, 
the JSE and the SRP. 
 
 
This announcement and the information contained herein are not an offer of 
securities for sale in the United States. Neither Braemore nor Jubilee 
securities may be offered or sold in the United States absent registration or an 
exemption from registration under the U.S. Securities Act of 1933, as amended. 
Neither Braemore nor Jubilee intend to register an offering of their respective 
securities in the United States or to conduct a public offering of any of their 
respective securities in the United States. 
 
 
Neither Braemore nor Jubilee's securities have been or will be registered under 
the applicable securities laws of any state or jurisdiction of Canada, USA, 
Republic of Ireland and Japan and, subject to certain exceptions, may not be 
offered or sold within Canada, USA, Republic of Ireland and Japan or to or for 
the benefit of any national, resident or citizen of Canada, USA, Republic of 
Ireland and Japan. 
 
 
Certain statements in this announcement constitute "forward-looking statements". 
These statements, which contain the words "anticipate", "believe", "intend", 
"estimate", "expect" and words of similar meaning, reflect the beliefs and 
expectations of the Jubilee and Braemore directors and are subject to risks and 
uncertainties that may cause actual results to differ materially. These risks 
and uncertainties include, among other factors, changing business or other 
market conditions and the prospects for growth anticipated by the management of 
Braemore and Jubilee. These and other factors could adversely affect the outcome 
and financial effects of the plans and events described herein. As a result, you 
are cautioned not to place undue reliance on such forward-looking statements. 
Jubilee, Braemore and their respective advisors and each of their respective 
members, directors, officers and employees disclaim any obligation to update 
their view of such risks and uncertainties or to publicly announce the result of 
any revision to the forward-looking statements made herein, except where it 
would be required to do so under applicable law. 
 
 
Nothing in this announcement is intended, or is intended to be construed, as a 
forecast, projection or estimate of the future financial performance of Jubilee, 
Braemore or the enlarged group. 
 
 
Enquiries: 
 
 
+------------------------+---------------------------+-------------------------+ 
| Colin Bird             | Leon Coetzer              | Andrew Sarosi           | 
| Jubilee Platinum plc   | Braemore Resources plc    | Jubilee Platinum plc    | 
| Tel [phone]    | Tel [phone] | Tel [phone] | 
| 2155                   |                           |                         | 
|                        |                           |                         | 
+------------------------+---------------------------+-------------------------+ 
| Brian Chistie /        | David Russell             | Dennis Tucker           | 
| Leonard Eiser          | Braemore Resources plc    | Qinisele Resources      | 
| Sasfin Capital         | [phone]       | (Pty) Limited           | 
| Tel [phone]     |                           | Tel [phone] | 
| 7500                   |                           |                         | 
|                        |                           |                         | 
+------------------------+---------------------------+-------------------------+ 
| James Joyce            | Matthew Robinson / Rose   | Louise Goodeve/Leah     | 
| WH Ireland Limited     | Herbert, FinnCap          | Kramer                  | 
| Tel [phone]    | Tel [phone]  | Walbrook PR             | 
| 1666                   |                           | Tel [phone]     | 
|                        |                           | 8780                    | 
+------------------------+---------------------------+-------------------------+ 
| Suzanne Johnson-Walsh  |  Nicola Taylor            |                         | 
| Bishopsgate            | Russell and Associates    |                         | 
| Communications         | Tel [phone]   |                         | 
| Tel [phone]    |                           |                         | 
| 3350                   |                           |                         | 
+------------------------+---------------------------+-------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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