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RNS Number : 1746T
Medica Group PLC
23 March 2021
The following amendments have been made to the 'Results of
Fundraise and Total Voting Rights' announcement released on 23
March at 07:00 under RNS No 1085T.
Under the section, 'Directors' and PDMRs' participation in the
Subscription', the 'Beneficial interest in existing Ordinary Shares
held immediately prior to the Fundraise' for Steve Whittern was
incorrectly displayed as '-'. This has been amended to be 37,037
and therefore also increased the numbers for Steve Whittern's
'Beneficial interest in Ordinary Shares held immediately following
Admission' (from 13,793 to 50,830) and his 'Per cent. of enlarged
issued ordinary share capital held immediately following Admission'
(from 0.01 to 0.04).
All other details remain unchanged.
The full amended text is shown below.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN MEDICA GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF MEDICA GROUP
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR").
23 March 2021
Medica Group PLC
("Medica" or the "Group" or the "Company")
Results of Fundraise and Total Voting Rights
Medica Group plc is pleased to announce the successful
completion of the placing of new ordinary shares of 0.2 pence each
in the capital of the Company ("Ordinary Shares"), which was
announced yesterday (the "Fundraise Announcement").
A total of 10,727,666 Placing Shares have been placed by
Investec Bank plc ("Investec") and Liberum Capital Limited
("Liberum") (together, the "Joint Bookrunners"), at a price of 145
pence per Placing Share.
The Placing Shares represent approximately 9.6 per cent. of the
existing issued share capital of the Company and will raise gross
proceeds of approximately GBP15.5 million. The Placing Price of 145
pence represents a discount of approximately 4.9 per cent. to the
closing mid-market price of 152.5 pence per Ordinary Share on 22
March 2021 (being the latest practicable date prior to the
Fundraise Announcement).
In conjunction with the Placing, all of the directors of the
Company ("Directors"), Junaid Bajwa (who will be non-executive
director from 1 April 2021) and certain members of the senior
management team have agreed to subscribe for 383,444 new Ordinary
Shares at the Placing Price which amounts to gross subscription
proceeds for the Company of GBP556,000 in aggregate.
The Placing and Subscription have raised, in aggregate, gross
proceeds of approximately GBP16 million for the Company. The New
Shares to be issued under the Fundraise represent, in aggregate,
approximately 9.98 per cent. of the existing issued ordinary share
capital of the Company.
Capitalised terms used have the meanings given to them in the
Fundraise Announcement released yesterday (RNS Number: 0913T),
unless the context provides otherwise.
Directors' and PDMRs' participation in the Subscription
All of the Directors, Junaid Bajwa and certain other persons
discharging managerial responsibilities ("PDMRs") have agreed to
subscribe for Subscription Shares at the Placing Price. Details of
the Subscription Shares for which the Directors Junaid Bajwa and
PDMRs have subscribed and their resultant shareholdings are
displayed below:
Beneficial Number of Beneficial Per cent.
interest new Ordinary interest of enlarged
in existing Shares subscribed in Ordinary issued ordinary
Ordinary for under Shares held share capital
Shares held the Fundraise immediately held immediately
Name immediately following following
prior to Admission Admission
the Fundraise
Roy Davis 112,037 20,689 132,726 0.11
--------------- ------------------- ------------- ------------------
Steve Whittern 37,037 13,793 50,830 0.04
--------------- ------------------- ------------- ------------------
Joanne Easton 19,047 17,241 36,288 0.03
--------------- ------------------- ------------- ------------------
Stuart Quin 67,041 31,034 98,075 0.08
--------------- ------------------- ------------- ------------------
Stephen Davies 576,634 241,379 818,013 0.67
--------------- ------------------- ------------- ------------------
Richard Jones 18,260 6,896 25,156 0.02
--------------- ------------------- ------------- ------------------
Kevin Terrins 395,166 34,482 429,648 0.35
--------------- ------------------- ------------- ------------------
Rob Lavis - 689 689 0.00
--------------- ------------------- ------------- ------------------
Junaid Bajwa - 17,241 17,241 0.01
--------------- ------------------- ------------- ------------------
Smaller related party transaction
Aberforth Partners ("Aberforth"), Gresham House plc ("Gresham
House") and Artemis Investment Management ("Artemis") are each
separately classified as a related party of the Company by virtue
of being substantial shareholders for the purposes of Chapter 11 of
the Listing Rules of the FCA (the "Listing Rules").
Shareholder Number of Per cent. Number of Number of Per cent.
existing of existing Ordinary Ordinary of enlarged
Ordinary Ordinary Shares subscribed Shares held issued ordinary
Shares held Shares held for at the immediately share capital
immediately immediately Placing following held immediately
prior to prior to Price Admission following
the Fundraise the Fundraise Admission
Aberforth 16,426,981 14.76 1,600,000 18,026,981 14.73
--------------- --------------- ------------------- ------------- ------------------
Gresham House 13,189,339 11.85 1,316,936 14,506,275 11.85
--------------- --------------- ------------------- ------------- ------------------
Artemis 11,189,654 10.06 630,000 11,819,654 9.66
--------------- --------------- ------------------- ------------- ------------------
Each of the subscriptions in the table above constitutes a
smaller related party transaction for the purposes of Listing Rule
11.1.10R.
A smaller related party transaction does not require the
approval of independent shareholders of the Company. The
transaction falls within Listing Rule 11.1.10R (smaller related
party transactions) and this announcement is made in accordance
with Listing Rule 11.1.10R(2)(c).
Admission
Applications have been made for the New Shares to be admitted to
the premium listing segment of the Official List of the Financial
Conduct Authority and to be admitted to trading on the main market
for listed securities of London Stock Exchange plc (together,
"Admission") . It is expected that settlement for the New Shares
and Admission will take place on or before 8.00 a.m. (London time)
on 25 March 2021 (or such later time and/or date as may be agreed
between the Company and the Joint Bookrunners, being not later than
8.00 a.m. on 8 April 2021), and that dealings in the New Shares
will commence at that time. The New Shares, when issued, will be
fully paid and will rank pari passu in all respects with the
existing issued Ordinary Shares of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after Admission.
The Placing is conditional upon, amongst other things, (i) the
Acquisition Agreement not having been terminated prior to Admission
and having become unconditional in all respects, (ii) Admission
becoming effective and (iii) the Placing Agreement not being
terminated in accordance with its terms, prior to Admission. The
Subscription is conditional upon Admission becoming effective.
Total Voting Rights
Following Admission, the Company will have 122,390,760 Ordinary
Shares in issue. There are no Ordinary Shares held in treasury.
Therefore, the Company hereby confirms that, immediately following
Admission, the total number of voting rights in the Company will be
122,390,760. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Inside Information
This announcement ("Announcement") is released by Medica Group
plc and contains inside information for the purposes of Article 7
of MAR, and is disclosed in accordance with the Company's
obligations under Article 17 of MAR.
For the purposes of MAR, Article 2 of Commission Implementing
Regulation (EU) 2016/1055 and the UK version of such implementing
regulation, the person responsible for arranging for the release of
this Announcement is Richard Jones, Chief Financial Officer.
For further information, please contact
Medica Group PLC
Stuart Quin, Chief Executive Officer
Richard Jones, Chief Financial Officer +44 (0)33 33 111 222
Investec Bank plc (Joint Broker and Joint
Bookrunner)
Sara Hale
Daniel Adams
Virginia Bull
Ben Farrow +44 (0) 207 597 5970
Liberum Capital Limited (Joint Broker and
Joint Bookrunner)
Bidhi Bhoma
Richard Lindley
Euan Brown +44 (0) 203 3100 2000
FTI Consulting
Victoria Foster Mitchell
Robert Winder +44 (0) 203 727 1000
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, in or into the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction (each, a "Restricted
Jurisdiction"). This Announcement is for information purposes only
and neither it, nor the information contained in it, shall
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of securities laws of such
jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective directors, officers, partners, agents,
employees, affiliates, advisors, consultants or, in the case of the
Joint Bookrunners, persons connected with them as defined in the
Financial Services and Markets Act 2000, as amended ("FSMA")
(together, "Affiliates") that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "EU Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation"). No public offering of the Placing Shares
is being made by any person anywhere and the Company has not
authorised or consented to any such offering in relation to the
Placing Shares.
This Announcement is for information purposes only and are
directed only at: (a) in a Member State of the European Economic
Area ("EEA"), persons who are "qualified investors" within the
meaning of Article 2(e) of the EU Prospectus Regulation (as amended
and/or supplemented from time to time and includes any relevant
implementing measure in any Member State); and (b) in the United
Kingdom, persons who are "qualified investors" within the meaning
of Article 2(e) of the UK Prospectus Regulation who are also: (i)
"investment professionals" within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"); or (ii) persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) otherwise, persons to whom
it may otherwise be lawful to communicate them (all such persons in
(a), (b) and (c), together being referred to as "Relevant
Persons"). This Announcement must not be acted on or relied on by
persons who are not Relevant Persons.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by either of the Joint Bookrunners, or by any of their
respective Affiliates as to, or in relation to, the accuracy,
fairness or completeness of the information or opinions contained
in this Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed.
None of the information in this Announcement has been
independently verified or approved by either of the Joint
Bookrunners or any of their Affiliates. Save for any
responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under
it, no responsibility or liability whatsoever whether arising in
tort, contract or otherwise, is accepted by either of the Joint
Bookrunners or any of their respective Affiliates whatsoever for
the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or
inaccuracies in the information or any opinions) or for any other
statement made or purported to be made by or on behalf of either of
the Joint Bookrunners or any of their respective Affiliates in
connection with the Company, the Placing Shares or the Placing or
for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Placing. Each of the Joint Bookrunners and their respective
Affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by either
of the Joint Bookrunners or any of their respective Affiliates as
to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
Investec Bank is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
FCA and the PRA. Investec Europe Limited (trading as Investec
Europe) ("Investec Europe"), acting as agent on behalf of Investec
Bank in certain jurisdictions in the EEA (together Investec Bank
and Investec Europe hereinafter referred to as "Investec"), is
regulated in Ireland by the Central Bank of Ireland. Investec is
acting solely for the Company and no-one else in connection with
the Placing and the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or the transactions and arrangements described in this
Announcement. Investec is not responsible to anyone other than the
Company for providing the protections afforded to clients of
Investec or for providing advice in connection with the contents of
this Announcement, the Placing or the transactions and arrangements
described herein.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting solely for the Company and no-one else in
connection with the Placing and the transactions and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Liberum is not responsible to
anyone other than the Company for providing the protections
afforded to clients of Liberum or for providing advice in
connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "may",
"intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the
FCA, the London Stock Exchange or applicable law, the Company, the
Joint Bookrunners and their respective Affiliates undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners. This Announcement
is not intended to provide the basis for any decision in respect of
the Company or other evaluation of any securities of the Company or
any other entity and should not be considered as a recommendation
that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. Any indication in this
Announcement of the price at which the Company's shares have been
bought or sold in the past cannot be relied upon as a guide to
future performance. The price and value of securities can go down
as well as up.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the Placing Shares in the Placing
as a principal position and in that capacity may retain, purchase,
sell, offer to sell for the own accounts or otherwise deal for
their own account in such Placing Shares and other securities of
the Company or related investments in connection with the Placing
or otherwise. Accordingly, references to Placing Shares being
offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing
by, the Joint Bookrunners and any of their respective affiliates
acting in such capacity. In addition, the Joint Bookrunners and any
of their respective affiliates may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from me to
me acquire, hold or dispose of shares. The Joint Bookrunners do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii)
eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Investec and
Liberum will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
COBS; or (b) a recommendation to any investor or group of investors
to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that the Shares are: (i) compatible with an end
target market of retail clients and investors who meet the criteria
of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target
Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Shares
may decline and investors could lose all or part of their
investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Shares is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The EU
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the placing. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, Investec and
Liberum will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate
distribution channels.
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
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END
ROIGCGDXLDDDGBX
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March 23, 2021 05:31 ET (09:31 GMT)
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