Public Issue of Tax Free Secured Redeemable Non-Convertible Bonds issued by. National Highways Authority of India (NHAI)

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Public Issue of Tax Free Secured Redeemable Non-Convertible Bonds issued by National Highways Authority of India (NHAI)

NHAI - Tax Free Bonds A. K. Stockmart Pvt. Ltd. Public Issue of Tax Free Secured Redeemable Non-Convertible Bonds issued by HIGHLIGHTS OF TAX BENEFITS In exercise of the powers conferred by item (h) of sub-clause (iv) of clause (15) of Section 10 of the Income Tax Act, 1961 (43 of 1961) the Central Government has authorised National Highway Authority of India to issue during the FY 2011-12, Tax Free Secured Redeemable Non-Convertible Bonds of face value of Rs. 1,000 each aggregating upto Rs 10,000 crores. The income by way of interest on these Bonds is fully exempt from Income Tax and shall not form part of Total Income as per provisions under section 10 (15) (iv) (h) of IT Act. There will be no deduction of tax at source from the interest, which accrues to the bondholders on these bonds irrespective of the amount of the interest or the status of the investors. Wealth Tax is not levied on investment in Bonds under section 2(ea) of the Wealth-tax Act, 1957. HIGHLIGHTS An autonomous body of Government of India under the Ministry of Road, Transport Highways constituted on June 15, 1989 by an act of Parliament - The National Highways Authority of India Act, 1988 and operationalized in February 1995 Conducts survey, develop, maintain and manage the National Highways, to construct offices or workshops, to establish and maintain hotels, restaurants and rest rooms at or near the highways vested in or entrusted to it Nodal agency for development of National Highway Projects under NHDP and allied programmes approved by the Government of India. As on August 31, 2011, NHAI has awarded 141 BOT Toll based contracts valued at Rs. 1,04,984 crores, 49 BOT Annuity based contracts valued at Rs. 29,081 crores through PPP mode Sources of funds include (i) Government support in the form of capital base, cess funds, additional budgetary support, capital grants, maintenance grant, ploughing back of toll revenue and loan from GoI, (ii) loan from multilateral agencies and (iii) market borrowings As on 31st March 2011, shareholders funds stood at Rs. 55,607.04 crores against Rs. 44,860.07 crores in the previous year As on 31st March, 2011, the balance sheet size of NHAI is Rs 76,083.94 crores while Debt to Capital Ratio stood at 0.12x Source: Final Prospectus Tranche 1 (December 22 2011) 2

NHAI - Tax Free Bonds A. K. Stockmart Pvt. Ltd. SALIENT FEATURES OF THE PROPOSED TAX FREE BONDS Strengths Tax benefits u/s 10 (15) (iv) (h) of the Income Tax Act, 1961 interest on these Bonds shall not form part of Total Income. Credit Ratings of CRISIL AAA/Stable by CRISIL, CARE AAA by CARE and Fitch AAA(ind) with Stable Outlook by FITCH indicating Highest Degree of Safety in terms of timely servicing of financial obligations. Bonds can be held in physical or in dematerialized form, at the option of bondholders Bonds are proposed to be listed on the BSE and NSE NHAI is nodal agency for development of NH Projects under NHDP and allied programmes approved by GoI: The nature and charter of NHAI makes it a nodal agency for development of NH projects under NHDP and allied programmes approved by GoI. NHAI infuses and channels private players participation and funds into immediate areas of development bringing about a healthy participatory economy. There are no direct competitors to NHAI. Track record of consistent operational performance and growth NHAI has an established track record of consistent growth and performance. It completed projects of 1783 kms against award of 5059 km in FY 2010-11 as against completion of 636 kms against award of 1730 kms in 2006-07. Pioneering initiatives in the road sector in India NHAI has initiated several innovative processes over the years which have been different from existing industry practices and have led to improved construction and service quality in the contracts. Strategic role in GoI initiatives and established relationships with infrastructure sector participants NHAI derives a strategic advantage from our strong relationship with the GoI and occupy a key position in plans for the growth and development of the Indian highway sector. NHAI has been involved in the development and implementation of various programmes, policies and structural and procedural reforms for the highway sector in India. Favorable credit rating and access to various cost-competitive sources of funds NHAI receives funds through (i) Government support in the form of capital base, cess fund, additional budgetary support, capital grant, maintenance grant, ploughing back of toll revenue and loan from GoI; (ii) loan from multilateral agencies and (iii) market borrowing, thus dragging its average cost of capital. Further the highest credit rating of AAA by CRISIL, CARE & Fitch helps NHAI to borrow at competitive costs. Source: Final Prospectus Tranche 1 (December 22 2011) 3

NHAI - Tax Free Bonds Issue Structure Issue Opening Date Issue Closing Date Instrument Instrument Form Trading Tranche 1 Issue Credit Rating Tenor/Redemption Date Lead Managers to the Issue Trustee for the Bondholders Depositories Proposed to be listed on Interest on Application Money Interest on Application Money which is liable to be refunded A. K. Stockmart Pvt. Ltd. 28-Dec-2011 January 11, 2012, except that the Issue may close at the close of banking hours on the dates specified, with an option for early closure or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided by the Board of NHAI subject to necessary approvals. In the event of such early closure of the subscription list of the Issue, NHAI shall ensure that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper. Further, Allotment shall be on first cum first serve basis for Category I and II and proportionate basis for Category III, with NHAI having the discretion to close the Issue early irrespective of whether or not any of the Portion(s) are fully subscribed. Tax Free Secured Redeemable Non-Convertible Bonds in the nature of Debentures In physical or in dematerialized form, at the option of the investors Compulsorily in dematerialized form Public Issue aggregating Rs. 5000 crores with an option to retain an oversubscription upto the Shelf Limit (i.e. Rs. 10,000 crores) CRISIL AAA/Stable by CRISIL, CARE AAA by CARE & "Fitch AAA (ind) with Stable Outlook by FITCH 10 Years and 15 Years A. K. Capital Services Ltd, SBI Capital Markets Ltd, ICICI Securities Ltd** and Kotak Mahindra Capital Company Ltd** SBICAP Trustee Company Limited NSDL and CDSL BSE & NSE Interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom Bonds are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of submission of each application as duly acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, @ 8.20% per annum and 8.30% per annum for Tranche 1 and Series 1 and Tranche 1 and Series 2 Bonds respectively Interest on application money which is liable to be refunded to the applicants in accordance with the provisions of the SEBI Debt Regulations, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, @ 4.00% per annum ** For Marketing only Source: Final Prospectus Tranche 1 (December 22 2011) 4

NHAI - Tax Free Bonds A. K. Stockmart Pvt. Ltd. Bond Particulars Series Tranche 1 Series 1 Tranche 1 Series 2 Face Value per Bond Rs. 1,000 Rs. 1,000 Minimum Application Rs 50,000 (50 Bonds) Rs 50,000 (50 Bonds) In Multiples of 1 Bonds (Rs. 1,000/-) thereafter Frequency of Interest payment Annual Annual Interest Rate p.a. (%) 8.20% 8.30% Interest Payment Dates Every year on October 01, and on respective maturity Redemption /Maturity Date Maturity Amount Redemption Amount At the end of 10 years from the Deemed Date of Allotment Repayment of the Face Value plus any interest that may have accrued at the Redemption Date Repayment of the Face Value plus any interest that may have accrued at the Redemption Date At the end of 15 years from the Deemed Date of Allotment Repayment of the Face Value plus any interest that may have accrued at the Redemption Date Repayment of the Face Value plus any interest that may have accrued at the Redemption Date Source: Final Prospectus Tranche 1 (December 22 2011) 5

NHAI - Tax Free Bonds A. K. Stockmart Pvt. Ltd. Who can Apply? Category Category I Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the Bonds Provident Funds, Pension Funds, Superannuation Funds and Gratuity Funds, which are authorised to invest in the Bonds Foreign Institutional Investors (including subaccounts) Category II (Above Rs. 5 Lakh) Resident Indian individuals Hindu Undivided Families through the Karta Non Resident Indians on repatriation as well as non-repatriation basis Category III (Below & including Rs. 5 Lakh) Resident Indian individuals Hindu Undivided Families through the Karta Non Resident Indians on repatriation as well as non-repatriation basis Insurance Companies registered with the IRDA National Investment Fund Mutual Funds Companies; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the Bonds Public/private charitable/religious trusts which are authorised to invest in the Bonds Scientific and/or industrial research organisations, which are authorised to invest in the Bonds Partnership firms in the name of the partners Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009) Applications cannot be made by: o Minors without a guardian name; o Foreign nationals; o Persons resident outside India other than NRIs ; o Overseas Corporate Bodies Source: Final Prospectus Tranche 1 (December 22 2011) 6

NHAI - Tax Free Bonds A. K. Stockmart Pvt. Ltd. Basis of Allotment Category Category I Category II Category III (Above Rs. 5 Lakh) (Below & including Rs. 5 Lakh) Size in % 40% of Overall Issue Size 30% of Overall Issue Size 30% of Overall Issue Size Basis of allocation in case of oversubscription On first-come-first-serve basis On first-come-first-serve basis On proportionate basis Undersubscription: If there is any under subscription in any Portion, priority in allotments will be given in the following order of preference to: (i) Category III Portion (ii) Category II Portion (iii) Category I Portion Oversubscription: In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of Bonds to the applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of Bonds to the applicants on the date of oversubscription (based on the date of submission of each application to the Bankers to the Issue, in each Portion). In case of oversubscription in Category III Portion, all valid applications received during the Issue Period, shall be treated at par and considered for allotment on a proportionate basis. Source: Final Prospectus Tranche 1 (December 22 2011) 7

NHAI - Tax Free Bonds A. K. Stockmart Pvt. Ltd. FINANCIAL HIGHLIGHTS (Rs. in crore) As on/for the year 31-Mar-07 31-Mar-08 31-Mar-09 31-Mar-10 31-Mar-11 Capital 22,611.86 29,711,92 36,843.39 44,448.09 55,195.06 Reserves & Surplus 1,440.63 1,758.91 1,765.31 411.99 411.99 Capital Grants 9,798.59 11,573.71 13,086.87 13,356.54 13,676.20 Borrowings 4,923.25 5,008.45 5,590.19 5,123.15 6,800.69 Gross Block 70.60 70.65 73.06 75.66 84.67 Net Block 38.91 34.11 32.79 32.17 35.96 Capital Work in Progress 15,130.65 21,851.68 28,774.44 34,025.08 37,847.51 Expenditure on Completed Projects 17,642.16 21,081.94 25,157.79 31,520.33 41,316.44 Investments 834.84 873.06 918.82 1,048.93 1,075.93 Source: Final Prospectus Tranche 1 (December 22 2011) Disclaimer: Invest only after referring to final prospectus 8

Draft FAQs and Answers Issue Related FAQs 1. What is the Issue Size? Ans: CBDT as vide its notification authorized us to raise tax free bonds for total amount of upto Rs. 10,000 crores in one or more tranches in the financial year 2011-12. Through this first tranche issue, we are targeting to raise Rs. 5000 crores and we shall reserve an option to retain oversubscription such that the aggregate value of bonds issued does not exceed Rs. 10,000 crores. 2. What is the face value of these Bonds? Ans: The Face Value per Bond is Rs. 1,000. Each bond is being issued and shall be redeemed at par. 3. What is the frequency of interest payment? Ans: Interest on bonds is payable annually, Interest shall be payable on 1 st October, every year and at the time of redemption. 4. What is the minimum application amount and mode of payment to be payable on application? Ans: The minimum application size is 50 Bonds. i.e. Rs. 50,000/- in any ore or combination of Series(s) of Bonds.and in multiples of one thereafter. Full amount of face value per Bond is payable on application. 5. Is there any reservation for individual investor investing in this issue? Ans: Yes. There is a reservation of 30 % for retail investors (individuals and HUFs applying for an amount upto Rs. 5 lacs) and reservation of 30 % for HNI investors (individuals and HUFs applying for an amount above Rs. 5 lacs). 6. Is demat account necessary to invest in these bonds? Ans: No. The issuance shall be both in physical as well as in dematerialized form at the option of the investors. However as per the SEBI Debt Regulations, the trading of the Bonds shall be compulsorily in dematerialised form. 7. Who is not eligible to invest in the issue? Ans: Applications cannot be made by: a) Minors without a guardian name; b) Foreign nationals; c) Persons resident outside India other than NRIs; and d) Overseas Corporate Bodies 8. Can the application be made on joint names? Ans: Yes. Applications may be made in single or joint names (not exceeding three). In the case of joint Applications, all refunds/ interests/ redemption amounts will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form at the address mentioned therein. 1 P a g e

Names in the Application Form should be identical to those appearing in the account details in the Depositories. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depositories. 9. Can NHAI pre-close the issue in the event of oversubscription? Ans: The subscription list for the Issue shall remain open for subscription at the commencement of banking hours on December 28, 2011 and close at the close of banking hours on January 11, 2012, with an option for early closure (subject to the Issue being open for a minimum of 3 days) or extension by such period, upto a maximum period of 30 days from the date of opening of the Issue, as may be decided by the Board of NHAI subject to necessary approvals. In the event of such early closure of the subscription list of the Issue, NHAI shall ensure that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper. 10. Which stock exchange are the bonds proposed to be listed on? Ans: The Bonds will be listed on both BSE and NSE. BSE shall be the designated stock exchange. 11. What is the annualized rate of interest received by an investors falling under Category III as individual investors? Ans: Since the coupon rate on bonds is payable annually, the annualized yield on bonds shall be same as the respective coupon rate. 12. What is the interest on application money on allotted amount? Ans: We shall pay interest on application money on the amount allotted at the rate of 8.20 % p.a. for series I and 8.30% p.a. for series II subject to TDS. The interest will be paid from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application whichever is later upto one day prior to the Deemed Date of Allotment. 13. What is the interest on application money which is liable to be refunded? Ans: We shall pay interest on application money which is liable to be refunded at the rate of 4 % p.a. subject to TDS. The interest will be paid from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application whichever is later upto one day prior to the Deemed Date of Allotment. However, NHAI shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant. 14. What are the tenors of these bonds? Ans: The tenor for these Bonds will be 10 years for Trenche I Series I and 15 years for Trenche I Series II 2 P a g e

15. Can you describe the investor categories? Ans: Category I: Public Financial Institutions, Statutory Corporations, Commercial Banks, Cooperative Banks and Regional Rural Banks, which are authorised to invest in the Bonds; Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorised to invest in the Bonds; Insurance companies registered with the IRDA; National Investment Fund; Mutual Funds; Foreign Institutional Investors (including sub-accounts) Companies; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the Bonds; Public/private charitable/religious trusts which are authorised to invest in the Bonds; Scientific and/or industrial research organisations, which are authorised to invest in the Bonds; Partnership firms in the name of the partners; Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009) Category II: The following investors applying for an amount aggregating to above ` 5 lakhs across all Series in each tranche Resident Indian individuals; Hindu Undivided Families through the Karta and Non Resident Indians on repatriation as well as non-repatriation basis. Category III: The following investors applying for an amount aggregating to upto and including ` 5 lakhs across all Series in each tranche Resident Indian individuals; Hindu Undivided Families through the Karta and Non Resident Indians on repatriation as well as non-repatriation basis. 16. Who can not invest in these bonds and what is the basis of allotment? Ans: Minors without a guardian name, Foreign nationals, Persons resident outside India other than NRIs and Overseas Corporate Bodies can not invest in these bonds The basis of allotment of allotment is on first come first basis. With - Applicants belonging to the Category I, in the first instance, will be allocated Bonds upto 40 % of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); 3 P a g e

4 P a g e Applicants belonging to the Category II, in the first instance, will be allocated Bonds upto 30 % of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); and Basis of Allotment on Proportionate Basis Applicants belonging to the Category III, in the first instance, will be allocated Bonds upto 30 % of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); If there is any under subscription in any Portion, priority in allotments will be given in the following order: i. Category III Portion ii. Category II Portion iii. Category I Portion In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of Bonds to the applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of Bonds to the applicants on the date of oversubscription (based on the date of submission of each application to the Bankers to the Issue, in each Portion). 17. What is the intended use of proceeds? Ans: We intend to deploy the Issue proceeds towards part financing of the various projects being implemented by us under the NHDP and other National Highways projects as approved by the GoI. 18. What are the documents/ certificates that need to be filed along with the Application Form? Ans: In Case of Applications for Allotment of Bonds in the physical form Any Applicant who wishes to subscribe to the Bonds in physical form shall undertake the following steps: (i) All applicants have to mention their PAN Number. However, they do not require to provide the Depository Participant details in the Application Form. The requirement for providing Depository Participant details shall be mandatory only for the Applicants who wish to subscribe to the Bonds in dematerialised form. (ii) The following documents are required along with the Application Form: (a) Self-attested copy of the PAN card; (b) Self-attested copy of the proof of residence: ration card issued by the GoI; or valid driving license issued by any transport authority of the Republic of India; or electricity bill (not older than three months); or landline telephone bill (not older than three months); or valid passport issued by the GoI; or

Voter s Identity Card issued by the GoI; or passbook or latest bank statement issued by a bank operating in India; or leave and license agreement or agreement for sale or rent agreement or flat maintenance bill; In Case of Applications for Allotment of Bonds in the dematerialised form All applicants have to mention their PAN Number Other documents/certificates required depending on types of applicants Applications by Mutual Funds: The applications must be also accompanied by certified true copies of: (i) SEBI Registration Certificate and trust deed (ii) resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorised signatories Application by Commercial Banks, Co-operative Banks and Regional Rural Banks: The application must be accompanied by certified true copies of: (i) Board Resolution authorising investments; (ii) Letter of Authorisation Application by Insurance Companies: The applications must be accompanied by certified copies of: (i) Memorandum and Articles of Association (ii) Power of Attorney (iii) Resolution authorising investment and containing operating instructions (iv) Specimen signatures of authorised signatories Applications by Trusts: In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) Power of Attorney, if any, in favour of one or more trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements Applications under Power of Attorney: In case of Investments made pursuant to a power of attorney by Category I investors, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws and/or charter documents, as applicable, must be lodged along with the Application Form. In case of Investments made pursuant to a power of attorney by Category II and Category III investors, a certified copy of the power of attorney must be lodged along with the Application Form. 5 P a g e

19. Can an applicant trade the bonds in the market? Ans: Yes. The Bonds will be listed on both BSE and NSE. The trading of the Bonds shall be in dematerialised form only. 20. Is there any additional rate of interest for Senior citizens? Ans: No 21. Can an applicant make additional / multiple applications? Ans: An Applicant may make multiple applications for the total number of Bonds required and the same shall be considered valid. For the purposes of allotment of Bonds under the Issue, applications shall be grouped based on the PAN, i.e. applications under the same PAN shall be grouped together. Two or more applications will be deemed to be multiple applications if the sole or first applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple application for the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same. 22. Can an applicant make changes to his/her application? Ans: No. Applicants are not allowed to amend applications, once submitted to the Escrow Bankers. However, an applicant can withdraw all or any of the application made until the basis of allotment is approved by the BSE. 23. What is the tax treatment of these bonds? Ans: The interest on these bonds shall not be included while computing the Total Income of an assessee as per provisions of section 10(15)(iv)(h) of the Income Tax Act, 1961. Interest from bonds will be exempt from income tax Since the interest income on these bonds is exempt, no Tax Deduction at Source (TDS) is required Under section 2 (29A) of the I.T. Act, read with section 2 (42A) of the I.T. Act, a listed Bond is treated as a long term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer. Under section 112 of the I.T. Act, capital gains arising on the transfer of long term capital assets being listed securities are subject to tax at the rate of 20% of capital gains calculated after reducing indexed cost of acquisition or 10% of capital gains without indexation of the cost of acquisition Wealth-tax is not levied on investment in bond under section 2(ea) of the Wealth-tax Act, 1957 The Bond Holder is advised to consider in his own case the tax implications in respect of subscription to the Bond after consulting his tax advisor as alternate views are possible interpretation of provisions where under the contents of his statement of tax benefit is formulated may be considered differently by income tax authority, government, tribunals or court. We are not liable to the Bond Holder in any manner for placing reliance upon the contents of this statement of tax benefits 6 P a g e

24. What is the process on maturity? Does one have to fill a form, etc? Ans: The face value of the Bonds will be redeemed at par, on the respective Maturity Dates of each of the Bond Series: Bonds held in electronic form: No action is required on the part of Bondholders at the time of maturity of the Bonds Bonds held in physical form: No action will ordinarily be required on the part of the Bondholder at the time of redemption, and the Maturity Amount will be paid to those Bondholders whose names appear in the Register of Bondholders maintained by NHAI on the Record Date fixed for the purpose of redemption. However, NHAI may require the Consolidated Bond Certificate(s), duly discharged by the sole holder or all the joint-holders (signed on the reverse of the Consolidated Bond Certificate(s)) to be surrendered for redemption on Maturity Date and sent by the Bondholders by registered post with acknowledgment due or by hand delivery to the Registrar to the Issue or NHAI or to such persons at such addresses as may be notified by NHAI from time to time. Bondholders may be requested to surrender the Consolidated Bond Certificate(s) in the manner stated above, not more than three months and not less than one month prior to the Maturity Date so as to facilitate timely payment. 7 P a g e

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