29th Aug 2025 15:00
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Citadel Group |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | AMERICAN AXLE MANUFACTURING HOLDINGS INC |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | N/A |
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 28 August 2025 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES DOWLAIS GROUP PLC |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security: Common Stock | ISIN US0240611030 USD 0.01 common | |||
| Interests | Short positions | ||
| Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | 1,071,093 | 0.90 | 686,726 | 0.57 |
(2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 233,200 | 0.19 | 637,400 | 0.53 |
TOTAL: | 1,304,293 | 1.09 | 1,324,126 | 1.11 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
Common | Buy Transaction | 2,200 | 5.8500 USD |
Common | Buy Transaction | 182 | 5.8514 USD |
Common | Buy Transaction | 683 | 5.8700 USD |
Common | Buy Transaction | 711 | 5.8727 USD |
Common | Buy Transaction | 453 | 5.8769 USD |
Common | Buy Transaction | 127 | 5.8797 USD |
Common | Buy Transaction | 16,713 | 5.8800 USD |
Common | Buy Transaction | 131 | 5.8819 USD |
Common | Buy Transaction | 300 | 5.8900 USD |
Common | Buy Transaction | 200 | 5.8912 USD |
Common | Buy Transaction | 7,786 | 5.8971 USD |
Common | Buy Transaction | 1,700 | 5.8985 USD |
Common | Buy Transaction | 1 | 5.9000 USD |
Common | Buy Transaction | 224 | 5.9023 USD |
Common | Buy Transaction | 250 | 5.9051 USD |
Common | Buy Transaction | 405 | 5.9057 USD |
Common | Buy Transaction | 1,442 | 5.9083 USD |
Common | Buy Transaction | 235 | 5.9100 USD |
Common | Buy Transaction | 900 | 5.9144 USD |
Common | Buy Transaction | 596 | 5.9159 USD |
Common | Buy Transaction | 646 | 5.9200 USD |
Common | Buy Transaction | 243 | 5.9205 USD |
Common | Buy Transaction | 319 | 5.9206 USD |
Common | Buy Transaction | 110 | 5.9209 USD |
Common | Buy Transaction | 342 | 5.9217 USD |
Common | Buy Transaction | 338 | 5.9218 USD |
Common | Buy Transaction | 652 | 5.9223 USD |
Common | Buy Transaction | 1,589 | 5.9226 USD |
Common | Buy Transaction | 900 | 5.9233 USD |
Common | Buy Transaction | 3,183 | 5.9234 USD |
Common | Buy Transaction | 736 | 5.9252 USD |
Common | Buy Transaction | 1,002 | 5.9262 USD |
Common | Buy Transaction | 225 | 5.9282 USD |
Common | Buy Transaction | 610 | 5.9287 USD |
Common | Buy Transaction | 444 | 5.9297 USD |
Common | Buy Transaction | 2,220 | 5.9300 USD |
Common | Buy Transaction | 991 | 5.9301 USD |
Common | Buy Transaction | 281 | 5.9315 USD |
Common | Buy Transaction | 2,500 | 5.9316 USD |
Common | Buy Transaction | 1,100 | 5.9318 USD |
Common | Buy Transaction | 4,301 | 5.9322 USD |
Common | Buy Transaction | 400 | 5.9325 USD |
Common | Buy Transaction | 6,752 | 5.9325 USD |
Common | Buy Transaction | 703 | 5.9339 USD |
Common | Buy Transaction | 1,018 | 5.9345 USD |
Common | Buy Transaction | 100 | 5.9350 USD |
Common | Buy Transaction | 7,299 | 5.9370 USD |
Common | Buy Transaction | 2,661 | 5.9383 USD |
Common | Buy Transaction | 300 | 5.9400 USD |
Common | Buy Transaction | 713 | 5.9403 USD |
Common | Buy Transaction | 249 | 5.9406 USD |
Common | Buy Transaction | 478 | 5.9416 USD |
Common | Buy Transaction | 1,496 | 5.9423 USD |
Common | Buy Transaction | 372 | 5.9424 USD |
Common | Buy Transaction | 800 | 5.9425 USD |
Common | Buy Transaction | 373 | 5.9428 USD |
Common | Buy Transaction | 714 | 5.9432 USD |
Common | Buy Transaction | 136 | 5.9432 USD |
Common | Buy Transaction | 874 | 5.9450 USD |
Common | Buy Transaction | 878 | 5.9451 USD |
Common | Buy Transaction | 1,873 | 5.9457 USD |
Common | Buy Transaction | 900 | 5.9467 USD |
Common | Buy Transaction | 119 | 5.9472 USD |
Common | Buy Transaction | 836 | 5.9478 USD |
Common | Buy Transaction | 200 | 5.9479 USD |
Common | Buy Transaction | 15,600 | 5.9484 USD |
Common | Buy Transaction | 900 | 5.9489 USD |
Common | Buy Transaction | 2,386 | 5.9499 USD |
Common | Buy Transaction | 272 | 5.9500 USD |
Common | Buy Transaction | 649 | 5.9505 USD |
Common | Buy Transaction | 1,900 | 5.9526 USD |
Common | Buy Transaction | 9 | 5.9556 USD |
Common | Buy Transaction | 928 | 5.9573 USD |
Common | Buy Transaction | 1 | 5.9589 USD |
Common | Buy Transaction | 346 | 5.9595 USD |
Common | Buy Transaction | 361 | 5.9600 USD |
Common | Buy Transaction | 400 | 5.9625 USD |
Common | Buy Transaction | 523 | 5.9646 USD |
Common | Buy Transaction | 24,960 | 5.9700 USD |
Common | Buy Transaction | 292 | 5.9704 USD |
Common | Buy Transaction | 10 | 5.9710 USD |
Common | Buy Transaction | 100 | 5.9750 USD |
Common | Buy Transaction | 10,921 | 5.9800 USD |
Common | Buy Transaction | 326 | 5.9873 USD |
Common | Buy Transaction | 20 | 5.9900 USD |
Common | Buy Transaction | 400 | 6.0012 USD |
Common | Buy Transaction | 600 | 6.0100 USD |
Common | Buy Transaction | 1 | 6.0363 USD |
Common | Sell Transaction | 316 | 5.8450 USD |
Common | Sell Transaction | 400 | 5.8650 USD |
Common | Sell Transaction | 979 | 5.8700 USD |
Common | Sell Transaction | 190 | 5.8790 USD |
Common | Sell Transaction | 82 | 5.8800 USD |
Common | Sell Transaction | 25 | 5.8808 USD |
Common | Sell Transaction | 49 | 5.8902 USD |
Common | Sell Transaction | 1,581 | 5.8904 USD |
Common | Sell Transaction | 4,048 | 5.8990 USD |
Common | Sell Transaction | 422 | 5.9046 USD |
Common | Sell Transaction | 334 | 5.9067 USD |
Common | Sell Transaction | 800 | 5.9088 USD |
Common | Sell Transaction | 6,017 | 5.9100 USD |
Common | Sell Transaction | 213 | 5.9108 USD |
Common | Sell Transaction | 126 | 5.9133 USD |
Common | Sell Transaction | 1,159 | 5.9147 USD |
Common | Sell Transaction | 8,800 | 5.9150 USD |
Common | Sell Transaction | 4,611 | 5.9161 USD |
Common | Sell Transaction | 297 | 5.9166 USD |
Common | Sell Transaction | 4,281 | 5.9179 USD |
Common | Sell Transaction | 62 | 5.9189 USD |
Common | Sell Transaction | 3,841 | 5.9192 USD |
Common | Sell Transaction | 49 | 5.9196 USD |
Common | Sell Transaction | 68 | 5.9200 USD |
Common | Sell Transaction | 120 | 5.9217 USD |
Common | Sell Transaction | 737 | 5.9220 USD |
Common | Sell Transaction | 1,076 | 5.9223 USD |
Common | Sell Transaction | 2,256 | 5.9232 USD |
Common | Sell Transaction | 50,386 | 5.9248 USD |
Common | Sell Transaction | 469 | 5.9249 USD |
Common | Sell Transaction | 124 | 5.9250 USD |
Common | Sell Transaction | 666 | 5.9265 USD |
Common | Sell Transaction | 50 | 5.9270 USD |
Common | Sell Transaction | 4,504 | 5.9277 USD |
Common | Sell Transaction | 11 | 5.9291 USD |
Common | Sell Transaction | 471 | 5.9292 USD |
Common | Sell Transaction | 1,996 | 5.9300 USD |
Common | Sell Transaction | 1,268 | 5.9300 USD |
Common | Sell Transaction | 1,368 | 5.9300 USD |
Common | Sell Transaction | 2,015 | 5.9301 USD |
Common | Sell Transaction | 54,939 | 5.9306 USD |
Common | Sell Transaction | 1,400 | 5.9307 USD |
Common | Sell Transaction | 762 | 5.9309 USD |
Common | Sell Transaction | 195 | 5.9314 USD |
Common | Sell Transaction | 2,739 | 5.9320 USD |
Common | Sell Transaction | 792 | 5.9331 USD |
Common | Sell Transaction | 3,201 | 5.9336 USD |
Common | Sell Transaction | 302 | 5.9336 USD |
Common | Sell Transaction | 162 | 5.9337 USD |
Common | Sell Transaction | 17 | 5.9341 USD |
Common | Sell Transaction | 2,557 | 5.9347 USD |
Common | Sell Transaction | 522 | 5.9350 USD |
Common | Sell Transaction | 100 | 5.9350 USD |
Common | Sell Transaction | 195 | 5.9350 USD |
Common | Sell Transaction | 1,100 | 5.9364 USD |
Common | Sell Transaction | 47 | 5.9366 USD |
Common | Sell Transaction | 2,378 | 5.9374 USD |
Common | Sell Transaction | 1,007 | 5.9377 USD |
Common | Sell Transaction | 659 | 5.9382 USD |
Common | Sell Transaction | 10 | 5.9390 USD |
Common | Sell Transaction | 190 | 5.9392 USD |
Common | Sell Transaction | 1,945 | 5.9397 USD |
Common | Sell Transaction | 2,129 | 5.9399 USD |
Common | Sell Transaction | 90 | 5.9400 USD |
Common | Sell Transaction | 1 | 5.9402 USD |
Common | Sell Transaction | 439 | 5.9422 USD |
Common | Sell Transaction | 800 | 5.9425 USD |
Common | Sell Transaction | 1,007 | 5.9430 USD |
Common | Sell Transaction | 800 | 5.9450 USD |
Common | Sell Transaction | 59 | 5.9458 USD |
Common | Sell Transaction | 124 | 5.9462 USD |
Common | Sell Transaction | 900 | 5.9467 USD |
Common | Sell Transaction | 583 | 5.9488 USD |
Common | Sell Transaction | 7,227 | 5.9488 USD |
Common | Sell Transaction | 2,174 | 5.9499 USD |
Common | Sell Transaction | 6,156 | 5.9500 USD |
Common | Sell Transaction | 201 | 5.9529 USD |
Common | Sell Transaction | 1,268 | 5.9537 USD |
Common | Sell Transaction | 800 | 5.9538 USD |
Common | Sell Transaction | 136 | 5.9550 USD |
Common | Sell Transaction | 97 | 5.9551 USD |
Common | Sell Transaction | 1,038 | 5.9579 USD |
Common | Sell Transaction | 1,114 | 5.9582 USD |
Common | Sell Transaction | 186 | 5.9584 USD |
Common | Sell Transaction | 2,974 | 5.9592 USD |
Common | Sell Transaction | 2,554 | 5.9592 USD |
Common | Sell Transaction | 1,364 | 5.9600 USD |
Common | Sell Transaction | 15,830 | 5.9608 USD |
Common | Sell Transaction | 44,518 | 5.9700 USD |
Common | Sell Transaction | 586 | 5.9750 USD |
Common | Sell Transaction | 409 | 5.9750 USD |
Common | Sell Transaction | 286 | 5.9750 USD |
Common | Sell Transaction | 119 | 5.9750 USD |
Common | Sell Transaction | 507 | 5.9761 USD |
Common | Sell Transaction | 600 | 5.9783 USD |
Common | Sell Transaction | 645 | 5.9783 USD |
Common | Sell Transaction | 10,470 | 5.9800 USD |
Common | Sell Transaction | 419 | 5.9850 USD |
Common | Sell Transaction | 5,500 | 5.9900 USD |
Common | Sell Transaction | 190 | 6.0100 USD |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
Common | Call Option | Buy Transaction | 3,400 | 7.0000 USD | American | 2025-10-17 | 0.1000 USD |
Common | Call Option | Buy Transaction | 100 | 7.0000 USD | American | 2025-10-17 | 0.1700 USD |
Common | Call Option | Buy Transaction | 3,900 | 6.0000 USD | American | 2025-09-19 | 0.2000 USD |
Common | Call Option | Buy Transaction | 100 | 6.0000 USD | American | 2025-09-19 | 0.2400 USD |
Common | Put Option | Buy Transaction | 100 | 5.0000 USD | American | 2026-01-16 | 0.3800 USD |
Common | Call Option | Buy Transaction | 7,700 | 6.0000 USD | American | 2025-10-17 | 0.4000 USD |
Common | Call Option | Buy Transaction | 100 | 6.0000 USD | American | 2025-10-17 | 0.4300 USD |
Common | Call Option | Buy Transaction | 10,000 | 6.0000 USD | American | 2026-04-17 | 1.0600 USD |
Common | Call Option | Buy Transaction | 3,000 | 5.0000 USD | American | 2025-10-17 | 1.1000 USD |
Common | Call Option | Buy Transaction | 3,500 | 6.0000 USD | American | 2026-04-17 | 1.1000 USD |
Common | Call Option | Buy Transaction | 4,000 | 6.0000 USD | American | 2026-04-17 | 1.1200 USD |
Common | Call Option | Buy Transaction | 1,000 | 6.0000 USD | American | 2026-04-17 | 1.1300 USD |
Common | Call Option | Buy Transaction | 1,000 | 6.0000 USD | American | 2026-04-17 | 1.1400 USD |
Common | Put Option | Buy Transaction | 100 | 7.0000 USD | American | 2026-01-16 | 1.4700 USD |
Common | Call Option | Buy Transaction | 100 | 5.0000 USD | American | 2026-07-17 | 1.7200 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2025-10-17 | 0.3800 USD |
Common | Put Option | Sell Transaction | 100 | 6.0000 USD | American | 2025-10-17 | 0.4700 USD |
Common | Call Option | Sell Transaction | 1,700 | 7.0000 USD | American | 2026-01-16 | 0.5000 USD |
Common | Call Option | Sell Transaction | 1,000 | 6.0000 USD | American | 2026-04-17 | 1.0900 USD |
Common | Call Option | Sell Transaction | 1,600 | 6.0000 USD | American | 2026-04-17 | 1.1300 USD |
Common | Put Option | Sell Transaction | 200 | 7.0000 USD | American | 2026-01-16 | 1.4100 USD |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
|
|
|
|
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | YES |
Date of disclosure: | 29 August 2025 |
Contact name: | Paula Santos |
Telephone number*: | 020 7645 9700 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: | Citadel Group |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | AMERICAN AXLE MANUFACTURING HOLDINGS INC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
Common | Call Option | Purchased | 17,600 | 7.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -400 | 5.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -10,700 | 5.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 15,700 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 43,600 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 100 | 4.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 300 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 1,000 | 8.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -17,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 1,000 | 5.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -8,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 44,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -215,600 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 100 | 8.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 1,400 | 5.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 9,200 | 6.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -1,200 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 3,000 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 800 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -12,500 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -900 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 600 | 6.0 USD
| American
| 19/09/2025
|
Common | Put Option | Sold | 200 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,000 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -6,200 | 12.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 800 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -41,500 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,000 | 10.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 100 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -400 | 5.0 USD
| American
| 18/12/2026
|
Common | Call Option | Sold | -128,900 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -24,700 | 6.0 USD
| American
| 17/04/2026
|
Common | Put Option | Sold | 92,600 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -54,300 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -109,200 | 7.0 USD
| American
| 16/01/2026
|
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood: |
|
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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