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Form 8.3 - American Axle & Manufacturing Holdings

8th Sep 2025 15:00

RNS Number : 4484Y
Citadel Group
08 September 2025
 

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

5 September 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:

1,365,259

1.15

30,980

0.02

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

239,200

0.20

626,500

0.52

 

TOTAL:

1,604,459

1.35

657,480

0.55

 

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

1,100

5.8800 USD

Common

Buy Transaction

71,992

5.8801 USD

Common

Buy Transaction

363

5.8900 USD

Common

Buy Transaction

1,574

5.8900 USD

Common

Buy Transaction

4,394

5.8938 USD

Common

Buy Transaction

1,304

5.9000 USD

Common

Buy Transaction

134

5.9051 USD

Common

Buy Transaction

4,400

5.9100 USD

Common

Buy Transaction

74

5.9101 USD

Common

Buy Transaction

4,300

5.9110 USD

Common

Buy Transaction

14,400

5.9117 USD

Common

Buy Transaction

310

5.9133 USD

Common

Buy Transaction

606

5.9134 USD

Common

Buy Transaction

20

5.9160 USD

Common

Buy Transaction

817

5.9200 USD

Common

Buy Transaction

105

5.9219 USD

Common

Buy Transaction

889

5.9239 USD

Common

Buy Transaction

9,602

5.9247 USD

Common

Buy Transaction

300

5.9267 USD

Common

Buy Transaction

1,281

5.9281 USD

Common

Buy Transaction

400

5.9300 USD

Common

Buy Transaction

19

5.9303 USD

Common

Buy Transaction

6

5.9350 USD

Common

Buy Transaction

4,438

5.9372 USD

Common

Buy Transaction

59

5.9400 USD

Common

Buy Transaction

15,638

5.9401 USD

Common

Buy Transaction

800

5.9401 USD

Common

Buy Transaction

7,390

5.9403 USD

Common

Buy Transaction

500

5.9430 USD

Common

Buy Transaction

1

5.9446 USD

Common

Buy Transaction

14

5.9450 USD

Common

Buy Transaction

201

5.9450 USD

Common

Buy Transaction

9

5.9456 USD

Common

Buy Transaction

146

5.9468 USD

Common

Buy Transaction

8,557

5.9474 USD

Common

Buy Transaction

15,934

5.9485 USD

Common

Buy Transaction

576

5.9499 USD

Common

Buy Transaction

50,649

5.9500 USD

Common

Buy Transaction

4,333

5.9504 USD

Common

Buy Transaction

963

5.9506 USD

Common

Buy Transaction

1,621

5.9513 USD

Common

Buy Transaction

2,283

5.9522 USD

Common

Buy Transaction

1,901

5.9540 USD

Common

Buy Transaction

73

5.9545 USD

Common

Buy Transaction

60

5.9550 USD

Common

Buy Transaction

657

5.9556 USD

Common

Buy Transaction

1

5.9559 USD

Common

Buy Transaction

387

5.9564 USD

Common

Buy Transaction

593

5.9594 USD

Common

Buy Transaction

761

5.9600 USD

Common

Buy Transaction

355

5.9618 USD

Common

Buy Transaction

46

5.9624 USD

Common

Buy Transaction

90

5.9633 USD

Common

Buy Transaction

416

5.9679 USD

Common

Buy Transaction

3,752

5.9700 USD

Common

Buy Transaction

4,980

5.9734 USD

Common

Buy Transaction

700

5.9743 USD

Common

Buy Transaction

7,440

5.9797 USD

Common

Buy Transaction

32

5.9800 USD

Common

Buy Transaction

1,461

5.9862 USD

Common

Buy Transaction

300

5.9900 USD

Common

Buy Transaction

20

5.9908 USD

Common

Buy Transaction

57

5.9933 USD

Common

Buy Transaction

31

5.9987 USD

Common

Buy Transaction

1

6.0039 USD

Common

Buy Transaction

4,575

6.0047 USD

Common

Buy Transaction

125

6.0100 USD

Common

Buy Transaction

210

6.0138 USD

Common

Buy Transaction

668

6.0149 USD

Common

Buy Transaction

1,000

6.0200 USD

Common

Buy Transaction

3,257

6.0226 USD

Common

Buy Transaction

812

6.0245 USD

Common

Buy Transaction

100

6.0250 USD

Common

Buy Transaction

996

6.0251 USD

Common

Buy Transaction

121

6.0261 USD

Common

Buy Transaction

98

6.0286 USD

Common

Buy Transaction

200

6.0295 USD

Common

Buy Transaction

1,008

6.0400 USD

Common

Buy Transaction

958

6.0468 USD

Common

Buy Transaction

1,200

6.0500 USD

Common

Buy Transaction

300

6.0550 USD

Common

Buy Transaction

286

6.0612 USD

Common

Buy Transaction

1,080

6.0658 USD

Common

Buy Transaction

3

6.0700 USD

Common

Buy Transaction

774

6.0755 USD

Common

Buy Transaction

100

6.0800 USD

Common

Buy Transaction

3,626

6.0900 USD

Common

Buy Transaction

900

6.0901 USD

Common

Buy Transaction

100

6.1000 USD

Common

Sell Transaction

510

5.8814 USD

Common

Sell Transaction

200

5.8890 USD

Common

Sell Transaction

1,284

5.8900 USD

Common

Sell Transaction

2,241

5.8922 USD

Common

Sell Transaction

6,082

5.8928 USD

Common

Sell Transaction

12,443

5.8934 USD

Common

Sell Transaction

176

5.8950 USD

Common

Sell Transaction

169

5.8950 USD

Common

Sell Transaction

1,436

5.8952 USD

Common

Sell Transaction

2,488

5.8979 USD

Common

Sell Transaction

7,805

5.8998 USD

Common

Sell Transaction

6,600

5.9000 USD

Common

Sell Transaction

101

5.9032 USD

Common

Sell Transaction

600

5.9033 USD

Common

Sell Transaction

211

5.9045 USD

Common

Sell Transaction

429

5.9076 USD

Common

Sell Transaction

500

5.9080 USD

Common

Sell Transaction

737

5.9093 USD

Common

Sell Transaction

268

5.9093 USD

Common

Sell Transaction

4,839

5.9100 USD

Common

Sell Transaction

11,072

5.9110 USD

Common

Sell Transaction

1,326

5.9126 USD

Common

Sell Transaction

426

5.9141 USD

Common

Sell Transaction

4,351

5.9143 USD

Common

Sell Transaction

925

5.9149 USD

Common

Sell Transaction

2,002

5.9150 USD

Common

Sell Transaction

16,441

5.9152 USD

Common

Sell Transaction

179

5.9177 USD

Common

Sell Transaction

8,625

5.9177 USD

Common

Sell Transaction

10

5.9190 USD

Common

Sell Transaction

200

5.9191 USD

Common

Sell Transaction

2,639

5.9199 USD

Common

Sell Transaction

4,545

5.9200 USD

Common

Sell Transaction

438

5.9201 USD

Common

Sell Transaction

550

5.9206 USD

Common

Sell Transaction

665

5.9210 USD

Common

Sell Transaction

2,796

5.9211 USD

Common

Sell Transaction

636

5.9211 USD

Common

Sell Transaction

4,646

5.9242 USD

Common

Sell Transaction

2,807

5.9249 USD

Common

Sell Transaction

1,421

5.9250 USD

Common

Sell Transaction

3,091

5.9255 USD

Common

Sell Transaction

236

5.9258 USD

Common

Sell Transaction

218

5.9267 USD

Common

Sell Transaction

4,609

5.9275 USD

Common

Sell Transaction

992

5.9281 USD

Common

Sell Transaction

599

5.9286 USD

Common

Sell Transaction

11,309

5.9287 USD

Common

Sell Transaction

15

5.9293 USD

Common

Sell Transaction

3,733

5.9300 USD

Common

Sell Transaction

7,584

5.9315 USD

Common

Sell Transaction

4,216

5.9320 USD

Common

Sell Transaction

1,246

5.9328 USD

Common

Sell Transaction

393

5.9334 USD

Common

Sell Transaction

2,383

5.9342 USD

Common

Sell Transaction

12,800

5.9350 USD

Common

Sell Transaction

942

5.9363 USD

Common

Sell Transaction

3,605

5.9378 USD

Common

Sell Transaction

732

5.9388 USD

Common

Sell Transaction

125

5.9390 USD

Common

Sell Transaction

200

5.9390 USD

Common

Sell Transaction

2,980

5.9400 USD

Common

Sell Transaction

195

5.9405 USD

Common

Sell Transaction

1,969

5.9407 USD

Common

Sell Transaction

3,205

5.9413 USD

Common

Sell Transaction

3,559

5.9419 USD

Common

Sell Transaction

400

5.9425 USD

Common

Sell Transaction

8,208

5.9443 USD

Common

Sell Transaction

7,172

5.9444 USD

Common

Sell Transaction

249

5.9447 USD

Common

Sell Transaction

705

5.9455 USD

Common

Sell Transaction

339

5.9458 USD

Common

Sell Transaction

197

5.9461 USD

Common

Sell Transaction

11,888

5.9463 USD

Common

Sell Transaction

1,234

5.9476 USD

Common

Sell Transaction

57

5.9484 USD

Common

Sell Transaction

4,590

5.9486 USD

Common

Sell Transaction

1,259

5.9493 USD

Common

Sell Transaction

425

5.9497 USD

Common

Sell Transaction

5,382

5.9498 USD

Common

Sell Transaction

2,056

5.9499 USD

Common

Sell Transaction

24,255

5.9500 USD

Common

Sell Transaction

56,307

5.9500 USD

Common

Sell Transaction

998

5.9505 USD

Common

Sell Transaction

37,397

5.9525 USD

Common

Sell Transaction

1,554

5.9550 USD

Common

Sell Transaction

291

5.9550 USD

Common

Sell Transaction

83

5.9551 USD

Common

Sell Transaction

9

5.9556 USD

Common

Sell Transaction

3,872

5.9570 USD

Common

Sell Transaction

1,554

5.9587 USD

Common

Sell Transaction

170

5.9588 USD

Common

Sell Transaction

47

5.9589 USD

Common

Sell Transaction

90

5.9590 USD

Common

Sell Transaction

44

5.9591 USD

Common

Sell Transaction

814

5.9591 USD

Common

Sell Transaction

13,910

5.9600 USD

Common

Sell Transaction

82

5.9602 USD

Common

Sell Transaction

222

5.9615 USD

Common

Sell Transaction

1,569

5.9652 USD

Common

Sell Transaction

17,441

5.9682 USD

Common

Sell Transaction

3,567

5.9700 USD

Common

Sell Transaction

1,970

5.9703 USD

Common

Sell Transaction

2,062

5.9722 USD

Common

Sell Transaction

1,750

5.9744 USD

Common

Sell Transaction

1

5.9788 USD

Common

Sell Transaction

371

5.9880 USD

Common

Sell Transaction

170

5.9900 USD

Common

Sell Transaction

1,566

5.9916 USD

Common

Sell Transaction

126

5.9963 USD

Common

Sell Transaction

86

6.0000 USD

Common

Sell Transaction

367

6.0026 USD

Common

Sell Transaction

5

6.0080 USD

Common

Sell Transaction

1,295

6.0113 USD

Common

Sell Transaction

2

6.0150 USD

Common

Sell Transaction

1,263

6.0170 USD

Common

Sell Transaction

9

6.0189 USD

Common

Sell Transaction

191

6.0194 USD

Common

Sell Transaction

900

6.0199 USD

Common

Sell Transaction

117

6.0255 USD

Common

Sell Transaction

431

6.0284 USD

Common

Sell Transaction

608

6.0400 USD

Common

Sell Transaction

342

6.0426 USD

Common

Sell Transaction

400

6.0450 USD

Common

Sell Transaction

1,148

6.0465 USD

Common

Sell Transaction

20,292

6.0500 USD

Common

Sell Transaction

149

6.0507 USD

Common

Sell Transaction

1,092

6.0513 USD

Common

Sell Transaction

410

6.0522 USD

Common

Sell Transaction

525

6.0548 USD

Common

Sell Transaction

2,219

6.0600 USD

Common

Sell Transaction

88

6.0678 USD

Common

Sell Transaction

219

6.0691 USD

Common

Sell Transaction

170

6.0692 USD

Common

Sell Transaction

783

6.0698 USD

Common

Sell Transaction

1,458

6.0700 USD

Common

Sell Transaction

490

6.0707 USD

Common

Sell Transaction

172

6.0726 USD

Common

Sell Transaction

100

6.0800 USD

Common

Sell Transaction

35

6.0823 USD

Common

Sell Transaction

308

6.0887 USD

Common

Sell Transaction

26

6.0900 USD

Common

Sell Transaction

314

6.1000 USD

Common

Sell Transaction

331

6.1100 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

400

10.0000 USD

American

2026-07-17

0.3600 USD

Common

Put Option

Buy Transaction

100

5.0000 USD

American

2026-01-16

0.3900 USD

Common

Put Option

Buy Transaction

100

5.0000 USD

American

2026-04-17

0.5400 USD

Common

Call Option

Buy Transaction

1,500

7.0000 USD

American

2026-01-16

0.5600 USD

Common

Call Option

Buy Transaction

400

6.0000 USD

American

2026-01-16

0.9000 USD

Common

Call Option

Buy Transaction

2,300

6.0000 USD

American

2026-04-17

1.0500 USD

Common

Call Option

Buy Transaction

10,800

6.0000 USD

American

2026-04-17

1.1000 USD

Common

Call Option

Buy Transaction

2,000

6.0000 USD

American

2026-04-17

1.1400 USD

Common

Call Option

Buy Transaction

5,400

6.0000 USD

American

2026-04-17

1.1500 USD

Common

Call Option

Buy Transaction

2,000

5.0000 USD

American

2026-04-17

1.5900 USD

Common

Call Option

Sell Transaction

2,000

6.0000 USD

American

2025-09-19

0.2400 USD

Common

Put Option

Sell Transaction

100

5.0000 USD

American

2026-01-16

0.3000 USD

Common

Call Option

Sell Transaction

100

6.0000 USD

American

2025-10-17

0.3600 USD

Common

Call Option

Sell Transaction

400

5.0000 USD

American

2026-04-17

1.5700 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:

8 September 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

Put Option

Purchased

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

3,100

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

800

3.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-8,200

6.0 USD

 

American

 

16/01/2026

 

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

Call Option

Purchased

10,500

7.0 USD

 

American

 

18/12/2026

 

Common

Put Option

Purchased

-1,200

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

5,600

6.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

2,600

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

500

8.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

15,700

4.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-10,800

5.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-215,700

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,300

7.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

100

4.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

17,500

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-400

5.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

1,500

5.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

100

9.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

42,800

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

43,400

6.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

600

6.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Sold

800

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

100

7.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

600

3.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-400

5.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Sold

-13,300

6.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-900

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-39,400

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-113,200

7.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

89,800

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-500

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-300

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-54,300

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-128,600

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

 

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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