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mukesha.kr@indiatimes.com
Introduction
To keep pace with the globalization and liberalization process, the government of India
was very keen to bring the capital market in line with international practices through
gradual deregulation of the economy. It led to liberalization of capital market in the
country with more expectations from primary market to meet the growing needs for funds
for investment in trade and industry. Therefore, there was a vital need to strengthen the
capital market which, it felt, could only be achieved through structural modifications,
introducing new mechanism and instruments, and by taking steps for safeguarding the
interest of the investors through more disclosures and transparency. As such, an
important mechanism named as Book building in the system of initial public offerings
(IPOs) was recognized by SEBI in India after having the recommendations of the
committee under the chairmanship of Y. H. Malegam in October, 1995. SEBI guidelines
recognized book building as an alternative mechanism of pricing. Under this approach, a
portion of the issue is reserved for institutional and corporate investors.
SEBI guidelines, 1995 defines book building as “a process undertaken by which a
demand for the securities proposed to be issued by a body corporate is elicited and built
up and the price for such securities is assessed for the determination of the quantum of
such securities to be issued by means of a notice, circular, advertisement, document or
information memoranda or offer document.”
Book building process is a common practice used in most developed countries for
marketing a public offer of equity shares of a company. However, book building is a
transparent and flexible price discovery method of initial public offerings (IPOs) in which
price of securities is fixed by the issuer company along with the Book Running Lead
Manager (BRLM) on the basis of feedback received from investors as well as market
intermediaries during a certain period.

mukesha.kr@indiatimes.com
Need of Book Building
The abolition of the Capital Issue Control Act, 1947 has brought a new era in the primary
capital markets in India. Controls over the pricing of the issues, designing and tenure of
the capital issues were abolished. The issuers, at present, are free to make the price of the
issues. Before establishment of SEBI in 1992, the quality of disclosures in the offer
documents was very poor. SEBI has also formulated and prescribed stringent disclosure
norms in conformity to global standards. The main drawback of free pricing was the
process of pricing of issues. The issue price was determined around 60-70 days before the
opening of the issue and the issuer had no clear idea about the market perception of the
price determined. The traditional fixed price method of tapping individual investors
suffered from two defects: (a) delays in the IPO process and (b) under-pricing of issue. In
fixed price method, public offers do not have any flexibility in terms of price as well as
number of issues. From experience it can be stated that a majority of the public issues
coming through the fixed price method are either under-priced or over-priced. Individual
investors (i.e. retail investors), as such, are unable to distinguish good issues from bad
one. This is because the issuer Company and the merchant banker as lead manager do not
have the exact idea on the fixed pricing of public issues.
Thus it is required to find out a new mechanism for fair price discovery and to help the
least informed investors. That’s why, Book Building mechanism, a new process of price
discovery, has been introduced to overcome this limitation and determine issue price
effectively. Public offers in fixed price method involve a pre issue cost of 2-3% and carry
the risk of failure if it does not receive 90% of the total subscription. In Book Building
such cost and risks can be avoided because the issuer company can withdraw from the
market if demand for the security does not exist.

mukesha.kr@indiatimes.com
Malegam Panel’s Recommendations:
The introduction of book-building in India in 1995 was on account of the
recommendations of an expert committee appointed by SEBI under Chairmanship of YH
Malegam “to review the (then) existing disclosure requirements in offer documents.”
Two of the terms of reference being “the basis of pricing the issue” and “whether
substantial reduction was possible in the time taken for processing applications by SEBI.”
The committee has submitted its report with several recommendations and the SEBI
accepted the same in November 1995. The book-building route should be open to issuer
companies, subject to certain terms and conditions. Some of them are presented below:
1. The option should be available only to issues exceeding Rs. 100 crore;
2. The book-building issuer companies could either reserve the securities for firm
allotment or avail themselves of the book-building process;
3. Draft prospectus to be submitted to SEBI could exclude information about the offer
price;
4. A book runner to be nominated from among the lead merchant bankers, charged with
specific responsibilities and the name is to be submitted to the SEBI’s approval
5. The requirement of 25 percent of the securities to be offered to the public will be
continued.
There have been several amendments/revisions to the above guidelines; the first one in
December 1996 made available the option of book-building to all corporate bodies which
were otherwise eligible to make an issue of capital to the public, and in case of under
subscription, the spill-over from the public portion could be permitted to the placement
area and vice-versa.
In 1997, the restriction of the facility to 75 % of the issue was thought to severely
constrain the benefits arising out of price and demand discovery, and the facility was
extended to 100 percent of the issue, available only if the issue amount was Rs. 100 crore
and above, compulsorily offering an additional 10 percent of the issue to the public
through prospectus, and reserving at least 15 percent of the issue size to individual
investors applying up to ten tradable lots. Further, audited financial ratios had to be
disclosed, namely, EPS, P/E, average return on net worth for the last three years and net

mukesha.kr@indiatimes.com
asset value based on last year’s balance sheet. However, there were no takers for the 100
percent book-building facility. Based on suggestions made by leading merchant bankers,
the following amendments were made to the guidelines in 1999:
1. The issuer may be allowed to disclose either the issue size or the number of securities
to be offered to the public;
2. Allotment should be in demat mode only; and
3. Reservation of 15 percent of issue amount for individual investors need to the public at
a fixed price.
Some of the earliest mega issues through the book-building route were those of Larsen &
Toubro, ICICI, TISCO and others.
Book Building and Fixed Price Option in the IPOs
A company may raise capital in the primary capital market through initial public offers
(IPOs), rights issues and private placement. IPOs, the largest sources of funds in the
primary capital market, to the company are basically an invitation by a company to the
public to subscribe to its securities offered through prospectus.
In fixed price process in IPOs, allotments of shares to all investors are made on
proportionate basis. Institutional investors normally are not interested to participate in
fixed price public issues due to uncertainty of allotment and lack of opportunity cost. On
the other, they like to participate largely in book built transactions as in this process the
costs of public issue and the time taken for the completion of the entire process are much
lesser than the fixed price issues.
In Book Building the price is determined on the basis of demand received or at price
above or equal to the floor price whereas in fixed price option the price of issues is fixed
first and then the securities are offered to the investors. In case of Book Building process
book is built by Book Runner Lead Manager (BRLM) to know the everyday demand
whereas in case of fixed price of public issues, the demand is known at the close of the
issue.

mukesha.kr@indiatimes.com
How is Book Built in India?
The main parties who are directly associated with book building process are the issuer
company, the Book Runner Lead Manager (BRLM) and the syndicate members. The
Book Runner Lead Manager (i.e. merchant banker) and the syndicate members who are
the intermediaries are both eligible to act as underwriters. The steps which are usually
followed in the book building process can be summarized below:
1. The issuer company proposing an IPO appoints a lead merchant banker as a
BRLM.
2. Initially, the issuer company consults with the BRLM in drawing up a draft prospectus
(i.e. offer document) which does not mention the price of the issues, but includes other
details about the size of the issue, past history of the company, and a price band. The
securities available to the public are separately identified as “net offer to the public”.
3. The draft prospectus is filed with SEBI which gives it a legal standing.
4. A definite period is fixed as the bid period and BRLM conducts awareness
campaigns like advertisement, road shows etc.
5. The BRLM appoints a syndicate member, a SEBI registered intermediary to
underwrite the issues to the extent of “net offer to the public”.
6. The BRLM is entitled to remuneration for conducting the Book Building process.
7. The copy of the draft prospectus may be circulated by the BRLM to the
institutional investors as well as to the syndicate members.
8. The syndicate members create demand and ask each investor for the number of
shares and the offer price.
9. The BRLM receives the feedback about the investor’s bids through syndicate
members.
10. The prospective investors may revise their bids at any time during the bid period.
11. The BRLM on receipts of the feedback from the syndicate members about the bid
price and the quantity of shares applied has to build up an order book showing the
demand for the shares of the company at various prices. The syndicate members must
also maintain a record book for orders received from institutional investors for
subscribing to the issue out of the placement portion.

mukesha.kr@indiatimes.com
12. On receipts of the above information, the BRLM and the issuer company
determine the issue price. This is known as the market-clearing price.
13. The BRLM then closes the book in consultation with the issuer company and
determine the issue size of (a) placement portion and (b) public offer portion.
14. Once the final price is determined, the allocation of securities should be made by the
BRLM based on prior commitment, investor’s quality, price aggression, earliness of bids
etc. The bid of an institutional bidder, even if he has paid full amount may be rejected
without being assigned any reason as the Book Building portion of institutional investors
is left entirely at the discretion of the issuer company and the BRLM.
15. The Final prospectus is filed with the registrar of companies within 2 days of
determination of issue price and receipts of acknowledgement card from SEBI.
16. Two different accounts for collection of application money, one for the private
placement portion and the other for the public subscription should be opened by the
issuer company.
17. The placement portion is closed a day before the opening of the public issue through
fixed price method. The BRLM is required to have the application forms along with the
application money from the institutional buyers and the underwriters to the private
placement portion.
18. The allotment for the private placement portion shall be made on the 2nd day from
the closure of the issue and the private placement portion is ready to be listed.
19. The allotment and listing of issues under the public portion (i.e. fixed price
portion) must be as per the existing statutory requirements.
20. Finally, the SEBI has the right to inspect such records and books which are
maintained by the BRLM and other intermediaries involved in the Book Building process

mukesha.kr@indiatimes.com
Book Building Process

Nominate Book Runner


Form Syndicate of Brokers, Arrangers,Underwriters, Financial Institutions, etc.
Submit Draft Offer Document to SEBI without mentioning Coupon Rate or Price
Circulate offer Document among the Syndicate Members
Ask for Bids on Price and Quality of Securities
Aggregate and forward all offers to Book Runner
Run the Book to maintain a record of Subscribers and their Orders
Consult with Issuer and Determine the issue Price as Weighted Average of the Offers
Received
Firm up Underwriting Commitments
Allot Securities Among Syndicate Members
Securities Issued and Listed
Trading Commences on Exchanges
Steps involved in Book Building Process:
Regulatory Framework
The Book Building guidelines were first introduced by SEBI in 1995 (clarification XIII,
dated 12.10.95) for optimum price discovery of corporate securities. The SEBI, from time
to time modifies the guidelines in order to upgrading the existing mechanism. The SEBI
in its press release dated 7th September, 1998 prescribed the fresh guidelines for book
building mechanism after thorough modification and it was again modified in
2001(Circular No.2, dated 6.12.2001) and 2003(Circular No. 11, dated 14.08.2003).

mukesha.kr@indiatimes.com
Some of the guidelines of SEBI are:
1. In January 2000, SEBI has issued a compendium of guidelines, circulars and
instructions to merchant bankers relating to issue of capital, including those on the book-
building mechanism. The compendium includes a model time frame for book-building:
“After the price has been determined on the basis of bidding, statutory public
advertisements for a continuous three days containing, inter alia, the price as well as a
table showing the number of securities and the amount payable by an investor, based on
the price determined, shall be issued and the interval between the advertisement and issue
opening date should be a minimum of five days.”
2. The draft prospectus to be circulated has to indicate the price band within which the
securities are being offered for subscription. The bids have to be within the price bands.
Bidding is permissible only if an electronically- linked transparent facility is used. An
issuing company can also fix a minimum bid size. An initial bid can be changed before
the final rate is determined.
3. The Prospective bidders were advised to read the “Red herring prospectus” carefully.
According to the Act, a “Red herring prospectus” means a prospectus that does not have
complete particulars on the price and the quantum of securities offered.
4. The year 2000, Amendment to the Act gave legal cloak to the book-building route by
allowing circulation of the information memorandum and the red herring prospectus.
According to the Act, a process is to be undertaken prior to the filing of a prospectus by
which a demand for the securities proposed to be issued by a company is elicited, the
price and the terms of the issue of such securities are assessed by means of a notice,
circular, advertisement or document. Incidentally, the working group on the
Comprehensive Companies Bill, 1997 (since lapsed) had advocated introduction of book-
building. It defined the term as “an international practice that refers to collecting orders
from investment bankers and large investors based on an indicative price range. In capital
markets, with sufficient width and depth, such a pre-issue exercise often allows the issue
to get a better idea of the demand and the final offer price of an intended public offer.”

TOTAL PUBLIC ISSUE


(i.e.net offer to the public)
BOOKBUILDING METHOD
75% of the public issue can be offered to institutional investors who had participated in
the bidding process.
FIXED PRICE METHOD
25% of the public issue can be offered to the public through prospectus and shall be
reserved for
allocation to individual investors who had not participated in the bidding process.
5. SEBI (Disclosure and Investor Protection) Guidelines, 2000 contains provisions for
book building under chapter XI that includes guidelines for 75 per cent book- building
process, 100 per cent book-building process, disclosure requirements,
allocation/allotment procedure and maintenance of books and records.
According to the SEBI, a public issue through Book Building route should consist of two
portions:
(a) The Book Building portion and
(b) The fixed price portion.
The fixed price portion is conducted like normal public issues (conventionally followed
earlier) after the book built portion during which the issue price is fixed after the bid
closing date. Basically, an issuer company proposing to issue capital through book
building shall comply with the guidelines prescribed by SEBI. However, the main theme
of SEBI guidelines regarding book building can be presented at a glance in the following
manner:
1.75% Book Building process: Under this process 25% of the issue is to be sold at a
fixed price and the balance 75% through the Book Building process.
75% Book Building Process

mukesha.kr@indiatimes.com
2.Offer to public through Book building process: The process specifies that an issuer
company may make an issue of securities to the public through prospectus in the
following manner:
a. 100% of the net offer to the public through book-building process, or
b. 75% of the net offer to the public through book-building process and 25% of the net
offer to the public at the price determined through book building process.
100% of the net offer to the public through 100% Book Building process

Financial Daily from THE HINDU group of publications


Monday, Nov 24, 2003

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What is book building?


S. D. Bala Navigating with k
bosses
BOOK building is a technique used for marketing a public offer of
equity shares of a company. In broad terms, the process is as follows:
Decision is taken by the company on the quantum of funds to be raised Intellectual proper
big business
from the market, by way of equity shares, and the likely timing;
Merchant banker is associated, and a draft prospectus, excepting issue
price, is prepared and placed with SEBI;
What is book build
The draft placed with SEBI also indicates that the issue price is to be
decided through the book-building process;
Great results come
Bids are invited from prospective investors (which is indicative of great people
price range) as to the likely number of shares that they would be ready
to subscribe and `the price' at which they will take up subscription;
A time-period is determined during which the bids will be received;
After expiration of time period, these bids are evaluated and a price is
determined;
The issue price is then decided and SEBI kept informed;
Twenty-five per cent of the total issue is offered to the public (an
element of reservation is also possible);
The balance 75 per cent can be covered by accepting the bids received
at the evaluated price.
The book-building process allows for price and demand discovery.
Also, the costs of the public could be kept at minimum, and the time
taken for completing the process is relatively shorter than a normal
public issue. In a normal public offering, the demand for shares, that is,
how many shares will be subscribed for, would not be known in
advance.
The likely demand for shares (as also the likely price) can be estimated
more realistically under book-building, and if there were to be no bids,
the issue can even be deferred.
Establishing an MF
IN ESTABLISHING a mutual fund, at the minimum three entities are
involved: a sponsor company; a trustee company; and an asset
management company (AMC or investment managers).
In addition, a fourth entity, an entity to act as Custodian is also
associated by the MF.
SEBI compliance: A mutual fund is required to be registered with the
Securities and Exchange Board of India (SEBI) before it can collect
funds from the public. All mutual funds are governed by the same set
of regulations and are subject to monitoring and inspections by SEBI.
MF-SEBI approval: The sponsor is the entity that promotes the MF. A
mutual fund is set up in the form of either a trustee company, or a trust
under the Indian Trust Act. The trust is established by one or more
sponsors, and their position is similar to that of a promoter of a
company. The trustees of the mutual fund hold its property for the
benefit of the unit holders. This board of trustees, acts as an umbrella
organisation (and as MF) that floats various schemes.
The AMC — compliance with the Companies Act, 1956 and SEBI
approval: The AMC is set up as a limited liability company and is
approved by SEBI. The minimum net worth prescription for the AMC
is Rs 10 crore. This AMC manages the funds by making investments in
various types of securities.
The custodian: Registered with SEBI, the custodian holds the securities
of various schemes of the fund in its custody. The trustees are vested
with the general power of superintendence and direction over AMC.
They monitor the performance and compliance of SEBI regulations by
the mutual fund.
SEBI regulations require that at least two-thirds of the directors of the
trustee-company or board of trustees must be independent, that is, they
should not be associated with the sponsors. Also, 50 per cent of the
directors of AMC must be independent.
Treasury bills
POPULARLY known as T-Bills, these are short term, discount debt
instruments, maturing in a period of less than one year. Such
instruments are issued by the RBI, both for absorbing surplus, if any, in
the money market, and for providing a safe avenue to wholesale
investors such as banks and State governments. T-Bills are virtually
risk-free. The risk of inflation during a 360-day period affecting the
real interest rates cannot be eliminated even under T-Bills.
Up to first half of 2001, the RBI was issuing T-Bills of four different
maturities — 14-day bills, 91-day bills, 182-day bills and 364-day
bills.
The RBI raises funds through these debt instruments and the interest
rate decided under a weekly auction process, enabling the RBI to
accept a bid which is the lowest, although non-competing bids made by
State governments are also accepted. After June 2001, however, the
auctions of 14- and 182-day T-Bills stood deferred.
By this, the RBI has synchronised the dates of payment for both 91-day
and 364-day T-Bills, such that they mature for payment on the same
date.
Together they provide adequate fungible stock of T-Bills of varying
maturities in the secondary market. The market-clearing yields and the
increased floating stock which are fungible are expected to activate the
secondary market in T-Bills which form a sizeable portion of
outstanding government debt. Currently, the notified amounts in the
auctions of 91-day T-Bills is Rs 500 crore.
The yield on T-bills serves as a benchmark for evaluating other long-
dated bonds, as also the risk-free rate of return in assessing the market-
premium on risk-bearing securities.
Credit rating
CREDIT rating means an assessment carried out from the limited
standpoint of credit-risk evaluation, translated into a current opinion —
as on a specific date — on the quality of a specific debt-security issued
or an obligation undertaken by an enterprise in terms of the ability and
willingness of the obligant to meet principal and interest payments on
the rated debt instrument in a timely manner.
In some cases, credit rating is also accorded for the issuer-entities,
rather than on the debt instrument per se.
The importance of these opinions to investors, and other market
participants, and the influence of these opinions on the securities
markets have significantly increased over time.
This is on account of the increase in the number of issues, and the
advent of new and complex financial products, such as asset-backed
securities and credit derivatives.
Credit rating does not mean a general purpose evaluation of either the
credit or performance of the rated entity (although ratings may be
relevant for an entity per se), nor does it mean a recommendation from
or by the rating agency to invest or not to invest in a debt instrument,
shares or debentures
Credit ratings are sought by issuers, for a variety of reasons. Issuers
need to meet regulatory requirements, for example, SEBI guidelines
provide mandatory rating of debt-instruments in many areas. In
addition, the issuers recognise the fact that prospective investors place
a value on the ratings and this, in turn, will affect their ability to raise
debt or equity capital.
Market acceptance of an agency's ratings is directly linked to an
agency's perceived credibility in the market. Potential investors do face
entry barriers, if their perception of credibility of a rating agency were
to be low. In the Indian context, market participants have, over the last
decade and a half, gained well-informed and adequate exposure to
credit rating concepts, methodologies and utility, and the size of the
debt market has registered remarkable growth.
The credit-rating process involves the following:
Request from issuer and analysis by a team;
Reference being made to a rating committee;
Communication of rating committee's decision to management and
appeal;
Pronouncement of the rating, where the rating decision is accepted by
the issuer, the agency makes a public announcement of the assigned
rating to subscribers, local and international news media;
Monitoring of the assigned rating — the rating agencies monitor the
on-going performance of the issuer and the economic environment in
which it operates. All ratings are placed under continuous surveillance.
Even where there is no obvious reason to change the rating, the
agencies follow the routine of an annual review which involves a
meeting with the issuer, for updating the information content; and
Rating watch: This is a process by which ratings assigned to a security
or issue is listed under rating watch. Such a listing highlights an
emerging situation and can be designated positive, developing, or with
negative implications. Rating watch is followed by a full-scale review,
in order to either confirm or change the original rating.
Green shoe option
THE term `green shoe' is derived from the fact that over-allotment
option technique was first used in the initial public offer of securities of
a company called The Green Shoe Company.
In international parlance, it is sometimes called an over-allotment
option and again internationally, this provision gives either the
members of a syndicate of underwriters to buy, or the issuer to sell,
additional shares at the original offer price (even after the issue is
closed)
In the Indian context, however, it has a limited connotation. An option
or choice is vested in an issuer raising funds from the market (either
debt or shares), to retain a portion of the additional amounts subscribed
by the investors, and make the allotment, beyond the levels initially
envisaged. SEBI guidelines governing public issues contain
appropriate provisions for accepting over-subscriptions, subject to a
ceiling, say, 15 per cent of the offer made to public.
A hypothetical case would be:
XYZ Ltd announces a public issue of 100,000 shares of Rs 10 each at
par, payable fully on application. The company may receive
applications for 200,000 shares. In other words, the response from the
public has been encouraging, and the company may allot 1,15,000
shares (15 per cent above the initially indicated level), rather restricting
the allotment to 1,00,000 shares. The fact that such an option would be
exercised by the issuer will have to be brought out in the prospectus.
In certain situations, the green-shoe option can even be more than 15
per cent. Consider the following:
a) IDBI had come up earlier with their Flexi bonds (Series 4 and 5).
This is a debt-instrument. Each of the series was initially floated for Rs
750 crore. SEBI had permitted IDBI to retain an excess of an equal
amount of Rs 750 crore.
b) Similarly, ICICI had launched their first tranchè of safety bonds
through unsecured redeemable debentures of Rs 200 crore, with a
green-shoe option for an identical amount. In both these cases, the
debt-issuer could raise additional funds at a given rate (prevailing at
the material time), by exercising the green-shoe option.
c) More recently, Infosys Technologies had exercised the green-shoe
option to purchase up to 782000 additional ADSs, representing
391,000 equity shares. This offer initially involved 5.22 million
depository shares, representing 2.61 million domestic equity shares.
On the negative side, in a debt-issue with green-shoe option exercised,
the debt-servicing ability of the issuer could come under severe
pressure, even if the repayment is by raising fresh debt-capital at a
future date. In the case of equity shares, an issuer planning to list a
share at a given price, in the hope of a rise soon after listing, may (if
the green-shoe option is exercised) find the share prices ruling at lower
than expected levels — since, the denominator (number of shares)
changes without a significant or corresponding change in the market
expectations of total capitalisation.
Project appraisal
PROJECT appraisal normally involves feasibility evaluation from
technical, commercial, economic and financial angles. Under
conditions of inflation, the project cost estimates that are relevant for a
future date will suffer escalation.
a) Hence, it is always prudent to make adequate provision to take into
account possible escalations, covering all heads of costs, keeping in
view the anticipated inflation rate, during project implementation and
subsequent gestation periods. This includes an evaluation of the
adequacy or otherwise of depreciation charge, since the normal
depreciation may not be adequate to take care of replacement costs.
b) Sources of finance have to be tested for possible revision in interest
rates which, in turn, will cause a dent on profitability
c) Based on both (a) and (b), profits and cash flow estimates will have
to be readjusted, to assess financial justification for undertaking the
project
d) The cash flow streams of the project as also the discount rate applied
to evaluate the present value of future cash flows should be comparable
and compatible.
e) If the cash flow streams are in money-terms (inflation included),
then the discount rate should be adjusted for inflation risk, and discount
rate should also be in money terms. Alternatively, the over all capital
budgeting exercise will be subjected to inflation adjusted discount
rates, to see if the resultant net present value is positive.
In this connection, it is useful to remember that 1+real rate x
1+inflation rate, will provide inflation adjusted discounted rate. In
either case, the decision-maker ought to be scrupulously consistent in
determining the cash flow streams and the discount rate on compatible
terms (be it real, or money rate)
f) If mutually exclusive projects are considered, projects with early
paybacks (discounted paybacks) should be preferred over others with
longer pay periods
Despite these adjustments, and careful readjustments to cash-flow
analysis, there may still be difficulties:
In anticipating realistically, the `rate of inflation' that may occur in one
or more future periods
The acuteness or severity of a negative impact, if any, on demand for
products (which is a core factor for determining future cash flows)
These difficulties, which cannot be easily ignored, are handicaps in
tackling appraisal of a project under inflationary conditions.
(Concluded)
(Suggested answers to the November 2003 CA (Final) paper on
management and financial analysis.)
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