Final Results

Graphite Enterprise Trust PLC 15 March 2007 GRAPHITE ENTERPRISE TRUST PLC UNAUDITED PRELIMINARY STATEMENT OF RESULTS FOR THE YEAR TO 31 DECEMBER 2006 HIGHLIGHTS OF THE YEAR Net asset value per share +14.1% Realisations £88.9m New investments £80.3m New commitments £134.6m Share buy-backs £9.6m FINANCIAL RESULTS 2006 2005 Change Net asset value per share 454.6p 398.4p +14.1% Share price 386.0p 364.3p +6.0% Total dividends per share * 6.5p 8.8p -26.1% * 2006: proposed final dividend of 6.5p. 2005: final dividend of 4.3p plus special dividend of 4.5p PERFORMANCE Years to 31/12/06 1 3 5 10 Net asset value per share +14.1% +57.2% +59.6% +217.2% Share price +6.0% +73.7% +68.9% +213.2% FTSE All-Share Index +13.2% +45.9% +27.6% +60.0% Chairman's Statement Overview In 2006 the net asset value per share of Graphite Enterprise Trust PLC (' Graphite Enterprise') rose by 14.1% from 398.4p to 454.6p. This compares with the increase in our benchmark, the FTSE All-Share Index, of 13.2% in the year. At the year end shareholders' funds were £374.3 million. The share price rose by 6.0%. This reflected a widening of the discount between the share price and the underlying net asset value from 8.6% at the beginning of the year to 15.1% at the end. At both times the discount was outside its normal range for the year: the average discount in 2006 (measured quarterly) was 11.7%. The objective of Graphite Enterprise is to provide shareholders with long term capital growth. In the five years to 31 December 2006, the net asset value per share rose by 59.6% and the share price rose by 68.9%. These movements compare with an increase in the FTSE All-Share Index of 27.6%. Ten year performance has also been strong, with increases of 217.2% in the net asset value per share, 213.2% in the share price, by comparison with 60.0% in the FTSE All-Share Index. The increase in net asset value in 2006 was driven by realisations. The largest gains came from disposals of management buy-out and infrastructure investments. There were also gains in the company's option over the FTSE 100 Index and in the mezzanine and quoted portfolios. Following an exceptional period for realisations, Graphite Enterprise was highly liquid in 2005, holding substantial cash and near-cash balances. To address this we increased the rate of commitments to funds, purchased the option over the FTSE 100 Index and used share buy-backs extensively. We continued with all these initiatives in 2006, with the result at the year end that the company was 54.1% invested with a further 35.6% exposed to the FTSE 100 Index. Outstanding commitments to the portfolio exceeded cash and near cash by £52.9 million, or 13.9% of net assets. Portfolio Realisations from the investment portfolio remained at a high level in 2006. The total capital proceeds of £88.9 million represented 51.0% of the value of the portfolio at the beginning of the year. This continued the pattern of the previous two years, in both of which proceeds exceeded 50% of opening value, and contrasts with the average over the previous seven years of 31%. Market conditions remained favourable for realisations which came from all parts of the portfolio. Total net realised and unrealised gains from the investment portfolio were £40.4 million, of which more than half was generated by funds. Additions to the investment portfolio rose by 76.5% to £80.3 million in 2006. The new investments were mainly in management buy-outs, with a broad spread in size and sector, and a focus on Western Europe. The increase in the investment rate was largely attributable to draw downs of fund commitments made in 2005 and 2006. Commitments to funds, mainly in the large European buy-out market, continued at a high level in the year. We made total new commitments of a record amount of £134.6 million, following commitments of £100.0 million in 2005. Balance Sheet At 31 December 2006, the company's net assets were £381.0 million of which £206.2 million (54.1%) was in the investment portfolio. The company had £145.1 million of cash and near cash, and the option over the FTSE 100 Index was valued at £29.7 million. The option gave the company exposure of £135.7 million (35.6% of net assets) to the FTSE 100 Index, leaving assets of £39.1 million (10.3% of net assets) effectively uninvested. Following the substantial increase in the level of commitments to funds over the last two years the proportion of the assets in the investment portfolio has begun to rise, but the impact has been reduced by the high level of realisations. If realisations over the last three years had been at the same level as in the previous seven and nothing else had changed, the investment portfolio would have accounted for 76.5% of net assets at the end of 2006. Commitments As the timing of new investments and realisations in an unquoted portfolio is unpredictable, the level of investment cannot be controlled precisely. To ensure that realisation proceeds from the portfolio are reinvested, it is necessary to make commitments to funds exceeding the level of available cash. Graphite Enterprise has committed £234.6 million to funds over the last two years of which £55.2 million had been drawn down by the end of 2006. We expect to make substantial new commitments again this year. As existing and new commitments are drawn down, the company should become more fully invested. Outstanding commitments had risen to a record level of £198.0 million by December 2006. This represented £52.9 million more than cash and near cash balances of £145.1 million, or an overcommitment level of 13.9% of net assets. FTSE Option We bought the option over the FTSE 100 Index in October 2005 in order to address the risk of underperformance which would result from holding high levels of cash in a rising market. The cost of the option was £14.0 million and had the effect of giving Graphite Enterprise an exposure of £120 million to the FTSE 100 Index for three years. Between the date of purchase in October 2005 and 31 December 2006 the FTSE 100 Index rose 21.0% to 6,221. The value of the option, which does not track the movement in the index precisely until the date of maturity, had increased from £14.0 million to £29.7 million. The total gain was therefore £15.7 million of which £9.5 million arose in 2006. Share buy backs For a number of years we have followed the policy of enhancing shareholder returns by buying back shares when they are available in reasonable volumes at an attractive discount, while maintaining sufficient liquidity for new investments. Buy back powers were first granted by shareholders in 2000, since when the company has purchased a total of 13.4 million shares at a total cost of £40.4 million. In 2006 we bought back 2.5 million shares at prices between 356p and 391p per share. This represented 3.0% of the opening share capital. The total cost was £9.6 million and the average discount was 10.0%. Net asset value per share was enhanced by 2.3p per share as a result of the buy backs. In January 2007 we bought back a further 1.7 million shares for a total cost of £6.6 million. At the AGM in 2006 shareholders renewed the company's powers to buy back shares. They also gave approval, by disapplying existing shareholders' pre-emption rights, to make it practical for the company to hold shares in treasury. Resolutions will be put to the AGM this year to renew both authorities. Income statement and dividend Profit after tax attributable to shareholders for the year was £49.4 million, or 58.66p per share. The capital return was £43.1 million or 51.22p per share and the revenue return, from which dividends are paid, was £6.3 million or 7.44p per share. After an exceptional year in 2005, the flow of income remained strong in 2006 although it was at a lower level than in the previous year. The cash and near cash investments held by the company were the main source of income. The board is proposing a dividend of 6.5p per share. This represents an increase in the final dividend of 51.2%, which had been maintained at 4.3p per share for the previous eight years. As the company also paid a special dividend of 4.5p in 2005, total dividends will fall by 26.1% from 8.8p to 6.5p. Looking forward, income from cash and near-cash investments is likely to fall as the company becomes more fully invested and it may not be replaced by additional income from the investment portfolio. This may have an impact on the level of dividend, but it will be possible to smooth any fall by using the revenue reserves which will represent 12.1p per share after the payment of the proposed dividend. Outlook When Graphite Enterprise was launched in 1981 the private equity market was a tiny fraction of its current size and it was virtually invisible to the public eye. In 2006 a record amount, estimated at around £230 billion, was raised for private equity funds worldwide. The media focus on the sector has become intense, particularly following the acquisition by private equity funds of large companies with household names, and a lively public debate is under way. It is too early to judge the outcome of this debate, but it seems unlikely that it will significantly undermine the advantages of investing in private equity. There has also been much recent discussion of overheating in the private equity market, including claims that valuations have been driven to unsustainable heights by the availability of cheap debt. Valuations and borrowings have undoubtedly risen, so that a fall in the economy or in the appetite of lenders would be likely to result in a setback to the private equity market. In the absence of such a fall, however, the outlook for the private equity market over the next twelve months is positive and we expect activity levels to remain high. John Sclater March 2007 Manager's Review In 2006 disposals from the investment portfolio remained at a high level of £88.9m (2005: £86.2 million) representing 51% of its opening value. Additions increased from £45.5 million in 2005 to £80.3 million in 2006. Taking into account net gains of £40.4 million, the investment portfolio ended the year with a value of £206.2 million, by comparison with £174.4 million at the beginning. These movements, and the movement in the value of the FTSE Option, are shown in the table below. 2006 £m Opening Additions Disposals Gains and Closing value losses value Investment portfolio 174.4 80.3 (88.9) 40.4 206.2 FTSE Option 20.2 - - 9.5 29.7 Total portfolio 194.6 80.3 (88.9) 49.9 235.9 Disposals Favourable conditions both in the UK and in continental Europe resulted in disposals across all parts of the investment portfolio. UK and European mid-market buy-outs and UK infrastructure investments contributed most to the total disposals of £88.9 million. Disposals from funds accounted for £61.4 million, or 69.1% of the total, with the balance coming from direct investments. The disposals in the table below are analysed by sector and geography. 2006 £m UK Continental Rest of world Total Europe Mid-market buy-outs 29.3 24.3 - 53.6 Large buy-outs - 4.7 0.6 5.3 Small buy-outs 0.2 - - 0.2 Infrastructure 18.2 - - 18.2 Mezzanine 2.1 7.4 - 9.5 Quoted 2.0 - 0.1 2.1 Total 51.8 36.4 0.7 88.9 The largest disposal of an individual company was U-POL, which was sold in January. Graphite Capital led this UK mid-market buy-out investment in the automotive accessories sector in 2002. The investment generated total proceeds of £14.2 million over its life, representing a multiple of 3.2 times cost and an internal rate of return of 55.2%. Elsewhere in the mid-market buy-out sector, the sales of Aster City and the refinancing of Preh each generated proceeds of £5.8 million. In the infrastructure sector, the profitable disposal of a number of projects generated a total of £18.2 million. Additions The 76.5% rise in the level of additions to the investment portfolio from £45.5 million in 2005 to £80.3 million in 2006 was largely the result of two factors. First, the private equity market enjoyed a high overall level of activity and secondly drawdowns from funds rose following the sharply increased commitments in 2005. Funds accounted for £62.7 million or 78.1% of the total, with four new co-investments alongside mid-market buy-out funds and smaller follow-on investments making up the remaining £17.6 million (21.9%). The table below analyses the additions during the year: 2006 £m UK Continental Rest of world Total Europe Mid-market buy-outs 36.7 3.6 - 40.3 Large buy-outs 4.9 16.2 1.0 22.1 Small buy-outs 5.7 - - 5.7 Infrastructure 4.4 - - 4.4 Mezzanine - 6.7 - 6.7 Quoted - - 1.1 1.1 Total 51.7 26.5 2.1 80.3 Co-investments accounted for the four largest investments in the year. We invested £8.2 million in Micheldever, the UK's leading independent tyre distributor, and £7.2 million in Cinque Ports, since renamed to Park Holidays UK, the third largest holiday home and caravan group in the UK. We made both of these investments through Graphite Capital Partners VI and alongside the fund as co-investments. Alongside funds managed by Penta Capital we invested £4.4 million in Ossian Retail, which has a chain of women's fashion stores and a chain of homeware stores. Both through and alongside Bowmark Capital Partners III we invested £4.4 million in Design Objectives, a designer and distributor of papercraft products. Commitments Total outstanding commitments rose by 34.1% to £198.0 million in the year. New commitments exceeded drawdowns and other movements by £50.3 million during the year. We made total commitments of £134.6 million (2005: £100.0 million) to eleven funds during the year. The focus was on large European buy-out funds as we continued to balance our substantial existing exposure to mid-market buy-outs with larger buy-outs. We also made our first commitment to a US fund for many years. The table below gives details of the commitments during the year. Fund Investment type Focus Total fund Commitment size £m £m Fourth Cinven Fund Large buy-outs Europe 4,379 20.4 Doughty Hanson & Co V Large buy-outs Europe 2,021 16.9 Charterhouse Capital Partners VIII Large buy-outs Europe 2,695 13.9 Euromezzanine 5 Mezzanine France 444 13.9 TDR Capital Fund II Large buy-outs Europe 1,347 13.8 Terra Firma Capital Partners III Large buy-outs Europe 3,504 13.8 Madison Dearborn Capital Partners V Large buy-outs US 3,321 13.0 CVC Tandem Fund Large buy-outs Europe 2,695 10.1 Arcadia II Medium-sized buy-outs Germany 168 10.1 Other 8.7 Total 134.6 Geographic distribution At 31 December 2006, 72.1% (2005: 67.5%) of the investment portfolio of £206.2 million was in the UK, with 25.4% (2005: 30.1%) in continental Europe and 2.5% (2005: 2.4%) elsewhere. We expect to continue to make the majority of investments in the UK and continental Europe, although the proportion invested in North America is likely to increase from its current low base. Country / region % of total investment portfolio UK 72.1 % France 11.3 % Germany 4.3 % Spain 4.0 % Other European countries 5.8 % Rest of world 2.5 % Total 100.0 % Sector analysis The portfolio continues to be widely diversified. At 31 December 2006 the largest exposures were again to the business services and the consumer goods and services sectors which represented 21.5% and 21.2% of the portfolio respectively (2005: 25.5% and 16.3% respectively). The absolute amount invested in the business services sector remained similar to 2005, while additions in excess of disposals during the year increased the exposure to both the consumer goods and services and the leisure sectors. The advertising and recruitment sector benefited from valuation uplifts, whilst exposure to manufacturing and engineering was reduced through disposals. Sector % of total investment portfolio Business services 21.5% Consumer goods and services 21.2% Leisure 12.4% Manufacturing and engineering 9.6% Advertising and recruitment 7.8% Construction and building supplies 6.9% Merchant banking and finance 6.2% Retailing 5.2% Other 9.2% Total 100.0% Investment type The main focus of the portfolio remains on equity-based investments in medium-sized management buy-outs and similar transactions. These accounted for 59.6% of the portfolio at 31 December 2006 (2005: 63.8%). Large and small buy-outs comprised 16.4% and 3.7% of the portfolio respectively (2005: 11.6% and 2.4%). Following the substantial commitments to large buy-out funds in the past two years we expect this category to continue to increase. Mezzanine and infrastructure investments represented 6.4% and 3.1% of the portfolio respectively (2005: 8.2% and 4.7%). A further 10.8% of the portfolio (2005: 8.7%) was held in quoted companies previously held as unquoted companies before flotation. The portfolio is therefore concentrated in mature companies and we expect it to remain so. Type % of total investment portfolio Medium-sized buy-out 59.6% Large buy-out 16.4% Quoted 10.8% Mezzanine 6.4% Small buy-out 3.7% Infrastructure 3.1% Total 100.0% Year of investment In the vintage year table below, value is allocated to the year in which Graphite Enterprise first invested in each company or project. The acceleration in the rate of investment in 2006, as well as the continuing high level of realisations, have resulted in new investments in the last year making up nearly one third (32.0%) of the investment portfolio (2005: 18.7%). However there is a similarly high proportion of investments (32.9%) which are more than five years old (2005: 26.3%). Year % of total investment portfolio 2006 32.0% 2005 14.4% 2004 9.0% 2003 6.4% 2002 5.3% 2001 and before 32.9% Total 100.0% Investment activity in 2007 In the first two months of 2007 additions of £16.8 million substantially exceeded realisations of £5.5 million. Large buy-outs in continental Europe accounted for most of the new investments. We have made no new commitments to funds since the year end, but are currently considering a number of opportunities. Graphite Capital March 2007 For further information, please contact: Rod Richards / William Eccles Tel: 020 7825 5300 Graphite Capital The 30 largest underlying investments The table below presents the 30 companies in which Graphite Enterprise has the largest investments by value at 31 December 2006. Those investments may be held directly, through funds, or in some cases both. Values have been attributed to investments held through funds by allocating the total value of Graphite Enterprise's interest in each fund in proportion to the gross value of each company in that fund's accounts. Values are shown as a percentage of the total investment portfolio of £206.2 million. Entity Year of Country / Value as a % of investment region investment portfolio 1 Cinque Ports 2006 UK 5.2% Operator of caravan parks 2 Micheldever 2006 UK 4.0% Independent distributor of tyres 3 Huntress Search 2000 UK 3.9% Recruitment consultancy 4 Go Plant 1995 UK 3.8% Operator of road sweeping vehicles 5 OPD Group* 1991 UK 3.7% Group of specialist recruitment agencies 6 Wagamama 1996 UK 3.3% Chain of Japanese noodle restaurants 7 Standard Brands 2001 Europe 3.3% Manufacturer of branded firelighters 8 Intermediate Capital* 1989 Europe 3.3% Provider of mezzanine finance 9 Kwik-Fit 2005 Europe 2.4% Provider of automotive fast-fit services 10 Applied Energy 2001 UK 2.3% Manufacturer of ventilation and heating products 11 Weetabix 2004 Global 2.2% Manufacturer of breakfast cereals 12 Ossian Retail Group 2006 UK 2.1% Retailer of female fashion and homewares Entity Year of Country / Value as a % of investment region investment portfolio 13 Design Objectives 2006 UK 2.1% Designer and distributor of papercraft products 14 NES Group 2006 UK 1.9% Recruitment agency for technical contractors 15 Leading Edge 2003 UK 1.9% Printer of self adhesive labels and packaging 16 Golden Tulip 2002 UK 1.6% Developer and manager of hotels 17 Computacenter* 1985 UK 1.5% Provider of IT equipment and services to large organisations 18 Avery Healthcare 2005 UK 1.3% Owner and operator of care homes for the elderly 19 PIFC 2002 UK 1.3% Pensions and employment benefits consultancy 20 Bridgewell* 2001 UK 1.2% Provider of corporate finance and broking services 21 Aktrion 2004 UK 1.1% Provider of managed outsource services 22 Segur Iberica 2004 Spain 1.0% Provider of security services and products 23 Spie 2006 France 1.0% Provider of technical contracting services 24 TMP 2006 UK 0.9% Provider of recruitment, advertising and related services 25 Integrity Software 2005 UK 0.9% Provider of software to niche retailers Entity Year of Country / Value as a % of investment region investment portfolio 26 Hellermann Tyton 2006 UK 0.9% Manufacturer of solutions for communication networks 27 Elior SA 2006 France 0.9% Provider of contract catering and facilities management services 28 Perstorp 2005 Europe 0.9% Manufacturer of specialty chemicals 29 Moeller 2005 Germany 0.9% Supplier of electrical components 30 JT Frith 2004 UK 0.9% Operator of discount warehouses Total of the 30 largest underlying investments 61.7% *Quoted The 15 largest fund investments The largest funds by value at 31 December 2006 are set out below. Fund Outstanding Year of Country / commitment £m commitment region Value £m 1 Graphite Capital Partners VI Medium-sized buy-outs 17.8 2003 UK 28.9 2 Doughty Hanson & Co IV Medium-sized and large buy-outs 3.4 2005 Europe 11.2 3 PAI Europe IV Large buy-outs 9.7 2005 Europe 8.9 4 Candover 2005 fund Large buy-outs 12.2 2005 Europe 7.5 5 Corpfin Capital Fund II Medium-sized buy outs - 2000 Spain 7.0 6 Euromezzanine 5 Mezzanine loans to medium sized buy-outs 7.0 2006 France 6.5 7 Activa Capital Fund Medium-sized buy-outs 2.2 2002 France 4.4 8 Euromezzanine 4 Mezzanine loans to medium sized buy-outs 0.4 2003 France 4.2 9 Deutsche Beteiligungs AG Fund IV Medium-sized buy outs primarily of 1.9 2000 Germany 4.1 manufacturers 10 Barclays European Infrastructure Fund Infrastructure projects 2.0 2002 UK 3.9 11 Piper Private Equity Fund III Small buy-outs of consumer businesses 0.8 2003 UK 3.9 12 Bowmark Capital Partners III Small buy-outs 2.5 2004 UK 2.9 13 Hicks Muse Tate & Furst Europe Fund Large buy-outs - 2000 Europe 2.8 14 HSBC Infrastructure Fund I Infrastructure projects 2.9 2001 UK/Europe 2.8 15 CVC European Equity Partners IV Large buy-outs 5.3 2005 Europe 2.7 Total of largest 15 fund investments 68.1 101.7 Percentage of total investment portfolio 49.3% GRAPHITE ENTERPRISE TRUST PLC Preliminary Statement (unaudited) for the year ended 31 December 2006 SUMMARY CONSOLIDATED BALANCE SHEET (unaudited) 2006 2005 At 31 December £'000s £'000s Unquoted investments 186,071 159,286 Quoted investments 20,073 15,065 206,144 174,351 FTSE 100 Call Option 29,760 20,254 Total investments held at fair value 235,904 194,605 Net current assets 145,051 149,924 Total assets less current liabilities 380,955 344,529 Minority interests (6,685) (6,389) Equity attributable to equity holders 374,270 338,140 SUMMARY CONSOLIDATED INCOME STATEMENT (unaudited) For the year ended 31 December 2006 2005 Revenue Capital Total Revenue Capital Total £'000s £'000s £'000s £'000s £'000s £'000s Gains and losses on 10,711 49,993 60,704 14,211 69,589 83,800 investments held at fair value Foreign exchange gains and - (705) (705) - (208) (208) losses 10,711 49,288 59,999 14,211 69,381 83,592 Expense Investment management charges (1,193) (3,578) (4,771) (1,117) (3,350) (4,467) Other expenses (920) (82) (1,002) (960) (288) (1,248) (2,113) (3,660) (5,773) (2,077) (3,638) (5,715) Profit before tax 8,598 45,628 54,226 12,134 65,743 77,877 Taxation (2,334) 1,071 (1,263) (3,193) 1,142 (2,051) Profit for the year from 6,264 46,699 52,963 8,941 66,885 75,826 continuing operations Attributable to: Equity shareholders 6,264 43,120 49,384 8,941 59,894 68,835 Minority interests - 3,579 3,579 - 6,991 6,991 Basic and diluted earnings 58.66p 78.84p per share CONSOLIDATED CASH FLOW STATEMENT (unaudited) For the year ended 31 December 2006 2005 £'000s £'000s Operating activities Sale of portfolio investments 88,904 86,248 Purchase of portfolio investments (79,680) (45,556) Purchase of FTSE 100 Call Option - (14,028) Income received from investments 4,398 6,634 Other income 6,733 6,688 Investment management charges paid (4,806) (4,356) Other expense (1,109) (1,123) Taxation (1,600) 312 Net cash inflow from operating activities 12,840 34,819 Financing activities Investments by minority interests 141 205 Distributions to minority interests (2,546) (5,414) Purchase of ordinary shares (7,515) (14,580) Equity dividends paid (3,650) (7,678) Net cash outflow from finance activities (13,570) (27,467) Net increase in cash and cash equivalents (730) 7,352 Cash and cash equivalents at beginning of year 150,871 143,727 Net increase in cash and cash equivalent (730) 7,352 Effect of changes in foreign exchange rates (705) (208) Cash and cash equivalents at end of year 149,436 150,871 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited) For the year ended 31 December 2006 2005 £'000s £'000s Total equity at the beginning of the year 344,529 296,088 Adoption of IAS 32 and IAS 39 - 83 * Profit attributable to equity shareholders 49,384 68,835 Profit attributable to minority interests 3,579 6,991 Total profit for the period and total recognised income and 52,963 75,909 expense Dividends to equity shareholders (3,650) (7,677) Purchase of ordinary shares (9,604) (14,580) Net distribution to minority interests (3,283) (5,211) Total equity at the end of the period 380,955 344,529 *The adoption of IAS 32 and IAS 39 increased shareholders' equity by £83,000 and had no impact on minority interests. The Directors propose a final dividend in respect of the year ending 31 December 2006 of 6.5p payable on 31 May 2007 to shareholders who are on the register of members on 20 April 2007. The above financial information comprises non-statutory accounts within the meaning of Section 240 of the Companies Act 1985. The financial information for the year ended 31 December 2005 has been extracted from published accounts for the year ended 31 December 2005, which have been delivered, to the Registrar of Companies and on which the report of the auditors was unqualified. The Annual General Meeting will be held at 11:30 a.m. on Thursday 24 May 2007 at The Richmond Room, The Washington Mayfair Hotel, 5/7 Curzon Street, London W1. The registered office of the Company is 4th Floor, Berkeley Square House, Berkeley Square, London W1J 6BQ. For the year ended 31 December 2006 copies of the audited Report and Accounts will be posted to shareholders on or about 17 April 2007 and copies may be obtained during normal business hours from the Company's registered office thereafter. By order of the Board Graphite Capital Management LLP Secretary 15 March 2007 This information is provided by RNS The company news service from the London Stock Exchange
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