IFRS RESTATEMENT

Nichols PLC 30 July 2007 IFRS RESTATEMENT Nichols plc today publishes its analysis of the impact of International Financial Reporting Standards (IFRS) on its results for 2006, together with a reconciliation from UK Generally Accepted Accounting Principles (UK GAAP) to IFRS. In Summary • Profit before taxation on continuing activities for the year ended 31 December 2006 has increased by £512,000 from £4,961,000 to £5,473,000. • Basic earnings per share for the year ended 31 December 2006 has increased from 15.94p to 17.10p • There is no impact on underlying cash flow. Restatement of financial information for 2006 under International Financial Reporting Standards (IFRS) Contents 1. Introduction 2. Basis of Preparation 3. First time adoption of IFRS 4. Review of the main changes arising from the transition from UK GAAP to IFRS 5. Restated unaudited preliminary comparative financial information 6. Statement of compliance 7. Accounting policies The following information is unaudited and may be subject to change. 1. Introduction Historically Nichols plc has prepared its consolidated financial statements in accordance with UK Generally Accepted Accounting Principles (UK GAAP). As a result of AIM rule changes, Nichols plc needs to prepare consolidated financial statements in accordance with International Financial Reporting Standards (IFRS). This change applies to all accounting periods beginning on or after 1 January 2007 for AIM listed companies. The group's first Interim Report under IFRS will be for the six months ended 30 June 2007 and its first Annual Report under IFRS will be for the year ended 31 December 2007. Prior period comparatives will be restated to comply with IFRS. These are shown in section 5 of this report. Summary of the financial effects of IFRS The main impact on the group's income statement is that goodwill is no longer amortised. Instead goodwill is to be reviewed for impairment annually. There have been a number of other effects but these are balance sheet reclassifications only. 2. Basis of Preparation The unaudited financial information presented in this document has been prepared on the basis of all International Financial Reporting Standards (IFRS) expected to be applicable for the group's 2007 reporting period. These are subject to ongoing review and possible amendment. Further standards and/ or interpretations may be issued that could apply to 2007. If any such amendments, new standards or new interpretations are issued these may require the financial information provided in this document to be modified accordingly. The group will also continue to review its accounting policies in light of emerging industry consensus on the practical application of IFRS. This could also mean that the financial information provided in this document may require modification until the first complete set of audited IFRS financial statements are completed for the year ended 31 December 2007. 3. First Time Adoption of IFRS The rules for first time adoption of IFRS are set out in IFRS 1 'First Time Adoption of International Financial Reporting Standards'. In general a company is required to define its IFRS accounting policies and apply them retrospectively. IFRS 1, does however, allow a company to take advantage of a number of exemptions from restating historical data in certain instances. The only exemption affecting the group is IFRS 3, which is set out below. i. IFRS 3 Business Combinations IFRS 3 prohibits merger accounting and the amortisation of goodwill. The standard requires goodwill to be carried at cost with impairment reviews both annually and when there are indications that the carrying value may not be recoverable. Under the transitional arrangements of IFRS 1 a company has the option of applying IFRS 3 prospectively from the IFRS transition date. Nichols plc has chosen this option rather than to restate all previous business combinations. Accordingly acquisitions prior to 1 January 2006 have not been restated for the effects of IFRS 3. The impacts of IFRS 3 and associated transition arrangements on Nichols plc are as follows: • All prior business combination accounting is frozen at the transition date and • The value of goodwill is frozen at 1 January 2006 and amortisation previously reported under UK GAAP is added back for 2006 IFRS restatements. The operating profit impact in 2006 is a reduction in the amortisation charge of £512,000. There is a corresponding deferred tax adjustment of £86,000. ii. IAS 19 Retirement Benefits The rules for IAS 19 are similar to those of FRS 17. The main difference is the accounting treatment of the deferred tax asset/ liability relating to the pension scheme asset/ liability. Under FRS 17 the pension scheme surplus or deficit is shown net of the related deferred tax. Under IAS 19 the pension surplus or deficit is shown separately from other net assets on the balance sheet and the deferred tax is shown with other deferred tax balances. iii. Presentation of the Financial Statements The financial information provided in this document has been presented in a manner consistent with the requirements of IFRS and thus the format of primary schedules such as the income statement (profit and loss account) and the balance sheet differ from those under UK GAAP. Generally the presentation rules of IFRS are less prescriptive than those under UK GAAP. The group has therefore endeavoured to interpret the IFRS requirements in a manner that provides users with clear and concise information. iv. Cash There is no impact upon the underlying cash balances within the business as a result of the adoption of IFRS. 4. Review of the Main Changes arising from the Transition from UK GAAP to IFRS The following explains the major adjustments from the transition to IFRS. It does not attempt to explain all adjustments, only those having a significant effect on the group's financial performance or financial position. i. IFRS 3 - Business Combinations Requirements of IFRS a) Under IFRS 3 goodwill is no longer amortised but is instead subject to annual impairment testing. b) IFRS 3 requires intangible assets to be identified separately from goodwill provided they meet the IFRS definition of an intangible asset and provided their fair value can be measured reliably. There are no significant separately identifiable assets within Nichols plc. Impact on the Group a) The group has reversed the goodwill amortisation charged in the UK GAAP accounts for the year ended 31 December 2006. Impact £'000s June 2006 December 2006 Impact on profit before tax +256 +512 Deferred tax -43 -86 Impact on profit for the year +213 +426 ii. IAS 19 - Retirement Benefits Requirements of the IFRS Under IAS 19 the pension deficit is no longer shown net of deferred tax and the deferred tax is shown with the other deferred tax balances. Impact on the Group Impact £'000s December 2005 June December 2006 2006 Impact on deferred tax +2,102 +2,102 +1,951 Impact on pension liability -2,102 -2,102 -1,951 5. Restated Preliminary Comparative Financial Information - Unaudited Consolidated Income Statement - Reconciliation For the half year ended 30 June 2006 UK GAAP Goodwill Pension IFRS 2006 ADJ ADJ 2006 £'000 £'000 £'000 £'000 Revenue 26,188 26,188 Cost of sales (12,050) (12,050) Gross profit 14,138 14,138 Operating expenses (14,058) 256 (13,802) Operating profit 80 256 0 336 Profit on disposal of non-current assets 128 128 Finance income 86 86 Finance charges (121) (121) Profit before tax 173 256 0 429 Taxation (336) (43) (379) Profit from continuing activities (163) 213 0 50 Profit on disposal of discontinued operations 2,038 2,038 Profit for the period 1,875 0 0 2,088 Earnings per share - basic 5.11p 5.69p Earnings per share - diluted 5.09p 5.67p Consolidated Income Statement - Reconciliation For the year ended 31 December 2006 UK GAAP Goodwill Pension IFRS 2006 ADJ ADJ 2006 £'000 £'000 £'000 £'000 Revenue 52,296 52,296 Cost of sales (24,764) (24,764) Gross profit 27,532 27,532 Operating expenses (22,757) 512 (22,245) Operating profit 4,775 512 0 5,287 Profit on disposal of non-current assets 128 128 Finance income 156 156 Finance charges (98) (98) Profit before tax 4,961 512 0 5,473 Taxation (1,152) (86) (1,238) Profit from continuing activities 3,809 426 0 4,235 Profit on disposal from discontinued operations 2,038 2,038 Profit for the period 5,847 426 0 6,273 Earnings per share - basic 15.94p 17.10p Earnings per share - diluted 15.92p 17.08p 2006 Interim Consolidated Balance Sheet - Reconciliation As at 30 June 2006 UK GAAP Goodwill Pension IFRS 2006 ADJ ADJ 2006 £'000 £'000 £'000 £'000 ASSETS Non-current assets Property, plant and equipment 4,053 4,053 Goodwill 9,248 256 9,504 Deferred tax asset - (43) 2,168 2,125 Total non-current assets 13,301 213 2,168 15,682 Current assets Inventories 3,053 3,053 Trade and other receivables 17,599 17,599 Cash and cash equivalents 2,448 2,448 Total current assets 23,100 23,100 Total assets 36,401 213 2,168 38,782 LIABILITIES Current liabilities Trade and other payables 11,979 11,979 Current tax payable 1,118 1,118 Total current liabilities 13,097 0 0 13,097 Non-current liabilities Retirement benefit obligations 4,406 2,102 6,508 Deferred tax liabilities (66) 66 0 Provisions 2,353 2,353 Total non-current liabilities 6,693 0 2,168 8,861 Total liabilities 19,790 0 2,168 21,958 Net assets 16,611 213 0 16,824 EQUITY Share capital 3,697 3,697 Share premium 3,255 3,255 Other reserves 511 511 Retained earnings 9,148 213 9,361 Total equity 16,611 213 0 16,824 2006 Consolidated Balance Sheet - Reconciliation As at 31 December 2006 UK GAAP Goodwill Pension IFRS 2006 ADJ ADJ 2006 £'000 £'000 £'000 £'000 ASSETS Non-current assets Property, plant and equipment 3,179 3,179 Goodwill 9,112 512 9,624 Deferred tax asset - (86) 1,978 1,892 Total non-current assets 12,291 426 1,978 14,695 Current assets Inventories 2,169 2,169 Trade and other receivables 12,364 12,364 Cash and cash equivalents 7,460 7,460 Total current assets 21,993 0 0 21,993 Total assets 34,284 426 1,978 36,688 LIABILITIES Current liabilities Trade and other payables 8,366 8,366 Current tax payable 598 598 Total current liabilities 8,964 0 0 8,964 Non-current liabilities Retirement benefit obligations 4,553 1,951 6,504 Deferred tax liabilities (27) 27 0 Provisions 1,211 1,211 Total non-current liabilities 5,737 0 1,978 7,715 Total liabilities 14,701 0 1,978 16,679 Net assets 19,583 426 0 20,009 EQUITY Share capital 3,697 3,697 Share premium 3,255 3,255 Other reserves 722 722 Retained earnings 11,909 426 12,335 Total equity 19,583 426 0 20,009 2005 Consolidated Balance Sheet - Reconciliation As at 1 January 2006 UK GAAP Goodwill Pension IFRS 2005 ADJ ADJ 2005 £'000 £'000 £'000 £'000 ASSETS Non-current assets Property, plant and equipment 13,563 13,563 Goodwill 9,504 9,504 Deferred tax asset - 1,305 1,305 Total non-current assets 23,067 1,305 24,372 Current assets Inventories 3,972 3,972 Trade and other receivables 14,592 14,592 Cash and cash equivalents 0 0 Total current assets 18,564 18,564 Total assets 41,631 1,305 42,936 LIABILITIES Current liabilities Bank overdraft 2,886 2,886 Loans and borrowings 2,672 2,672 Trade and other payables 11,202 11,202 Current tax payable 772 772 Total current liabilities 17,532 17,532 Non-current liabilities Loans and borrowings 750 750 Retirement benefit obligations 4,906 2,102 7,008 Deferred tax liabilities 797 (797) 0 Provisions 655 655 Total non-current liabilities 7,108 1,305 8,413 Total liabilities 24,640 1,305 25,945 Net assets 16,991 0 16,991 EQUITY Share capital 3,697 3,697 Share premium 3,255 3,255 Other reserves 551 551 Retained earnings 9,488 9,488 Total equity 16,991 0 16,991 6. Statement of Compliance IFRS 1 First Time Adoption of IFRS Adopted IFRS 2 Share Based Payments Adopted IFRS 3 Business Combinations Adopted IFRS 4 Insurance Contracts No impact on the financial statements IFRS 5 Non-current assets held for sale and Discontinued Operations No impact on the financial statements IFRS 6 Exploration and Evaluation of Mineral Resources No impact on the financial statements IFRS 7 Financial Instruments: Disclosures Adopted IAS 1 Presentation of Financial Statements Adopted IAS 2 Inventories Adopted IAS 7 Cash flow statements Adopted IAS 8 Accounting Policies, changes in accounting estimates and errors Adopted IAS 10 Events after the balance sheet date Adopted IAS 11 Construction Contracts Adopted IAS 12 Income taxes Adopted IAS 14 Segmental Reporting Adopted IAS 16 Property, Plant and Equipment Adopted IAS 17 Leases Adopted IAS 18 Revenue Adopted IAS 19 Employee Benefits Adopted IAS 20 Accounting for Government Grants and Disclosure of Government Adopted Assistance IAS 21 The effects of changes in Foreign Exchange rates Adopted IAS 23 Borrowing costs No impact on the financial statements IAS 24 Related party Disclosures Adopted IAS 26 Accounting and reporting of Retirement Benefit Plans Adopted IAS 27 Consolidation and Separate Financial Statements Adopted IAS 28 Investments in Associates No impact on the financial statements IAS 29 Financial Reporting in Hyperinflationary Economies No impact on the financial statements IAS 31 Interests in Joint Ventures No impact on the financial statements IAS 32 Financial Instruments: Presentation Adopted IAS 33 Earnings per share Adopted IAS 34 Interim Financial Reporting Adopted IAS 36 Impairment of Assets Adopted IAS 37 Provisions, Contingent Liabilities and Contingent Assets Adopted IAS 38 Intangible Assets Adopted IAS 39 Financial Instruments: Recognition and Measurement Adopted IAS 40 Investment Property No impact on the financial statements IAS 41 Agriculture No impact on the financial statements The following International Financial Reporting Interpretations Committee (IFRIC) pronouncements are effective but have not been adopted early by the group: IFRIC 8 Scope of IFRS 2 IFRIC 10 Interim financial reporting and impairment The following IFRIC pronouncements are not yet effective and have not been adopted early by the group: IFRIC 11 IFRS 2 group and treasury share transactions IFRIC 12 Service concession arrangements IFRIC 13 Customer loyalty programmes IFRIC 14 The limit on a defined benefit asset, minimum funding requirements and their interaction. 7. Accounting Policies Basis of preparation Year end consolidated financial statements will be prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB). The financial statements have been prepared on the historical cost basis. Historically Nichols plc has prepared its consolidated financial statements in accordance with UK Generally Accepted Accounting Principles (UK GAAP). As a result of AIM rule changes, Nichols plc needs to prepare consolidated financial statements in accordance with International Financial Reporting Standards. The comparative information has been restated in accordance with IFRS. The date of transition to IFRS is 1st January 2006. The accounting policies have been applied consistently by the group. The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from the estimates. The key estimates and assumptions applied by management are set out below: (i) future cash flows and discount rates used in the 'value in use' goodwill impairment test. (ii) assumptions on the expected life of share options, volatility of shares, risk free yield to maturity and expected dividend yield on shares used in the IFRS fair value of share options. (iii) for the defined benefit scheme, the main assumptions used by the actuary are the rate of increase in salaries, the rate of increase in pensions in payment, the discount rate and the rate of inflation. (iv) expected useful life of non-current assets. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Basis of consolidation The group financial statements consolidate those of the company and all of its subsidiary undertakings drawn up to 31 December 2007. Subsidiaries are entities over which the group has the power to control the financial and operating policies so as to obtain benefits from their activities. Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. All group companies have coterminous year ends. Acquisitions of subsidiaries are dealt with by the purchase method. The purchase method involves the recognition at fair value of all identifiable assets and liabilities at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated balance sheet at their fair values, which are also used as the bases for subsequent measurement in accordance with group accounting policies. Goodwill is stated after separating out identifiable assets. Goodwill represents the excess of acquisition costs over the fair value of the group's share of the identifiable net assets of the acquired subsidiary at the date of acquisition. The group has elected not to apply IFRS 3 Business Combinations retrospectively to business combinations prior to 1st January 2006. First time application of IFRS IFRS 1 'First Time Adoption of IFRS' sets out the procedures that the group must follow when it adopts IFRS for the first time as the basis for preparing its consolidated financial statements. The group has established its IFRS accounting policies as at 31 December 2007, and has applied these retrospectively to determine the IFRS opening balance sheet at its date of transition, 1 January 2006. This standard provides a number of optional and mandatory exemptions to this general principle. The only exemption adopted by the group is IFRS 3, which is set out below. Business combinations (IFRS 3) The group has elected not to apply IFRS 3 to the business combinations that took place before the date of transition. Accordingly, combinations prior to 1 January 2006 have not been restated. As a result the carrying value of goodwill is frozen as at 1 January 2006, but accounted for thereafter in accordance with IFRS. Revenue Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts, volume discounts and excluding VAT. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably and there is no continuing management involvement with the goods. Transfer of risks and rewards vary depending on the individual term of the contract of sale. For sales of soft drinks in the UK, transfer occurs when the product is despatched to the customer. However, for some international shipments transfer occurs either upon loading the goods onto the relevant carrier or when the goods have arrived in the overseas port. Share based payments The group issues equity-settled share based payments to certain employees. The fair value, determined at the date of grant, is recognised as an expense. The total amount to be expensed over the vesting period is determined with reference to the fair value of options granted, excluding the impact of any non market vesting conditions. Non market vesting conditions are included in the assumptions about the number of options expected to vest. At each balance sheet date the group revises its estimate of the number of options expected to vest. It recognises the impact of revisions to original estimates, if any, in the income statement, with a corresponding adjustment to equity. The proceeds received, net of any directly attributable transactions costs, are credited to share capital and share premium when the options are exercised. Foreign currency transactions Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were initially recorded are recognised in the income statement in the period in which they arise. Exceptional items Exceptional items are material items which individually, or if of a similar type, in aggregate, need to be disclosed by virtue of their size or incidence because of their reference to understanding the group's financial performance. Taxation Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement except to the extent that it relates to items recognised directly to equity, in which case it is recognised in equity. Current tax Current tax is the expected tax payable on the taxable income for the year, using rates, which are enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax Deferred tax is recognised using the liability method, with no discounting, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, provided they are enacted or substantively enacted at the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related deferred tax benefit will be realised. Goodwill Goodwill representing the excess of the cost of acquisition over the fair value of the group's share of the identifiable assets acquired, is capitalised and reviewed annually for impairment. Goodwill is carried at cost less accumulated impairment losses. Negative goodwill is recognised immediately after acquisition in the income statement. Goodwill written off to reserves prior to the date of transition to IFRS remains in reserves. There is no re-instatement of goodwill previously amortised on the transition to IFRS. Goodwill previously written off to reserves is not written back to the income statement on subsequent disposal. Impairment The carrying values of the group's non-current assets are reviewed at each reporting date to determine whether there is any indication of impairment. Goodwill is reviewed for impairment annually. All other non-current assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication of impairment exists then the asset's recoverable amount is estimated. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). As a result, some assets are tested individually for impairment and some are tested at a cash-generating unit level. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using the cost of capital that reflects the current market assessments of the time value of money and the risks specific to the asset. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. Impairment losses are recognised in the income statement. Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and any provision for impairment. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of replacing part of an item of plant, property and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits of the part will flow to the group and its costs can be measured reliably. The costs of the day-to-day servicing of the property, plant and equipment are recognised in the income statement as incurred. Depreciation is recognised in the income statement on a straight line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease and their useful lives. Land is not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 50 years Plant and equipment 4-10 years Material residual value estimates are updated at least annually. An impairment review will be performed on property, plant and equipment if it is believed that there is a significant difference between the recoverable amount and the measured cost less accumulated depreciation. Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. Financial assets The group's financial assets comprise primarily cash, bank deposits and trade receivables that arise from its operations. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provisions for impairment. A provision for impairment of trade receivables is established when there is evidence that the group will not be able to collect all amounts due according to the original terms of the receivable. Financial liabilities The group's financial liabilities comprise trade payables. Financial liabilities are obligations to pay cash or other financial assets and are recognised when the group becomes a party to the contractual provisions of the instruments. Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method. Other financial instruments The group primarily uses forward currency contracts to manage its exposure to fluctuating foreign exchange rates. Upon initial recognition, attributable transaction costs are recognised in the income statement when incurred. These instruments are measured at fair value and any material movement is shown in the income statement. Cash and cash equivalents For the purpose of the cash flow statement, cash and cash equivalents comprise deposits with banks and bank and cash balances. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Lease payments Finance The economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards related to the ownership of the leased asset. The related asset is recognised at the time of inception of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments plus incidental payments, if any, to be borne by the lessee. A corresponding amount is recognised as a finance leasing liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Rent Payments All other leases are regarded as operating leases and the payments are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. Pensions Defined contribution pension schemes Obligations for contributions to the group's defined contribution pension plan are recognised as an expense in the income statement when they are due. Defined benefit pension scheme Scheme assets are measured at fair values. Scheme liabilities are measured on an actuarial basis using the projected unit method and are discounted at appropriate high quality bond rates. The surplus or deficit is presented within net assets on the balance sheet. The related deferred tax element is shown within other deferred tax balances. A surplus is recognised only to the extent that it is recoverable by the group. The current service cost and costs from settlements and curtailments are charged against operating profit. Past service costs are spread over the period until the benefit increases vest. Interest amounts on the scheme liabilities are included in finance income/ charges. Actuarial gains and losses are recognised immediately through the statement of recognised income and expense (SORIE). This information is provided by RNS The company news service from the London Stock Exchange

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Nichols (NICL)
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