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Pioneer Property Group ASA

Quarterly Report Mar 13, 2017

3715_10-k_2017-03-13_db1d703f-f10e-446b-8014-b4ce6e8ead32.pdf

Quarterly Report

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Pioneer Property Group ASA 2016

Report for the period 1 January - 31 December 2016

The 2016 Board of Directors report Pioneer Property Group ASA.

Highlights of the 2016 annual report

  • Total revenues in 2016 were MNOK 217 and with a pre-tax profit of MNOK 286.

  • Revenues and profitability were in line with expectations, and represent the Company's new quarterly run-rate level after the completed acquisitions in the second half of the year..

-The Company had total assets of MNOK 4,423, where Investment Property (132 preschools and 1 retirement home) were valued at MNOK 4,042 in addition to a cash balance of MNOK 349 and other receivables MNOK 31. Total debt was MNOK 2,568 and with total equity of MNOK 1,855.

  • Towards the end of the year PPG commissioned a valuation report from Newsec, the value of the properties are adjusted for this in the fourth quarter.

-In 2015 PPG initiated its quarterly dividend payments to its preference shareholders equivalent to NOK 1,875 per preference share per quarter, and the Company's ambitions is to continue to pay these dividends quarterly going forward, as described in PPG's Articles of Association.

Operations and location

Pioneer Property Group ASA (PPG) is a real estate company focusing on providing high-quality properties for government-backed care-services. The company's current portfolio consists of 117 Norwegian kindergartens, 14 Finnish kindergartens, 1 Swedish kindergarten and 1 Swedish retirement home, the Norwegian kindergartens are centrally located in the largest cities and which house a total of over eleven thousand children. All the properties are leased out on long-term triplenet contracts to large kindergarten operators, including Norlandia Care Group, Espira, and Touhula. The Company's headquarter is in Oslo, Norway.

Pioneer Property Group ASA has prepared a report on Corporate Governance and Sustainability in accordance with The Norwegian Accounting Act §3-3b og §3-3c. The report is available to the public at the company's headquarter in Rådhusgata 23, Oslo

Going concern

In accordance with the Accounting Act § 3-3, we confirm that the financial statements have been prepared under the assumption of going concern.

Accounting policies:

The annual financial statements have been drawn up in accordance with International Standards for Financial Reporting (IFRS).

Comments the financial statements

The annual report gives an accurate overview of the Group's financial development throughout the year. There have been no events after the end of the fiscal year 2016, which have had any material impact on the financial status of the Company.

Research and development

The group is not involved in any R & D activities.

Work environment, equal opportunities and discrimination

There are no employees in Pioneer Property Group ASA. The Board of Directors consists of 2 woman and 3 men.

External environment

The Company's operations do not result in pollution or spillage harmful to the external environment.

Financial risks

The Company is exposed towards various financial risks, but the Board of Directors view the total exposure to be at a controllable level. Some of the most important risk factors are:

The market risk of a general increase in interest rate levels, and there through also an increase of the financial cost of loans to the Company.

Credit risk relating to banks or other financial institutions' willingness to loan money, which may restrict the Company's ability to take up new loans in the futures.

Liquidity risk in the case of unforeseen delay of cash payments on income and/or unexpected costs.

The Board of Directors and management performs ongoing assessments of the most important financial risk factors, and also evaluates the necessity of implementing specific measures, such as fixing interest rates. Specific measures are considered in light of the Company's total financial risk exposure.

Total comprehensive income

The Board of Directors propose the following allocation of the net income of 233 567 TNOK:

Transfer to other reserves: 233 567 TNOK
Total: 233 567 TNOK

Responsibility Statement of the Board of Directors

We confirm, to the best of our knowledge, that the set of financial statements for the financial year ending 31 December 2016 have been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole.

We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial year and their impact on the set of financial statements, a description of the underlying principal risks and uncertainties, and major related parties' transactions.

Oslo,

Board of Directors and Chief Executive Officer of Pioneer Property Group ASA

____ ____ ___
Roger Adolfsen Sandra Henriette Riise Geir Hjort
Leader Board of Directors Board member Board member
____
Even Carlsen
____ ______
Nina Hjørdis Torp Høisæter
Runar Rønningen
Board member Board memeber CEO

Consolidated Income Statement

NOK thousand Note 2015 2016
Income from rent 2 18 129 319 217 548
Other income 2 -223 193
Total Income 129 097 217 741
Expenses related to property 8 -
Payroll expenses 15 314 450
Other operating expenses
Total Expenses
8 31 943
32 256
27 302
27 752
Fair value adjustment on investment properties 12 - 242 392
Operating profit (EBIT) 96 840 432 380
Finance income 13 7 122 2 707
Finance expenses 13 62 189 148 563
Currency expenses 13 812
Net Finance -55 067 -146 668
Profit/(loss) before tax 41 773 285 712
Income taxes 10 5 610 52 145
Profit/(loss) for the period 36 163 233 567
Proposed dividends
Total distributed 36 163 233 567
Consolidated Statement of Comprehensive Income:
NOK thousand Note 2015 2016
Profit/(loss) for the period 36 163 233 567
Total other comprehensive income, net of tax - -
Comprehensive income for the period 36 163 233 567
Profit or loss for the period attributable to
All shareholders of Pioneer Property Group ASA 36 163 233 567
-
Comprehensive income for the period attributable to
Ordinary shareholders of Pioneer Property Group ASA 6 179 184 817
Earnings per share (NOK)
Basic earnings per preference share 6 4.61 7,500
Basic earnings per ordinary share 6 0,700 18,831
Dividend per preference share 6 4.61 7,500
Dividend per ordinary share 6 - -

Consolidated Statement of Financial Position

NOK thousands Note 31.12.2015 31.12.2016
Assets
Investment property 12 3 413 174 4 042 640
Other non-current assets 21 214
Total non-current assets 3 413 174 4 063 854
Trade and other receivables 16 10 607 9 574
Cash and cash equivalents 7 195 329 349 733
Total current assets 205 936 359 307
Total assets 3 619 111 4 423 161
Equity and liabilities
Share capital 17 16 314 16 314
Share premium 17 1 585 148 1 548 585
Retained earnings 36 163 289 856
Total equity 1 637 625 1 854 756
Borrowings 9 1 698 190 2 416 177
Deferred tax 10 15 844 60 097
Other non-current liabilities 139 508 9 339
Total non-current liabilites 1 853 542 2 485 614
Borrowings 9 86 793 38 391
Current tax payable 10 7 363 7 891
Other current liabilities 33 787 36 509
Total current liabilities 127 944 82 791
Total liabilities 1 981 485 2 568 405
Total equity and liabilities 3 619 111 4 423 161

Oslo, Board of Directors and Chief Executive Officer of Pioneer Property Group ASA

______________________ ______________________ _____________________ Roger Adolfsen Sandra Henriette Riise Geir Hjort Leader Board of Directors Board member Board member

______________________ _________________________ _____________________ Even Carlsen Nina Hjørdis Torp Høisæter Runar Rønningen Board member Board memeber CEO

Consolidated Statement of Changes in Equity

Attributable to owners of the parent
NOK thousands Share capital Share
premium
Retained
earnings
Total Equity
Balance at 31 December 2015 16 314 1 585 148 36 163 1 637 625
Profit/(loss) for the period
Proposed dividends
-36 563 233 567 233 567
-36 563
Other changes
Total comprehensive income for the period
0 -36 563 20 126
253 693
20 126
217 131
Balance at 31 December 2016 16 314 1 548 585 289 856 1 854 756

Consolidated Statement of Cash Flows

NOK thousands Note 2015 2016
Cash flows from operating activities:
Profit before income tax 41 773 285 712
Adjustments for:
Fair value adjustments on investment property -242 392
Interest expense - net
Borrowing cost
Taxes paid -7 279
Profit/loss on sale of fixed assets 70
Changes in working capital:
Trade receivables 16 -807 225
Trade payables 2 722
Other accruals 128 377 -68 892
Cash generated from operations 169 343 -29 834
Interest paid
Income tax paid
Net cash generated from operating activities 169 343 -29 834
Cash flows from investing activities:
Proceeds from sale of properties 1 237
Purchase of property 12 -3 413 174 -368 185
Purchase of net other assets
Other long term receivables
Proceeds from sale of shares and bonds -70
Net cash used in investing activities -3 413 174 -367 018
Cash flows from financing activities:
Proceeds from debt to financial institutions 9 1 837 698 1 676 110
Proceeds from other borrowings 9
Repayments of debt to financial institutions 9 -1 088 291
Proceeds from shares issued 17 1 631 477
Repayment of shares issued 17 -30 015
Dividends paid to owners of the parent 6 -36 563
Dividends paid to non-controlling interests
Net cash from financing activities 3 439 161 551 256
-
Net change in cash and cash equivalents 195 329 154 404
Cash and cash equivalents at beginning of period 7 195 329
Exchange gains/(losses) on cash and cash equivalents
Cash and cash equivalents at period end 7 195 329 349 733

Note 1 | Accounting Principles

1.1 General information

Pioneer Property Group ASA (the 'Company') and its subsidiaries (together, the 'Group') invests in kindergarden, preschool properties and retirement homes and rent the properties out on long term leases. The Group holds investment properties in Norway, Sweeden and Finland.

Pioneer Property Group ASA is a public limited company incorporated and domiciled in Norway. The adress of the Company's registered office is Rådhusgata 23, 0158 Oslo.

The Company was incorporated 5 January 2015. The Group was formed 12 May 2015 after the acquistions of Pioneer Public Properties I AS, Pioneer Public Properties II AS, Pioneer Public Properties III AS and Pioneer Public Properties IV AS. In 2016 the group founded Pioneer Public Properties V AS that bought real estate companies in Norway, Sweden and Finland See note 11.

The consolidated interim financial statements covers the period from 1 January 2016 to 31 December 2016 (Q1-Q4 column)

1.2 Basis of preparation

The annual consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. The interim consolidated financial statments have been prepared under the historical cost convention, as modified by fair value adjustments to investment properties.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estiamtes are significant to the consolidated financial statements are disclosed in note 4.

The consolidated financial statements have been prepared on a going concern basis.

All financial numbers are presented in thousand NOK, unless otherwise stated.

Quarterly figures in the report are unaudited.

1.3 Consolidation

Subsidiaries:

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition related costs are expensed as incurred.

Acquisition of subsidiaries or other entities not viewed as a business combination

An acquisition of entities not comprising any business activities is viewed as a purchase of assets. The acquisition cost is allocated to the acquired assets and no deferred tax is calculated for temporary differences that arise at their initial recognition

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies.

1.4 Changes in accounting principles

The financial statements and accompanying notes are in accordance with standards currently effective under IFRS as adopted by the EU.

A number of new standards and amendments to standards and interpretations are effective for periods beginning after 31 December 2016, and have not been applied in preparing these annual consolidated financial statement. None of the new Standards are expected to have a significant effect on the consolidated financial statements of the Group. The following new standards have not been implemented in the preparation of these financial statements:

  • IFRS 9 Financial instruments 2018

  • IFRS 15 Revenue from contracts with customers 2018

  • IFRS 16 Leases 2019

IFRS 9 "Financial Instruments" regulates the classification,measurement and recognition of financial assets and financial obligations. The complete version of IFRS 9 was issued in July 2014. It replaces IAS 39. IFRS 9 classified financial assets in three categories, really value through other comprehensive income, fair value through profit and amortized cost. Measuring categories determined by first time accounting. Classification depends on entity's business model for managing its financial instruments and characteristics of the cash flows.

For financial liabilities continued mainly regulation from

For financial liabilities continued mainly regulation from IAS 39. IFRS 9 simplifies the requirements for hedge accounting something in relation to the current rules under IAS 39. The standard represents a change in relation to the assessment of losses claim. Current rules only require first provision when it occurrence of a loss event, while new regulations require provision for anticipated requirements. The standard is effective for accounting beginning 1.1.2018 or later. Group have not yet completed the evaluation of the impact IFRS 9 will have on the Group.

IFRS 15 replaces the existing standards for revenue (IAS 11 and IAS 18) with effect from 01.01.2018. IFRS 15 introduces 1:05 step method of accounting income: 1. Identification of the contract with the customer, 2. Identification of the delivery commitments, 3. Determination the transaction price, 4 Allocation of the transaction price and 5 Recognition of income as commitments to be met. The standard may result changes in relation to the timing of revenue recognition and measurement of income. The group has still not completed the assessmentwhat effect IFRS 15 will have for the group

IFRS 16 LEASES

IASB issued a new standard for leasing 13 January 2016.The standard is effective for fiscal years beginning after 01/01/2019. The standard requires that the lessee capitalizes a right of use with corresponding liability for any material leases. The Group has not yet completedassessing the impact of IFRS 16 will have on the Group.

1.5 Investment properties

Property held with the purpose of achieving rental income, increase in value or both are classified as investment property. Investment property also include property under development for future use as investment property. Investment property is initially recognised at cost included transaction costs.

Upon purchase of property management assess whether the purchase constitute purchase of a business or purchase of an asset in accordance with IFRS 3. Transaction costs include stamp duty, lawyer's fees and commission to bring the property to the condition that is necessary to put the property into operation. Recognised value also include replacement cost for parts of the existing investment property at the time when the cost is incurred and the terms for recognition has been met.

After initial recognition the investment property is then recognised at fair value. Profit or loss from changes in fair value are presented in the income statement when they arise.

Subsequent costs relating to investment property are included in the carrying amount if it is probable that they will result in future economic benefits for the investment property and the costs can be measured reliably. Expenses relating to operations and maintenance of the investment property are charged to the income statement during the financial period in which they are incurred.

Investment properties are derecognised when they are sold or are permanently out of operations and no future economic benefit is expected if disposed of. All gains or losses relating to sales or disposal are presented in the income statement the same year as disposal. Gains or losses from disposal of investment property is the difference between net selling price and the carrying amount of the asset in the previous year's financial statements.

1.6 Lease agreements

A lease is an agreement whereby the lessor conveys to the lessee in return for a payment, the right to use an asset for an agreed period of time.

All the Group's properties are leased out under operating leases. The properties are incuded in the balance sheet as Investment Property.

Revenue comprise of rental income from the properties. Lease income on operating leases is recognized over the term of the lease on a straight line basis.

1.7 Real estate related costs and other costs Costs directly related to the operations of existing properties are recognized as real estate related costs, other costs are included as administrative costs. Costs are recognised as they are accrued.

  • 1.8 Financial assets
  • 1.8.1 Classification

The group classifies its financial assets in the following category: Loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Currently the Group only holds financial assets in the category loans and receivables.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as noncurrent assets. The group's loans and receivables comprise 'trade and other receivables' and 'cash and cash equivalents' in the balance sheet

1.8.2 Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade-date – the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

1.8.3 Impairment of financial assets

Assets carried at amortised cost:

The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.

1.9 Trade receivables

Trade receivables are amounts due from customers for rental of premises. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are

classified as current assets. If not, they are presented as non-current assets.Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

1.10 Cash and cash equivalents

Cash and cash equivalents includes bank deposits.

1.11 Share capital

The Company has two classes of shares, ordinary shares and preference shares. Both classes are classified as equity.

1.12 Trade payables and other short term payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

1.13 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

1.14 Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.15 Interest income

Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables is recognised using the original effective interest rate.

1.16 Current and deferred income tax

Tax on income in the interim periods are accrued using the tax rate that would be applicable to expected annual profit.

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in Norway. Management periodically evaluates positions taken in tax calculations with respect to situations in which applicable tax regulation is subject to interpretation. Management establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit. Deferred income tax is

determined using tax rates (and laws) that have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

1.17 Dividend distribution

The Company has two classes of shares, ordinary shares and preference shares. The preference shares are entitled to annual dividend payments amounting to NOK 7,50 per preference share, if the General Assembly approves payment of dividends. If payable, the dividend payments will be made quarterly with NOK 1,875 per preference share.

The quarterly dividend distribution to the preference shares is recognised as equity in the Group's financial statements in the period in which the dividends are approved by the General Assembly.

Divdend distribution to Ordinary shares is recognised as a liability in the Group's financial statement in the period in which the dividend is approved by the Company's shareholders in the General Assembly to payment.

1.18 Segements

The Group's only business is to own and rent out preschool properties and retirement homes. All properties are in the same business segment. All properties are in Norway, Sweeden and Finland.

1.19 Cash flow

The statement of cash flow has been prepared using the indirect method, and in accordance with IAS 34 a condensed statement is presented.

Note 2 | Financial risk management

2.1 Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

Risk management is carried out by management under guidance by the Board of Directors. Management identifies, evaluates and act upon financial risks.

a) Market risk

Market risk is the risk that future cash flows in the form of interest payments change as a result of changes in market interest rates. Management and the Board of Directors agree on an acceptable level of interest rate exposures, which are monitored continously by management. The level of interes rate exposure is determined based on an assesment of existing cash flows, general assesment of financial condition and available liquidity.

(i) Fair value interest rate risk

The Group holds interest bearing assets in terms for cash deposits. Fluctuations in interest would yield a higher or lower interest income. At the current level of cash deposits a change in interest rate of +/- 1 % would not be material for the financial statements.

The Group's interest rate risk arises from long-term borrowings. The Group holds several types of borrowings. refer to note 9 for details. Borrowings at fixed rates expose the Group to fair value interest rate risk.

(ii) Cash flow interest rate risk

Exposure to cash flow interest rate risk is assessed continuously. The need for a fixed rate is under constant review in relation to the Group to withstand adverse fluctuations in profit due to higher interest rates. Management's assessment is that the Group's current financial position does not indicate a further need for fixed interes rates.

If the interest rate had been +/- 1 % in Q4 2016 the result after tax would be +/- MNOK 6,1 million, all other conditions unchanged and assuming a floating interest rate on 100% of the Company's borrowings.

The average effective interest rate of the Group's borrowings was at period end 31 December 2016: 3,3 %

b) Credit risk

Credit risk is the risk of loss when a party is unable to redeem their obligations to the Group.

Credit risk is managed on Group basis. Credit risk arises from cash and cash equivalents, and credit exposures customers, including outstanding receivables and committed transactions. Managment assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on ratings. The utilisation of credit limits is monitored regularly.

No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties.

Exposure to credit risk at the end of the period: 31.12.2016 31.12.2015
Accounts receivable 582 807
Other Short term receivable 8 992 9 801
Cash balance 341 681 195 329
Total exposure 351 255 205 937

The credit risk related to outstanding to related parties and banks is considered to be low.

c) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obliagtions at maturity without incurring a significant increase in finance cost or not being able to meet its obliagtions at all. The risk also includes that the Group must forfeit investment oportunities. Cash flow forecasting is performed at Group level. Group management monitors the Group's liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining suffiecient headroom to avoid breaches in convenants on relevant borrowing facilities (refer to note 9), as well as capability to pay out quarterly dividends to holders of preference shares. The monitoring takes into account the Group's debt financing plans and covenant compliance.

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:

Maturity of financial liabilities at the end of the period:

31.12.2016
< 3mnths 3m-1y 1y-2y 2y-5y >5y
Borrowings (bank) 9 724 28 667 64 932 721 045 642 531
Interest on borrowings (bank) 13 418 36 262 46 710 149 695 177 907
Bond loans - - - 1 000 000 -
Interest on bond loans 16 000 48 000 64 000 152 000 -
Other liabilities
31.12.2015
< 3mnths 3m-1y 1y-2y 2y-5y >5y
Borrowings (bank) 9 901 29 942 190 450 340 854 645 719
Interest on borrowings (bank) 11 366 33 727 38 050 107 761 194 518
Bond loans - 46 500 59 900 478 150 -
Interest on bond loans 9 235 27 705 36 940 39 235 -
Other liabilities 33 787 - 139 508 - -

d) Currency risk

Currency risk is a financial risk that exists when a financial transaction is denominated in a currency other than that of the base currency of the company. Currency risk also exists when the foreign subsidiary of a firm maintains financial statements in a currency other than the reporting currency of the consolidated entity. The risk is that there may be an adverse movement in the exchange rate of the denomination currency in relation to the base currency before the date when the transaction is completed.

As the Group has subsidiaries in Sweden and Finland where the currencies are SEK and EUR, respectively, the company is exposed to currency risk as the Group's consolidated finacial statements is reported in NOK.

2.2 Capital management

The group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders holding ordinary shares, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the consolidated balance sheet plus net debt.

Gearing ratio at the end of the period 31.12.2016 31.12.2015
Total borrowings 2 463 220 1 923 099
Less: Cash and cash equivalents 349 733 195 329
Net debt 2 113 486 1 727 770
Total equity 1 854 756 1 637 625
Total capital 3 968 243 3 365 395
Gearing ratio 53 % 51 %

The Group's business is to own and manage investment properties in Norway, Sweden and Finland and rent them out to operators of pre-school and retirement homes. There is no material difference in risk and margins in the different investment properties. The Group is therefore considered to operate in one business area and in three geographical area

The Group have seven customers: Norlandia Barnehagene, Kidsa Barnehager, Espira Barnehagene, Suomen Tenava Päiväkodit, Norlandia Förskolor, Touhula and Casparssons Vårdhem.

Geographical segment 30.09.16 (Q3):

NOK thousand Norway Sweden Finland Group
Income from rent 52 302 207 166 52 674
Other income 14 - - 14
Total Income 52 316 207 166 52 688
Expenses related to property 760 2 762
Payroll expenses 263 263
Other operating expenses 4 984 2 0 4 986
Total Expenses 6 006 4 0 6 010
Fair value adjustment on investment properties - - - -
Operating profit (EBIT) 46 310 203 165 46 678
Finance income 917 2 918
Finance expenses 70 961 8 99 71 068
Currency expenses 1 613 5 -0 1 618
Net Finance -71 657 -13 -97 -71 768
Profit/(loss) before tax -25 347 190 68 -25 089
Income taxes -6 337 47 17 -6 272
Profit/(loss) for the period -19 010 142 51 -18 817

Geographical segment 31.12.16 (Q4):

NOK thousand Norway Sweden Finland Group
Income from rent 55 880 1 001 3 389 60 270
Other income 14 - - 14
Total Income 55 894 1 001 3 389 60 285
Expenses related to property -760 -2 - -762
Payroll expenses 188 - - 188
Other operating expenses 8 829 229 2 528 11 586
Total Expenses 8 257 227 2 528 11 012
Fair value adjustment on investment properties 259 545 -10 230 -6 923 242 392
Operating profit (EBIT) 307 183 -9 455 -6 063 291 664
Finance income 469 - - 469
Finance expenses 28 961 215 1 243 30 419
Currency expenses 0 152 -959 -807
Net Finance -28 492 -368 -284 -29 143
Profit/(loss) before tax 278 691 -9 823 -6 347 262 521
Income taxes 50 390 -2 456 -1 587 46 347
Profit/(loss) for the period 228 301 -7 367 -4 760 216 174

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of items in the statement of financial position within the next financial year are addressed below.

a) Fair value of Investment Properties.

The fair value of investment properties is assessed quarterly by management. The Investements Properties are on a regular basis subject to on-site inspections and technical evaluations.

The properties are valued using a combination of discounted cash flow models and market based property yield. The Investment Properties are measures at level 3. All significant inputs are disclosed in note 12. All cash flows used in the calculations are based on long term contracts. Management assess the cash flows to be stable without material uncertainty. The critical accounting estimates in the calculation, based on management's judgement is the yield.

The yield is calculated per investment property. The prime yield for pre-school properties is 5,25%. Factor such as the property's location in relation to a major city, net-population change, size of the property/per child, year of build and whether or not the property is on a leased land( Norwegian: festetomt).

The average gross yield for the investement property portfolio is 5,8 %. Refer to note 12 for sensitivities.

The valuation report is commissioned from a well know and reputable company, and for 2016 a valuation report was commissioned from Newsec.

The Group has no contingent liabilities nor commitments at 31 December 2016.

Note 6 | Earnings per share

a) Basic

The Group's preference shares are entitled to a fixed dividend of NOK 7.50 per annum, if the General Assembly approves payment of dividends. To calculate the earnings per share the entitled dividend to the preference shares is deducted from comprehensive income for the period. The earnings per ordinary share is the remaining comprehensive income deducted the preference share dividend divided by the weighted average number of shares in issue during the period.

Calculation of earnings per share for the period Q1 Q2 Q3 Q4 31.12.2016
Net profit 17 128 165 19 081 912 -18 817 066 216 173 785 233 566 796
Less pref share dividends -12 187 500 -12 187 500 -12 187 500 -12 187 500 -48 750 000
Profit attributable to ord shares 4 940 665 6 894 412 -31 004 566 203 986 285 184 816 796
Weighted avg ord shares 9 814 470 9 814 470 9 814 470 9 814 470 9 814 470
EPS to ord shares 0,50 0,70 0,00 20,78 18,83

b) Diluted

As per 31 December 2016 no rights are issued which cause diluted earnings per share to be different to basic earnings per share.

Refer to note 17 for information related to the classes of shares.

Note 7 | Cash and cash equivalents

Cash and cash equivalents 31.12.2016 31.12.2015
Bank deposits 349 733 195 329
Total 349 733 195 329

There are no restricted funds at the end of the period.

Note 8 | Expenses

Specification of expenses related to properties

31.12.2016 31.12.2015
Maintenance properties 0 0
Total expenses related to properties 0 0
Specification of other operating expenses 31.12.2016 31.12.2015
Management fee 11 861 13 525
Other operating expenses 15 441 18 418
Total other operating expenses 27 302 31 943

Interest-bearing liabilities and available cash and cash equivalents constitute the capital of the Group. The Group's main source of financing are bank loans, bond loans in the Norwegian bond market and shareholder loans.

Summary of external bank- and bond loans by tranche as of 31 December 2016

NOK thousand 31.12.2016 31.12.2015
Non-current
Commercial bank loans 659 395 404 086
Husbank loans (state bank) 769 113 772 937
Bonds in Pioneer Public Properties II AS 174 425
Bonds in Pioneer Public Properties III AS 346 742
Bonds in Pioneer Public Properties AS 987 669
Total 2 416 177 1 698 190
NOK thousand 31.12.2016 31.12.2015
Current
Commercial bank loans 7 356 19 151
Husbank loans (state bank) 31 036 20 692
Bonds in Pioneer Public Properties II AS 20 000
Bonds in Pioneer Public Properties III AS 26 950
Bonds in Pioneer Public Properties AS -
Total 38 391 86 793
NOK thousand 31.12.2016 31.12.2015
Total non-current and current
Commercial bank loans 666 751 423 237
Husbank loans (state bank) 800 149 793 629
Bonds in Pioneer Public Properties II AS 194 425
Bonds in Pioneer Public Properties III AS 373 692
Bonds in Pioneer Public Properties AS 987 669 -
Total 2 454 569 1 784 983

a) bank borrowings

The Group's bankloans are with Husbanken, DNB, SR-Bank, Handelsbanken, Swedbank and Danske Bank. The bank borrowings mature until 2035. Of the total bank borrowings per 31 December 2016 NOK 581 million are on a fixed rate. The remaining NOK 1 466 million are on floating rates.

b) Bond loans

The Group has issues one bonds:

Pioneer Public Property (ticker PPU01) at Oslo Børs amounting to NOK 1 000 million with maturity Mai 2021. The bond is a senior secured callable bond with voluntary redemption at specified premiums up until maturity.

Summary of bond loans:

Book value Marked value Coupon Term
Bonds 31.12.2016 31.12.2016
PPP 1 000 000 1 047 500 NIBOR + 5,25 % 2016/2021
Transaction costs -13 701
Amortization 1 370
Total bond 987 669 1 047 500
Whereof current - -
Book value Marked value Coupon Term
Bonds 31.12.2015 31.12.2015
PPP01 PRO 200 000 202 000 NIBOR + 5 % 2013/2018
PIII01 385 000 386 694 NIBOR + 4,5 % 2014/2019
Transaction costs -24 896
Amortization 8 013
Total bond 568 117 588 694
Whereof current 987 669 47 269

In the Bond agreement entere into are there limitations on the borrower (PPP):

  • The Group have to maintain an Equity of minimum 25 per cent on a consolidated basis

  • The Group maintains Cash and Cash Equivalents of minimum NOK 75 million on a consolidated basis

  • Make sure that the ratio between Unsecured Debt to total Financial Indebtedness of the Group shall not fall below 30 per cent

The recognised value of assets pledged as security for bank borrowings as per 31 December 2016

31.12.2016 31.12.2015
Investment property 4 042 640 3 413 174
Total pledged assets 4 042 640 3 413 174

Note 10 | Income taxes

Income tax expense is recognised based on management's estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the year to date 31 December 2016 income tax expense is 25 %.

Tax expense Q1 16 Q2 16 Q3 16 Q4 16 2016
Profit before tax 22 838 25 443 -25 089 262 521 285 712
Adjustments for:
- temporary differences 165 259
- Permanent differences - -242 392
Taxable result for the period 22 838 25 443 -25 089 262 521 208 580
Income tax expense for the period 5 709 6 361 -6 272 46 347 52 145
Estimated effective tax rate for the period 25 % 25 % 25 % 18 % 18 %
Change in deferred tax/deferred tax asset YTD Properties Deferred loss Other Total
As per 1 January 2016 - - 15 844 15 844
Recognized upon acquisition of assets - - 4 591 4 591
Change in the period 39 662 39 662
As per 31 December 2016 - - - 60 097 60 097
Investment loss carried
Change in deferred tax/deferred tax asset properties forward Other items Total
As per 1 January 2016 - - 15 844 15 844
Recognized upon acquisition of assets - - 4 591 4 591
Change in the period 39 662 39 662
As per 31 December 2016 - - 60 097 60 097
Current income tax liabilities 2 016 2 015
Current income tax 7 891 7 363
Change in prior years 0
Total current income tax liabilities 7 891 7 363

In 2016 the Group bought real estate companies in Sweden, Finland and Norway. The Group also founded a Norwegian holding company PPPV AS The Group consists of the following subsidiaries per 31 December 2016:

Company Location Percent of
Name
Pioneer Public Properties AS
Norway stock
100 %
Pioneer Public Properties I AS Norway 100 %
Bodø Eiendomsselskap AS Norway 100 %
Vestlandske Eiendomsselskap AS Norway 100 %
Tromsø Eiendomsselskap AS Norway 100 %
Pioneer Public Properties II AS Norway 100 %
Idunsvei 8 Eiendom DA Norway 100 %
Oslo Barnehager Eiendom AS Norway 100 %
Vifo Romeriket Eiendom AS Norway 100 %
Bergen Barnehager Eiendom AS Norway 100 %
Pioneer Public Properties III AS Norway 100 %
Service Property AS Norway 100 %
Bjørgene Barnehage AS Norway 100 %
Brådalsfjellet Barnehage AS Norway 100 %
Dragerskogen Barnehage AS Norway 100 %
Dvergsnestangen Barnehage AS Norway 100 %
Furuholmen Barnehage AS Norway 100 %
Garhaug Barnehage AS Norway 100 %
Gullhella Barnehage AS Norway 100 %
Gåserud Barnehage AS Norway 100 %
Halsnøy Kloster Barnehage AS Norway 100 %
Helldalsåsen Barnehage AS Norway 100 %
Høytorp Fort Barnehage AS Norway 100 %
Kløverenga Barnehage AS Norway 100 %
Kniveåsen Barnehage AS Norway 100 %
Krystallveien Barnehage AS Norway 100 %
Kuventræ Barnehage AS Norway 100 %
Litlasund Barnehage AS Norway 100 %
Løvestad Barnehage AS Norway 100 %
Marthahaugen Barnehage AS Norway 100 %
Myraskogen Barnehage AS Norway 100 %
Nordmo Barnehage AS Norway 100 %
Opaker Barnehage AS Norway 100 %
Opsahl Barnehage AS Norway 100 %
Ormadalen Barnehage AS Norway 100 %
Rambjøra Barnehage AS Norway 100 %
Ree Barnehage AS Norway 100 %
Romholt Barnehage AS Norway 100 %
Rubbestadneset Barnehage AS Norway 100 %
Rå Barnehage AS Norway 100 %
Salamonskogen Barnehage AS Norway 100 %
Skolegata Barnehage AS Norway 100 %
Skåredalen Barnehage AS Norway 100 %
Snurrefjellet Barnehage AS Norway 100 %
Solknatten Barnehage AS Norway 100 %
Stongafjellet Barnehage AS Norway 100 %
Sundbyfoss Barnehage AS Norway 100 %
Tjøsvoll Barnehage AS Norway 100 %
Torsbergskogen Barnehage AS Norway 100 %
Ulsetskogen Barnehage AS Norway 100 %
Vagletjørn Barnehage AS Norway 100 %
Vannverksdammen Barnehage AS Norway 100 %
Vanse Barnehage AS Norway 100 %
Veldetun Barnehage AS Norway 100 %
Østrem Barnehage AS Norway 100 %
Åbol Barnehage AS Norway 100 %
Århaug Barnehage AS Norway 100 %
Pioneer Public Properties IV AS Norway 100 %
Kidsa Bygg AS Norway 100 %
Kidsa Eiendom AS Norway 100 %
Kidsa AS Norway 100 %
Kidsa Eiendom II AS Norway 100 %
Norlandia Barnehagebygg AS Norway 100 %
Arken Barnehage Eiendom AS Norway 100 %
Kidsa Hylkje AS Norway 100 %
Kidsa Sandgotna AS Norway 100 %
Kidsa Ladegården AS Norway 100 %
Kidsa Festtangen AS Norway 100 %
Kidsa Øvre Sædal AS Norway 100 %
Kidsa Kokstad AS Norway 100 %
Kidsa Øvsttun AS Norway 100 %
Kidsa Øyrane AS Norway 100 %
Pioneer Public Properties V AS Norway 100 %
Kidsa Ospeli Eiendom AS Norway 100 %
Soløyvannveien 100 AS Norway 100 %
ITS Solbarnehager AS Norway 100 %
Norlandia Barnehagene Porsgrunn AS Norway 100 %
Pioneer Public Finland OY Finland 100 %
Kiinteistö OY Akaan Tenavajoti Finland 100 %
Kiinteistö OY Lohjan Tenavajoti Finland 100 %
Kiinteistö Esoo Palolammentie OY Finland 100 %
Kiinteisö Hyvinkään Pavinmäenkatu OY Finland 100 %
Kiinteistö Keravan Kurkela OY Finland 100 %
Kiinteistö Bromkuja Kirkkonummi OY Finland 100 %
Päiväkotikiinteistö Klaukkala Pikkutikankuja OY Finland 100 %
päiväkotikiinteistö Aapraminkaari Vantaa OY Finland 100 %
Päiväkotikiinteistö Vihti Nummela OY Finland 100 %
Päiväkotikiinteistö Touhula Karistonkatu Lahti OY Finland 100 %
Oulunsalon Tetrilänku KOY Finland 100 %
Touhula Ritaharju KOY Finland 100 %
Kangasala Ilkontie KOY Finland 100 %
Päiväkoti Ylöjärvi rimpitie OY Finland 100 %
Casparssons Fastighetsbolag AB Sweden 100 %
Västeråsfjärdens fastighetsbolag AB Sweden 100 %

The Group rents out the investment properties on long term triple net contracts, with an exception on the properties leased to Espira, one of the Group's three customers (ref note 3). On average there are 16 years remaining on the lease agreements. All agreements are fully CPI-adjusted annually. The Group does not have any future maintenance capital expenditure on properties as all maintenance is carried by the tenant as agreed upon in the lease agreements. The properties are primarily located in the greater Oslo area, Bergen, the greater Stavanger area, Bodø and Tromsø and certan locations in Sweden and Finland. See the Company's web site for a full list and map of all the properties. The investment properties are valued in accordance with the fair value method and all have been valued in accordance with valuation Level 3. The yield level of the properties has been determined on the basis of their unique risk and transactions made at the respective location according to the location price method. At the end of the year , the Group commissioned an external cash-flow valuation for all the individual properties from Newsec.

Newsec has in this report valuated each property on an individual basis using a combination of discounted cash-flow analysis and property yield level. The prime-yield used as a benchmark of individual yield assumptions in Newsec's analysis was 5,25% , and a number of individual factors for each property were applied to assess the individual yield for the respective property/location.

Sensitivity analysis

A property analysis is an estimate of the value that an investor is willing to pay for the property at a given time. The valuation is made on the basis of generally accepted models and certain assumptions on different parameters. The market value of the properties can only reliably established in a transaction between two independent parties. An uncertainty interval is stated in the property values and is between +/– 5 per cent in a normal market. A changed property value of +/– 5 per cent affects the Groups's property value by +/– NOK 202 million.

If yield is changed by 0,5 per cent the book value of the properties change with MNOK 370, and with -0,5 MNOK 580. If the rent cahnged by +/- 5 per cent value of the properties change with MNOK 202

Yield sensitivity
-0,5% 0,0% 1,0%
-5 % 3 260,2 3 840,5 4 412,4
NOI sensitivity 0 % 3 462,3 4 042,6 4 412,4
5 % 3 664,5 4 244,8 4 614,5

Note 13 | Net financial items

NOK thousands 2016 2015
Interest income 2 707 7 122
Currency expense 812 -
Interest expense 148 563 62 189
Net financial items 146 668 55 067

Note 14 | Related-party transactions

Related party Relation to the Group
Roger Adolfsen Chairman of the Board and owner of Mecca Invest AS
Sandra Henriette Riise Board member
Geir Hjort Board member
Even Carlsen Board member and owner of Grafo AS
Nina Hjørdis Torp Høisæter Board member
Runar Rønningen CEO Pioneer Capital Partners AS
Pioneer Capital Partners AS Shareholder andDeliverer of managment services
Hospitality Invest AS Substantial shareholder
Grafo AS Substantial shareholder
Kevenstern AS Substantial shareholder
Mecca Invest AS Substantial shareholder
Norlandia Care Group AS Controlled by substantial shareholders, refer to note 17
Pioneer Bidco I AS Controlled by substantial shareholders, refer to note 17
Kidsa Drift AS Controlled by substantial shareholders, refer to note 17
Kidsa Barnehager AS Controlled by substantial shareholders, refer to note 17
Acea Properties AS Controlled by substantial shareholders, refer to note 17

Indirect ownership of shares by board member:

Ord. Shares Pref. shares
Roger Adolfsen 2 938 912 437 805
Even Carlsen 1 773 386 338 600
Runar Rønningen 0 59 650

The Group had the following material transactions with related parties:

Transactions with related parties Q1 16 Q2 16 Q3 16 Q4 16 2016
Rent revenue from Norlandia Care Group AS including subsidiaries 14 845 14 845 14 845 14 845 59 380
Rent revenue from Kidsa Drift including subsidiaries 9 775 9 775 9 775 9 775 39 099
Management fee to Pioneer Capital Partners AS including subsidiaries 2 830 2 830 2 830 3 372 11 861
Purchase of shares from related parties (refer to note 11) - - 100 127 0 100 127
Receivables from related parties 31.12.2016
Kidsa Barnehager AS 29 535

The outstanding balances between the related parties are unsecured. The receivables occurred in late December, it is expected that these will be settled early in 2017, therefor it is not calculated interest on these receivables. Other transactions made between the related parties are made on terms equivalent to those that prevail in the market at arms length.

The company does not have any employees. Refer to Note 14 for information regarding management fee to Pioneer Management AS, a fully owned subsidiary of Pioneer Capital Partners AS. The Board og Directors receives an annual compensation based on the total number of board-meetings during the year.

As of 2016 the accrued compensation for the board members totals TNOK 375. which have been paid out i 2017.

Note 16 | Trade receivables

31.12.2016 31.12.2015
Trade Receivables 582 807
Other Receivables 8 992 9 801
Total Receivables 9 574 10 607

No provisions have been made for loss in receivables None of the receivables are due.

Note 17 | Share capital and shareholder information

2016 Share value in NOK
Number of Ordinary Preference Total
shares shares shares Share premium
At 31 December 2016 16 314 470 9 814 470 6 500 000 1 548 585 441 1 564 899 911

The Company have two classes of shares, ordinary shares and preference shares. The face value per share for both ordinary and preference shares classes is NOK 1. Share premium for all shares issued in the period is of NOK 96 per share.

About the shares

The differences between the share classes are differing voting rights and differing rights to the Company's profit. Besides voting rights, the difference between the Company's share classes is that the preference shares entail a preferential right to the Company's profit through a preferential right over ordinary shares to dividends. The regulations on voting rights and dividends are decided upon by the Shareholders' Meeting and can be found in the Articles of Association.

The ordinary share

The Company's ordinary share confers one vote unlike the preference shares that confer one-tenth of a vote.

The preference share

The Company's preference shares confer a preferential right over ordinary shares to an annual dividend of NOK 7.50 per preference share. Dividend payments are made quarterly with NOK 1.875 per preference share, if approved by the General Assembly. The preference share does not otherwise confer a right to dividend. If the general meeting decided not to pay dividends or to pay dividends that fall below NOK 1.875 per preference share during a quarter, the difference between paid dividends and NOK 1.875 per preference share shall be accumulated and adjusted upwards with an annual interest rate of 5 per cent until full dividends have been distributed. No dividends may be distributed to the ordinary shareholders until the preference shareholders have received full dividends including the withheld amount. Any difference between NOK 1.875 per preference share and the dividend paid per preference share is accumulated for each quarter.

Detailed information regarding dividends, issues and redemption can be found in the Company's Articles of Association, available in the prospectus at the Company's website.

Top 10 shareholder 31.12.16 Ord shares Pref shars
Hospitality Invest AS 39,87 % 0,02 %
HI Capital AS 2,34 % 2,79 %
Eidissen Consult AS 14,45 % 4,22 %
Grafo AS 14,45 % 4,22 %
Klevenstern AS 14,45 % 4,39 %
Mecca Invest AS 14,45 % 4,39 %
Avanza Bank AB 0,00 % 10,13 %
Skandinaviska Enskilda bank AB 0,00 % 9,43 %
J.P. Morgan bank Luxembourg SA 0,00 % 4,24 %
Skandinaviska Enskilda bank AB 0,00 % 3,55 %
Other minority shareholders 0,00 % 52,62 %
Total 100 % 100 %
Related party:
Pioneer Capital Partners 0,00 % 2,54 %
Norlandia Care Group AS 0,00 % 1,53 %
Acea Properties AS 0,00 % 0,56 %
Northstar Properties AS 0,00 % 0,29 %

Properties are leased out on long term triple net contracts to solid pre-school operators (Espira, Norlandia Preschools, Kidsa Drift and Norlandia förskolor) of which all have lease guarantees from Norlandia Care Group.

Future payments under non-cancellable operating leases are as follows in nominal amounts excluding CPI adjustments

31.12.2016
Within 1 year 228 696
Between 1 and 5 years 961 445
After 5 years 4 366 560

No material subsequent events have occurres since the end of the fourth quarter 2016

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