TIDMGNC
RNS Number : 2500G
Greencore Group PLC
24 November 2020
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
24 November 2020
Greencore Group plc
Results of the Placing
Greencore Group plc ("Greencore" or the "Company") announces the
successful pricing of the non-pre-emptive placing of ordinary
shares in the capital of the Company announced this morning (the "
Placing ").
A total of 79,739,644 new ordinary shares in the capital of the
Company (the " Placing Shares ") have been placed by HSBC Bank plc
(" HSBC "), Goodbody Stockbrokers UC ("Goodbody"), Shore Capital
Stockbrokers Limited (" Shore Capital ") (together, the " Joint
Global Co-ordinators ") with Coöperatieve Rabobank U.A. (" Rabobank
") in cooperation with Kepler Cheuvreux S.A. (Rabobank, together
with the Joint Global Co-ordinators, the "Banks"), at a price of
112.0 pence per Placing Share (the " Placing Price ").
Concurrently with the Placing, certain members of the Board and
the leadership team (the "Group Leadership Team") of the Company
will directly subscribe for an aggregate of 617,498 new ordinary
shares in the capital of the Company (the "Subscription Shares" ,
and, together with the Placing Shares, the " New Shares ") at the
Placing Price (the " Subscription ").
Together, the Placing and Subscription of 80,357,142 New Shares
will raise gross proceeds of approximately GBP90 million. The
Placing Price of 112 pence represents a discount of 5.7 per cent to
the closing share price of 118.8 pence on 23 November 2020. The New
Shares being issued together represent approximately 18.0 per cent
of the existing issued ordinary share capital of Greencore prior to
the Placing and Subscription.
The Company consulted with a number of its major shareholders
prior to the Placing and has respected the principles of
pre-emption as far as possible through the allocation process. The
Company is pleased by the strong support it has received from
existing shareholders and others.
Applications have been made to the Financial Conduct Authority
(the "FCA" ) and London Stock Exchange plc (the "LSE" )
respectively for the admission of the New Shares to the premium
listing segment of the Official List of the FCA and to trading on
the main market for listed securities of the LSE (together,
"Admission" ). It is expected that Admission will become effective
on or before 8.00 a.m. on 26 November 2020. The Placing and
Subscription are conditional upon, amongst other things, Admission
becoming effective and upon the placing agreement between the Joint
Global Co-ordinators, the Joint Bookrunner and the Company not
being terminated in accordance with its terms.
The New Shares, when issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
ordinary shares of the Company, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Following Admission, the total number of ordinary shares in
issue in Greencore will be 526,514,398. The Company does not hold
any shares in treasury, and therefore the total number of voting
rights in Greencore will be 526,514,398 following Admission, and
this figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the Transparency (Directive 2004/109/EC) Regulations
2007 of Ireland and the FCA's Disclosure Guidance and Transparency
Rules.
Board and Group Leadership Team participation in the
Subscription
The following Board members and Group Leadership Team of the
Company and their close associates have agreed to subscribe for the
number of Subscription Shares opposite his/her name as set out
below:
Name Number of Subscription
Shares
------------------------------------- -----------------------
Patrick Coveney 357,142
Emma Hynes 80,357
Gary Kennedy 62,946
Gordon Hardie 20,000
Helen Rose 13,392
John Warren 10,806
Heather Ann McSharry 10,428
Helen Weir 10,000
Sly Bailey 8,928
Paul Drechsler 6,000
Group Leadership Team Participation 37,499
Smaller related party transaction
Polaris Capital Management, LLC ("Polaris") is a substantial
shareholder in the Company for the purposes of the Listing Rules as
a result of having been entitled to exercise, or to control the
exercise of, over 10 per cent of the votes able to be cast at
general meetings of the Company within the last 12 months. Polaris
is therefore considered to be a related party of the Company for
the purposes of the Listing Rules. Polaris has agreed to acquire
11,499,905 Placing Shares at the Placing Price for an aggregate
consideration of approximately GBP12.9 million. The participation
in the Placing by Polaris constitutes a "smaller" related party
transaction and falls within Listing Rule 11.1.10R and this
Announcement is therefore made in accordance with Listing Rule
11.1.10R(2)(c).
For further information, please contact:
Patrick Coveney Chief Executive Officer Tel: +353 (0) 1 486 3313
Emma Hynes Chief Financial Officer Tel: +353 (0) 1 486 3307
Jack Gorman Head of Capital Markets Tel: +353 (0) 1 486 3308
HSBC - Joint Global Co-ordinator and Tel: +44 (0) 20 7991
Joint Bookrunner 8888
Mark Dickenson
Adam Miller
James Hopton
Robert Baker
Goodbody - Joint Global Co-ordinator Tel: +353 (0) 1 667
and Joint Bookrunner 0420
David Kearney
John Flynn
Edel O'Reilly
Ronan Bransfield
Shore Capital - Joint Global Co-ordinator Tel: +44 (0) 20 7408
and Joint Bookrunner 4050
Malachy McEntyre
Henry Willcocks
Hugh Morgan
James Thomas
Rabobank - Joint Bookrunner Tel: +31 30 7124783
Willem Kröner
Mathijs van der Meer
Greenhill - Independent Financial Adviser Tel: +44 (0) 20 7198
7400
Seamus Moorhead
David Wyles
Dean Rodrigues
Powerscourt Tel: +44 (0) 20 7250
1446
Rob Greening
Sam Austrums
Drury Communications Tel: +353 (0) 1 260
Billy Murphy 5000
Louise Walsh
IMPORTANT NOTICES
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (Regulation (EU) No 596/2014)
("MAR"). The person responsible for arranging release of this
Announcement on behalf of Greencore is Jolene Gacquin, Company
Secretary of Greencore. The date and time of this Announcement are
the same as the date and time it has been communicated to the
media.
This Announcement and the information contained in it is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States or the district of Columbia (collectively, the "United
States", Australia, Canada, Japan or South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful (each a "Restricted Territory"). This Announcement is for
information purposes only and does not constitute or form part of
an offer to sell or issue, or the solicitation of an offer to buy,
acquire or subscribe for shares in the capital of the Company in
the United States, Australia, Canada, Japan or South Africa or any
other state or jurisdiction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. This Announcement has not been approved by the
London Stock Exchange, nor is it intended that it will be so
approved.
The New Shares have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act")
or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered or sold,
directly or indirectly, in or into the United States absent
registration under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold by the Company (a) outside the United States in
offshore transactions as defined in, and pursuant to, Regulation S
under the Securities Act ("Regulation S"), or (b) in the United
States only to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A of the Securities
Act) ("QIBs") in transactions not involving any "public offering"
within the meaning of Section 4(a)(2) of the Securities Act
pursuant to a transaction exempt from the registration requirements
of the Securities Act and/or pursuant to another exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act. A potential Placee and the prospective
beneficial owner of the Placing Shares is, and at the time the
Placing Shares are acquired will be, (i)
outside the United States and acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) (a) a QIB and (b) acquiring the Placing
Shares pursuant to an exemption from, or in a transaction not
subject to, the registration requirements under the Securities Act.
In addition, the Subscription Shares are being offered and sold by
the Company only outside the United States in offshore transactions
as defined in, and pursuant to, Regulation S. No public offering of
securities is being made in the United States. No money, securities
or other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this Announcement, will not be accepted.
The New Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing, the Subscription
or the New Shares. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in the United States,
Australia, Canada, Japan, South Africa or to, or for the account or
benefit of, any national, resident or citizen of the United States,
Australia, Canada, Japan, or South Africa.
No public offering of the New Shares is being made in Ireland,
the European Economic Area, the United Kingdom, any Restricted
Territory or elsewhere. All offers of the New Shares will be made
pursuant to an exemption under the Prospectus Regulation (EU)
2017/1129, as amended from time to time, and includes any relevant
implementing measure in any member state (the "Prospectus
Regulation") from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000, as amended ("FSMA") does not
apply.
Members of the public are not eligible to take part in the
Placing. No prospectus will be made available in connection with
the matters contained in this Announcement and no such prospectus
is required (in accordance with the Prospectus Regulation) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice. This
Announcement is for information purposes only is are directed only
at persons who are: (a) persons in Member States of the European
Economic Area who are qualified investors (within the meaning of
article 2(e) of the Prospectus Regulation ("Qualified Investors");
(b) in the United Kingdom, Qualified Investors who are persons who
(i) have professional experience in matters relating to investments
falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or (c)
are persons to whom it may otherwise be lawfully communicated; (all
such persons referred to in (a), (b) and (c), together being
referred to as "Relevant Persons"). This Announcement must not be
acted on or relied on by persons who are not Relevant Persons.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in South Africa in relation to the Placing
Shares and the Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws
of any state, province or territory of Australia, Canada South
Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, South Africa, or Japan or any other
jurisdiction in which such activities would be unlawful.
This Announcement is not, and under no circumstances is to be
construed as, a prospectus, an offering memorandum, an
advertisement or a public offering of any securities referred to
herein in any province or territory of Canada. In Canada, no
prospectus has been filed with any securities commission or similar
regulatory authority in respect of the securities referred to
herein. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the securities referred to
herein and any representation to the contrary is an offence.
The offering of any securities in Canada will be made on a
private placement basis only in the provinces of Alberta, Ontario
and Québec (the "Canadian Jurisdictions") to persons permitted to
purchase such securities as identified and selected by the Banks.
In Canada, this Announcement may be delivered, and securities
referred to herein may be offered or sold, only to persons that are
in the Canadian Jurisdictions and are (a) "accredited investors" as
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, subsection 73.3(1) of the Securities Act
(Ontario), and (b) "permitted clients" as defined in section 1.1 of
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any other person who receives
this Announcement should not rely or act upon it.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Banks and by Greenhill & Co. International LLP ("Greenhill")
and/or by any of their respective directors, officers, employees,
affiliates and/or agents, or any person acting on its or their
behalf, as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
HSBC is authorised by the Prudential Regulatory Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the FCA.
Goodbody is authorised and regulated in Ireland by the Central Bank
of Ireland and is also subject to limited regulation in the United
Kingdom by the FCA. Shore Capital is a member of the London Stock
Exchange and is authorised and regulated in the United Kingdom by
the FCA. Rabobank is authorised by the Dutch Central Bank (De
Nederlandsche Bank), regulated by the Netherlands Authority for the
Financial Markets (Stichting Authoriteit Financiële Markten, AFM)
and subject to limited regulation in the United Kingdom by the FCA
and the PRA in respect of its UK activities. Greenhill is
authorised and regulated in the United Kingdom by the FCA. Each of
the Banks and Greenhill is acting solely for the Company and no one
else in connection with this Announcement and the Placing and will
not regard any other person as their respective client, nor be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to their respective
clients nor for providing advice, in relation to the Placing, the
contents of this Announcement and/or any other matter referred to
in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on the Banks and/or
Greenhill by FSMA or by the regulatory regime established under it,
none of the Banks nor Greenhill nor any of their respective
directors, officers, employees, affiliates and/or agents accept any
responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of the Banks and/or Greenhill
and/or any of their respective directors, officers, employees,
affiliates and/or agents in connection with the Company, the
Placing Shares or the Placing. The Banks , Greenhill and each of
their respective directors, officers, employees, affiliates and/or
agents accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by the
Banks , Greenhill and/or any of their respective directors,
officers, employees, affiliates and/or agents as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement. None of the Banks , nor Greenhill are acting for the
Company with respect to the Subscription.
The distribution of this Announcement and/or the offering of the
New Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Banks , Greenhill and/or
any of their respective directors, officers, employees, affiliates
and/or agents, or any person acting on its or their behalf, that
would, or which is intended to, permit an offering of the New
Shares in any jurisdiction or result in the possession or
distribution of this Announcement or any other offering or
publicity material relating to New Shares in any jurisdiction where
action for that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company, the Banks and Greenhill to inform themselves about, and to
observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise. The Company, its directors, the Banks , Greenhill, their
respective affiliates and any person acting on its or their behalf
each expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to
do so by applicable law or regulation, the Listing Rules, MAR, the
DTRs, the rules of the London Stock Exchange or the FCA.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Company, the Banks and/or
Greenhill.
The information in this Announcement may not be forwarded or
distributed to any other person(s) and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. The contents of this Announcement are not
to be construed as legal, business, financial or tax advice. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information,
and consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice. The price and value of securities, and any income
expected from them, can go down as well as up. Past performance is
not a guide to future performance.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
In connection with the Placing, each of the Banks , and any of
their respective affiliates or any person acting on its or their
behalf , may take up a portion of the shares of the Company in the
Placing in a principal position and in that capacity may retain,
purchase or sell for its own account such shares and other
securities of the Company or related investments and may offer or
sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to the Banks or any of their respective
affiliates or any person acting on its or their behalf. In
addition, any Bank or any of their respective affiliates or any
person acting on its or their behalf may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such Bank(s) or
any of their respective affiliates or any person acting on its or
their behalf may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. None of
the Banks , nor any of their respective affiliates nor any person
acting on its or their behalf intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
The New Shares to be issued pursuant to the Placing and the
Subscription will not be admitted to trading on any stock exchange
other than the main market for listed securities of the London
Stock Exchange.
The most recent Annual Report and other information relating to
the Company are available on the Greencore website at
www.Greencore.com . Neither the content of the Company's website
nor any website accessible by hyperlinks on the Company's website
is incorporated in, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Banks will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
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(END) Dow Jones Newswires
November 24, 2020 02:00 ET (07:00 GMT)
Greencore (LSE:GNC)
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Greencore (LSE:GNC)
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