| THE INCOME & GROWTH VCT PLC
LEI: 213800FPC15FNM74YD92
ANNUAL FINANCIAL RESULTS OF THE COMPANY FOR THE YEAR ENDED 30 SEPTEMBER 2023
The Income & Growth VCT plc (the "Company") announces the final results for the year ended 30 September 2023. These results were approved by the Board of Directors on 12 January 2024.
You may, in due course, view the Annual Report & Financial Statements, comprising the statutory accounts of the Company by visiting https://www.mobeusvcts.co.uk/.
FINANCIAL HIGHLIGHTS
As at 30 September 2023: Net assets: £122.78 million Net asset value ("NAV") per share: 79.33 pence
- There was a positive Net asset value ("NAV") total return (including dividends)1 per share of 4.3%. - Dividends paid/payable in respect of the year total 11.00 pence per share. This brings cumulative dividends paid1 to Shareholders in respect of the past five years to 48.00 pence per share. - The Company realised investments totalling £9.13 million of cash proceeds and generated net realised gains in the year of £0.41 million. - £3.34 million was invested into five new companies and two follow-on investments.
1 - Definitions of key terms and alternative performance measures shown above and throughout this report are provided in the Glossary of terms in the Annual Report & Financial Statements. 2 - Further details on the share price total return are shown in the Performance section of the Strategic Report within the Annual Report & Financial Statements.
OUR INVESTMENT OBJECTIVE
The objective of the Company is to provide investors with an attractive return by maximising the stream of tax-free dividend distributions from the income and capital gains generated by a diverse and carefully selected portfolio of investments, while continuing at all times to qualify as a VCT.
INVESTMENT POLICY
The Company's Investment Policy is to invest primarily in a diverse portfolio of UK unquoted companies. Investments are generally structured as part loan and part equity in order to receive regular income, to generate capital gain upon sale and to reduce the risk of high exposure to equities. To further spread risk, investments are made in a number of different businesses across different industry sectors.
The Company's cash and liquid resources are held in a range of instruments which can be of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.
The Company seeks to make investments in accordance with the requirements of VCT regulation. The full text of the Company's Investment Policy is set out in the Annual Report & Financial Statements.
CHAIRMAN'S STATEMENT
Overview
The Company has seen continuing challenging UK economic conditions during this financial year. Rising inflation and high interest rates have both impacted consumer and business confidence which caused a general softening of trading performance. Worldwide, central banks have been assessing the impact of their rising rates and there are early signs that inflation is continuing, perhaps more stubbornly than anticipated. Despite this, stock market multiples appear to have stabilised somewhat following the material downward re-rating of growth stocks experienced over much of 2022 and a number of portfolio companies have experienced good growth in the year. Positive NAV performance was generated over the last six months in the year, reversing a small fall in the first six months, from strong performance by a number of key assets and a degree of resilience within the remainder of the portfolio. The result is that the Company's NAV total return (including dividends paid in the year) increased by 4.3% (2022: (8.7)%).
The Company has continued to be an active investor and provided investment finance to five new companies during the year: Connect Earth; Cognassist; Dayrize; Mable Therapy and Branchspace. Follow-on investment activity continued with further investments made during the year into Legatics and Orri. It also delivered highly successful exits in both Equip Outdoor Technologies (trading as Rab and Lowe Alpine) ("EOTH") and Tharstern Group.
Overall, the portfolio remains well funded and diversified, however there are three key assets which represent 46.5% of portfolio value. As is the nature of growth assets, the risk of company failures is ever present. The Company has strong liquidity to support the Investment Adviser's team who are actively seeking opportunities within the existing portfolio.
Following the year-end, new investments were made into Ozone Financial Technology Limited, Azarc and CitySwift. Additionally further follow-on investments were made into RotaGeek, FocalPoint and MyTutor.
The Board and Investment Adviser were pleased with the Chancellor's confirmation in the Autumn Budget held on 22 November 2023, of the intention to extend the sunset clause to 6 April 2035 meaning that future investors will still benefit from the tax reliefs available from VCTs, subject to EU approval.
Company Objective and Strategy
A Venture Capital Trust ("VCT") is a company listed on the London Stock Exchange that raises money from private investors and uses it to invest in small, young, innovative companies with high potential for growth.
These companies are usually unquoted and often less established. As a consequence they may be considered higher risk and some will not be successful. However, because small company formation is an important source of growth for the UK economy, the government has policies to help those companies grow. The VCT scheme provides investors with generous tax reliefs to help encourage investors for the risk they take with their investment and there are strict guidelines on the type of company that can receive VCT investment. Since incorporation, your Company has helped to create jobs, reward innovation and bolster the UK economy in line with the UK Government's VCT scheme policy.
The Company's objective is to provide investors with an attractive return by maximising the stream of tax-free dividend distributions from the income and capital gains generated by a diverse and carefully selected portfolio of investments, while continuing at all times to qualify as a VCT. The investment strategy and policy of the Company as set out in the Annual Report & Financial Statements is to invest primarily in a diverse portfolio of UK unquoted companies to support this objective.
Performance
The Company's NAV total return per share increased by 4.3% (2022: a fall of (8.7)%) after adding back a total of 8.00 pence per share in dividends paid during the year. The increase was principally the result of positive valuation movements across three of the five largest investments by value, in particular, Preservica, as well as higher interest income generated on cash held awaiting investment. In addition, the successful portfolio exits of EOTH and Tharstern Group generated a positive net realised gain for the Company, although this was partially offset by impairments applied to the holdings of two other companies.
At the year-end, the Company was ranked 5th out of 37 Generalist VCTs over three years, 2nd out of 36 Generalist VCTs over five years and 9th out of 31 over ten years in the Association of Investment Companies' ("AIC") analysis of NAV Cumulative Total Return. Shareholders should note that, due to the lag in the disclosed performance figures available each quarter, the AIC ranking figures do not fully reflect the final NAV uplift to 30 September 2023, or those of our peers.
Dividends
To meet the Company's objective, the Investment Adviser is tasked to provide an attractive dividend stream to Shareholders. The Board was therefore pleased to be able to declare two interim dividends of 4.00 and 7.00 pence per share, totalling 11.00 pence per share in respect of the year ended 30 September 2023 to reflect gains and income generated and ensure compliance with the VCT regulations. This surpassed the Company's annual target of 6.00 pence per share which has been achieved, and often exceeded, in each of the last twelve financial years.
The first interim dividend was paid on 26 May 2023, to Shareholders on the Register on 21 April 2023 and the second interim dividend was paid after the year end on 8 November 2023 to those Shareholders on the Register on 6 October 2023. These dividend payments have brought cumulative dividends paid per share since inception to 159.50 pence including the second interim dividend paid after the year-end.
It should continue to be noted that the majority of the portfolio are now younger growth capital investments. By their nature this results in greater risk than the historic MBO portfolio and can result in increased volatility in performance, which may affect the return Shareholders receive in any given year. Shareholders should also note that there may continue to be circumstances where the Company is required to pay dividends in order to maintain its regulatory status as a VCT, for example, to stay above the minimum percentage of assets required to be held in qualifying investments.
On 20 June 2023, the Board obtained Court approval to cancel the Company's share premium reserve and capital redemption reserve. Subject to HMRC's Return of Capital rules, this will enable additional distributable reserves to be available for dividends and will help the Company to meet its dividend target in future years.
Dividend Investment Scheme
The Company's Dividend Investment Scheme ("DIS") provides Shareholders with the opportunity to reinvest their cash dividends into new shares in the Company at the latest published NAV per share. New VCT shares attract the same tax reliefs as shares purchased through an Offer for Subscription. A total of 2,674,764 (2022: 1,901,145) Ordinary shares were allotted as a result of dividends paid during the year resulting in £2.07 million (2022: £1.81 million) of cash being retained by the Company.
Shareholders wishing to take advantage of the scheme for any future dividends can join the DIS by completing a mandate form available on the Company's website, under the 'Dividends' heading, at: www.incomeandgrowthvct.co.uk, or alternatively, Shareholders can opt-out by contacting City Partnership, using their details provided under Corporate Information in the Annual Report & Financial Statements.
Investment Portfolio
The portfolio movements across the year were as follows:
Notwithstanding the current challenging environment, a number of investee companies have shown positive revenue growth over the year (e.g. Preservica, MPB and Bella & Duke). Alongside the improvements in market multiples used as the basis of the Company's valuations, this has driven the portfolio value increase compared to last year. The overall value of the portfolio increased by £5.43 million, or 7.4%, on a like for like basis (adjusting new investments in the year) compared to the opening value of the portfolio at 1 October 2022 of £73.08 million (2022: £(10.84) million, or (12.3)%).
At the year-end, the portfolio was valued at £72.72 million (30 September 2022: £73.08 million). The portfolio's value is now substantially comprised of growth capital investments. Over 55% of the portfolio's value is comprised of the Company's largest five assets by value, with Preservica accounting for c. 27%. The Investment Adviser closely monitors these higher value assets as part of its risk mitigation measures. The VCT's portfolio valuation methodology has continued to be applied consistently and in line with IPEV guidelines. During the year, this was triangulated with an independent valuation, which was commissioned for Preservica and Bella & Duke. The intention is that the valuation of four of the largest investee companies will be externally reviewed over the course of the next year.
During the year under review, the Company invested £2.72 million (2022: £2.69 million) into five new investments:
The Company also invested a total of £0.62 million (2022: £4.64 million) into two existing portfolio companies during the year:
In November 2022 it was pleasing to exit the equity investment held in EOTH receiving £7.34 million including preference share dividends on completion which generated a realised a capital gain in the year of £0.42 million, a 6.9x multiple of cost and an IRR of 23.2%. The Company retains its interest yielding loan stock in EOTH which will increase returns further. The Company also received £2.85 million in proceeds from the realisation of Tharstern Group, generating a realised gain of £0.86 million. Over the life of this investment, the Company has received total proceeds of £4.00 million which equates to a multiple on cost of 2.6x and an IRR of 15.0%.
During the year, Spanish Restaurant Group Limited (trading as Tapas Revolution) went into administration. The company had experienced extremely challenging conditions since COVID-19 and under the HMRC Financial Health Test (more detail below), your Company was unable to invest further. Including Tapas Revolution and a restructuring of RDL Corporation, a total of £0.87 million has been recognised as a realised loss.
I reported previously on HMRC's recent stricter interpretation of the Financial Health Test. Additional guidance has since been published on this matter which outlines that each potential new VCT investment will be assessed independently based on the specific financial circumstances of the investee company. Although it will take time to see these assessments in action, this updated guidance and expected increased flexibility is a welcome development. The Board, AIC and Venture Capital Trust Association will continue to monitor this.
Revenue Account
The results for the year are set out in the Income Statement in the Annual Report & Financial Statements and show a revenue return (after tax) of 1.11 pence per share (2022: 1.23 pence per share). The revenue return for the year of £1.66 million has increased from last year's figure of £1.53 million which was, primarily, due to higher income received from the liquid balances of the immediately realisable OEIC money market funds.
Fundraising
Following the success of the two fundraises launched in 2022, the Company has sufficient levels of liquidity to continue to take advantage of new investment opportunities and fund further expansion of the businesses in its investment portfolio, helping to further diversify the portfolio and create opportunities for future growth. The current level of funds also allows the Company to seek to deliver attractive returns for its Shareholders, by way of the payment of dividends over the medium term, and buy back its shares from those Shareholders who may wish to sell theirs. Therefore, it is not the intention of the Board to conduct another fundraise in the 2023/2024 tax year.
Liquidity
Cash and liquidity fund balances as at 30 September 2023 amounted to £50.09 million representing 40.8% of net assets. After the year-end, following a 7.00 pence dividend payment of £8.89 million and investments totalling £3.84 million, the level of liquidity at 11 January 2024 is £37.36 million or 32.8% of net assets). The majority of cash resources are held in liquidity funds with AAA credit ratings, the returns on which have benefitted from the increases in interest rates over the past year which will help support future returns to Shareholders. The Board however continues to monitor credit risk in respect of all its cash and near cash resources and still prioritises the security and protection of the Company's capital.
Share buy-backs
During the year to 30 September 2023, the Company bought back and cancelled 3,975,746 of its own shares (2022: 1,166,089), representing 3.1% (2022: 1.1%) of the shares in issue at the beginning of the year, at a total cost of £2.98 million (2022: £1.03 million), inclusive of expenses.
It is the Company's policy to cancel all shares bought back in this way. The Board regularly reviews its buyback policy, where its priority is to act prudently and in the interest of remaining Shareholders, whilst considering other factors, such as levels of liquidity and reserves, market conditions and applicable law and regulations. Under this policy, the Company seeks to maintain the discount at which the Company's shares trade at approximately 5% below the latest published NAV.
Shareholder Communications & Annual General Meeting
May I remind you that the Company has its own website which is available at: www.incomeandgrowthvct.co.uk.
The Investment Adviser last held a virtual Shareholder Event on behalf of all four Mobeus VCTs in March 2023. The event was well received and the Investment Adviser plans to hold another event on 1 March 2024. Further details were circulated to Shareholders in December 2023 and will be shown on the Company's website in due course. You are encouraged to register for attendance.
Your Board is pleased to hold the next Annual General Meeting ("AGM") of the Company at 11.00 am on Thursday, 29 February 2024 at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR. A webcast will also be available at the same time for those Shareholders who cannot attend in person however, please note that you will not be able to vote via this method and so are encouraged to return your proxy form before the deadline of 27 February 2024. Information setting out how to join the meeting by virtual means will be shown on the Company's website. For further details, please see the Notice of the Meeting which can be found at the end of the Annual Report & Financial Statements.
Change of Registrar
On 4 December 2023, the Company, along with the three other Mobeus VCTs, changed its Registrar to City Partnership LLP ("City") bringing all four VCTs under one Registrar for the first time. The Board believes the move will bring additional benefits to Shareholders including the ability to access multiple Mobeus VCT shareholdings in one place using City's online portal, the Hub.
Shareholders are encouraged to register their email address with City via the Hub portal or by calling them to reduce the printing/posting costs of the Company. Further details can be found in the Shareholder Information section at the end of the Annual Report & Financial Statements.
Co-investment Scheme The Board is keen to ensure that the Investment Adviser retains a motivated and incentivised investment team which can generate attractive future returns for the Company. To improve the alignment of interests with shareholders, on 26 July 2023, the Boards of the four Mobeus VCTs released a joint announcement detailing the adoption of a Co-investment incentive scheme ("the Scheme") under which members of the Investment Adviser's VCT investment and administration team will invest their own money into a proportion of the ordinary shares of each investment made by the Mobeus VCTs (the co-investment under the Scheme will represent 8% of the four VCTs' overall ordinary share investment in an investee company).
The Scheme will apply to investments made on or after 26 July 2023, such co-investment to be at the same time and on substantially the same terms as the investment by the Mobeus VCTs. The Board will keep the Scheme arrangements under regular review.
Acquisition of Investment Adviser, Gresham House
Further to the announcement on 17 July 2023, on the acquisition of the Investment Adviser by Searchlight Capital Partners, L.P., the acquisition has now completed, and Gresham House plc delisted from the London Stock Exchange on 20 December 2023 to become a privately owned company. The acquisition is expected to have minimal impact on the Company and business is continuing as usual.
For further information please visit the website link: https://greshamhouse.com/ about/.
Consumer Duty
The Financial Conduct Authority's (FCA) new Consumer Duty regulation came into effect on 31 July 2023. The Consumer Duty is an advance on the previous concept of 'treating customers fairly', which sets higher and clearer standards of consumer protection across financial services and requires all firms to put their customers' needs first.
As previously notified, the Company is not regulated by the FCA and therefore it does not directly fall into the scope of Consumer Duty. However, Gresham House as the Investment Adviser, and any IFAs or financial platforms used to distribute future fundraising offers, are subject to Consumer Duty.
The Board will ensure that the principles behind Consumer Duty are upheld and have worked closely with the Investment Adviser on the information now available to assist consumers and their advisers to be able to discharge their obligations under Consumer Duty.
Environmental, Social and Governance ("ESG")
The Board and the Investment Adviser believe that the consideration of environmental, social and corporate governance ("ESG") factors throughout the investment cycle will contribute towards enhanced Shareholder value.
Gresham House Asset Management Limited has a team which is focused on sustainability, the Board views this as an opportunity to enhance the Company's existing protocols and procedures through the adoption of the highest industry standards.
The FCA reporting requirements consistent with the Task Force on Climate-related Financial Disclosures ("TCFD"), which commenced on 1 January 2021 do not currently apply to the Company but are kept under review, the Board being mindful of any recommended changes. The Board is aware of the FCA's new Sustainability Disclosure Requirements ("SDR") and investment labels (together the "rules") to be phased-in across the next 3 years. As the Company is classified as a Collective Investment Undertaking, the scope of the rules capture such UK-domiciled unauthorised funds, however given that the shares in the Company (the "product") do not have a sustainable investment objective, the rules only apply on a very limited basis (through the Investment Adviser) in relation to the Company. The Gresham House first TCFD Report can be found on its website at: TCFD report - Gresham House.
Fraud Warning
We are aware of cases where Shareholders are being fraudulently contacted or are being subjected to attempts of identity fraud. Shareholders should remain vigilant of all potential financial scams or requests for them to disclose personal data. The Board strongly recommends Shareholders take time to read the Company's Fraud warning section, including details of who to contact, contained within the Information for Shareholders section at the end of the Annual Report & Financial Statements.
Outlook
The geopolitical and economic outlook for the next twelve months is likely to remain challenging. However, the Board and Investment Adviser are confident that this can also provide a good opportunity to make high quality investments and build strategic stakes in businesses with good potential for the future. Despite the successful exits of EOTH and Tharstern during the year the exit environment is likely to be more subdued when compared to recent years, although this is not foreseen to be a significant issue given that the Company is not time limited. We anticipate that further stresses will become apparent across the UK business population over the coming year with no sectors immune from the impact. Nevertheless, the Company's portfolio is managed by a professional and capable Investment team, to respond to the challenges which lie ahead.
Maurice Helfgott Chairman 12 January 2024
INVESTMENT ADVISER'S REVIEW
Porfolio Review
The current exacting economic conditions are creating challenging circumstances for portfolio companies although some stability has been seen in market multiples compared to the previous year. UK business has seen both demand and operating margins come under pressure due to marked increases in inflation and interest rates. Such macro-economic conditions have not been faced by management teams in a generation, however Gresham House's experienced non-executive directors and consultants continue to support the portfolio's companies during these turbulent times.
There is now a greater focus on cash management and capital efficiency. With ample liquidity following the fundraises in 2022, the Company is very well placed to support portfolio companies with follow-on funding where it is appropriate and can be structured on attractive terms. Strong liquidity also benefits the new investment environment for the Company which, in our view, is strong as we are seeing a number of interesting investment propositions.
The decline in consumer confidence and business investment has been impacting portfolio companies' trading. Inflation has remained at an elevated level and has impacted economic growth expectations. In contrast, there are indications that supply chains are returning to normal, that labour shortages are easing and this is producing an element of positive market sentiment. The direct impact of high interest rates on the Company's portfolio is appropriately limited because most portfolio companies do not have any significant third-party debt. The outlook is therefore mixed, with the emphasis on robust funding structures and preparation for all circumstances.
The portfolio movements in the year are summarised as follows:
Despite concerns about the wider trading environment, the portfolio's largest investments have experienced some strong revenue growth, which has underpinned a positive return over the last two quarters of the Company's financial year. Preservica continues to see strong trading and is out-performing its budget giving a material uplift in its valuation. A strengthening has also been seen in the quoted share price of Virgin Wines UK plc following the release of its trading update in July 2023. There has also been some recovery in value across other portfolio companies, such as Veritek Global.
The profitable exit of EOTH provided a 6.9x multiple of cost and an IRR of 23.2% over the life of the investment and the Tharstern exit gave a return of 2.6x and an IRR of 15.0%. Unless there is a change in market dynamics, it is likely that there will be few exit prospects in the next year and portfolio companies will be held for longer periods. By contrast however, there were also some larger portfolio value falls such as MyTutor, Bleach and Wetsuit Outlet which continue to experience challenging trading conditions. The portfolio companies are now more focussed on establishing a path to profitability. Disappointingly, after experiencing very difficult trading conditions as a result of the effects of COVID-19, Tapas Revolution entered administration during the year with no expected recovery for the Company.
The Company made five new growth capital investments during the year totalling £2.72 million and two follow-on investments totalling £0.62 million, further details of these investments are on the next pages.
After the year-end, new investments were made into Ozone Financial Technology, Azarc and CitySwift and further follow-on investments were made into RotaGeek, FocalPoint and MyTutor.
The investment and divestment activity during the year has further increased the proportion of the portfolio comprised of investments made since the 2015 VCT rule change to 80.2% by value at the year-end (30 September 2022: 71.5%).
The portfolio's valuation changes in the year are summarised as follows:
Valuation changes of portfolio investments still held
The total valuation increases were £11.49 million with the main increases being: ● Preservica £6.34 million ● MPB Group £2.07 million ● Aquasium £0.94 million
Preservica continues to perform well and is improving recurring revenues. MPB's revenue growth continues with its latest valuation validated by a significant third party investor round made after the year end. Aquasium is gaining strong pipeline demand for its products.
The main reductions within total valuation decreases of £(6.47) million were: ● MyTutor £(2.39) million ● Bleach £(0.94) million ● Connect Childcare £(0.92) million
MyTutor has been impacted by declining sector multiples combined with slower than anticipated growth over the year. Bleach is trading behind budget but has recently received third party funding to support its cash position. Connect Childcare struggled to deliver product cost effectively but has now raised additional third party investment as part of its restructuring.
The Company's investment values have been partially insulated from market movements and lower revenue growth by the preferred investment structures utilised in many of the portfolio companies. This acts to moderate valuation swings and the net result can be more modest falls when portfolio values decline.
Realised gains/losses
The Company realised its investments in EOTH and Tharstern during the year under review, generating gains in the period of £0.42 million and £0.86 million, respectively. These contributed to a multiple of cost of 6.9x and 2.6x over the life of the investments. Realised losses through impairments of companies still held totalling £0.87 million were applied to two investee companies. Net realised gains for the year as a whole were £0.41 million.
Investment portfolio and income yield
In the year under review, the Company received the following amounts of income:
New investments during the year
The Company made five new investments totalling £2.72 million, as detailed below:
Further investments during the year
The Company made two further investments into existing portfolio companies in the year, totalling £0.62 million, as detailed below:
Portfolio Realisations during the year
The Company realised two investments, as detailed below:
Investments made after the year-end
The Company made three follow-on and three new investments of £3.84 million after the year-end, as detailed below:
Existing:
New:
Environmental, Social, Governance considerations
Gresham House is committed to sustainable investment as an integral part of its business strategy. The Investment Adviser has formalised its approach to sustainability and has put in place several processes to ensure environmental, social and governance factors and stewardship responsibilities are built into asset management across all funds and strategies, including venture capital trusts, for example, individual members of the investment team now have their own individual ESG objectives set which align with the wider ESG goals of Gresham House. For further details, Gresham House published its third Sustainable Investment Report in April 2023, which can be found on its website at: www.greshamhouse.com.
Outlook
Whilst the year under review was marked with volatility and uncertainty as a result of a number of factors affecting the global economy, the portfolio has continued to trade well. The UK outlook remains challenging but the portfolio is well diversified and Gresham House has an experienced team working closely with the portfolio companies to help them navigate the challenges that lie ahead. The exit environment is likely to remain subdued, resulting in longer average investment hold times, but also providing further portfolio follow-on investment opportunities. Previous evidence has shown that investing throughout the economic cycle has the potential to yield strong returns and Gresham House is seeing a number of opportunities, both new deals and further investment into the existing portfolio, which have the potential to drive shareholder value over the medium term.
Gresham House Asset Management Limited Investment Adviser 12 January 2024
Annual General Meeting
The AGM will be held at 11.00 am on Thursday, 29 February 2024 at the offices of Shakespeare Martineau LLP, 6th floor, 60 Gracechurch Street, London EC3V 0HR and will also by webcast for those Shareholders who are unable to attend in person. Details of how to join the meeting by virtual means will be shown on the Company's website. Shareholders joining virtually should note you will not be able to vote at the meeting and therefore you are encouraged to lodge your proxy form. For further details, please see the Notice of the Meeting which can be found at the end of the Annual Report & Financial Statements.
Further Information
The Annual Report & Financial Statements for the year ended 30 September 2023 will be available shortly on www.incomeandgrowthvct.co.uk.
It will also be submitted shortly in full unedited text to the Financial Conduct Authority's National Storage Mechanism and will be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism in accordance with DTR 6.3.5(1A) of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
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