REG - Appreciate Group PLC PayPoint PLC - Notice of Court Hearing

PayPointAnnouncement

25/01/2023 12:00

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RNS Number : 8506N  Appreciate Group PLC  25 January 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

25 JANUARY 2023

RECOMMENDED OFFER

FOR

APPRECIATE GROUP PLC ("APPRECIATE GROUP")

BY

PAYPOINT PLC ("PAYPOINT")

to be implemented by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

 

Notice of Court Hearing

On 7 November 2022, the boards of PayPoint and Appreciate Group announced that
they had reached agreement on the terms of a recommended offer pursuant to
which PayPoint will acquire the entire issued and to be issued share capital
of Appreciate Group (the "Acquisition"). It is intended that the Acquisition
will be effected by means of a Court-sanctioned scheme of arrangement between
Appreciate Group and relevant Appreciate Group Shareholders under Part 26 of
the Companies Act 2006 (the "Scheme"). A circular in relation to the
Acquisition was published by Appreciate Group on 2 December 2022 (the "Scheme
Document").

The board of Appreciate Group is pleased to announce that the Court Hearing to
sanction the Scheme will be held in The Royal Courts of Justice on 23 February
2023.

Timetable

The Acquisition is expected to be implemented in accordance with the following
timetable of principal events:

 Event                                                                           Time and/or date (2023)
 Court Hearing to sanction the Scheme                                            23 February
 Last day of dealings in, and for registration of transfers of, and disablement  27 February
 in CREST of, Appreciate Group Shares
 Scheme Record Time                                                              6.00 p.m. on 27 February
 Suspension of dealings in Appreciate Group Shares on AIM                        7.30 a.m. on 28 February
 Effective Date                                                                  28 February
 Cancellation of admission of, and dealings in, Appreciate Group Shares          7.00 a.m. on 1 March
 Admission of the New PayPoint Shares to the Official List and to trading on     8.00 a.m. on 1 March
 the Main Market of the London Stock Exchange
 Crediting of the New PayPoint Shares to CREST accounts                          from 8.00 a.m. on 1 March
 Latest date for CREST accounts to be credited with New PayPoint Shares (and,    Within 14 days of the Effective Date
 if applicable, for share certificates in respect of New PayPoint Shares to be
 issued)
 Settlement of the Cash Consideration payable under the Acquisition              Within 14 days of the Effective Date
 Long Stop Date                                                                  5 June 2023

 

All times shown are London times. The dates and times given are indicative
only and are based on Appreciate Group's and PayPoint's current expectations
and may be subject to change. If any of the expected times and/or dates above
change, the revised times and/or dates will be notified to Appreciate Group
Shareholders by announcement through a Regulatory Information Service, with
such announcement being made available on Appreciate Group's website at
www.appreciategroup.co.uk/investors and PayPoint's website
at https://corporate.paypoint.com
(https://corporate.paypoint.com/appreciategroupterms) .

Capitalised terms in this announcement (the "Announcement"), unless otherwise
defined, have the same meaning as set out in the Scheme Document.

Enquiries:

 

Appreciate Group

 

Guy Parsons, Executive
Chairman
Tel: 020 3128 8193

Julian Coghlan, Interim Chief Executive Officer

 

Liberum Capital Limited (Lead financial adviser, nominated adviser and
corporate broker to Appreciate Group)

 

Richard
Crawley
Tel: 020 3100 2000

Mark Harrison

Jamie Richards

Ben Cryer

Nikhil Varghese

 

Herax Partners LLP (Joint financial adviser and Rule 3 adviser to Appreciate
Group)

 

Angus
MacPherson
            Tel: 020 7399 1682

Giuseppe Leonello

 

MHP Communications (Public relations adviser to Appreciate Group)

 

Reg
Hoare
            Tel: 020 3128 8193

Katie
Hunt
appreciategroup@mhpc.com

Charles Hirst

 

PayPoint

 

Nick Wiles, Chief Executive
 
Tel: 07442 968960

Alan Dale, Finance Director
 
Tel: 07778 043962

Steve O'Neill, Corporate Affairs and Marketing
Director                           Tel: 07919 488066

 

Jefferies International Limited (Financial adviser and corporate broker to
PayPoint)

 

Simon
Hardy
            Tel: 020 7029 8000

James Thomlinson

William Brown

 

FGS Global (Public relations adviser to PayPoint)

 

Rollo
Head
            Tel: 0207 251 3801

James Thompson

 

 

Important notices

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively as financial
adviser and corporate broker to PayPoint and no one else in connection with
the Acquisition or any matters referred to in this Announcement. In connection
with such matters, Jefferies, its affiliates and its or their respective
directors, officers, employees and agents will not regard any other person as
their client, nor will they be responsible to anyone other than PayPoint for
providing the protections afforded to their clients or for providing advice in
relation to the Acquisition, the contents of this Announcement or any other
matter referred to in this Announcement or owe or accept any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person other than PayPoint in
connection with the matters referred to in this Announcement, or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as lead financial adviser,
nominated adviser and corporate broker to Appreciate Group and for no one else
in connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than Appreciate Group
for providing the protections afforded to its clients nor for providing advice
in relation to the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement. Neither Liberum nor any of its
affiliates, respective directors, officers, employees and agents owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Liberum in connection with the matters referred
to in this Announcement, or otherwise.

Herax Partners LLP ("Herax Partners"), which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively as joint financial
adviser and Rule 3 Adviser to Appreciate Group and for no one else in
connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than Appreciate Group
for providing the protections afforded to its clients nor for providing advice
in relation to the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement. Neither Herax Partners nor any of
its affiliates, respective directors, officers, employees and agents owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Herax Partners in connection with the matters
referred to in this Announcement, or otherwise.

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if applicable, the offer document containing any Takeover
Offer) and the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition. Any approval, decision in respect of, or
other response to, the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if applicable, the offer
document containing any Takeover Offer).

This Announcement does not constitute a prospectus or prospectus equivalent
document. The New PayPoint Shares to be issued pursuant to the Acquisition are
not being offered to the public by means of this Announcement.

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and
the Disclosure Guidance and Transparency Rules and 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 of jurisdictions outside the
United Kingdom. Nothing in this Announcement should be relied on for any other
purpose.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws and/or regulations
of those jurisdictions and therefore persons into whose possession this
Announcement comes who are subject to the laws and/or regulations of any
jurisdiction other than the United Kingdom should inform themselves about and
observe any such applicable restrictions in their jurisdiction. In particular,
the ability of persons who are not resident in the United Kingdom to vote
their Appreciate Group Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in which they
are located. Further details in relation to the Overseas Shareholders is
contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

Unless otherwise determined by PayPoint or required by the Takeover Code, and
permitted by applicable law and regulation, the New PayPoint Shares to be
issued pursuant to the Acquisition to Appreciate Group Shareholders will not
be made available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Scheme by any such means from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or telephone of
interstate or foreign commerce of, or any facility of a national state or
other securities exchange of any Restricted Jurisdiction) and the Takeover
Offer will not be capable of acceptance by any such use, means instrumentality
or facilities or from or within any Restricted Jurisdiction.

The availability of the New PayPoint Shares to Appreciate Group Shareholders
who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.

Further details in relation to Overseas Shareholders is contained in the
Scheme Document.

Additional information for US investors

Appreciate Group Shareholders in the United States should note that the
Acquisition relates to the securities of a company incorporated in England and
is proposed to be effected by means of a scheme of arrangement under the laws
of England and Wales. This Announcement, the Scheme Document and certain other
announcements and documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the United
States tender offer and proxy solicitation rules. If, in the future, PayPoint
exercises the right to implement the Acquisition by way of a Takeover Offer in
accordance with the terms of the Co-operation Agreement and determines to
extend the offer into the United States, the Acquisition will be made in
compliance with applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.

Appreciate Group's financial statements, and all financial information that is
included in this Announcement or the Scheme Document, or any other documents
relating to the Acquisition, have been or will be prepared in accordance with
IFRS and may not be comparable to financial statements of companies in the
United States or other companies whose financial statements are prepared in
accordance with US generally accepted accounting principles.

The receipt of cash and shares pursuant to the Acquisition by a US holder as
consideration for the transfer of its Appreciate Group Shares pursuant to the
Scheme will likely be a taxable transaction for United States federal income
tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Appreciate Group Shareholder is urged to
consult his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising
out of US federal securities laws, since PayPoint and Appreciate Group are
located in countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US holders may not
be able to sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

Neither the Securities Exchange Commission nor any securities commission of
any state of the United States has approved the transaction, passed upon the
fairness of the transaction or passed upon the adequacy or accuracy of this
Announcement. Any representation to the contrary is a criminal offence in the
United States.

If PayPoint were to elect to implement the Acquisition by means of a Takeover
Offer, in accordance with normal practice in the UK and consistent with Rule
14e-5(b) of the US Exchange Act, PayPoint, certain affiliated companies and
their nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Appreciate Group outside the US, other
than pursuant to the Acquisition, until the date on which the Acquisition
and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would occur either
in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases or arrangements to purchase will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.

Notes regarding New PayPoint Shares

The New PayPoint Shares to be issued pursuant to the Scheme have not been and
will not be registered under the relevant securities laws of Japan and the
relevant clearances have not been, and will not be, obtained from the
securities commission of any province of Canada. No prospectus in relation to
the New PayPoint Shares has been, or will be, lodged with, or registered by,
the Australian Securities and Investments Commission. Accordingly, the New
PayPoint Shares are not being, and may not be, offered, sold, resold,
delivered or distributed, directly or indirectly in or into a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of relevant laws of, or require registration thereof in, such
jurisdiction (except pursuant to an exemption, if available, from any
applicable registration requirements or otherwise in compliance with all
applicable laws).

The New PayPoint Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. It is expected that the New PayPoint
Shares will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act of 1933 (as amended) provided by Section
3(a)(10) thereof.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by PayPoint or Appreciate Group contain statements about
PayPoint and/or Appreciate Group that are or may be deemed to be
"forward-looking statements". All statements other than statements of
historical facts included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes" "projects",
"continue", "schedule" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of PayPoint's
or Appreciate Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on PayPoint's or
Appreciate Group's business.

These forward-looking statements are not guarantees of future performance. By
their nature, such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results and are
based on certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the entities' ability to control or estimate precisely. These factors
include, but are not limited to, the satisfaction of the conditions to the
Acquisition, as well as additional factors, such as changes in political and
economic conditions, changes in the level of capital investment, retention of
key employees, changes in customer habits, success of business and operating
initiatives and restructuring objectives, impact of any acquisitions or
similar transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the outcome of any
litigation. For a discussion of important factors which could cause actual
results to differ from forward-looking statements: (i) in relation to the
Wider Appreciate Group, refer to the annual report for Appreciate Group for
the financial year ended 31 March 2022; and (ii) in relation to the PayPoint
Group, refer to the annual report for PayPoint for the financial year ended 31
March 2022. Neither PayPoint or Appreciate Group, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this Announcement will actually occur.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this Announcement. All subsequent oral or written forward-looking
statements attributable to PayPoint or Appreciate Group or any of their
respective members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. PayPoint and Appreciate Group disclaim any obligation to
update any forward-looking or other statements contained in this Announcement,
except as required by applicable law.

No profit forecasts or estimates

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 or earnings per share for Appreciate Group or PayPoint for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Appreciate Group or
PayPoint respectively.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8 of the
Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code applies must be made by no later than 3.30 p.m. (London time) on
the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Right to switch to a Takeover Offer

PayPoint reserves the right to elect, subject to the terms of the Co-operation
Agreement and with the consent of the Panel, to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued share capital
of Appreciate Group as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if PayPoint so
decides, on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in the Conditions to the Acquisition
set out in Part 3 of the Scheme Document.

Publication of this Announcement on website

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Appreciate Group's website at
www.appreciategroup.co.uk/investors and on PayPoint's website at
https://corporate.paypoint.com
(https://corporate.paypoint.com/appreciategroupterms) by no later than 12:00
p.m. on the Business Day following this Announcement.

For the avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on this website are not incorporated into and do
not form part of this Announcement.

Information relating to Appreciate Group Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Appreciate Group Shareholders, persons with information rights and
other relevant persons for the receipt of communications from Appreciate Group
may be provided to PayPoint during the Offer Period as required under Section
4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. A person may also request that all future
documents, announcements and information in relation to the Acquisition are
sent to them in hard copy form. Hard copies of such documents, announcements
(including this Announcement), and information will not be sent unless
requested.

In accordance with Rule 30.3 of the Takeover Code, Appreciate Group
Shareholders, persons with information rights and participants in Appreciate
Group Share Plans may request a hard copy of this Announcement by contacting
Appreciate Group's registrars, Computershare Investor Services PLC
("Computershare") during business hours on +44 (0)370 707 1226 or in writing
at The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Calls are charged at the
standard geographical rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open
between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except public
holidays in England and Wales). Please note that Computershare cannot provide
any financial, legal or tax advice.  Calls may be recorded and monitored for
security and training purposes.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

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