Markets Live: Wednesday, 5th July, 2017


It’s quiet and it’s sunny

So this Worldpay deal is actually happening…

But first, have a different pic

And bust for as long as we’ve been running ML

The EU has approve another bailout

I just don’t get how the Italians get to pretend the Euro bank resolution procedure doesn’t really exist

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The plan sees the closure of 600 branches and 5,500 job cuts, bringing its total job count to about 20,000 by 2021, Monte Paschi chief executive Marco Morelli said in a presentation to investors on Wednesday.

It also includes the disposal of €28.6bn of bad loans to government sponsored, privately funded back up fund Atlante. Monte Paschi is targeting net profit of more than €1.2bn by 2021, with a return on equity of 10.7 per cent.

“Overall this is a restructuring plan, it could not be otherwise, but it will also create a sustainable and profitable bank going forward,” Mr Morelli said.

That’s from the Fast take

All Italian banks will be just fine going forward Thumbs up

Guess we can safely ignore the actual Footsie

Despite Wall St overnight

It’s not on the tape yet, is it?

They might be able to get a statement out before we knock off at midday, though that could be ambitious.

So, in terms of happenings …..

Worldpay Group, the UK’s leading payments processor, is close to agreeing a preliminary deal to combine with US rival Vantiv in a predominantly share-based transaction that could be announced as soon as the New York market open.

A deal would come less than a day after Worldpay revealed that it had been approached by both Vantiv and JPMorgan Chase, the world’s largest bank by market value, though the structure of the two offers contrasted sharply.

Arash not offering a price yet

Siding with Vantiv always appeared to be, as the earlier story discussed, management’s Plan A.

As in, work on a nice and friendly mutually beneficial takeover at a premium around the 35%-ish mark or whatever.

Which made yesterday’s leak and spike inconvenient, as it reduced the premium on any Vantiv deal to the 5% mark.

Interesting to see how Vantiv stock fairs later today

So it appears as if they’ve made the decision to hurry up with Plan A, which has be benefit of setting the bar for all other bidders to clear

And they’ll be doing it with 27 days of the PUSU still to run, so everyone else has time to get their numbers in order.

I think it’s fair to guess that this gambit indicates the start of an auction process, not the end of one.

People still trying to argue that Big Tech will come in here??

It’s possible. And they now have lots of time to have a look.

Though the synergies are the really important bit of the story, and it seems to be that peers can do the numbers on those quicker.

That doesn’t rule out Paypal etc, of course. But it might make outsiders like Apple a wee bit less likely.

Let me get some maths on price.

Ingenico too small now, i suspect — think of direct peers

Exane says 480p, which it prices back to a 60% probability.

– c.18.5x EV/EBITDA 2017 for the US and UK business. This is in-line with similar recent transactions in the US, e.g., First Data + CardConnect, Vantiv + Mercury, TSYS + Transfirst. Arguably, those were smaller and faster-growing assets, but WPUK is a clear market leader boasting high barriers to entry.

– c.23x EV/EBITDA 2017 for Global eCom, i.e., a 25% premium to Wirecard’s multiples on consensus forecasts. About 10pp of this premium come from different accounting policies (WDI amortizes customer relationships on c.20Y on average v. c.7Y for WPG) and the rest can be justified, we believe, by WPG’s better disclosure and Global eCom’s better regional reach.

This points to our SOTP below, which implies c.455p FV/sh. This includes c.GBP100m synergies in the US (out of a total cost base of c.GBP270m for WPUS) that, in our valuation exercise, are shared equally between the buyer and the seller.

Though it can go higher, if you want.

We believe a Seller-friendly sharing of synergies and/or a longer-term and optimistic perspective on value creation (a Bull DCF points to 500p) could bring further upside. Outperform reiterated.

In terms of Vantiv …….

Vantiv (USD12.3bn market cap) will end the year at c.2.7x ND/EBITDA. Even pushing its leverage by another three turns would only bring c.USD3bn firepower, quite far from WPG’s current market cap of GBP8.2bn (USD10.5bn). PayPal would also be a credible buyer in our view; with c.USD4.5bn net cash and USD3.2bn EBITDA 2017e, financing should be quite straightforward. We believe a number of these players might also be looking at NV-based eCom specialist Adyen.

Vantiv buying WPG would not change the competitive landscape much in our view. A purchase by Chase might lead to reduced pricing pressure in eCom. We think this is a positive for WDI and Ingenico. Also, from a valuation perspective, we believe Ingenico’s ePayment asset might re-rate.

Credit Suisse is a tad more cautious, though not by much.

Given the merits of consolidation, we think its tough to see how Worldpay will stay independent. Furthermore, we believe the current auction process is likely to lead to a higher than expected price.

We have argued all year that we are overdue sector consolidation. We think eCommerce is globalizing customer bases for global brands and this puts pressure on payments assets to become more global. US peers are typically US centric. On the other hand, Worldpay has an underperforming US business, but a market leading franchise outside of the US. Consequently, a cross border deal could create a global payments champion, with the opportunity for cost synergies in the US and revenue synergies in leveraging the global footprint. We think this is a compelling opportunity.

(All the sellside has a par that looks like that. I’ll not bother repeating them from hereon in.)

It is obviously difficult to calculate a realistic take-out price. However, if we estimate potential cost savings using the Global Payments/ Heartland deal and assume these savings are shared between Worldplay investors and an acquirer, then we believe a price scenario around 450p is feasible.

Didn’t Barc downgrade Worldpay just recently?

Thought it was overcooked

Did they? I don’t remember. Analyst there is Geradus Vos if anyone wants to search archive.

Given recent deals in the acquiring space, we would not be surprised to see offers in the 13-15x+ EBITDA range for WPG, but caution the need for a strong cost take-out plan / accretion in order for a deal at the higher end of the range to make sense, in our view. With consensus FY18E EBITDA of ~$750mn (margins of ~42%), WPG is trading just over 15x after yesterday’s 25%+ run-up in price. We estimate that halving WPG’s U.S. operating expenses (15% total cost savings) on a deal valued at 15x FY18E EBITDA (50% cash/50% stock) would be LSD accretive to VNTV EPS.

………….. and analysts do tend to say that M&A’s more a risk to their valuation model rather than a kicker.

They just add up the numbers. If you want someone to predict takeovers, go speak to the folk on the other side of the Chinese wall.

We would anticipate any acquisition offer by VNTV to be funded via a combination of cash and equity. Post an acquisition, we estimate VNTV’s net debt to EBITDA would be between 4.5-5.0x. While this is a higher than normal run-rate, we see it as palatable given the strong FCF/recurring revenue profile and strategic rationale of the acquisition-driven eCommerce growth potential and geographic expansion.

Could another bidder emerge, such as Global Collect, First Data, Paypal or Apple?
We doubt that Apple or PayPal could be interested in Worldpay: there are at least three other companies that we know about – such as Stripe, Adyent, Square or even Wirecard – that would better fit their strategy of strengthening their access to online merchants, in our view. Regarding Global Collect or First Data, they would probably also love to buy Worldpay, but the bottom line is that they are less well positioned (lower rating, lower financial capabilities) and thus we doubt that they would be able to push the price paid much higher – unless they declare an interest solely with the aim of forcing the buyer to pay up and obtaining some strategic information.

What might the strategic premium be?
This is hard to say, but let us assume that only the US operation can yield cost synergies. With GBP314m of sales and GBP78m of EBITDA, we assume that the acquirer could be able to extract almost GBP200m. Assuming a 15x EBITDA multiple (Visa is on 16x), this implies synergies worth GBP3,000m. Adding the value of these synergies to Worldpay’s market cap at our fair value would imply a share price of GBp450. Therefore, this would imply that the acquirer gives away 100% of the cost synergies but then retains 100% of the sales synergies.

Which one of them would be willing to pay the most?
Even though JPMorgan Chase has deeper pockets, we think that Vantiv would be more likely to pay up for Worldpay, as it is in the same situation that Ingenico was in a year and a half ago: if it does not buy, it will be in a strategic dead-end.

Should investors sell?
Having met investors recently after we initiated coverage of PayPal, we believe that many who are currently invested in Worldpay had invested for just such an event as this, and are therefore not long-term backers of the company. We would also highlight that, for a financial investor, Worldpay has a structurally damaged US business; a mature UK business exposed to the weakness of the post-Brexit UK economy, and is going through a platform switch. In top of that, there is a high turnover among senior management. Therefore, in conclusion, we would recommend that investors hold the shares until GBp450.

Want KBW specific to JPM buying?

We assume that JPM would acquire WPN.LN for 450 pence per share, and that would equate to a roughly $11.6B USD deal using a 1.29 pound/dollar exchange rate. To show the maximum earnings accretion, we assume an all-cash deal is completed and debt financed with a 3.0% cost of debt. We believe a large amount of intangibles would be created and that would result in meaningful tangible book value per share dilution (-5.0%, or $2.69/share). Given the potential large book value dilution, we believe this would be a strategic deal and not a financial deal for JPM.

Ultimately, we see the strategic fit for JPMorgan, and we know JPM management places a high value on the payments space so we expect the company to bid. However, we believe in a competitive bidding process that JPM would be disciplined, and so we are not putting a high probability on JPM acquiring the business (less than 30%), especially if other companies enter the bidding such as Apple or Google—companies whose pockets are just as deep as JPM and book value multiples matter less.

Citi were leery of Worldpay as well

Pretty sure they were arguing that the UK slowdown presented riss..

In our view, the rationale behind consolidation in parts of the global and European payments spaces is sound […] but it’s important to differentiate. When considering the possible M&A
combinations, we think it’s useful to distinguish between the online and POS payment spaces. Our view is that M&A in the online payment space will be driven primarily by companies who want greater exposure to the fastest-growing part of the payments ecosystem with highly attractive margins – we view this as akin to a ‘land grab’ in the New World back in the 16th and 17th centuries. In this category we’d include companies like Worldpay. Within the POS space in Europe, we think consolidation will be driven primarily by the desire to enjoy the benefits associated with economies of scale. In this category we’d include companies like Nets. Keeping the above in mind may help investors to sort through future M&A speculation to determine which combinations make strategic sense.

That’s more than anyone will read, right? I mean, ever?

However, I think we’ve covered the shorefront on this one.

And now we wait for the RNS.

Some of these trading statements?

Guess so. Any preferences?

Not much new in Ocado that I could see

H1’s a wee bit better than expected.

This “international partnership” is an ongoing mystery

Further conversations continuing with multiple retailers to adopt our solutions using OSP

OSP being the Ocado Smart Platform

Conference call talked about talks with US grocers happening post the Amazon-Whole Foods deal.

Ah yes, bound to be discussion matter

Those conversations also happened before the Amazon-Whole Foods deal, though. They’ve been happening for years, to no end.

Whether Amazon-HF lights a fire under the sector to actually do deals is an unknown.

Whether Ocado can not only attract said deals but turn a profit on them is a question no-one can answer, including Tim Steiner.

Still, the numbers are fine. So that’s nice.

Here’s Barclays to summarise them.

Key numbers:

· 1H17 Gross retail sales: £714mn, vs Bloomberg consensus £714.9mn

· 1H17 EBITDA pre-exceptionals: £45.2mn, vs consensus £44.4mn (+2.7% yoy – ie margin decline)

· 1H17 Average basket size: £108.45 (-1.4%)

· There is limited new news given Ocado already released numbers for the first 22 of these 26 weeks when it undertook a refinancing a few weeks ago.

· It appears that there has been a slight slowdown from 1Q (when gross sales growth was just above 13%) to 2Q (given that 1H revenue growth was c12.5%).

· EBITDA rose by £1.2m compared with the same period last year, but PBT fell by £1.7m – impacted by higher depreciation resulting from the opening of CFC3.

· Gross margin increased, driven by less unfunded promotional activity and greater operating efficiencies, but offset by cost inflation, opening of CFC3 in Andover and more investment in platform.

Average basket size fell 1.4% to £108.45, driven by the continued adoption of the Ocado Smart Pass. The -1.4% decline for 1H compares with a 1.6% decline in 1Q – so the 2Q decline seems to be somewhat smaller.

Ocado trades on a FY18E EV/EBITDA of 21.0x versus 6.5x for the European sector average.

Yeah, but it’s not a retailer! It’s a consultancy software company thing that just happens to have sold groceries to a small part of a small island for nearly two decades, and has hacked out a 1% market share on which it can’t make a profit.

Perhaps the former is worth 21x, because the latter probably isn’t even worth 6.5x.

We’ve said this a few times previously, tho

Yep, we’re repeating ourselves. As is inevitable.

How’s Purplebricks this morning?

Purplebricks Group PLC (PURP:LSE): Last: 419.25, down 7.25 (-1.70%), High: 426.25, Low: 415.25, Volume: 269.55k

They’ve been hit by the ASA

Advertising standards agency ruled against their testimonial things

I’m no fan of this company — or at least can’t believe the rating

But the ASA thing does seem a tad harsh

A website for the online estate agent Purplebricks,, seen in July 2016, featured nine testimonials from consumers including claims of how much they had saved in fees by using Purplebricks. The first three testimonials stated “Mrs Kay, Blackburn, March 2016. Fees saved £5,682”; “Mrs Roach, Bournemouth, March 2016. Fees saved £3,702”; and “Mr Penfold, Edington, March 2016. Fees saved £7,302”.

The ruling is too long to paste here

We noted that Purplebricks had added 20% VAT to the 1.5% average calculated from their customer survey, because they believed it was likely that the quotes respondents had received for commission rates would not have included VAT. However, we noted that because the survey question did not make a distinction between VAT-inclusive and VAT-exclusive quotes, it was not possible to determine whether respondents were referring to VAT-inclusive or -exclusive prices. We therefore concluded the average figure of 1.5% based on the results of the survey, and the 1.8% figure used in Purplebricks’ “Fees Saved” calculations were problematic.

Additionally, we understood that property owners often approached more than one estate agent for a valuation, and to find out the fees they charged, but noted that Purplebricks’ survey did not take into account that respondents may have received a range of quotes.

Furthermore, the survey had been carried out with regard to geographical areas based on Purplebricks’ fee structure of charging £798 on properties outside London and £1,158 on properties within London and the surrounding area. As referenced above, we considered that in the context of testimonials which referred to the specific localities of the featured properties, consumers would expect the “Fees saved” claims to be based on fees charged by estate agents in the specified areas, rather than on an average calculated from the broad geographical areas defined by Purplebricks.

Interesting what fjp73 says…

Hm. One key question with regards Purplebricks’ customer testimonials is whether they’re at the “sold STC” stage or at the “I’ve booked the moving van” phase.

Because the difference between these two metrics is central to the investment case.

Anthony Codling at Jefferies was on it again this week.

Purplebricks CEO told the Evening Standard that ‘83% of instructions end in a sale’. This is lower than the 88% he told Radio4’s Moneybox in 2016 and not consistent with the FY17 analyst presentation reports that 83% is the conversion from instruction to sale agreed, which is not the same as saying 83% of homes end in a sale.

Purplebricks current TV advertising campaign added a new word to the estate agency lexicon: ‘Commisery – the misery you feel when you spend thousands on commission but got nothing more for your money’. If Purplebricks is failing to sell 17%, almost one in five, of its customer’s homes, perhaps it’s time to add another word to the estate agent dictionary ‘Feemisery: the misery you feel when you spend more than £1,000 with Purplebricks and don’t sell your home’.

When we initiated on Purplebricks last year we were told that around 90% of customers took the deferred payment option, whereby the cash fee can be deferred for up to 10 months. The catch being that in order to defer, customers had to use Purplebricks supplier of conveyancing services. The group had been criticized that some of its LPEs were not making the terms of the deferral clear and that in a period of high growth, conveyancing services levels fell short of customers expectations, we note that now the deferral rate has fallen to around 65%. Is upselling getting harder rather than easier?

And as he says, it’s 116 times 2018 earnings in a sector at 15.

This is good stuff from Codling

Whether this valuation is justifiable relates to your view on whether it’s the Uber of estate agents.

And that, in part, depends on your view on Uber.

But that’s a whole different kettle of worms.

While on houses, McCarthy & Stone mentioned on the right.

Latter’s cautious due to what we previously thought was its anti-cyclical defensiveness, the former is bullish due to what we previously thought was its cyclical gearing.

Persimmon PLC (PSN:LSE): Last: 2,355, up 64 (+2.79%), High: 2,405, Low: 2,347, Volume: 1.28m

McCarthy & Stone PLC (MCS:LSE): Last: 165.10, up 1.7 (+1.04%), High: 167.00, Low: 157.80, Volume: 1.03m

So, Persimmon is still making hay on the absurd Help To Buy subsidy.

Completions up by 8% to 7,794, ASP up by 3.5% to £213k. Revenue up by 12%.

May and June still going great guns with private sales rates up by 7% for H1.

H1 margin to comfortably exceed the H2 2016 margin of 25.7%

Forward order book up by 18% to £1.6bn

And it’s all because the government is subsidising newbuild when newbuild is a defacto cartel that chokes supply and hogs land.

Good for investors though! Bad for anyone who wants, y’know, a roof over their head. But good for investors.

Consensus likely to move up on both margins and volumes by +2-4% at this stage but could likely be higher over the rest of the year. Excellent update overall. Shares reside on a 2017E P/NAV multiple of c.2.6 times versus the sector average of c.1.9 times and offer a committed 2017E dividend yield of +6%.

A more cautious tone in the update suggests that higher incentive levels and a bit more volume risk will see consensus profit estimates cut by c.+5% for FY 2017E and beyond. While underlying trading conditions have remained stable, sales momentum over the last few weeks has slowed due to the uncertainty around the General Election. The forward order book has continued to increase, mainly on a higher ASP, with the total forward sales now in line with the previous year at £659m. Group remains confident of delivering its targeted medium term volume targets assuming the market holds up by in the near term, there is clearly more caution around the current consensus expectations. Shares reside on a FY2018E P/NAV multiple of c.1.15 times and offer a dividend yield of c.4.0%.

Also, here’s Jefferies’ Codling again.

McCarthy & Stone’s trading update today was a master class in controlling that which you can control. Land, planning and build programs are all on track to deliver the expected results for FY17, FY18 and FY19 and if it hadn’t been for that pesky election we are sure that FY17 would have been just fine. However, since the election, the market has slowed, a little. The impact of the UK general election has been nowhere near as severe as the impact of last year’s EU Referendum. In our view McCarthy is a great way for investors to gain exposure to the UK’s ageing population, but one might have to wait a little longer for the expected returns.

I’ve never really understood why elections impact housing volumes. Though I’ve noted that before on here.

Still no Worldpay statement

I’d not worry about that. It takes a while to get these things signed off.

In the meantime, folk mentioning Tesco.

Tesco PLC (TSCO:LSE): Last: 174.05, up 6.95 (+4.16%), High: 174.49, Low: 167.30, Volume: 13.79m

Which is mostly on the Booker numbers, which are extremely good.

Non-tobacco LFL sales up 9.6%! Consensus expected 4.5%.

Morgan Stanley says is’s the best quarterly performance in a decade.

In the release, Booker mentions that favorable weather and a late Easter (April 16th 2017 vs. March 27th 2016 and Booker’s 1Q18 started on March 25th 2017): partially as a result in 1Q17, non-tobacco LFL sales had declined by -0.7%. However, even taking these elements into account (1Q18 only captured half of the heat wave which lasted up until June 21st), Booker’s underlying non-tobacco performance was very strong.

Tobacco sales (a very low margin category) declined by slightly more than expected by the market: they were down -7.9% vs. -5.5% expected by the market (and down -7.5% in 4Q17 and -1.0% in 3Q17). This is almost entirely the result of a changes in tobacco legislation.

A reminder that Tesco’s offer for Booker is ~80% in shares.

Where are we with those fund trying to block the deal?

CMAs looking at it in any case

Oh, forgot about that. Deal to close late 2017 / early 2018 at the earliest.

Booker Group PLC (BOK:LSE): Last: 190.90, up 6.7 (+3.64%), High: 191.20, Low: 184.90, Volume: 3.79m

That, of course, is the main reason Tesco’s up, but there was also a positive meeting at UBS yesterday.

Which I’ve got a summary of somewhere, though my computer’s not providing at the moment.

Dave Lewis (CEO) and Alan Stewart (CFO) presented to the UBS salesforce. Management is confident on its ability to deliver the strategic targets of a 3.5-4.0% EBIT margin by FY19/20 and £9bn of cumulative OCF. This is underpinned by key pillars of volume growth, cost savings and mix. Lewis sees his price position as the sharpest it has been in many years (we agree), underpinned by higher volumes per SKU (Project Reset SKU count -25%) and collaborative ‘win-win’ relationships with suppliers. On recent strong market share gains by the discounters, Lewis emphasised his primary concern is Tesco’s volume (not value) market share in key food and grocery categories and the recent 1Q18 sales print and switching data show it is winning in these areas.

Interesting also on Booker.

Lewis sees the industry over-spaced following the 2007-14 period, when ‘a new Asda’ was added. He acknowledges c.5% excess space in his estate, but argues grocery store footfall has strategic value to other retailers (cf. Arcadia, Curry’s partnerships) and post-Booker a professional catering offer can be brought into larger stores. He believes the scale of the Booker tie-up is underappreciated (adds c.£4bn sales to Tesco’s c.£20bn UK grocery business). The ongoing merger with Booker will enable Tesco to offer lower prices and improved service to Booker’s retail and catering customers (cost synergies: £175m), which drives growth potential beyond the undemanding £25m revenue synergy target.

(@Arash: ever tried to use RNS Submit? I’d not want to wrangle it while on a deadline.)

Yeah, we can’t hang around for Worldpay

It could be another hour or two

Though, while that’s us though midday, someone was mentioning the Citi note on GSK.

GlaxoSmithKline PLC (GSK:LSE): Last: 1,608, down 20.5 (-1.26%), High: 1,611, Low: 1,600, Volume: 3.28m

Analyst is Andrew Baum, MD, who’s well followed.

And he’s done a big wrap of the HIV sector.

The Street characterizes the US HIV market as the pending battle between ViiV’s (GSK/PFE JV) dolutegravir-based dual regimens (two co-formulated drugs in one pill) and Gilead’s bictegravir-containing triples. ViiV offers potential long-term safety benefits, Gilead offers proven long-term efficacy by not removing the well-established third antiviral agent. The reality is far more complex. First, the overall market growth is slowing as post ACA Medicaid enrollment plateaus. Second, ACA repeal and replace could contract the HIV market by increasing the number of uninsured as well as introducing greater cost-sensitivity among formularies, representing 15% (c.$2.3bn pa) risk to our base case. Finally, we argue that Merck has the potential to dominate both therapeutic and the prevention setting (PrEP) with its novel NRTI EFdA.

Personally, I’m minded to believe anyone who argues that the City’s wrong about how transnational medicine plays out commercially as a sector. Because it nearly always does.

Absent restrictive formularies, we would expect Gilead to continue to take share in the dynamic treatment-naïve setting, given lower clinician concerns on long-term resistance compared with ViiV’s dual regimens. We expect ViiV’s dual regimens to fare better in the ROW given the greater price-sensitivity of payers. The absence of patent opposition in EU to the BIC patent suggests Gilead does not infringe ViiV patents.

We expect such an outcome could drive contraction of the HIV market by at least $2.3bn given: (i) a likely c.80,000 increase in the under-insured HIV population; and (ii) deflationary pricing as per capita cap and potential state waivers drive more restricted formularies. ViiV would have some market advantage, given GSK’s likely greater willingness to compete on net pricing. However, we see the potential opportunity as short-lived, given Gilead’s ability to preserve pricing for its novel BIC/F/TAF triple yet provide heavy rebates on older drugs Genvoya and Stribild.

So, buy Merck. It’s gonna step into a $16bn pa market and smash stuff up.

Merck’s EFdA not in consensus but has category-killer potential
for both treatment-naïve and PrEP (HIV prevention) given its impressive efficacy, minimal resistance profile, tolerability and potential for weekly, as well daily dosing. We expect EFdA approval in 2021 for HIV treatment-naïve (likely as an Isentress HD co-formulation) and as early as 2022 for prevention (PrEP) (weekly oral or twice annual implant).

(Actually, don’t buy Merck. Citi’s only neutral on it.)

But don’t buy GSK either.

HIV really is getting beaten

[On GSK] we reduce our Core EPS estimates by up to 9%, following an 8-13% cut to our ViiV forecasts. While the new CEO has correctly identified roadblocks to address GSK’s legacy of lackluster innovation, the timelines are protracted. We expect the CEO to outline a new strategy with 2Q results, concentrating on the pipeline and potentially carving out oncology using ViiV as a template. We prefer Buy-rated AZN, Roche, and Bayer in the EU and BMY and LLY in the US.

Thanks for joining us on the right

Back tomorrow at 11am sharp

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