UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO
RULE 13a-16 OR 15d-16 OF THE SECURITIES
EXCHANGE ACT OF 1934
For the month of February 2016
Commission File Number: 001-35022
Mission NewEnergy Limited
(Translation of registrant’s name
into English)
Unit B9, 431 Roberts Rd
Subiaco, Western Australia 6008
Australia
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If “Yes” is marked, indicate
below the file number assigned to the registrant in connection with Rule 12g3-2(b):
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Mission NewEnergy Limited |
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By: |
/s/ Guy Burnett |
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Name: |
Guy Burnett |
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Title: |
Chief Financial Officer and Company
Secretary |
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Date: |
February 25, 2016 |
EXHIBIT INDEX
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Exhibit Number |
Description |
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99.1 |
Appendix 3B – release of shares from escrow |
Exhibit 99.1
Tempo Offices, Unit B9,
431 Roberts Rd, Subiaco,
Western Australia, 6008
Tel: + 618 6313 3975
Fax: + 618 6270 6339
Email: invest@missionnewenergy.com
25 February 2016
ASX ANNOUNCEMENT
Appendix
3B – Release from Voluntary Escrow
Mission NewEnergy Limited (ASX: MBT)
announces today that all 15,000,000 shares placed into voluntary escrow on 25 February 2015 have been released from escrow.
-Announcement Ends -
For more information and a copy of this
announcement, please visit: www.missionnewenergy.com or contact:
Company Contact:
James Garton
Phone: +61 8 6313 3975
Email: james@missionnewenergy.com
Appendix
3B
New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix
3B
New issue announcement,
application for quotation of additional
securities
and agreement
Information or documents not available now must
be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced
01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12
Name of entity |
Mission NewEnergy Limited (the “Company”) |
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if
there is not enough space).
1 |
+Class
of +securities issued or to be issued
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NIL |
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2 |
Number of +securities
issued or to be issued (if known) or maximum number which may be issued
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NIL |
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3 |
Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 2 |
Appendix
3B
New issue announcement
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4 |
Do the +securities rank equally in all
respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank
equally, please state:
·
the date from which they do
· the
extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
·
the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
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5 |
Issue price or consideration
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6 |
Purpose of the issue
(If issued as consideration for the acquisition
of assets, clearly identify those assets)
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6a |
Is the entity an +eligible entity that
has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the +securities the subject of this Appendix 3B, and comply with section 6i |
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6b |
The date the security holder resolution under rule 7.1A was passed |
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6c |
Number of +securities issued without security holder approval under rule 7.1 |
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 3 |
Appendix
3B
New issue announcement
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6d |
Number of +securities issued with security holder approval under rule 7.1A |
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6e |
Number of +securities issued with security
holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
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6f |
Number of securities issued under an exception in rule 7.2 |
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6g |
If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. |
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6h |
If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements |
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6i |
Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements |
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7 |
Dates of entering +securities into uncertificated
holdings or despatch of certificates
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Number |
+Class |
8 |
Number and +class of all +securities quoted
on ASX (including the securities in section 2 if applicable)
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40,870,275 |
Ordinary (MBT) |
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 4 |
Appendix
3B
New issue announcement
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Number |
+Class |
9 |
Number and +class
of all +securities not quoted on ASX (including the securities
in section 2 if applicable)
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10 |
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 5 |
Appendix
3B
New issue announcement
Part 2 - Bonus issue or pro rata issue
11 |
Is security holder approval required?
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12 |
Is the issue renounceable or non-renounceable? |
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13 |
Ratio in which the +securities will be offered |
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14 |
+Class of +securities to which the offer relates |
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15 |
+Record date to determine entitlements |
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16 |
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
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17 |
Policy for deciding entitlements in relation
to fractions
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18 |
Names of countries in which the entity
has +security holders who will not be sent new issue documents
Note: Security holders
must be told how their entitlements are to be dealt with.
Cross reference: rule
7.7. |
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19 |
Closing date for receipt of acceptances or renunciations |
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 6 |
Appendix
3B
New issue announcement
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20 |
Names of any underwriters |
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21 |
Amount of any underwriting fee or commission |
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22 |
Names of any brokers to the issue |
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23 |
Fee or commission payable to the broker to the issue |
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24 |
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders |
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25 |
If the issue is contingent on +security holders’ approval, the date of the meeting |
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26 |
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
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27 |
If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders |
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28 |
Date rights trading will begin (if applicable) |
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29 |
Date rights trading will end (if applicable)
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30 |
How do +security holders sell their entitlements in full through a broker? |
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31 |
How do +security holders sell part of their entitlements through a broker and accept for the balance? |
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 7 |
Appendix
3B
New issue announcement
32 |
How do +security holders dispose of their entitlements (except by sale through a broker)? |
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33 |
+Despatch
date
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Part 3 - Quotation of securities
You need only complete this section
if you are applying for quotation of securities
34 |
Type of securities
(tick one)
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(a) |
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Securities described in Part 1 |
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(b) |
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All other securities
Example: restricted
securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities
when restriction ends, securities issued on expiry or conversion of convertible securities |
Entities that have ticked box 34(a)
Additional securities forming a new
class of securities
Tick to indicate you are providing the information or documents |
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35 |
¨ |
If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders |
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36 |
¨ |
If the +securities
are +equity securities, a distribution schedule of the additional +securities
setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over |
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37 |
¨ |
A copy of any trust deed for the additional +securities |
+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 8 |
Appendix
3B
New issue announcement
Entities that have ticked box 34(b)
38 |
Number of securities for which +quotation
is sought
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39 |
Class of +securities
for which quotation is sought
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40 |
Do the +securities
rank equally in all respects from the date of allotment with an existing +class
of quoted +securities?
If the additional securities do not rank
equally, please state:
· the date from which they do
· the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
· the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
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41 |
Reason for request for quotation now
Example: In the case
of restricted securities, end of restriction period
(if issued upon conversion of another security,
clearly identify that other security)
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Number |
+Class |
42 |
Number and +class
of all +securities quoted on ASX (including the securities
in clause 38)
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 9 |
Appendix
3B
New issue announcement
Quotation agreement
| 1 | +Quotation of our additional +securities
is in ASX’s absolute discretion. ASX may quote the +securities
on any conditions it decides. |
| 2 | We warrant the following to ASX. |
| · | The issue of the +securities to be quoted complies with the law and is not for an illegal
purpose. |
| · | There is no reason why those +securities should not be granted +quotation. |
| · | An offer of the +securities for sale within 12 months after their issue will not require disclosure under section
707(3) or section 1012C(6) of the Corporations Act. |
Note:
An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
| · | Section 724 or section 1016E of the Corporations Act does not apply to any applications received
by us in relation to any +securities to be quoted and that no-one has any right to return
any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the
time that we request that the +securities be quoted. |
| · | If we are a trust, we warrant that no person has the right to return the +securities
to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities
be quoted. |
| 3 | We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected
with any breach of the warranties in this agreement. |
| 4 | We give ASX the information and documents required by this form. If any information or document not available now, will give
it to ASX before +quotation of the +securities
begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. |
Sign here:.............. |
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................Date: ....25/02/2016.............. |
(Director/Company secretary) |
Print name: ........Mr Guy Burnett...........................................
== == == == ==
+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 10 |
Appendix
3B
New issue announcement
Appendix
3B – Annexure 1
Calculation of placement capacity under
rule 7.1 and rule 7.1A for +eligible entities
Introduced
01/08/12
Part 1
Rule 7.1 – Issues exceeding 15% of capital |
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue |
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Add the following:
• Number of fully paid
ordinary securities issued in that 12 month period under an exception in rule 7.2
• Number of fully paid
ordinary securities issued in that 12 month period with shareholder approval
• Number of partly
paid ordinary securities that became fully paid in that 12 month period
Note:
• Include only ordinary
securities here – other classes of equity securities cannot be added
• Include here (if
applicable) the securities the subject of the Appendix 3B to which this form is annexed
• It may be useful
to set out issues of securities on different dates as separate line items |
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Subtract the number of fully paid ordinary securities cancelled during that 12 month period |
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“A” |
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 11 |
Appendix
3B
New issue announcement
Step 2: Calculate 15% of “A” |
“B” |
0.15
[Note: this value cannot be changed]
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Multiply “A” by 0.15 |
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Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used |
Insert number of equity securities issued or agreed
to be issued in that 12 month period not counting those issued:
• Under an exception
in rule 7.2
• Under rule 7.1A
• With security holder
approval under rule 7.1 or rule 7.4
Note:
• This applies to
equity securities, unless specifically excluded – not just ordinary securities
• Include here (if
applicable ) the securities the subject of the Appendix 3B to which this form is annexed
• It may be useful
to set out issues of securities on different dates as separate line items |
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“C” |
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Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 |
“A” x 0.15
Note: number must be same as shown in Step 2
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Subtract “C”
Note: number must be same as shown in Step 3
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Total [“A” x 0.15] – “C” |
[Note: this is the remaining placement capacity under rule
7.1]
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 12 |
Appendix
3B
New issue announcement
Part 2
Rule 7.1A – Additional placement capacity for eligible entities |
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
“A”
Note: number must be same as shown in Step 1 of Part 1
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Step 2: Calculate 10% of “A” |
“D” |
0.10
Note: this value cannot be changed
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Multiply “A” by 0.10 |
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Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
Insert number of equity securities issued or agreed
to be issued in that 12 month period under rule 7.1A
Notes:
• This applies to
equity securities – not just ordinary securities
• Include here –
if applicable – the securities the subject of the Appendix 3B to which this form is annexed
• Do not include
equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has
been obtained
• It may be useful
to set out issues of securities on different dates as separate line items |
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“E” |
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 13 |
Appendix
3B
New issue announcement
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
“A” x 0.10
Note: number must be same as shown in Step 2
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Subtract “E”
Note: number must be same as shown in Step 3
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Total [“A” x 0.10] – “E” |
Note: this is the remaining placement capacity under rule
7.1A
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+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 14 |