What are the benefits and drawbacks of a pre-pack liquidation sale?
A pre-pack liquidation is a process where the assets and business of a company are sold at market value to a new company sometimes, but not always, managed by the same directors. It works much in the same way as a pre-pack administration, where a buyer is found prior to entering the insolvency procedure.
In pre-pack liquidation, once the assets are sold the new company – ‘newco’ – starts to trade debt-free and the old company – ‘oldco’ – is liquidated. Newco will usually trade in place of the oldco. All resources from the oldco will normally be used within the newco. Pre-pack liquidation has many advantages to businesses but the process is controversial and not viewed favourably by some creditors.
The benefits of a pre-pack liquidation
It can be a better return for creditors than a straightforward liquidation. In a liquidation, it can be difficult for creditors to see a return on certain intangible assets. In a pre-pack liquidation sale, it may be possible to recover some funds on sale of such as goodwill, web sites and databases which potentially will make more funds available for distribution to creditors.
Debt-free. Historical debts relate to oldco and as such, when that company ceases to exist following liquidation, so too do those debts.
Some employees may be employed by newco. Jobs at oldco will have been made redundant but it is possible that some or all of the staff may be offered employment with newco. Obviously, they are likely to have the necessary experience and knowledge to step straight into roles they previously occupied.
Better chance of future success. In theory at least, the newco should have a better chance of survival without the burden of historical debt. Any new investment will not be diverted to settle old debts but can be applied on developing and expanding the business. It follows that any phoenix or newco will start afresh with a clean credit history.
The negatives of a pre-pack liquidation
It can be difficult to obtain credit. The newco will not have any credit history and as such may find difficulty obtaining credit – certainly with suppliers who may have lost money with oldco. However, it may be possible to raise asset finance to purchase equipment or you may be able to raise finance against existing assets to provide a cash injection. Similarly, if your business is B2B, debtor finance may be the answer for cash flow needs. Our advisers can guide you to the right products.
It may be difficult to attract investors. Often phoenix companies need investors and the history of the old company may deter some. However, the fact that newco is not carrying historical debt may actually make the business more attractive to some investors.
It can damage relationships with creditors who face bad debts. Creditors who are left with unpaid debts understandably may be reluctant to offer credit to newco. It does come as a surprise to many directors that such suppliers are nevertheless keen to continue doing business providing they are not taking a risk by offering credit. Having already lost money, if they decide not to continue supplying they are also losing a customer and future profitable trade.
Conduct of the director will be investigated. As part of the liquidation process, the activities and conduct of the director will be examined in the period leading up to the liquidation to determine any potential wrongdoing.
A pre-pack liquidation provides a swift, secure and planned transition of a business to a new company. As oldco is liquidated a new company is formed and created. Some, or all of the resources from the old company will be transferred into the new business.
How we can help
We can assess your company’s current financial situation and walk you through any potential creditor threats. We will organise any meetings that need to be put into place to go through the process of selling assets. Our expert advisors can take you through all the available options and offer free confidential advice.
Case Studies
Crane Hire Business
Kelly Burton • Construction & Engineering
• Pre-Pack Administration
The directors of a previously profitable crane hire business approached Wilson Field for advice following a significant downturn in turnover. The drop-off was caused by the nationwide lockdowns following the outbreak of Covid-19.
The business relied upon several large UK-based housebuilders for their income, who were also negatively impacted by the government restrictions.
The Directors attempted to restructure the business to minimise overheads. However, a winding-up petition was issued during this time, and with no funds available to pay the debt due, the Directors approached Wilson Field to explore the option of a pre-packaged administration.
After an extensive marketing period, a sale of the business and assets was achieved to an associated company, and saved all the jobs at the business.
Director and insolvency practitioner Kelly Burton said:
“The business was severely impacted when the country went into lockdown as lots of regular clients, were themselves unable to work and generate income. However, after working with the directors, we arranged a pre-pack administration, which saw the business and assets purchased, with all of the company’s employees keeping their jobs.”
Care Homes Claims and MS2U
Kelly Burton • Financial Services
• Pre-Pack Administration
Care Home Claims and MS2U worked with customers who had been mis-sold financial products and services including PPI or had been over-charged on care home fees.
Joint administrators Kelly Burton and Lisa Hogg from Sheffield-based Wilson Field were called in by the directors when the group faced financial difficulties.
The business and assets of the companies were sold, for an undisclosed sum, to Acquire Inc Ltd. As part of the deal, 32 employees of an associated company transferred to the purchaser.
Group managing director Joseph Battle said:
“Problems were encountered as a result of an unprofitable contract and accrued HMRC arrears which lead to a severe cash flow shortage. We took professional advice and worked with the administrators to enable the business to continue as a going concern and preserve jobs of existing staff. Despite this being a very difficult time, the outcome means the business can continue.
“With the same management team, we can assure clients the same high level of service in the future.”
Kelly Burton, director and insolvency practitioner at Wilson Field, added:
“These companies ran into difficulty following the over calculation of work in progress on a contract, coupled with an accumulation of HMRC arrears. The directors contacted us for advice and have worked closely with us to achieve this result.
“We are pleased that the restructuring of these companies has resulted in the businesses continuing to trade via the successor business.”
Transcar Trading Limited
Kelly Burton • Automotive
• Pre-Pack Administration
Advisors from Yorkshire’s Wilson Field have saved 12 jobs at a Darlington low load haulier after it was bought out of administration.
Transcar Trading Limited specialised in collecting and delivering motor vehicles nationwide with its main clientele including major car dealers Bristol Street Motors, Lookers and Knaresborough Vauxhall.
The company, which traded from rental premises at Lingfield House Darlington and Macklin Avenue, Billingham, called in administrators from Sheffield-headquartered Wilson Field to look into the ongoing viability of the company and advise on a turnaround strategy.
After set up in 2015, it had experienced rapid growth within the last 12 months of trading and, coupled with a number of uncollected and disputed invoices, had created cash flow pressures and a build-up of arrears to HMRC.
Kelly Burton and Lisa Hogg from Wilson Field were appointed as joint administrators on November 27 and concluded a pre-packaged sale of the business and assets to Transcar Logistics Limited – wholly owned and managed by one of the directors and shareholders of Transcar Trading.
Kelly Burton, director and licenced insolvency practitioner at Wilson Field, said:
“As a result of the pre-packaged sale of the company’s business and assets to Transcar Logistics, 12 of the company’s 18 employees were transferred under TUPE, minimising preferential claims in wage arrears and accrued holiday pay.”
Valuations and advice on asset disposal was handled by Robert McArdle of David Currie & Co with legal services and advice from solicitors Ward Hadaway.
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
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"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
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"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
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"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
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"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
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"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
Sandip Chatterjee
star_ratestar_ratestar_ratestar_ratestar_rate
"I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."
Pete Senneck
star_ratestar_ratestar_ratestar_ratestar_rate
"Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"
Sharon Swift
star_ratestar_ratestar_ratestar_ratestar_rate
"Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."
Crayford Crayford
star_ratestar_ratestar_ratestar_ratestar_rate
"Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."
Danny Robertson
star_ratestar_ratestar_ratestar_ratestar_rate
"Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"
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