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A further announcement confirming the publication of the circular and the prospectus will be made later today. Enquiries: Tesco Investor Relations: Chris Griffith +44 (0)1707 912 900 Media: Jane Lawrie +44 (0) 1707 918 701 Greenhill (lead financial adviser to Tesco) David Wyles +44(0) 207 198 7400 Charles Gournay Barclays (financial adviser, corporate broker and sponsor to Tesco) Alisdair Gayne +44(0) 207 623 2323 Nicola Tennent Citi (financial adviser and corporate broker to Tesco) Andrew Seaton +44(0) 207 500 5000 Ed McBride Teneo Blue Rubicon (public relations adviser to Tesco) Philip Gawith +44(0) 207 420 3143 LEI Number: 2138002P5RNKC5W2JZ46 Freshfields Bruckhaus Deringer LLP are retained as legal advisers for Tesco. Terms used but not defined in this Announcement have the meaning set out in the announcement of the Merger released on 27 January 2017. Important Notices This Announcement is for information purposes only and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities of the solicitation of any vote or approval in any jurisdiction pursuant to the Merger. This Announcement should not be construed as investment advice and is not intended to form the basis of any investment decision. It does not constitute a prospectus or prospectus equivalent document. Overseas Jurisdictions The release, publication or distribution of this Announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. This Announcement has been prepared for the purpose of complying with English law and the Code and the 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 of England and Wales. Important Notices Relating to Financial Advisers Greenhill, which is authorised and regulated in the UK by the FCA, is acting exclusively for Tesco and no one else in connection with the Merger and will not be responsible to anyone
other than Tesco for providing the protections afforded to clients of Greenhill nor for providing advice in relation to the Merger or any other matters referred to in this Announcement. Neither Greenhill nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person who is not a client of Greenhill in connection with this Announcement, any statement contained herein, the Merger or otherwise. Barclays, which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for Tesco and no one else in connection with the Merger and will not be responsible to anyone other than Tesco for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Merger or any other matters referred to in this Announcement. Citi, which is authorised by the PRA and regulated by the PRA and the FCA, is acting exclusively for Tesco and no one else in connection with the Merger and will not be responsible to anyone other than Tesco for providing the protections afforded to its clients for providing advice in relation to the Merger or in relation to the contents of this Announcement or any transaction or any other matters referred to herein. Forwardlooking statements This Announcement (including information incorporated by reference into this Announcement), oral statements made regarding the Merger, and other information published by Tesco and Booker contain statements which are, or may be deemed to be, "forward-looking statements" with respect to the financial condition, results of operations and businesses of Booker and Tesco and the Booker Group and the Tesco Group, and certain plans and objectives of Booker and Tesco with respect to the Combined Group. All statements other than statements of historical fact are forward-looking statements. Forwardlooking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Tesco and Booker about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Merger on Tesco and Booker, the expected timing and scope of the Merger and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forwardlooking words such as "plans", "expects", "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Tesco and Booker believe that the expectations reflected in such forward-looking statements are reasonable, Tesco and Booker can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. You are cautioned not to place undue reliance on these forwardlooking statements. Each forward looking statement speaks only as of the date of this Announcement. None of Booker, the Booker Group, Tesco or the Tesco Group undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Publication on website and availability of hard copies A copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Tesco's website at www.tescoplc.com . For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement. Tesco Shareholders may request a hard copy of this Announcement by: (i) contacting Equiniti during business hours on +44 371 384 2977 if calling from the UK, or +44 121 415 7053 if calling from outside the UK (lines are open from 8.30am to 5.30pm (UK time), Monday to Friday (excluding public holidays in England and Wales)); or (ii) by submitting a request in writing to Equiniti at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Calls to 03 numbers cost no more than a national rate call to a 01 or 02 number. If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. Annex Tesco Profit Forecast
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05-Feb-2018 Singapore Banks lead th
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05-Feb-2018 UK bank Lloyds follows
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05-Feb-2018 Lloyds to ban credit ca
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05-Feb-2018 Bitcoin purchases using
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05-Feb-2018 Banks ban credit card B
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04-Feb-2018 February's best Qantas
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04-Feb-2018 Defeat 'a bitter pill t
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04-Feb-2018 Property Transfers: Fra
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03-Feb-2018 0.2 per cent away from
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Publication Date Headline Outlet UR
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sale at risk as Nestle bows out - s
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***** WHAT'S ON THE RADAR FOR THE E
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egional STOXX are falling and no su
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hard to find any positive signs aro
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Snippet I’d pretty much landed my
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if your deadline is in June, you mi
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Snippet "We had Joey up, ready to g
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Snippet (Repeats for system reasons
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(Helen Reid) ***** EURO AREA PMIS C
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In a disastrous opening to the game
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Snippet (Repeats for system reasons
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Resources. Ryanair shares are indic
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after Friday's U.S. payrolls report
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“Savedir i annan de laspe. I anna
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It then sweeps the cash into a savi
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Snippet The 3 Singapore banks, DBS,
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Snippet While the case of the alleg
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However, Russia is now drafting a b
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It then sweeps the cash into a savi
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Snippet Some say banks’ incentive
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--With assistance from Harumi Ichik
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9.11am GMT Some good news! The euro
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Treasuries to a four-year high. The
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Snippet London, 05 February 2018 --
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Client Service: 44 20 7772 5454 Rel
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organisations. That’s it: the net
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Fund to speed up the development of
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Publication Date 05-Feb-2018 Headli
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accounts opened in the Seychelles a
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Santander Consumer USA Holdings Inc
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Snippet BITCOIN'S price sunk to an
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Snippet Date: 5th February 2018 Not
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Snippet Hello and welcome to our la
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Snippet | Herpreet Kaur Grewal news
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Nomura to cut London traders? There
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Snippet Feb 5 (Reuters) - Welcome t
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(Helen Reid) ***** MORNING CALL: SE
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Snippet Description England players
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'Defensively we made a couple of er
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Almagro, 8, CP 28010, Madrid ES0225
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China Construction Bank (Europe). S
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TO SPREAD TO EUROPE (0618 GMT) Good
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Snippet LONDON (Reuters) - British
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than 20,000 active BCAs. Banks can
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Tomorrow's Daily Telegraph front pa
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Snippet The biennial co-located eve
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Over the course of the three-day se
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5 days ago 10 items Taking on Silic
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By WIRED News reports of security f
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Snippet Feb 5 ( ) - Welcome to the
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marketing and general management ro
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Freshfields Bruckhaus Deringer LLP
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Greenhill & Co. International LLP L
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other purpose. We accept no respons
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Snippet Not surprised that we are a
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Page 333 and 334: Snippet Supermarket Income REIT plc
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Page 339 and 340: conflicts of interest, valuations,
Page 341 and 342: FINANCIAL STATEMENTS 1. BASIS OF PR
Page 343 and 344: leases with tenants. The Directors
Page 345 and 346: Fair value measurement The fair val
Page 347 and 348: (continued) Valuation techniques an
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Page 351 and 352: Nick Hewson, Chairman of Supermarke
Page 353 and 354: property costs) in the Period of £
Page 355 and 356: Investment Activity The Group acqui
Page 357 and 358: The property is leased to Tesco und
Page 359 and 360: the identification of excess space
Page 361 and 362: The Directors confirm that, to the
Page 363 and 364: 2,186 Changes in fair value of inve
Page 365 and 366: 112,544 Equity Share capital 16 1,2
Page 367 and 368: Issue of redeemable preference shar
Page 369 and 370: Ordinary shares issued at a premium
Page 371 and 372: The financial statements are presen
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Page 375 and 376: 3.5 Administrative and other expens
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Page 379 and 380: 5. Administrative and other expense
Page 381 and 382: NOTES TO THE FINANCIAL STATEMENTS 9
Page 383: Snippet NOT FOR RELEASE, PUBLICATIO
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Page 393 and 394: * As disclosed in the Interim Repor
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Page 401 and 402: egretted calling Bitcoin a "fraud".
Page 405 and 406: * The Investment Adviser estimates
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Page 413 and 414: information provided to us by or on
Page 421 and 422: third party servicing. The Company
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From elsewhere London's fatberg on
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Snippet NO PARENT would ever forget
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To close the event the award ceremo
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Commission (TRC) should be revisite
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and services related to motorcycles
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Snippet Relief, massive relief. Wha
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not working as well for a law firm,
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Many law firms are trying to automa
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Zacks.com
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crore. Ebitda loss at Rs 1 crore ve
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A report of motor vehicle vandalism
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Snippet One of the most persistent
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admirable for the fact that he had
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Purchase First Tennessee Bank Expre
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we ran out of time. After that, I a
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Snippet England beat Italy convinci
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Snippet Home Problems Can not see d
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Y7.6103500761035010.076103500761035
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INDUSTRIES1.92320019281235830.01923
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REP 1/1200 SER 8SUBJ TO XTRO100.01.
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Zealand Dollar 20180204 1.369301000
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Command instead of Control ^ on Mac
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the title of Gamesa. Through the As
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Wells Fargo maintained it with "Buy
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Citibank’s Citi Qantas Prestige V
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Snippet 100,000 Bonus Qantas Points
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“It is good that we built through
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Snippet Many believe we have reache
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England's lead was cut to only thre
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Snippet ROME - Anthony Watson and S
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Snippet Ireland rugby captain Rory
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the central bank remains hesitant t
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“Both players had knee injuries,
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Snippet Quantitative Systematic Str
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Snippet England are the favourites
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BENCH: 16-Luca Bigi, 17-Nicola Quag
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Snippet England are the favourites
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3 Dan Cole (Leicester Tigers 77 cap
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Snippet Johannesburg - A five-day t
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Eddie Jones has taken the bold step
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LA TIMES: 5G BREAKS YOUR DNA AND GI
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Lewis Wind Power have been working
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interconnector was vital. “If the
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Snippet ON St Dwynwen’s Day, a ne
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Snippet Energy giants hope Scottish
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Capital City Bank Group Company Pro
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UNESCO, further to a proposal from
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increased their patrols around the
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allowed if a product is faulty or n
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Snippet THE announcement of the fir
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Snippet J.W.B. writes: My plant hir
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“The way you make money is on the
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how much extra money the host count
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To Jolie A. Long from Jenda Lee Cot
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dollars. To Rensma Timberlands LP f
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To Aaron Merrill from Paul Lavalley
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Snippet Throughout January there ha
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Triggs, of Ickleton Road, Elmdon, w
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the CCTV clearly shows you went bey
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month. “It (KHRC) is expected to
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time low. The equity recorded a 0.4
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The SIA is working with other agenc
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apparently by selling lots and lots
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e another non-event. Carter Page Vi
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§ “These [white nationalists] ar
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They’re the Uber of Southeast Asi
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off. They also demonstrated that th
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women like Irene Birungi Mugisha, C
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24019, $131,000 01/19/2018. Vaughan
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Last Thursday at Carton House, coac
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ClearConnect Checking - This checki
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Miles Bank of America Online Checki
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