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Police have released an e-fit of a man they would like to speak to in connection with an incident of indecency.
It happened near Meadow Way, Badger Farm, on Sunday, February 7.
At about 1.30pm a group of four boys between the ages of 11 and 12 were approached by the suspect, who offered them £100 to let him take photos of them naked.
The boys refused and the suspect walked off in the direction of Oliver's Battery.
He is described as:
Aged in his fifties
Approximately 5ft 2ins tall
Short grey hair - balding
Grey goatee beard
Wearing blue jeans and a black hooded jakcet and carrying a khaki backpack
PC Joe Zubaidi said: "This is a very unusual incident and the boys handled it very well. They came to no harm, but this is still a disturbing incident, and we would like to track down this man as quickly as possible.
"If you saw this man in the area at the time or you recognise him from the e-fit, please get in contact with police as soon as possible. Additionally, if you are aware of any similar incidents, get in touch and let us know."
Anyone with information should contact Winchester police station on 101 or Crimestoppers anonymously on 0800 555 111. People from outside Hampshire should contact 0845 045 45 45.