TIDMGUS
RNS Number : 1988H
Gusbourne PLC
06 June 2017
6 June 2017
This announcement is for information purposes only and does not
itself constitute an offer for sale or subscription of any ordinary
shares or other securities in the capital of the Company. This
announcement has been issued by and is the sole responsibility of
the Company.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
Gusbourne Plc
("Gusbourne" or the "Company")
Open Offer of up to 10,506,560 new Ordinary Shares at 40 pence
per share
The Company is pleased to announce an underwritten Open Offer to
its Shareholders to raise GBP4,202,624, before expenses at 40p per
share.
Highlights
-- Open Offer to Qualifying Shareholders to raise up to GBP4,202,624
-- Open Offer is underwritten by Lord Ashcroft KCMG PC
-- 4 Open Offer shares for every 9 Existing Ordinary Shares at 40 pence per share
-- Opportunity for Qualifying Shareholders to acquire Excess Shares if available
-- Current trading in line with management expectations and development plans remain on course
-- Sub division of Ordinary Shares of 50p each into ordinary
shares of 1p each and deferred shares of 49p each
A circular (the "Circular") setting out details of and the terms
relating to the Open Offer is being posted to Shareholders today,
together with the Application Form, Form of Proxy and notice of a
General Meeting to be held at the offices of Cenkos Securities plc
at 10.30a.m on 29 June 2017. These documents are also available to
view on the Company's website, www.gusbourneplc.com
The timetable of expected events, key statistics and definitions
sections are set out in Appendices 1, 2 and 3 respectively of this
announcement.
Introduction
The Board announces that the Company is providing all Qualifying
Shareholders with the opportunity to subscribe for an aggregate of
up to 10,506,560 new Ordinary Shares, to raise GBP4,202,624 before
expenses, with a basic entitlement of 4 new Ordinary Shares for
every 9 Existing Ordinary Shares, at 40 pence per share, payable in
full on application.
The Issue Price is at a discount of 31 per cent. to the closing
middle market price of 58 pence per Existing Ordinary Share on 5
June 2017 (being the last practicable date before the announcement
of the Open Offer).
The Open Offer is underwritten by Lord Ashcroft KCMG PC who may
procure placees for shares for which he would otherwise subscribe
pursuant to his underwriting commitment.
Admission of the Open Offer Shares is expected to occur no later
than 8.00 a.m. on 30 June 2017 (or such later time and/or date as
Cenkos Securities and the Company may agree but not later than 28
July 2017).
The Open Offer is conditional on the passing of the General
Meeting Resolutions. As the Issue Price of 40 pence per Ordinary
Share is lower than the current nominal value of 50 pence per
Ordinary Share, the Open Offer will not be possible unless the
nominal value is reduced. The Board therefore recommends that,
pursuant to the General Meeting Resolutions, each Ordinary Share
is, prior to the proposed allotment of shares pursuant to the Open
Offer, sub divided into 1 ordinary share of 1 penny and 1 deferred
share of 49 pence.
The deferred shares will effectively have no rights and the
Company will not issue any share certificates or credit CREST
accounts in respect of them. The number of Ordinary Shares in
issue, and held by each Shareholder, as a result of the passing of
the General Meeting Resolutions will not change.
The Open Offer is independent of the Annual General Meeting and
is not conditional on any resolutions being put to Shareholders at
the Annual General Meeting.
Reasons for the Open Offer and Use of Proceeds
Gusbourne is one of England's premier sparkling wine businesses
and the Company's development plans include the further expansion
of production and sales of its award winning English sparkling wine
products. The production of premium sparkling wine from new
vineyards is by its very nature a long term project and requires
funding to support the investment in new vineyards, additional
winery capacity and stocks.
The Open Offer is expected to raise up to GBP4,202,624 before
expenses. The proceeds from the Open Offer will be used for working
capital, ongoing investment in the Gusbourne brand, and capital
expenditure in line with the Company's long-term strategic plan.
The long term development plans for the business will require
further funding over the next few years before it reaches sales
maturity and a growing level of investment in wine stocks will
become an increasingly important feature of the Company's balance
sheet. The Company will consider both further equity and debt
funding to achieve its objectives and the Board continues to look
for potential investors in either equity or debt.
Current Trading and Prospects
The Company today announced its final audited results for the
year ended 31 December 2016. Within the results, the Company
provided the following update on current trading.
The Group's trading in 2017 remains in line with expectations
and its long term strategic development plan. Gusbourne's luxury
sparkling wines continue to win new sales orders from an expanding
base of valued customers both in the UK and overseas. We look
forward in particular to the opening of our cellar door operations
during the summer of 2017 and welcoming visitors to it.
The growing season in 2017 has started well although there has
been some minor frost damage to our vines in both Kent and West
Sussex because of an unusually cold spell at the beginning of the
season. The vines will remain subject to the normal seasonal
climatic and disease risks throughout the remaining part of the
growing season.
Bond Conversion
On 2 September 2016 the Company issued Bonds at a subscription
price of GBP4,073,034 and share warrants at a rate of one warrant
for every GBP2 of the Bonds ("Warrants").
In order to strengthen the Company's balance sheet and increase
the funding options available to it in the future the Company
intends, shortly after the Company's Annual General Meeting on 29
June 2017, to offer holders of these Bonds the opportunity to
convert all or part of their Bonds into Ordinary Shares in the
Company at a conversion price of 40 pence per Ordinary Share, the
same price as that offered to shareholders in the Open Offer.
If holders of Bonds opt to convert Bonds into ordinary shares in
the Company, their Warrants will be unaffected.
A circular will be posted to holders of Bonds on or around the
30 June 2017 containing further details on the conversion of
Bonds.
Principal Terms of the Open Offer
A total of 10,506,560 new Ordinary Shares are available to
Qualifying Shareholders pursuant to the Open Offer at the Issue
Price, payable in full on application. Any Open Offer Shares not
subscribed for by Qualifying Shareholders will be available to
other Qualifying Shareholders under the Excess Application
Facility.
Although Qualifying Shareholders can apply for as many Open
Offer Shares as they wish, Qualifying Shareholders will receive an
entitlement to apply for Open Offer Shares pursuant to the Open
Offer at the Issue Price on the following basis:
4 Open Offer Shares for every 9 Existing Ordinary Shares
registered in their name on the Record Date. Entitlements of
Qualifying Shareholders will be rounded down to the nearest whole
number of Open Offer Shares. Fractional entitlements which would
otherwise arise will not be issued to the Qualifying Shareholders
but will be made available under the Excess Application
Facility.
The Excess Application Facility enables Qualifying Shareholders
to apply for Excess Shares in excess of their respective Open Offer
Entitlements provided they have agreed to take up their Open Offer
entitlement in full. For the avoidance of doubt, Qualifying
Shareholders with no Open Offer Entitlement (by virtue of their
owning fewer than 9 Existing Ordinary Shares) may still apply for
Excess Shares under the Excess Application Facility.
Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not
qualify to participate in the Open Offer. The attention of Overseas
Shareholders is drawn to paragraph 7 of Part 3 of the Circular.
If there is a change in exchange rate between the date of the
Circular and the date of Admission that would result in the gross
proceeds of the Open Offer being EUR 5 million or more, the Company
will scale back the Excess Application Facility then, if necessary,
the number of Open Offer Shares to be issued pursuant to Open Offer
Entitlements (on a pro rata basis).
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form for certificated Shareholders. Applicants can
apply for fewer or more than their entitlements under the Open
Offer. Applications made under the Excess Application Facility will
be allocated in such manner as Lord Ashcroft KCMG PC may determine
in his absolute discretion and no assurance can be given that
excess applications by Qualifying Shareholders will be met in full
or in part or at all.Application has been made for the Open Offer
Entitlements to be admitted to CREST. It is expected that such Open
Offer Entitlements will be credited to CREST on 7 June 2017. The
Open Offer Entitlements will be enabled for settlement in CREST
until 3.00p.m. on 22 June 2017. Applications through the CREST
system may only be made by the Qualifying CREST Shareholder
originally entitled or by a person entitled by virtue of bona fide
market claims. The Open Offer Shares must be paid in full on
application. The latest time and date for receipt of completed
Application Forms or CREST application and payment in respect of
the Open Offer is 11.00a.m. on 27 June 2017. The Open Offer is not
being made to certain Overseas Shareholders, as set out in
paragraph 7 of Part 3 of the Circular.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. Any Open Offer Shares which are not
applied for by Qualifying Shareholders under the Open Offer will,
insofar as Lord Ashcroft KCMG PC does not exercise his absolute
discretion to allocate such Open Offer Shares to, placees be issued
by the Company to Lord Ashcroft KCMG PC, or an entity on his
behalf, pursuant to the underwriting arrangement described in
paragraph 7 of Part 1 of the Circular. The Application Form is not
a document of title and cannot be traded or otherwise
transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part 3 of the Circular and on the
accompanying Application Form.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
admission of the Open Offer Shares which are subscribed for to
trading on AIM. It is expected that Admission will occur and that
dealings will commence at 8.00 a.m. on 30 June 2017 at which time
it is also expected that the Open Offer Shares will be enabled for
settlement in CREST.
General meeting
A general meeting of the Shareholders is required in order for
the Company to issue the Open Offer Shares. The General Meeting
will be held at the offices of Cenkos Securities plc at 10.30a.m on
29 June 2017. A notice of the General Meeting, together with
accompanying form of proxy have today been posted to
Shareholders.
Irrevocable undertakings to vote in favour of the General
Meeting Resolutions have been entered into by Lord Ashcroft KCMG PC
and Andrew Weeber whose shareholdings in the Company are in
aggregate 17,936,715 Ordinary Shares representing 75.9% of the
Company's issued share capital.
Annual General Meeting
As Admission is to take place after the deadline for receipt of
proxies in connection with the Annual General Meeting, votes may
not be cast at the Annual General Meeting in respect of Open Offer
Shares.
Related Party Transactions
Lord Ashcroft KCMG PC currently has a beneficial interest in
64.4 per cent. of the Existing Ordinary Shares. The Company has
received a letter of intent from Lord Ashcroft KCMG PC stating that
he will participate or, (in the case of Existing Ordinary Shares
held on his behalf) procure that the relevant registered
shareholder will participate in the Open Offer at least to the
extent that his beneficial holdings of Ordinary Shares will be no
less than 64.4 per cent. of the Ordinary Shares following the Open
Offer.
Lord Ashcroft KCMG PC has agreed that, in consideration of the
payment of a commission of 2% (plus VAT if applicable) of the
maximum gross proceeds of the shares subscribed for pursuant to the
underwriting commitment hereinafter described, and the payment of a
management fee of GBP50,000 (plus VAT if applicable), in each case
to Anne Street Partners Limited (a company in which Lord Ashcroft
KCMG PC owns the whole beneficial interest), in the event that:
a) subscribers are not obtained for all or any of the shares
offered pursuant to their pre-emptive entitlements under the Open
Offer by 11.00a.m. on 27 June 2017;
b) subscribers are not obtained for all or any shares pursuant
to the Excess Application Facility (with all such applications to
be approved or otherwise, in whole or in part, by Lord Ashcroft
KCMG PC); or
c) any subscriber defaults on its payment obligations as set out in the Circular,
he will procure placees for, or will forthwith subscribe for, or
will procure that an entity on his behalf will forthwith subscribe
for, as principal, all of those shares offered pursuant to the Open
Offer in respect of which subscribers or placees have not been
obtained.
Furthermore, Belize Fiduciaries No 3 Limited, a Company
controlled by Lord Ashcroft KCMG PC has provided a short term loan
of GBP1 million to the Company on 6 June 2017. The amount of the
loan together with interest on it shall be employed towards the
subscription of shares by Belize Fiduciaries No.3 Limited under the
Open Offer and the issue of the shares subscribed for shall
constitute repayment of the loan in full. The loan is
unsecured.
These commitments constitute related party transactions under
Rule 13 of the AIM Rules for Companies. The Company's independent
directors, being those not involved in the Open Offer as a related
party, having consulted with the Company's nominated adviser,
consider that the terms of these transactions are fair and
reasonable insofar as its shareholders are concerned.
Directors' Participation in the Open Offer
The Company has been informed by each of Ian Robinson, Matthew
Clapp, Lord Arbuthnot PC and Jon Pollard that they intend to accept
their respective entitlements under the Open Offer in full.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons,
(including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to
forward the Circular or the Application Form to such persons, is
drawn to the information which appears in paragraph 7 of Part 3 of
the Circular.
In particular, Qualifying Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including without limitation the
United States of America), should consult their professional
advisers as to whether they require any governmental or other
consents or need to observe any other formalities to enable them to
take up their entitlements under the Open Offer.
Action to be Taken
Qualifying non-CREST Shareholders wishing to apply for Open
Offer Shares or Excess Shares must complete the Application Form
which accompanies the Circular in accordance with the instructions
set out in paragraph 4.1 of Part 3 of the Circular and on the
Application Form and return it with the appropriate payment to
Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive no later
than 11.00a.m. on 27 June 2017.
For further information contact:
Gusbourne Plc
Andrew Weeber +44 (0)1233 758 666
Cenkos Securities plc
Nicholas Wells / Callum Davidson +44 (0)20 7397 8920
Note: This announcement and other press releases are available
to view at the Company's website: www.gusbourneplc.com
Note to Editors
Gusbourne PLC ("the Company") is engaged, through its wholly
owned subsidiary Gusbourne Estate Limited (together the "Group"),
in the production and distribution of a range of high quality and
award winning English sparkling wines from grapes grown in its own
vineyards in Kent and West Sussex. The majority of the Group's
mature vineyards are located at its freehold estate at Appledore in
Kent where the winery is also based. The Group has a total of 231
acres of vineyards.
Appendix 1
Expected Timetable of Principal Events
Record Date for the Open Offer 5.30p.m. on 2 June
2017
Announcement of the Open Offer 6 June 2017
Ex-entitlement Date 6 June 2017
Posting of Circular and Application Form 6 June 2017
to Qualifying non-CREST Shareholders
Open Offer Entitlements and Excess CREST 7 June 2017
Open Offer Entitlements credited to stock
accounts of Qualifying CREST Shareholders
Recommended latest time and date for requesting 4.30pm on 21 June
withdrawal of Open Offer Entitlements from 2017
CREST
Latest time and date for depositing Open 3.00p.m. on 22 June
Offer Entitlements into CREST 2017
Latest time and date for splitting Application 3.00p.m. on 23 June
Forms (to satisfy bona fide market claims 2017
only)
Latest time and date for acceptance of the 11.00a.m. on 27 June
Open Offer and receipt of completed Application 2017
Forms and payment in full under the Open
Offer or settlement of relevant CREST instruction
(if appropriate)
Latest time and date for receipt of proxy 10.30a.m on 27 June
forms for General Meeting 2017
Latest time and date for receipt of proxy 11.00a.m on 27 June
forms for Annual General Meeting 2017
General Meeting 10.30a.m on 29 June
2017
Annual General Meeting 11.00a.m on 29 June
2017
Announcement of result of Open Offer 29 June 2017
Admission and commencement of dealings in 8.00a.m. on 30 June
the 2017
Open Offer Shares on AIM Open Offer Shares 8.00a.m. on 30 June
credited to CREST members' accounts 2017
Despatch of definitive share certificates by 14 July 2017
for Open Offer Shares in certificated form
If any of the details contained in the timetable above should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
Appendix 2
Key Statistics
Number of Open Offer Shares 10,506,560
Basic entitlement under the Open Offer 4 new Ordinary Shares
for every 9 Existing
Ordinary Shares
Issue Price 40 pence
Gross proceeds from the Open Offer GBP4,202,624
Enlarged issued share capital following
the Open Offer 34,146,322
New Ordinary Shares as a percentage of
the Enlarged Share Capital 30.77%
Market capitalisation of the Company immediately GBP13,656,529
following the Open Offer at the Issue Price
Appendix 3
Definitions
"Act" Companies Act 2006 (as amended)
"Admission" to the extent that Qualifying Shareholders
apply to subscribe for Open Offer Shares
under the Open Offer, the admission of
the Open Offer Shares subscribed under
the Open Offer to trading on AIM
"AIM" the AIM market operated by London Stock
Exchange
"AIM Rules for Companies" the AIM Rules for Companies and guidance
notes as published by the London Stock
Exchange from time to time
"Annual General Meeting" the annual general meeting of the Company
due to take place at the offices of Cenkos
Securities at 11.00a.m on 29 June 2017
"Application Form" the personalised application form on which
Qualifying non-CREST Shareholders may apply
for new Ordinary Shares under the Open
Offer, which accompanies the Circular
"Barclays" Barclays Bank plc
"Board" or "Directors" the directors of the Company as at the
date of the Circular
"Bonds" bonds issued pursuant to the Deep Discount
Bond
"Capita Asset Services" a trading name of Capita Registrars Limited
"Cenkos Securities" Cenkos Securities plc
"Company" or "Gusbourne" Gusbourne plc
"Condition" the passing of resolutions 1 and 2 of the
General Meeting Resolutions at the General
Meeting
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined in
the CREST Regulations)
"CREST Manual" the rules governing the operation of CREST,
consisting of the CREST Reference Manual,
CREST International Manual, CREST Central
Counterparty Service Manual, CREST Rules,
Registrars Service Standards, Settlement
Discipline Rules, CCSS Operations Manual,
Daily Timetable, CREST Application Procedure
and CREST Glossary of Terms (all as defined
in the CREST Glossary of Terms promulgated
by Euroclear on 15 July 1996 and as amended
since)
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the CREST
Manual)
"CREST member account the identification code or number attached
ID" to a member account in CREST
"CREST participant" a person who is, in relation to CREST,
a system-participant (as defined in the
CREST Regulations)
"CREST participant shall have the meaning given in the CREST
ID" Manual issued by Euroclear
"CREST payment" shall have the meaning given in the CREST
Manual issued by Euroclear
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"CREST sponsor" a CREST participant admitted to CREST as
a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST as a sponsored
member
"Deep Discount Bond" the deep discount bond issued by the Company
on 2 September 2016 with a final redemption
date of 15 August 2021
"Enlarged Share Capital" the entire issued share capital of the
Company following completion of the Open
Offer at Admission and assuming that the
Open Offer is fully subscribed
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional Open
Offer Shares in excess of their Open Offer
Entitlements in accordance with the terms
and conditions of the Open Offer
"Excess CREST Open in respect of each Qualifying CREST Shareholder,
Offer Entitlements" the entitlement (in addition to an Open
Offer Entitlement) to apply for Open Offer
Shares pursuant to the Excess Application
Facility, which is conditional on taking
up the Open Offer Entitlement in full
"Excess Shares" Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application
Facility
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 6 June 2017
"Existing Ordinary the 23,639,762 Ordinary Shares in issue
Shares" on the date of this announcement
"FCA" the Financial Conduct Authority of the
UK
"FSMA" Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of the Company due
to take place at the offices of Cenkos
Securities at 10.30a.m on 29 June 2017
"General Meeting Resolutions" the resolutions to be considered and, if
thought fit, passed at the General Meeting
"Group" the Company and all of its subsidiary undertakings
("subsidiary undertakings" having the same
meaning as set out in the Act)
"Issue Price" 40 pence per new Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations" Money Laundering Regulations 2007, the
money laundering provisions of the Criminal
Justice Act 1993, Part VIII of FSMA (together
with the provisions of the Money Laundering
Sourcebook of the FCSA and the manual of
guidance produced by the Joint Money Laundering
Steering Group in relation to financial
sector firms), the Terrorism Act 2000,
the Anti Terrorism Crime and Security Act
2001, the Proceeds of Crime Act 2002 and
the Terrorism Act 2006
"Open Offer" the invitation made to Qualifying Shareholders
to apply to subscribe for the Open Offer
Shares at the Issue Price on the terms
and subject to the conditions set out in
Part 3 of the Circular and in the Application
Form
"Open Offer Entitlements" the basic entitlements of Qualifying Shareholders
to subscribe for Open Offer Shares allocated
to Qualifying Shareholders on the Record
Date pursuant to the Open Offer
"Open Offer Shares" the 10,506,560 Ordinary Shares being made
available to Qualifying Shareholders pursuant
to the Open Offer
"Ordinary Shares" ordinary shares of 50p each in the capital
of the Company or, if resolutions 1 and
2 of the General Meeting Resolutions are
passed, ordinary shares of 1p each in the
capital of the Company
"Overseas Shareholders" a Shareholder with a registered address
outside the United Kingdom
"Proposals" the Open Offer and the General Meeting
Resolutions
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in a CREST account
"Qualifying non-CREST" Qualifying Shareholders holding Existing
Ordinary Shares in Shareholders" certificated
form
"Qualifying Shareholders" holders of Existing Ordinary Shares on
the register of members of the Company
at the Record Date (but excluding any Overseas
Shareholder who has a registered address
in the United States of America or any
other Restricted Jurisdiction)
"Record Date" 5.30p.m. on 2 June 2017
"Registrar" Capita Asset Services in its capacity as
the Company's registrar
"Regulatory Information has the meaning given in the AIM Rules
Service" for Companies
"Restricted Jurisdiction" United States of America, Canada, Australia,
Japan, the Republic of Ireland, South Africa
and any other jurisdiction where the making
of the Open Offer would breach any applicable
law or regulation
"Securities Act" US Securities Act of 1933 (as amended)
"Shareholders" the holders of Existing Ordinary Shares
"UK" the United Kingdom of Great Britain and
Northern Ireland
"United States", "United the United States of America, its territories
States of America" and possessions, any state of the United
or "US" States of America and the District of Columbia
This information is provided by RNS
The company news service from the London Stock Exchange
END
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