TIDMAEET
RNS Number : 4620N
Aquila Energy Efficiency Trust PLC
01 June 2022
1 June 2022
Aquila Energy Efficiency Trust PLC
("AEET" or the "Company")
The Board of the Company announces that the Notice of the Annual
General Meeting, which is accompanied by a letter from the Chair,
is being posted to shareholders today. The full text of the Notice
can be found below.
The Notice of the Annual General Meeting and the Form of Proxy
will be submitted to the National Storage Mechanism and shortly be
available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website: https://www.aquila-energy-efficiency-trust.com.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
Letter from the Chair
Dear Shareholder,
I am writing to you to give you notice for the Annual General
Meeting ("AGM") of the Company to be held on 28 June 2022. This
will be the Company's first AGM. For reasons I will explain, this
year will be unusual because of the need to meet various regulatory
timetables and the AGM will be followed by another general meeting
in late July 2022. The further general meeting in late July 2022
will be held in order to: receive the Company's annual report and
accounts for the period ended 31 December 2021, with the reports of
the directors and auditors thereon; to approve the directors'
remuneration policy report included in the annual report and
accounts for the period ended 31 December 2021; to approve the
directors' remuneration implementation report included in the
annual report and accounts for the period ended 31 December 2021;
to reappoint the PricewaterhouseCoopers ("PwC") as auditors to the
Company; to authorise the directors to fix the remuneration of the
auditors until the conclusion of the next AGM of the Company; and,
to approve the Company's dividend policy.
The Company is required to hold an AGM by 30 June 2022, and, to
announce and file the accounts by the same date. As you will be
aware, between February and April 2022 the Board conducted an
independent review of the Company's investment strategy. The result
of this review was announced on 21 April 2022 and included a number
of recommendations, including that modifications be made to the
Company's contract with the Investment Adviser. The work involved
in the investment strategy review, and, subsequently on
implementing and documenting the recommendations, has inevitably
had an impact on the timing of the production of the annual report
and accounts and subsequent timing and completion of the audit by
PwC. We are confident that we will publish the audited accounts for
the period ended 31 December 2021 by the end of June 2022 (and file
them by the statutory due date). However, we will be unable to put
the accounts to members for consideration at the AGM because we do
not expect that they will be published in time to fulfil the
statutory requirement that the accounts be in the hands of members
21 days prior to the meeting at which they are to be considered.
This is predominantly a procedural matter to ensure that the annual
report and accounts appropriately reflect the outcome of the
investment strategy review and the changes to fee arrangements with
the Investment Adviser, and, in no way reflect any concerns about
the Company and its financial position.
Therefore, we are calling an AGM for 28 June 2022 in order to
comply with the statutory requirement to hold the AGM by 30 June
2022. At this AGM, resolutions will be put forward to elect each
director, to give authority to allot new shares, to give authority
to allot new shares free from pre-emption rights, to give authority
for the Company to purchase its own shares, and, to authorise
calling general meetings (other than AGMs) on 14 clear days'
notice.
These are standard resolutions and further explanations are set
out below. At the second general meeting, expected to be in late
July 2022, resolutions on the annual report and accounts will be
put to shareholders, as explained above and there will be a
presentation from the Investment Adviser on the Company and its
prospects for 2022.
Formal notice of the AGM, to be held at 2pm at the offices of
CMS Law, Cannon Place, 78 Cannon St, London EC4N 6AF is included
with this letter.
Yours faithfully
Miriam Greenwood OBE DL
Chair
31 May 2022
Explanation of the resolutions to be presented to shareholders
at the AGM to be held on 28 June 2022 .
Ordinary resolutions
Resolution 1. To elect Miriam Greenwood OBE DL - Appointed on 19
April 2021 as a director of the Company.
With qualifications as a barrister and in corporate finance,
Miriam has spent more than 30 years working for a number of leading
investment banks and other financial institutions and has been a
non-executive director of several publicly listed and private
companies. She was, for nine years until 2013, a non-executive
director of the Gas and Electricity Markets Authority (Ofgem) and,
until recently, Chair of the Gas Network Innovation Competition for
seven years and has extensive experience in the energy and
utilities industry. Miriam is Chair of SMS plc and holds
non-executive director positions at River and Mercantile Group plc
and at Gulf International Bank (UK), where she also chairs their
respective Remuneration Committees. She is also a non-executive
director of Canopius Managing Agents Ltd. Beyond Board roles,
Miriam is an adviser to Ofgem on the current RIIO2 price control
and to the Mayor of London's Energy Efficiency Fund. A Deputy
Lieutenant of the City of Edinburgh, Miriam was awarded an OBE for
services to corporate finance. Miriam chairs the Management
Engagement Committee and the Nomination Committee.
Resolution 2. To elect David Fletcher - Appointed on 29 April
2022 as a director of the Company.
David was group finance director of Stonehage Fleming Family
& Partners, a leading independently owned multi-family office,
until 2019 having joined in 2002. Prior to that, he spent 20 years
in investment banking with JPMorgan Chase, Robert Fleming & Co.
and Baring Brothers & Co Limited, latterly focused on financial
services in the UK (asset management and life insurance). He
started his career with Price Waterhouse and is a chartered
accountant. David is an independent non-executive director of
Ecofin U.S. Renewables Infrastructure Trust PLC, where he is the
chair of the audit committee, and an independent chair of JP Morgan
Claverhouse Investment Trust plc. Additionally, David is an
independent non-executive director of abrdn Smaller Companies
Income Trust plc, where he is the chair of the audit committee.
With effect from his appointment to the Board on 29 April 2022,
David is Chair of the Audit and Risk Committee.
Resolution 3. To elect Nicholas Bliss - Appointed on 9 April
2021 as a director of the Company.
Nicholas established and led the global infrastructure and
transport sector group at the international law firm Freshfields
Bruckhaus Deringer LLP, where he was a partner for over 20 years
and also served on the Partnership Council, the supervisory board
of the firm. During this period, he led on mandates involving some
of the most notable infrastructure projects across the UK, Europe,
Africa and the Gulf. In particular, he was heavily involved in the
development and application of PFI, PPP and other project finance
techniques to the delivery of major infrastructure projects. Since
leaving Freshfields, he has developed an expertise in both advising
and acting as an independent director in "distressed situations" at
SPV corporates owned by infrastructure funds or industrials. Among
his other engagements, he is Of Counsel at Chatham Partners LLP, a
Hamburg based infrastructure/energy/real estate "boutique" law
firm. Nicholas acted as interim Chair of the Audit & Risk
Committee, as well as Remuneration Committee, between 31 January
2022 and 29 April 2022.
Special resolutions
Resolutions 4 and 5. To give authority to issue new shares and
to dis-apply pre-emption rights
At the forthcoming AGM, the Board are seeking authority to allot
up to a maximum of 10% of the Company's shares in issue as at the
date of the Notice of AGM (equating to 10 million Ordinary Shares)
and to dis-apply pre-emption rights. Authority granted under these
resolutions will expire at the conclusion of the AGM to be held in
2023 unless renewed prior to this date via a General Meeting. The
full text of these resolutions are set out in the Notice of Meeting
accompanying this letter.
The authority granted by Shareholders to issue Ordinary Shares
will provide flexibility to grow the Company and further expand the
Company's list of assets. Ordinary Shares will only be issued at a
premium to the prevailing NAV (cum income) to reflect the costs of
issue. Ordinary Share issues are at the discretion of the
Board.
Resolution 6. To give authority for the Company to purchase its
own shares
The Directors recommend that an authority to purchase up to
14,999,000 Ordinary Shares (subject to the condition that not more
than 14.99% of the Ordinary Shares in issue, excluding Treasury
Shares, at the date of the AGM are purchased) be granted and a
resolution to that effect will be put to the AGM. Any Ordinary
Shares purchased will either be cancelled or, if the Directors so
determine, held in treasury.
The Companies Act 2006 permits companies to hold shares acquired
by way of market purchase as treasury shares, rather than having to
cancel them. This provides the Company with the ability to re-issue
Ordinary Shares quickly and cost effectively, thereby improving
liquidity and providing the Company with additional flexibility in
the management of its capital base. No Ordinary Shares will be sold
from treasury at a price less than the (cum-income) NAV per
existing Ordinary Share at the time of their sale unless they are
first offered pro rata to existing Shareholders. At the period end
the Company did not hold any shares in treasury.
Unless otherwise authorised by Shareholders, Ordinary Shares
will not be issued at less than NAV and Ordinary Shares held in
treasury will not be sold at less than NAV.
Resolution 7. To authorise calling general meetings (other than
Annual General Meetings) on 14 clear days' notice.
The Board believes that it is in the best interests of
Shareholders of the Company to have the ability to call meetings on
14 days' clear notice on matters requiring urgent approval. The
Board will therefore propose resolution 7 at the AGM to approve the
reduction in the minimum notice period from 21 to 14 clear days for
all general meetings other than annual general meetings.
Once approval is granted, the approval would be effective until
the Company's next AGM, when it is intended that a similar
resolution will be proposed. In accordance with the Shareholders'
Rights Directive, the Company will offer the Shareholders the
ability to vote by electronic means. This facility will be
accessible to all Shareholders, should the Board call a General
Meeting at 14 clear days' notice. Short notice will only be used by
the Board under appropriate circumstances.
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Aquila Energy Efficiency Trust PLC
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Aquila
Energy Efficiency Trust PLC will be held at CMS Law, Cannon Place,
78 Cannon St, London EC4N 6AF on 28 June 2022 at 2 p.m. for the
following purposes:
To consider and if thought fit pass the following resolutions of
which resolutions 1 to 4 will be proposed as ordinary resolutions
and resolutions 5 to 7 will be proposed as special resolutions.
Ordinary resolutions
1. To elect Miriam Greenwood as a Director of the Company.
2. To elect David Fletcher as a Director of the Company.
3. To elect Nicholas Bliss as a Director of the Company.
4. That the Directors be and are hereby generally and
unconditionally authorised (in substitution for all subsisting
authorities to the extent unused) to exercise all powers of the
Company to allot relevant securities (as defined in section 551 of
the Companies Act 2006) up to an aggregate nominal amount equal to
GBP100,000 PROVIDED THAT the Directors may not allot relevant
securities of an aggregate nominal amount more than 10 per cent. of
the nominal value of the issued share capital (excluding Treasury
Shares) at the date of the Annual General Meeting and that this
authority shall expire (unless previously varied, revoked or
renewed by the Company in general meeting) at the conclusion of the
next Annual General Meeting of the Company or, if earlier, on the
expiry of 15 months from the passing of this resolution (the
"section 551 period") but so that the Directors may, at any time
prior to the expiry of the section 551 period, make an offer or
agreement which would or might require relevant securities to be
allotted after the expiry of the section 551 period and the
Directors may allot relevant securities in the pursuance of such an
offer or agreement as if the authority granted by this resolution
had not expired.
Special resolutions
5. That, subject to the passing of resolution 4 in the notice
convening the meeting at which this resolution is to be proposed
(the "notice of meeting") and in substitution for all existing
powers, the Directors be and are hereby generally empowered
pursuant to section 570 of the Companies Act 2006 (the "Act") to
allot equity securities (as defined in section 560 (1) of the Act)
for cash pursuant to the authority under section 551 of the Act
conferred by resolution 4 in the notice of meeting as if section
561 of the Act did not apply to any such allotment, provided that
this power:
(i) expires at the conclusion of the next annual general meeting
of the Company or, if earlier, 15 months from the date this
resolution is passed, but the Company may make an offer or
agreement which would or might require equity securities to be
allotted after expiry of this power and the Directors may allot
equity securities in pursuance of that offer or agreement as if
that power had not expired; and
(ii) shall be limited to the allotment of equity securities for
cash up to an aggregate nominal amount of GBP100,000.
This power applies in relation to the sale of shares which is an
allotment of equity securities that immediately before the
allotment are held by the Company as treasury shares as if in the
opening paragraph of this resolution the words "subject to the
passing of resolution 4 in the notice convening the meeting at
which this resolution is to be proposed ("the notice of meeting")"
and "pursuant to the authority under section 551 of the Act
conferred by resolution 4 in the notice of meeting" were
omitted.
6. That the Company be and is hereby generally and
unconditionally authorised in accordance with section 701 of the
Companies Act 2006 ("the Act") to make market purchases (within the
meaning of section 693(4) of the Act) of its Ordinary Shares of 1p
each, provided that:
(i) the maximum number of Ordinary Shares hereby authorised to
be purchased shall be 14,990,000 (representing 14.99 per cent of
the Company's issued Ordinary Share capital at the date of the
notice of this meeting);
(ii) the minimum price (exclusive of any expenses) which may be
paid for an Ordinary Share is 1 pence;
(iii) the maximum price (excluding expenses) which may be paid
for an Ordinary Share is not more than the higher of (i) 5 per cent
above the average of the middle market quotations for the Ordinary
Shares for the five business days immediately before the day on
which it purchases that share and (ii) the higher of the price of
the last independent trade and the highest current independent bid
for the Ordinary Shares;
(iv) the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the Company or, if
earlier, on the expiry of 15 months from the passing of this
resolution, unless such authority is renewed prior to such time;
and
(v) the Company may make a contract to purchase Ordinary Shares
under the authority hereby conferred prior to the expiry of such
authority, which will or may be executed wholly or partly after the
expiration of such authority and may make a purchase of Ordinary
Shares pursuant to any such contract.
7. That a general meeting of the Company other than an Annual
General Meeting may be called on not less than 14 clear days'
notice, provided that this authority shall expire at the conclusion
of the Company's next Annual General Meeting after the date of the
passing of this resolution.
Registered Office:
6th Floor, 125 London Wall, London, England, EC2Y 5AS
By order of the Board
Brian Smith for
Sanne Fund Services (UK) Limited
Company Secretary
31 May 2022
Notes to the Notice of Annual General Meeting
Website address
1. Information regarding the meeting, including the information
required by section 311A of the Companies Act 2006, is available
from www.aquila-energy-efficiency-trust.com .
Entitlement to attend and vote
2. Only those holders of Ordinary Shares registered on the
Company's register of members at close of business on 24 June 2022
or, if this meeting is adjourned, at close of business on the day
two days prior to the adjourned meeting, shall be entitled to
attend and vote at the meeting.
Appointment of Proxies
3. Members entitled to attend, speak, and vote at the meeting
(in accordance with note 2 above) are entitled to appoint one or
more proxies to attend, speak and vote in their place. If you wish
to appoint a proxy, please use the Form of Proxy enclosed with this
document or follow the instructions at note 7 below if you wish to
appoint a proxy through the CREST electronic proxy appointment
service. In the case of joint members, only one need sign the Form
of Proxy. The vote of the senior joint member will be accepted to
the exclusion of the votes of the other joint members. For this
purpose, seniority will be determined by the order in which the
names of the members appear in the register of members in respect
of the joint shareholding. The completion and return of the Form of
Proxy will not stop you attending and voting in person at the
meeting should you wish to do so. A proxy need not be a member of
the Company. You may appoint more than one proxy provided each
proxy is appointed to exercise the rights attached to a different
share or shares held by you. If you choose to appoint multiple
proxies use a separate copy of this form (which you may photocopy)
for each proxy and indicate after the proxy's name the number of
shares in relation to which they are authorised to act (which, in
aggregate, should not exceed the number of Ordinary Shares held by
you). Please also mark the box to indicate if the proxy instruction
is one of multiple appointments being made. All forms must be
signed and returned in the same envelope.
4. You can appoint the Chair of the Meeting, or any other
person, as your proxy. If you wish to appoint someone other than
the Chair, please insert their name in the appropriate box.
5. You can instruct your proxy how to vote on each resolution by
marking inside the 'For' and 'Against' boxes with an 'X' as
appropriate (or entering the number of shares which you are
entitled to vote). If you wish to abstain from voting on any
resolution, please mark the box which is marked 'Vote Withheld'
with an 'X'. It should be noted that a vote withheld is not a vote
in law and will not be counted in the calculation of the proportion
of votes 'For' and 'Against' a resolution. If you do not indicate
on the Form of Proxy how your proxy should vote, he/she can
exercise his/her discretion as to whether, and if so how, he/she
votes on each resolution, as he/she will do in respect of any other
business (including amendments to resolutions) which may properly
be conducted at the meeting.
A company incorporated in England and Wales or Northern Ireland
should execute the Form of Proxy under its common seal or otherwise
in accordance with Section 44 of the Companies Act 2006 or by
signature on its behalf by a duly authorised officer or attorney
whose power of attorney or other authority should be enclosed with
the Form of Proxy.
Appointment of Proxy using Hard Copy Form
6. The Form of Proxy and any power of attorney (or a notarially
certified copy or office copy thereof) under which it is executed
must be received by Computershare Investor Services PLC
("Computershare"), The Pavilions, Bridgwater Road, Bristol, BS99
6ZY at 2pm on 24 June 2022 in respect of the meeting. Any Forms of
Proxy received before such time will be deemed to have been
received at such time. In the case of an adjournment, the Form of
Proxy must be received by Computershare no later than 48 hours
before the rescheduled meeting.
On completing the Form of Proxy, sign it and return it to
Computershare at the address shown on the Form of Proxy in the
envelope provided. As postage has been pre-paid no stamp is
required.
Appointment of Proxy through CREST
7. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
meeting to be held on the above date and any adjournment(s) thereof
by using the procedures described in the CREST Manual. CREST
Personal Members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider(s), should
refer to their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message (a 'CREST
Proxy Instruction') must be properly authenticated in accordance
with Euroclear UK & International Limited's specifications and
must contain the information required for such instructions, as
described in the CREST Manual. The message, regardless of whether
it constitutes the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy, must, in order
to be valid, be transmitted so as to be received by the Company's
agent (ID: 3RA50) by the latest time(s) for receipt of proxy
appointments specified in the notice of meeting.
For this purpose, the time of receipt will be taken to be the
time (as determined by the timestamp applied to the message by the
CREST Applications Host) from which the Company's agent is able to
retrieve the message by enquiry to CREST in the manner prescribed
by CREST. After this time, any change of instructions to a proxy's
appointee through CREST should be communicated to the appointee
through other means.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK &
International Limited does not make available special procedures in
CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST
Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
All messages relating to the appointment of a proxy or an
instruction to a previously appointed proxy, which are to be
transmitted through CREST, must be lodged at 2pm on 24 June 2022 in
respect of the meeting. Any such messages received before such time
will be deemed to have been received at such time. In the case of
an adjournment, all messages must be lodged with Computershare no
later than 48 hours before the rescheduled meeting.
Proxymity Voting
8. If you are an institutional investor you may be able to
appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity, please go
to www.proxymity.io . Your proxy must be lodged by 2pm on 24 June
2022 in order to be considered valid. Before you can appoint a
proxy via this process you will need to have agreed to Proxymity's
associated terms and conditions. It is important that you read
these carefully as you will be bound by them and they will govern
the electronic appointment of your proxy."
Termination of proxy appointments
9. In order to revoke a proxy instruction, you will need to
inform the Company. Please send a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY.
In the case of a member which is a company, the revocation
notice must be executed under its common seal or otherwise in
accordance with section 44 of the Companies Act 2006 or by
signature on its behalf by an officer or attorney whose power of
attorney or other authority should be included with the revocation
notice.
Once a proxy has been lodged, it can be amended up to the
meeting. If you attempt to revoke your proxy appointment but the
revocation is received after the time specified in note 6 above
then, subject to the paragraph directly below, your proxy will
remain valid.
Completion of a Form of Proxy will not preclude a member from
attending and voting in person. If you have appointed a proxy and
attend the meeting in person, your proxy appointment will be
automatically terminated.
If you submit more than one valid proxy appointment in respect
of the same Ordinary Shares, the appointment received last before
the latest time for receipt of proxies will take precedence.
Nominated Persons
10. If you are a person who has been nominated under section 146
of the Companies Act 2006 to enjoy information rights:
-- You may have a right under an agreement between you and the
member of the Company who has nominated you to have information
rights (Relevant Member) to be appointed or to have someone else
appointed as a proxy for the meeting.
-- If you either do not have such a right or if you have such a
right but do not wish to exercise it, you may have a right under an
agreement between you and the Relevant Member to give instructions
to the Relevant Member as to the exercise of voting rights.
-- Your main point of contact in terms of your investment in the
Company remains the Relevant Member (or, perhaps, your custodian or
broker) and you should continue to contact them (and not the
Company) regarding any changes or queries relating to your personal
details and your interest in the Company (including any
administrative matters). The only exception to this is where the
Company expressly requests a response from you.
-- If you are not a member of the Company but you have been
nominated by a member of the Company to enjoy information rights,
you do not have a right to appoint any proxies under the procedures
set out in the notes to the Form of Proxy.
Questions at the meeting
11. Under section 319A of the Companies Act 2006, the Company
must answer any question you ask relating to the business being
dealt with at the meeting unless:
-- answering the question would interfere unduly with the
preparation for the meeting or involve the disclosure of
confidential information;
-- the answer has already been given on a website in the form of
an answer to a question; or
-- it is undesirable in the interests of the Company or the good
order of the meeting that the question be answered.
Issued Shares and total voting rights
12. As at the date of this Notice, the total number of shares in
issue is 100,000,000 Ordinary Shares of 1p each. The total number
of Ordinary Shares with voting rights is 100,000,000. On a vote by
a show of hands, every holder of Ordinary Shares who (being an
individual) is present by a person, by proxy or (being a
corporation) is present by a duly authorised representative, not
being himself a member, shall have one vote. On a poll every holder
of Ordinary Shares who is present in person or by proxy shall have
one vote for every Ordinary Share held by him.
Communication
13. Except as provided above, members who have general queries
about the meeting should use the following means of communication
(no other methods of communication will be accepted):
-- Calls to the Computershare shareholder helpline on 0370 703
0388 cost no more than a national rate from any type of phone or
provider. If in doubt you should check with your phone line
provider as to the exact cost involved for you to call this number.
Lines are open 8.30am to 5.30pm, Monday to Friday excluding bank
holidays; or
-- in writing to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol, BS99 6ZY.
You may not use any electronic address provided either in this
notice of meeting or in any related documents (including the Form
of Proxy for this meeting) to communicate with the Company for any
purposes other than those expressly stated.
For further information please contact:
Sanne Fund Services (UK) Limited 020 3327 9720
Company Secretary
LEI: 213800AJ3TY3OJCQQC53
END
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NOASDDFMFEESEFI
(END) Dow Jones Newswires
June 01, 2022 02:01 ET (06:01 GMT)
Aquila Energy Efficiency (LSE:AEEE)
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