TIDMESKN
RNS Number : 0797E
Esken Limited
02 July 2021
THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR, PROSPECTUS OR
EQUIVALENT DOCUMENT. A CIRCULAR IN RELATION TO THE TRANSACTION AND
THE PROSPECTUS DESCRIBED IN THIS ANNOUNCEMENT WILL BE PUBLISHED IN
DUE COURSE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
This announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulations (EU) 596/2014 as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018.
2 July 2021
ESKEN LIMITED
(Esken, the Group or the Company)
CLASS 1 TRANSACTION - INVESTMENT IN LONDON SOUTH AIRPORT
The Board of Esken Limited (Esken or the Company) announces that
it has signed an agreement with CGIOF River S.à r.l. (the Lender
and, following Conversion (as defined below), the CGI Shareholder),
a special purpose vehicle which is controlled by Carlyle Global
Infrastructure Opportunity Fund, L.P. (CGI), on the terms of a
proposed investment by CGI through a GBP125 million senior loan
facility (the Loan) to be provided by the Lender to, and which is
convertible into 29.999 per cent. of the entire issued share
capital of, London Southend Airport Company Limited (the Borrower)
(which shall be increased to 30 per cent. following receipt of
approval from the Office of Rail and Road), a wholly-owned
subsidiary of the Company (the Transaction).
The Transaction constitutes a class 1 transaction for the
purposes of the Listing Rules. Accordingly, completion of the
Transaction is conditional on the approval of Shareholders at an
extraordinary general meeting (the General Meeting). A circular to
Shareholders (the Circular ) in respect of the Transaction, the
notice of the General Meeting and matters related thereto is
expected to be issued to Shareholders by the end of July 2021, with
a view to convening the General Meeting to approve the Transaction
in mid-August 2021.
The directors of Esken consider the Transaction to be in the
best interests of Esken and its Shareholders as a whole and intend
to include in the Circular a recommendation that Shareholders vote
in favour of the Transaction at the General Meeting, as the
directors intend to do in respect of their own individual
holdings.
Key points
-- Signing of an agreement with CGI for a conditional investment
of GBP125 million through a senior loan facility which is
convertible into 29.999 per cent. stake in London Southend Airport
( LSA )
-- The Transaction provides funding for Esken of approximately
GBP100 million (after GBP20 million of funding for LSA by way of
the Pari Passu Loan, as further detailed below).
-- This funding together with the expected net proceeds of the
Proposed Equity Raise and Proposed New Facility (each as defined
below), will enable the Company to repay the outstanding amounts
payable under the Existing Facility (as defined below), which
totalled GBP95 million as at 30 June.
-- As a result, following the Draw-Down Date, this would reduce
Esken's overall bank debt, allow it to meet certain of its residual
legacy obligations and underpin the business plan for the
Group.
-- GBP20 million of funding is ring fenced by the Borrower Group
to provide support to LSA for a forecast period of three years. Any
additional capital investment required in the medium to long term
by the Borrower is expected to be raised as debt funding by the
Borrower Group, ring fenced from the rest of Esken.
-- In addition to the funding being provided, CGI brings
significant expertise in investing in and developing airports
around the world. This, together with the experienced operational
team at LSA will enhance Esken's offering for existing and
prospective airline and logistics partners.
-- A combination of Esken's proven operational ability at LSA
and a strong strategic financial partner in
CGI will position LSA for a recovery in passenger demand and
activity levels.
David Shearer - Executive Chairman, Esken said
"CGI represents a true strategic development partner that will
enable us to realise the full potential of LSA. Carlyle is a global
investment firm with $260 billion under management.
The combination of the proven operational capability of the LSA
management along with the airport development experience of CGI and
its financial strength will provide a strong platform as we rebuild
our commercial relationships with our airline and other partners
into the recovery.
We aim to work closely together to develop a truly exciting
London airport proposition. This transaction is structured to
release GBP20 million of funding into LSA to support its recovery
and development while providing GBP100 million of liquidity to the
rest of Esken.
We also intend to finalise a new GBP20 million working capital
facility and undertake a documented equity raise of around GBP40
million. When complete these actions will allow us to emerge from
the pandemic positioned strongly for recovery."
Richard Hoskins - Managing Director, Carlyle Global
Infrastructure said
"We are delighted to partner with Esken Limited to support their
vision for London Southend Airport. As one of London's favourite
airports, London Southend is attractive for airlines due to its
cost-efficient operations base as well as to passengers for the
experience and convenience. We look forward to working with Esken
and the team at London Southend to realise the airport's full
potential."
Background to and reasons for the Transaction
A combination of factors has accelerated the need for a
refinancing and additional liquidity is required both to fund
Esken's short-term requirements and to enable it to build a strong
foundation from which it can return the business to growth and
deliver on its longer-term strategic ambitions for Esken's core
operations: Energy and Aviation. Following the liquidation of
Stobart Air announced on 12 June 2021, Esken now owns and operates
two core businesses, being Stobart Energy and its aviation business
comprising London Southend Airport as well as Stobart Aviation
Services. Whilst the Board believes that these operations have the
potential to generate significant value for Shareholders in a
post-COVID environment, the recovery will need time and therefore
require funding to underpin the business plans through the recovery
period. The Board has concluded that while it was originally
intended to monetise the Stobart Energy business within the
two-year period following the 2020 Capital Raise, this is not the
right answer from a shareholder value perspective.
London Southend Airport remains a key strategic asset in the
globally important London airport market. That market is expected
to recover over the next two to three years and capacity
constraints will again become an issue for airlines. It has also
developed a strong logistics operation which contributed meaningful
revenues throughout the pandemic and this offers scope for further
development and value creation. The airport will take longer to
fulfil its full potential and will need further investment to
capitalise on the long-term opportunity. Discussions with strategic
aviation partners have taken place over the last two years, but the
uncertainty created by the pandemic meant that Esken had been
unable to structure a transaction until now.
Over the last nine months Esken has been in discussions with CGI
in relation to the development of LSA as aviation recovers from the
pandemic. These discussions were first announced on 14 June
2021.
Information on the Borrower Group
The Borrower Group comprises London Southend Airport Company
Limited and each of Thames Gateway Airport Limited, Stobart Solar
Limited and Stobart Jet Centre Limited.
-- The Borrower operates the award-winning London Southend
Airport serving London and the South East, and includes its own
rail station. The airport has become renowned for its exceptional
customer service, the close proximity of the terminal to the car
parks and rail station and the resulting low transit time from
aircraft to car and train. The airport is currently served by
Ryanair and Wizz Air, amongst others, and in 2020 served up to 40
destinations across Europe and the United Kingdom with passenger
numbers of 2.14 million in the year ending 29 February 2020.
-- Stobart Jet Centre Limited (the Jet Centre) provides handling
services to the private aviation market through its first-class
lounge reception and complementary aircraft hangarage facilities.
The Jet Centre offers a 24-hour operation with exceptional customer
service and has developed a global network of operators since its
launch in 2018.
-- Since 2016, Stobart Solar Limited has operated a 3.2 hectare
solar farm at London Southend Airport providing the airport with
renewable electricity and helping to reduce its carbon
footprint.
-- Thames Gateway Airport Limited operates one of the UK's
highest rated Holiday Inn Hotels. The hotel has consistently
outperformed its competitors through its modern bedrooms,
exceptional event function facilities and its award-winning rooftop
restaurant with views over London Southend Airport.
London Southend Airport has a strong and differentiated
commercial passenger proposition and allows airlines to generate
similar yields to other London airports but at a lower cost per
passenger. The Company believes that this low-cost proposition will
appeal to cost conscious airlines as the aviation sector recovers
from the pandemic.
Lockdown restrictions curtailed much of the commercial passenger
operations at London Southend Airport during 2020 and 2021 as
evolving quarantine arrangements and late changes to travel
corridors eroded passenger confidence when restrictions were
lifted. As a result, 147,000 passengers flew through London
Southend Airport in the financial year ending 28 February 2021
compared to 2.1 million in the prior year. Of those 147,000
passengers, 68,000 flew in March 2020 before travel restrictions
really took hold. Though some flying resumed in June 2021, we do
not envisage this to restart in earnest until much later in
2021.
In response to this trading environment, management took a range
of decisive actions to greatly reduce London Southend Airport's
cash burn, including extensive use of the UK Government's furlough
scheme. London Southend Airport benefitted from continued
operations and income from its global logistics operation
throughout the year. However, movements reduced during January and
February 2021 due to Brexit uncertainty and seasonal variances.
While the logistics operations involved five daily rotations
pre-Brexit, it returned to three daily rotations in March 2021.
The Borrower Group is included in the Company's consolidated
accounts. The gross assets of the Borrower Group at the financial
year ending 28 February 2021 is GBP162,240,000, and the Borrower
Group has a loss before tax for the financial year ending 28
February 2021, of GBP14,161,000 in each case excluding
consolidation and fair value adjustments.
Background to Carlyle
Carlyle is a global investment firm with deep industry expertise
that deploys private capital across three business segments: Global
Private Equity, Global Credit and Investment Solutions. With $260
billion of assets under management as of 31 March 2021, Carlyle's
purpose is to invest wisely and create value on behalf of its
investors, portfolio companies and the communities in which they
live and invest. Carlyle employs more than 1,800 people in 29
offices across five continents.
CGI is managed and advised by members of Carlyle, and is
investing in the Borrower in collaboration with CAG Holdings LLC
(CAG), a portfolio company of Carlyle which is a U.S. based
investment platform for airport infrastructure investment
opportunities globally. CAG has extensive experience in the
aviation sector and is led by an experienced management team with a
deep, localised understanding of the U.S. airport market. CAG's
operating expertise helps create value for Carlyle investments,
such as what is intended with LSA.
Principal terms and conditions of the Transaction
Under the terms of the Transaction, which is subject to certain
additional conditions and terms, the Borrower and Stobart Aviation
Limited (a wholly-owned subsidiary of the Company and the direct
shareholder of the Borrower) (the Esken Shareholder) will enter
into the Loan Agreement for the Borrower to borrow the Loan to be
made available to it by the Lender. The principal amount of the
Loan (being GBP125 million) will be advanced, net of the Lender's
transaction costs, to the Borrower on the draw-down date for the
Loan (Draw-Down Date). The Loan will entitle the Lender to convert,
at any time following the Draw-Down Date, its interest in the Loan
(including all outstanding principal and any accrued but unpaid
interest) into ordinary shares issued by the Borrower representing
29.999 per cent. of the entire issued share capital of the Borrower
(which shall be increased to 30 per cent. of such share capital
following receipt of approval from the Office of Rail and Road) at
any time before the Loan matures (Conversion). The Borrower is
obliged to repay the Loan in full seven years from the Draw-Down
Date unless Conversion occurs prior to the Draw-Down Date.
The net proceeds of the Loan will be applied in repayment of
existing intercompany loans owed by the Borrower to the Company and
the Esken Shareholder. The Esken Shareholder (acting as Pari Passu
Lender) will then advance a GBP20 million loan (the Pari Passu
Loan) to the Borrower under an intercompany loan agreement which
will rank pari passu with the Loan (the Pari Passu Loan
Agreement).
The Borrower will grant first ranking fixed and floating
security over substantially all of its assets in support of its
obligations under the Loan and the Pari Passu Loan. In addition,
the Borrower and, each of Thames Gateway Airport Limited, Stobart
Solar Limited and Stobart Jet Centre Limited (the Borrower Group)
will give a guarantee in respect of the Borrower's obligations
under the Loan and the Pari Passu Loan and will grant fixed and
floating security over all or substantially all of their respective
assets in support of such guarantees. Interest shall accrue on the
outstanding principal amount of the Loan at a rate of 2 per cent.
per annum to be paid in kind (the PIK Interest) and 8 per cent. per
annum to be paid in cash (the Cash Interest), but on the basis that
such Cash Interest is only payable if the Borrower has generated
sufficient revenues during the previous year so as to pay such Cash
Interest and meet a liquidity headroom test following payment of
such amount, otherwise it is to be paid in kind as well. Interest
payment dates will be the fifth Business Day following the end of
each interest period, which shall be the last day of February of
each year (following the Draw-Down Date).
In connection with the Transaction, each member of the Borrower
Group, the Lender, the Pari Passu Lender and a security agent,
amongst others, shall enter into an intercreditor agreement (the
Intercreditor Agreement) which shall set out, amongst other things,
the relative ranking of debt incurred by the Borrower Group and
when enforcement action can be taken in respect of the security
granted by the Borrower Group.
In the event that the Lender does not exercise its rights of
Conversion prior to the maturity date of the Loan, and in certain
other circumstances (including following the occurrence of an event
of default and on the final maturity date of the Loan), the Loan
shall be repayable at the greater of: (i) an amount that achieves a
10 per cent. Internal Rate of Return for the Lender for the period
from the Draw-Down Date to such repayment date (taking into account
any Cash Interest paid during such period) and (ii) GBP193,750,000
less any Cash Interest paid during such period.
The Transaction remains subject to the conditions set out in the
Loan Agreement and a separate implementation agreement which
governs the terms of certain commitments made by the Company, the
Borrower, the Esken Shareholder and the Lender in connection with
Closing under the Loan Agreement (the Implementation Agreement),
including, amongst other things: the Proposed Equity Raise having
completed and the net proceeds of the Proposed Equity Raise (being
a minimum of GBP40 million) having been received, the Proposed New
Facility having been entered into and all conditions precedent to
the Proposed New Facility having been satisfied, delivery of an
initial business plan and annual budget for the Borrower Group
agreed between the Esken Shareholder and the Lender, Shareholder
approval of the Transaction, and completion of a corporate
reorganisation to create the Borrower Group in accordance with a
reorganisation steps plan agreed between the Company and CGI (the
Reorganisation). The Implementation Agreement will also require the
payment of certain fees for CGI's ongoing commitment between the
signing of the Loan Agreement and the Draw-Down Date and in the
event that the Transaction is not concluded in certain
circumstances.
The Company will also be giving certain indemnities in a
separate deed of indemnity (the Indemnity Deed) in favour of the
Borrower Group and, in some instances, the Lender and certain of
its affiliates. These indemnities include obligations of the
Company to indemnify the Borrower Group and/or the Lender (as
applicable) against losses resulting from the Reorganisation,
losses arising from secondary tax liabilities or "secondary"
pension liabilities arising in connection with the Wider Group
(being Esken and its subsidiary undertakings, excluding the
Borrower Group), losses arising from certain noise litigation
proceedings and certain other matters.
Following Closing, the Borrower Group will be subject to certain
customary restrictive covenants such that if the Borrower Group
needs or wishes to undertake certain actions, it would be required
to seek approval from the Lender. In addition, there are certain
performance related triggers such that, in the event of
underperformance in terms of passenger numbers using London
Southend Airport and/or the Borrower Group's profitability which
are not cured within prescribed timeframes, it will be subject to
certain tighter restrictions and the Lender will have certain
enhanced rights and powers, including restricting incurrence of
further indebtedness by the Borrower Group or the payment of
dividends to the Wider Group. In addition, with effect from the
Draw-Down Date, the Lender will have certain rights to participate
in the management of the Borrower Group.
On and from Conversion, the CGI Shareholder will be provided,
pursuant to a shareholders' agreement (the Shareholders' Agreement)
to be entered into on the Draw-Down Date between the Esken
Shareholder and the Lender, with certain additional rights
representative of a 30 per cent. minority interest in the Borrower,
including the right to appoint two out of seven directors to the
board of the Borrower and representation on its operating
committee, and certain reserved matters such that the Borrower
Group would need to seek consent from the CGI Shareholder or its
representatives on the board of directors of the Borrower if it
intended to take any action which is a reserved matter under the
Shareholders' Agreement (such as entering into certain material
contracts or contracts with the Wider Group). In the event of a
takeover of Esken , the Lender will receive an effective veto right
over the Borrower's business plan and budget following that
takeover.
Under the terms of the Transaction, the Company has committed to
a "no-shop" undertaking from it and its connected persons
prohibiting the Company from soliciting an offer from, or
participating in discussions with, another party to acquire or
create security over the Borrower Group or issuing any debt which
is convertible into shares in the Borrower or any other
arrangements which would preclude or frustrate the implementation
of the Transaction or would be an alternative to the financing
provided pursuant to the Loan Agreement, in each case until (and
including) the earlier of (i) utilisation of the Loan by the
Borrower on the Draw-Down Date; (ii) the date of the General
Meeting if the Transaction is not approved at the General Meeting,
and (iii) termination of the Implementation Agreement.
The full details of the Transaction, including a summary of the
key documents relating to the Transaction and the rights available
to the Lender and the CGI Shareholder under the Loan Agreement and
Shareholders' Agreement prior to and following any Conversion will
be set out in the Circular.
Further Financing
As announced by the Company on 30 June, the Company is targeting
an equity raise of around GBP40 million by way of a documented
prospectus offering (the Proposed Equity Raise ). The terms of the
Proposed Equity Raise will be set out in a prospectus which is
expected to be published together with the Circular towards the end
of July.
The Company also announced on 30 June that it expects to
conclude discussions on a new 18 month GBP20 million working
capital facility to support treasury management in the coming weeks
(the Proposed New Facility ).
The strategic funding in relation to the Borrower together with
a successful completion of the Proposed New Facility and the
Proposed Equity Raise, would enable Esken to repay all outstanding
bank debt, meet its ongoing working capital requirements, underpin
its business plan going forward and meet certain of its legacy
obligations.
Esken nevertheless cautions that no guarantees can be given at
this stage that the discussions with its banks or in respect of an
equity raise will result in agreement or a transaction being
concluded.
Use of proceeds
The Transaction is expected to raise GBP125 million in gross
proceeds and approximately GBP120 million net of lender costs.
After other Transaction costs, the net proceeds will be available
for Esken, with GBP20 million of the net proceeds providing funding
for London Southend Airport to cover all anticipated expenditure of
the Borrower Group for the period through to the end of February
2024, other than amounts funded from operating cash flows, which
will be made available to the Borrower by loan from the Esken
Shareholder under the Pari Passu Loan.
Esken has in place an GBP80 million revolving credit facility
(Facility A) and a GBP40 million revolving credit facility
(Facility B) until 31 January 2022 (together the Existing
Facility), which are drawn down to GBP80 million and GBP15 million,
respectively, as at 30 June 2021. The balance of the net proceeds
after the funds are advanced under the Pari Passu Loan totalling
GBP100 million will be used to repay the amounts drawn down under
Facility A and Facility B. Following repayment of outstanding
drawings under the Existing Facility and release of all associated
security, Esken intends to use the net proceeds of the Proposed
Equity Raise and the Proposed New Facility together with the
anticipated Esken cash balance of GBP7.5 million as at the date of
this announcement, subject to meeting certain drawdown conditions,
for its working capital requirements, including to meet certain of
the residual legacy obligations under Stobart Air (and its
liquidation) and Propius and underpin the business plan for the
Group, with LSA receiving GBP20m via a ringfenced Pari Passu Loan.
Esken intends to draw down such funds under the Proposed New
Facility as and when they are needed for its working capital
requirements.
As announced by the Company on 30 June, Toscafund, the Company's
largest shareholder with 28.66 per cent. of the Company's issued
share capital, has communicated to the Company that it sees
significant value in the equity of Esken and intends to support the
Proposed Equity Raise pro rata with its shareholding. All directors
of Esken have also indicated their intention to participate in the
Proposed Equity Raise.
Recommendations to Shareholders
The directors of Esken consider the Transaction to be in the
best interests of Esken and its S hareholders as a whole.
Accordingly, the directors intend to include in the Circular a
recommendation that Shareholders vote in favour of the Transaction
to be proposed at the General Meeting, as all directors who hold
Shares intend to do in respect of their own interests.
Enquiries:
Esken Limited C/o Tulchan
Charlie Geller, Communications Director
Tulchan
Olivia Peters T: +44 (0)20 7353 4200
E: opeters@tulchangoup.com
David Allchurch T: +44 (0)20 7353 4200
E : dallchurch@tulchangroup.com
IMPORTANT INFORMATION
This announcement is for informational purposes only and does
not constitute or form part of any invitation or inducement to
engage in investment activity, nor does it constitute an offer or
invitation to buy any securities, in any jurisdiction including the
United States, or a recommendation in respect of buying, holding or
selling any securities.
Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Any failure to comply with this
restriction may constitute a violation of such laws or regulations.
Persons into whose possession this announcement or other
information referred to herein should inform themselves about, and
observe, any restrictions in such laws or regulations.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom
may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purposes
of complying with the Listing Rules 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 laws and
regulations of any jurisdiction outside of England.
Forward Looking Statements
This announcement includes certain forward looking statements,
forecasts, estimates, projections and opinions (Forward Looking
Statements). When used in this announcement, the words
"anticipate", "believe", "estimate", "forecast", "expect",
"intend", "plan", "project", "may", will" or "should" or, in each
case, their negative or other variations or similar expressions, as
they relate to the Company, its management or third parties, may
identify Forward Looking Statements. Forward Looking Statements
include statements regarding the Company's business strategy,
objectives, financial condition, results of operations and market
data, as well as any other statements that are not historical
facts. These statements reflect beliefs of the Company's directors
(including based on their expectations arising from pursuit of the
Company's strategy), as well as assumptions made by the directors
and information currently available to the Company.
Although the Company considers that these beliefs and
assumptions are reasonable, by their nature, Forward Looking
Statements involve known and unknown risks, uncertainties,
assumptions and other factors because they relate to events and
depend on circumstances that will occur in the future whether or
not outside the control of the Company. These factors, risks,
uncertainties and assumptions could cause actual outcomes and
results to be materially different from those projected. Past
performance cannot be relied upon as a guide to future performance
and should not be taken as a representation that trends or
activities underlying past performance will continue in the future.
No representation is made or will be made that any Forward Looking
Statements will be achieved or will prove to be correct. These
factors, risks, assumptions and uncertainties expressly qualify all
subsequent oral and written Forward Looking Statements attributable
to the Company or persons acting on its behalf.
Neither the Company, the directors nor the Company's advisers
assume any obligation to update any Forward Looking Statement and
disclaims any obligation to update its view of any risks or
uncertainties described herein or to publicly announce the result
of any revisions to the Forward Looking Statements made in this
announcement, except as required by law (including, for the
avoidance of doubt, the Prospectus Regulation Rules, the Listing
Rules and the Disclosure Guidance and Transparency Rules).
In addition, this announcement contains information concerning
the Company's industry and its market and business segments
generally, which is forward looking in nature and is based on a
variety of assumptions regarding the ways in which the industry,
and the Company's market and business segments, will develop. These
assumptions are based on information currently available to the
Company. If any one or more of these assumptions turn out to be
incorrect, actual market results may differ from those predicted.
While the Company does not know what effect any such differences
may have on its business, if there are such differences, they could
have a material adverse effect on its future results of operations
and financial condition.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or a profit estimate and no statement in this announcement
should be interpreted to mean that earnings per Esken share for the
current or future financial years will necessarily match or exceed
the historical published earnings per Esken share.
Publication on website
A copy of this announcement will be available for inspection on
the Company's website at: www.esken.com . For the avoidance of
doubt, the contents of this website are not incorporated into and
do not form part of this announcement.
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