RNS No 0221h
BANDT PLC
7 July 1999
Part 2
Not for release, distribution or publication in or into the
United States of America, Canada, Japan or Australia.
APPENDIX I
Conditions and certain further terms of the Offer
The Offer, which will be made by Cazenove & Co. on behalf of
Tilbury Douglas, will comply with the rules and regulations of
the London Stock Exchange and the City Code on Takeovers and
Mergers (the "Code").
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where
permitted, withdrawn) by not later than 3.00 p.m. on the first
closing date of the Offer (or such later time(s) and/or
date(s) as Tilbury Douglas may, with the consent of the Panel
or in accordance with the Code, decide) in respect of not less
than 90 per cent. (or such lower percentage as Tilbury Douglas
may decide) in nominal value of the Bandt Shares to which the
Offer relates, provided that this condition shall not be
satisfied unless Tilbury Douglas and/or any of its wholly-
owned subsidiaries shall have acquired or agreed to acquire,
whether pursuant to the Offer or otherwise, shares in Bandt
carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at general meetings of Bandt.
For the purposes of this condition:
(i) shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional
as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise,
shall be deemed to carry the voting rights they will carry on
being entered into the Register of Members of the Bandt;
(ii)the expression "Bandt Shares to which the Offer relates"
shall be construed in accordance with sections 428 to 430F of
the Companies Act 1985, as amended;
(b) the Office of Fair Trading in the United Kingdom
indicating, in terms reasonably satisfactory to Tilbury
Douglas, that it is not the intention of the Secretary of
State for Trade and Industry to refer the proposed
acquisition of Bandt by Tilbury Douglas or any matter
arising therefrom or related thereto, to the Competition
Commission;
(c) the passing at an Extraordinary General Meeting (or at
any adjournment thereof) of Tilbury Douglas of such
resolution or resolutions as are necessary to approve,
implement and effect the Offer and the acquisition of any
Bandt Shares including a resolution or resolutions to
increase the share capital of Tilbury Douglas and to
authorise the creation and allotment of New Tilbury
Douglas Shares;
(d) the London Stock Exchange agreeing to admit to the
Official List the New Tilbury Douglas Shares to be issued
pursuant to the Offer, and such admission becoming
effective in accordance with the Listing Rules of the
London Stock Exchange;
(e) there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member
of the wider Bandt Group is a party or by or to which any
such member or any of its assets may be bound, entitled
or subject, which in consequence of the Offer or the
proposed acquisition of any shares or other securities in
Bandt or because of a change in the control or management
of Bandt or otherwise, could or might result in to an
extent which is material in the context of the wider
Bandt Group taken as a whole:
(i) any moneys borrowed by or any other indebtedness
(actual or contingent) of, or grant available to any
such member, being or becoming repayable or capable
of being declared repayable immediately or earlier
than their or its stated maturity date or repayment
date or the ability of any such member to borrow
moneys or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being
withdrawn or inhibited;
(ii)any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations
or interests of any such member thereunder being
terminated or modified or affected or any obligation
or liability arising or any action being taken
thereunder;
(iii) any assets or interests of any such member being
or falling to be disposed of or charged or any right
arising under which any such asset or interest could
be required to be disposed of or charged;
(iv)the creation or enforcement of any mortgage, charge
or other security interest over the whole or any
part of the business, property or assets of any such
member;
(v) the rights, liabilities, obligations or interests of
any such member in, or the business of any such
member with, any person, firm or body (or any
arrangement or arrangements relating to any such
interest or business) being terminated, adversely
modified or affected; or
(vi)the value of any such member or its financial or
trading position or prospects being prejudiced or
adversely affected; or
(vii) any such member ceasing to be able to carry on
business under any name under which it presently
does so;
(viii) the creation of any liability, actual or
contingent, by any such member, and no event having
occurred which, under any provision of any
agreement, arrangement, licence, permit or other
instrument to which any member of the wider Bandt
Group is a party or by or to which any such member
or any of its assets may be bound, entitled or
subject, could result in any of the events or
circumstances as are referred to in sub-paragraphs
(i) to (viii) of this paragraph (e);
(f) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association,
institution or any other body or person whatsoever in any
jurisdiction (each a "Third Party") having decided to
take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or
enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which
would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter
the terms envisaged for any proposed divestiture by
any member of the wider Tilbury Douglas Group or any
member of the wider Bandt Group of all or any
portion of their respective businesses, assets or
property or impose any limitation on the ability of
any of them to conduct their respective businesses
(or any of them) or to own any of their respective
assets or properties or any part thereof;
(ii)require, prevent or delay the divestiture by any
member of the wider Tilbury Douglas Group of any
shares or other securities in Bandt;
(iii) impose any limitation on, or result in a delay in,
the ability of any member of the wider Tilbury
Douglas Group directly or indirectly to acquire or
to hold or to exercise effectively any rights of
ownership in respect of shares or loans or
securities convertible into shares or any other
securities (or the equivalent) in any member of the
wider Bandt Group or the wider Tilbury Douglas Group
or to exercise management control over any such
member to an extent which is material in the context
of the wider Bandt Group taken as a whole or, as the
case may be, the wider Tilbury Douglas Group taken
as a whole;
(iv)otherwise adversely affect the business, assets,
profits or prospects of any member of the wider
Tilbury Douglas Group or of any member of the wider
Bandt Group to an extent which is material in the
context of respectively the wider Tilbury Douglas
Group taken as a whole or, as the case may be, the
wider Bandt Group taken as a whole;
(v) make the Offer or its implementation or the
acquisition or proposed acquisition by Tilbury
Douglas or any member of the wider Tilbury Douglas
Group of any shares or other securities in, or
control of Bandt void, illegal, and/or unenforceable
under the laws of any jurisdiction, or otherwise,
directly or indirectly, restrain, restrict,
prohibit, materially delay or otherwise materially
interfere with the same, or impose material
additional conditions or obligations with respect
thereto, or otherwise materially challenge or
interfere therewith;
(vi)require any member of the wider Tilbury Douglas Group or
the wider Bandt Group to offer to acquire any shares or other
securities (or the equivalent) or interest in any member of
the wider Bandt Group or the wider Tilbury Douglas Group owned
by any third party;
(vii) impose any limitation on the ability of any member
of the wider Bandt Group to co-ordinate its
business, or any part of it, with the businesses of
any other members to an extent which is material in
the context of the wider Bandt Group taken as a
whole; or
(viii) result in any member of the wider Bandt Group
ceasing to be able to carry on business under any
name under which it presently does so; and all
applicable waiting and other time periods during
which any such Third Party could institute,
implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other
step under the laws of any jurisdiction in respect
of the Offer or the acquisition or proposed
acquisition of any Bandt Shares having expired,
lapsed or been terminated;
(g) all necessary filings or applications having been made in
connection with the Offer and all statutory or regulatory
obligations in any jurisdiction having been complied with
in connection with the Offer or the acquisition by any
member of the wider Tilbury Douglas Group of any shares
or other securities in, or control of, Bandt and all
authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and
approvals deemed necessary or appropriate by the Tilbury
Douglas or any member of the wider Tilbury Douglas Group,
in each case acting reasonably, for or in respect of the
Offer or the proposed acquisition of any shares or other
securities in, or control of, Bandt by any member of the
wider Tilbury Douglas Group having been obtained in terms
and in a form satisfactory to Tilbury Douglas from all
appropriate Third Parties or persons with whom any member
of the wider Bandt Group has entered into contractual
arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals together with all
material authorisations orders, recognitions, grants,
licences, confirmations, clearances, permissions and
approvals necessary or appropriate to carry on the
business of any member of the wider Bandt Group remaining
in full force and effect and all filings necessary for
such purpose have been made and there being no notice or
intimation of any intention to revoke or not to renew any
of the same at the time at which the Offer becomes
otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been
complied with;
(h) except as publicly announced by Bandt in accordance with
the Listing Rules prior to 7 July 1999 no member of the
wider Bandt Group having, since 4 April 1999:
(i) save as between Bandt and wholly-owned subsidiaries
of Bandt or for Bandt Shares issued pursuant to the
exercise of options granted under the Bandt Share
Option Schemes, issued, authorised or proposed the
issue of additional shares of any class;
(ii)save as between Bandt and wholly-owned subsidiaries
of Bandt or for the grant of options under the Bandt
Share Option Schemes, issued or agreed to issue,
authorised or proposed the issue of securities
convertible into shares of any class or rights,
warrants or options to subscribe for, or acquire,
any such shares or convertible securities;
(iii) other than to another member of the Bandt Group,
recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend
or other distribution whether payable in cash or
otherwise, save for the net final dividend of 1.2
pence per Bandt Share in respect of the financial
year ended 4 April 1999 which the Bandt directors
have recommended should be paid;
(iv)save for intra-Bandt Group transactions, merged or
demerged with any body corporate or acquired or
disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any
right, title or interest in any asset (including
shares and trade investments) or authorised or
proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer,
mortgage, charge or security interest in each case
(other than in the ordinary course of business);
(v) save for intra-Bandt Group transactions, made or
authorised or proposed or announced an intention to
propose any change in its loan capital;
(vi)issued, authorised or proposed the issue of any
debentures or (save for intra-Bandt Group
transactions) save in the ordinary course of
business incurred or increased any indebtedness or
become subject to any contingent liability in each
case to an extent which is material in the context
of the wider Bandt Group taken as a whole;
(vii) purchased, redeemed or repaid or announced any
proposal to purchase, redeem or repay any of its own
shares or other securities or reduced or save in
respect to the matters mentioned in sub-paragraph
(i) above made any other change to any part of its
share capital;
(viii) implemented, or authorised, proposed or announced
its intention to implement, any reconstruction or
amalgamation or entered into or changed the terms of
any contract with any director of Bandt;
(ix)entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract,
transaction or commitment or arrangement (whether in respect
of capital expenditure or otherwise) which is of a long term,
onerous or unusual nature or magnitude or which is or could be
materially restrictive on the businesses of any member of the
wider Bandt Group or the wider Tilbury Douglas Group or which
involves or could involve an obligation of such a nature or
magnitude or which is other than in the ordinary course of
business in each case to an extent which is material in the
context of the wider Bandt Group taken as a whole;
(x) (other than in respect of a member which is dormant
and was solvent at the relevant time) taken any
corporate action or had any legal proceedings
started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment
of a receiver, administrative receiver,
administrator, trustee or similar officer of all or
any of its assets or revenues or any analogous
proceedings in any jurisdiction or had any such
person appointed;
(xi)waived or compromised any material claim otherwise
than in the ordinary course of business; or
(xii) entered into any contract, commitment, arrangement
or agreement otherwise than in the ordinary course
of business or passed any resolution or made any
offer (which remains open for acceptance) with
respect to or announced any intention to, or to
propose to, effect any of the transactions, matters
or events referred to in this condition
and, for the purposes of paragraphs (iii),(iv), (v) and
(vi) of this condition, the term "Bandt Group" shall mean
Bandt and its wholly-owned subsidiaries;
(i) since 4 April 1999 and save as disclosed in the accounts
for the year then ended and save as publicly announced in
accordance with the Listing Rules by Bandt prior to 7
July 1999:
(i) no adverse change or deterioration having occurred
in the business, assets, financial or trading
position or profits or prospects of any member of
the wider Bandt Group to an extent which is material
in the context of the wider Bandt Group taken as a
whole;
(ii)no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of
the wider Bandt Group is or may become a party
(whether as a plaintiff, defendant or otherwise) and
no investigation by any Third Party against or in
respect of any member of the wider Bandt Group
having been instituted announced or threatened by or
against or remaining outstanding in respect of any
member of the wider Bandt Group which in any such
case might be expected to adversely affect any
member of the wider Bandt Group to an extent which
is material in the context of the wider Bandt Group
taken as a whole;
(iii) no contingent or other liability having arisen or
become apparent to Tilbury Douglas which would be
likely to adversely affect any member of the wider
Bandt Group to an extent which is material in the
context of the wider Bandt Group taken as a whole;
and
(iv)no steps having been taken which are likely to
result in the withdrawal, cancellation, termination
or modification of any licence held by any member of
the wider Bandt Group which is necessary for the
proper carrying on of its business and which might
have a material adverse effect on the wider Bandt
Group taken as a whole.
(j) Save as publicly announced in accordance with the Listing
Rules by Bandt prior to 7 July 1999 or as otherwise
fairly disclosed in writing to the Tilbury Douglas prior
to that date by any member of the Bandt Group, Tilbury
Douglas not having discovered:
(i) that any financial, business or other information
concerning the wider Bandt Group as contained in the
information publicly disclosed at any time by or on
behalf of any member of the wider Bandt Group is
misleading, contains a misrepresentation of fact or
omits to state a fact necessary to make that
information not materially misleading;
(ii)that any member of the wider Bandt Group or any
partnership, company or other entity in which any
member of the wider Bandt Group has a significant
economic interest and which is not a subsidiary
undertaking of Bandt is subject to any material
liability (contingent or otherwise) which is not
disclosed in the annual report and accounts of Bandt
for the year ended 4 April, 1999; or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of
any member of the wider Bandt Group and which is
material in the context of the wider Bandt Group
taken as a whole.
(k) Tilbury Douglas not having discovered that:
(i) any past or present member of the wider Bandt Group
has failed to comply in a material respect with any
and/or all applicable legislation or regulation, of
any jurisdiction with regard to the disposal,
spillage, release, discharge, leak or emission of
any waste or hazardous substance or any substance
likely to impair the environment or harm human
health or animal health or otherwise relating to
environmental matters, or that there has otherwise
been any such disposal, spillage, release,
discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any
such legislation or regulations, and wherever the
same may have taken place) any of which disposal,
spillage, release, discharge, leak or emission would
be likely to give rise to any liability (actual or
contingent) on the part of any member of the wider
Bandt Group and which is material in the context of
the wider Bandt Group taken as a whole; or
(ii)there is, or is likely to be, for that or any other
reason whatsoever, any material liability (actual or
contingent) of any past or present member of the
wider Bandt Group to make good, repair, reinstate or
clean up any property or any controlled waters now
or previously owned, occupied, operated or made use
of or controlled by any such past or present member
of the wider Bandt group, under any environmental
legislation, regulation, notice, circular or order
of any government, governmental, quasi-governmental,
state or local government, supranational, statutory
or other regulatory body, agency, court, association
or any other person or body in any jurisdiction.
For the purposes of these conditions the "wider Bandt Group"
means Bandt and its subsidiary undertakings, associated
undertakings and any other undertaking in which Bandt and/or
such undertakings (aggregating their interests) have a
significant interest and the "wider Tilbury Douglas Group"
means Tilbury Douglas and its subsidiary undertakings,
associated undertakings and any other undertaking in which
Tilbury Douglas and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes
"subsidiary undertaking", "associated undertaking" and
"undertaking" have the meanings given by the Companies Act
1985, other than paragraph 20(1)(b) of Schedule 4A to that Act
which shall be excluded for this purpose, and "significant
interest" means a direct or indirect interest in ten per cent.
or more of the equity share capital (as defined in that Act).
Tilbury Douglas reserves the right to waive, in whole or in
part, all or any of the above conditions, except conditions
(a), (c) and (d).
Conditions (c) and (d) must be fulfilled by, and conditions
(b) and (e) to (k) (inclusive) fulfilled or waived by,
midnight on the 21st day after the date on which condition (a)
is fulfilled (or in each such case such later date as the
Panel may agree). Tilbury Douglas shall be under no
obligation to waive or treat as satisfied any of the
conditions (b), (c) and (e) to (k) (inclusive) by a date
earlier than the latest date specified above for the
satisfaction thereof, notwithstanding that the other
conditions of the Offer may at such earlier date have been
waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not
be capable of fulfilment.
If Tilbury Douglas is required by the Panel to make an offer
for Bandt Shares under the provisions of Rule 9 of the Code,
Tilbury Douglas may make such alterations to any of the above
conditions as are necessary to comply with the provisions of
that Rule.
The Offer will lapse if it is referred to the Competition
Commission before 3.00 p.m. on the first closing date of the
Offer or the date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later.
This Offer will be governed by English law and be subject to
the jurisdiction of the English courts, to the conditions set
out below and in the formal Offer Document and related Form of
Acceptance.
Part B: Certain further terms of the Offer
Fractions of New Tilbury Douglas Shares will not be allotted
or issued to persons accepting the Offer. Fractional
entitlements to New Tilbury Douglas Shares will be aggregated
and sold in the market and the net proceeds of sale will be
retained for the benefit of Tilbury Douglas.
The Offer, including the Mix and Match Election, will not be
made directly or indirectly, in or into, or by use of the
mails or any other means or instrumentality (including without
limitation, facsimile transmission, telex or telephone) of
interstate or foreign commerce of, or any facilities of a
national securities exchange of, the USA, Canada, Australia or
Japan and will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within the USA,
Canada, Australia or Japan. Accordingly, copies of this
announcement are not being, and must not be, mailed or
otherwise distributed or sent in or into or from the USA,
Canada, Australia or Japan.
The availability of the Offer to Bandt Shareholders not
resident in the UK may be affected by the laws of the relevant
jurisdiction. Bandt Shareholders who are not resident in the
UK should inform themselves about and observe any applicable
requirements.
The New Tilbury Douglas Shares to be issued pursuant to the
Offer have not been and will not be registered under the
Securities Act nor under any of the relevant securities laws
of Canada, Australia or Japan. Accordingly, unless a relevant
exemption is applicable, the New Tilbury Douglas Shares may
not be offered, sold or delivered, directly or indirectly, in
the United States, Canada, Japan or Australia nor to any
United States person.
Application will be made to the London Stock Exchange for the
New Tilbury Douglas Shares to be admitted to the Official
List.
Bandt Shares will be acquired under the Offer free from all
liens, equities, charges, encumbrances and other interests and
together with all rights attaching thereto save for the right
to receive the proposed net final dividend of 1.2p per share
for the financial year ended 4 April 1999.
The election in relation to the dividend entitlement is
conditional upon the passing, at the Annual General Meeting of
Bandt to be held on 4 August 1999, of a resolution approving
the payment of the final net dividend of 1.2 pence per Bandt
Share on 10 September 1999.
APPENDIX II
Financial Effects of Acceptance of the Offer
The following tables set out, for illustrative purposes only,
and on the bases and assumptions set out in the notes below,
the financial effects of acceptance of the Offer on capital
value and income for an accepting holder of 100 Bandt Shares
if the Offer becomes or is declared unconditional in all
respects:
Increase in capital value #
Cash consideration 32.24
Market value of 7 New Tilbury Douglas Shares (Note (i)) 21.56
Total value of consideration 53.80
Market value of 100 Bandt Shares (Note (ii)) 47.50
Increase in capital value 6.30
This represents an increase of 13.26 per cent.
Increase in gross income #
Gross income from cash consideration (Note (iii)) 1.73
Gross dividend income on 7 New Tilbury Douglas
Shares (Note(iv)) 0.82
Total gross income 2.55
Gross dividend income on 100 Bandt Shares (Note (v)) 1.96
Increase in gross income 0.59
This represents an increase of 30.5 per cent.
Notes:
(i) Based on the closing middle market quotation of 308 pence
per Tilbury Douglas Share as derived from the Official List on
6 July 1999, the last dealing day prior to the date of this
announcement.
(ii)Based on the closing middle market quotation of 47.5
pence per Bandt Share as derived from the Official List on 21
June 1999, the last dealing day prior to the announcement that
Bandt had received an approach which may lead to an offer.
(iii) The gross interest on the cash consideration has been
calculated on the assumption that the cash is reinvested so as
to yield 5.37 per cent. per annum, being the FTSE Actuaries
Government Securities Index average gross redemption yield for
UK government securities of maturities of five years as
obtained from the Financial Times on 6 July 1999 (the last
practicable date prior to the date of this announcement).
(iv)The gross dividend income on Tilbury Douglas Shares is
based on the final dividend of 7 pence per share paid for the
financial year ended 31 December 1998 with associated tax
credits of 10/90ths of the amounts paid and the interim
dividend of 3.2 pence per share paid on 6 November 1998 with
associated tax credits of 20/80ths of the amounts paid.
(v) The gross dividend income on Bandt Shares is based on the
final net dividend of 1.2 pence per share proposed for the
financial year ended 4 April 1999 with associated tax credits
of 10/90ths of the amounts paid and the interim dividend of
0.5 pence per share paid on 6 January 1999 with associated tax
credits of 20/80ths of the amounts paid.
(vi) No account has been taken of any liability for taxation,
or any election to waive the final dividend and receive
an additional payment or the treatment of fractions of
Tilbury Douglas Shares or of any Mix and Match Election
entitlement in assessing the financial effects of
acceptances of the Offer.
APPENDIX III
Definitions
The following definitions apply throughout this press release
unless the context requires otherwise.
"Acquisition"
the proposed acquisition of Bandt pursuant to the Offer
"Bandt"
Bandt plc
"Bandt Directors"
the directors of Bandt
"Bandt Group"
Bandt and its subsidiary and associated undertakings
"Bandt Options"
options over Bandt Shares granted pursuant to the 1985
Executive Share Option Scheme, the 1990 Executive Share
Option Scheme, the 1995 Executive Share Option Scheme and
the Savings Related Share Option Scheme
"Bandt Shareholders"
holders of Bandt Shares
"Bandt Shares"
the existing issued and fully paid ordinary shares of 5p
each in Bandt and any further such shares which are
unconditionally allotted or issued prior to the date on
which the Offer closes (or such earlier date, not being
earlier than the date on which the Offer becomes
unconditional as to acceptances or, if later, the first
closing date of the Offer, as Tilbury Douglas may determine)
as a result of the exercise of Bandt Options or otherwise
"Cazenove"
Cazenove & Co.
"City Code"
The City Code on Takeovers and Mergers
"Companies Act"
the Companies Act 1985 (as amended)
"Directors" or "Board"
the directors of Tilbury Douglas
"Form of Acceptance"
the form of acceptance relating to the Offer
"London Stock Exchange"
London Stock Exchange Limited
"New Tilbury Douglas Shares"
up to 10,319,968 Tilbury Douglas Shares proposed to be
issued credited as fully paid pursuant to the Offer
"Offer"
the recommended offer to be made by Cazenove on behalf of
Tilbury Douglas to acquire the Bandt Shares and, where the
context admits, any subsequent revision, variation,
extension or renewal thereof
"Offer Document"
the document containing the formal Offer to Bandt
Shareholders
"Official List"
The Daily Official List of the London Stock Exchange
"Panel"
The Panel on Takeovers and Mergers
"Securities Act"
The United States Securities Act of 1933, as amended
"Singer & Friedlander"
Singer & Friedlander Limited
"Tilbury Douglas" or "Company"
Tilbury Douglas Plc
"Tilbury Douglas Group" or "Group"
Tilbury Douglas and its subsidiary and associated
undertakings
"Tilbury Douglas Shares"
ordinary shares of 10p each in Tilbury Douglas
"UK"
the United Kingdom
"US"
the United States of America, its possessions and
territories and any area subject to its jurisdiction and any
political division thereof
END
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