TIDMCYAN
RNS Number : 2979N
Cyan Holdings Plc
25 July 2014
Cyan Holdings plc
("Cyan" or "the Company")
Proposed Placing, Directors' Dealings &
Notice of General Meeting
Cyan Holdings plc (AIM:CYAN.L), the integrated system and
software design company delivering mesh based flexible wireless
solutions for utility metering and lighting control, announces
raising, subject to certain conditions, approximately GBP3.5
million before expenses, by way of a share placing ("Placing")
pursuant to which 1,000,000,000 Ordinary Shares (the "Placing
Shares") will be issued at 0.35 pence each (the "Placing Price"),
and 500,000,000 warrants ("the Placing Warrants") will be issued at
0.60 pence each ("the Exercise Price"). The Placing was managed by
Hume Capital Securities plc ("Hume Capital") as joint broker to the
Company. It is intended that the net proceeds from the Placing will
be used for general working capital requirements, business
development, customer deployments and further product development
work as set out below.
The Placing is conditional, inter alia, on the passing of
resolutions at a General Meeting ("GM") to be held at 1.00 p.m. on
19 August 2014. A circular containing the notice of the GM (the
"Circular") will be posted to all shareholders in the Company on or
around 28(th) July 2014 and will be available to view on the
Company's website at: www.cyantechnology.com. Note there will be no
Company presentation at the General Meeting due to it being so soon
after the Annual General Meeting.
Application will be made for the Placing Shares to be admitted
to trading on AIM and assuming Shareholders approve the necessary
resolutions at the GM it is anticipated that the Placing Shares
will be admitted to trading on AIM and that dealings will commence
at 8.00 a.m. on 20 August 2014 ("Admission"). Following Admission,
the Company will have 4,454,611,309 Ordinary Shares in issue,
assuming all of the Placing Shares are subscribed for.
Commenting on the Placing, John Cronin, Executive Chairman said
"We are pleased to be able to continue to attract interest in the
Company and its prospects. The net proceeds from the Placing will
provide the Company with additional stability and cash resources to
allow us to pursue the following:-
-- Build further production samples of the Cyan retrofit smart
metering solution and market these in emerging markets
-- Deploy and support the full Advanced Metering Infrastructure
("AMI") deployments at Tata Power Mumbai and Essel Utilities
-- Deploy and support the India Smart Grid pilot opportunities
-- Support Cyan's Brazilian metering and lighting partners to win volume contracts
-- Further build out the Value Added Reseller program for smart lighting sales in China
-- Certify electricity metering solutions from additional meter
manufacturer partners in India, Brazil, China and other emerging
markets
-- Develop Cyan's commercial opportunity into additional emerging markets
To further demonstrate the Board's confidence in these
opportunities and our commitment to the Company, all the Directors
of Cyan have agreed to subscribe in the Placing for an aggregate
amount of GBP100,000. I am very encouraged by the participation in
the Placing by Peter Mainz and Harry Berry as this demonstrates
their confidence in the future of Cyan, having joined the Board
very recently."
Definitions used in this announcement have the meaning set out
in the Schedule at the end of this announcement.
Enquiries:
Cyan Holdings plc Tel: +44 (0) 1954 234 400
John Cronin, Chairman
www.cyantechnology.com
Allenby Capital Limited Tel: +44 (0)20 3328 5656
Nominated Adviser and Joint Broker
Jeremy Porter / Michael McNeilly
Hume Capital Securities plc Tel: +44 (0)20 7101 7070
Joint Broker
Jon Belliss
Walbrook PR Tel: +44 (0)20 7933 8780
Financial PR
Paul Cornelius
Background to and reasons for the Placing
Following recent positive announcements related to Cyan's first
smart metering customer orders in India, the signing of a teaming
agreement with Vodafone, as well as the strengthening of the Board,
Cyan has today announced an intent to raise additional funding.
The two announced orders from end customers Tata Power and Essel
Utilities demonstrate that Cyan offers one of the leading smart
metering solutions in India. The Board believes that further
investment is required in local India resources, as well as further
product development, in order to deliver against these customer
commitments as well as securing further orders in our chosen
markets. Cyan's team in India currently consists of five people
covering sales, business development and technical pre-sales. The
Company expects to double this before the end of the year, with
investment being made in further technical staff who will be based
on customer sites to ensure successful implementations. It is also
intended that a subsidiary company in India will also be
established in the next several months in order to provide
customers, and potential customers, with increased confidence of
Cyan's long term commitment to the market in India.
Cyan has now deployed seven smart metering pilots in India with
an additional four in the planning stage. These pilots represent a
pipeline of commercial opportunities for Cyan in the India smart
metering market. The Company is also in the process of technical
qualification of additional meter manufacturers in order to provide
private and public utility customers with additional choice as well
as adding further eco-system channel partners in India.
In addition, the Company's metering partner in Brazil (Nobre de
la Torre) have indicated that they expect to deploy further smart
metering pilots in the second half of 2014. They have now qualified
a local Contract Equipment Manufacturer in the expectation of first
orders in Q4 2014, leading to potential volume orders in 2015.
Following the lodging of the Tamil Nadu Electricity Board
("TNEB") tender just over 12 months ago, and whilst we continue to
engage on a regular basis with TNEB, the Company has successfully
broadened the pipeline of opportunities in India as well as opening
up a second territory in Brazil. Having consolidated the Company's
position in these two markets, opportunities to expand into further
territories are now being evaluated through our enlarged network of
partners.
During the remainder of 2014 and throughout 2015, the Board and
management team intend to further develop the commercial
opportunity through a combination of:
-- the conversion of existing deployed metering pilots in India and Brazil into orders
-- the deployment of additional pilots in both India and Brazil
-- additional meter manufacturer partnerships in India, Brazil and China
-- additional partnerships and commercial opportunities as a
result of the teaming agreement signed with Vodafone;
-- expansion into additional emerging markets through local partners; and
-- follow on orders from the initial projects with both Tata Power and Essel Utilities.
The Placing Shares will be issued at a price of 0.35 pence per
Ordinary Share. The Directors believe that this price represents a
fair price to raise additional working capital and development
funding.
Based on the gross proceeds of the Placing of GBP3.5M and the
full exercise of the Placing Warrants in the 12 months following
Admission (representing a possible additional GBP3.0 million), the
Company would have substantial resources to deploy towards
delivering and expanding on the commercial opportunity for Cyan's
technology in emerging markets.
The Cyan management team and newly strengthened Board of
Directors remain highly motivated and confident about the
opportunities in the pipeline. This confidence is reflected in the
significant participation in the Placing by the whole Board of Cyan
who, in aggregate, are subscribing for GBP100,000 of Placing Shares
in the Placing.
Therefore, Shareholders are requested to vote in favour of the
Resolutions in order to provide the Company with adequate working
capital as well as the funds needed for further expansion in Cyan's
target markets. The Directors believe that Cyan remains in a strong
position to secure substantial revenues from a very large
market.
Details of the Placing
Ordinary Shares
The Company intends to raise approximately GBP3.5 million,
before expenses, through the issue of 1,000,000,000 Placing Shares
at the Placing Price pursuant to the Placing.
The Placing Price represents a discount of approximately 22.2
per cent. to the closing mid-market price of 0.45 pence per
Ordinary Share as at 24 July 2014, the latest practicable date
prior to the announcement of the Placing. The Placing Shares will,
when issued, rank pari passu in all respects with the Ordinary
Shares, including the right to receive dividends and other
distributions declared following Admission.
The Placing Shares will represent approximately 22.4 per cent.
of the Enlarged Share Capital and the Warrants will represent
approximately 10.4 per cent. of the Enlarged Share Capital
following exercise of all the Warrants. The Placing is being made
on a non pre-emptive basis as the time delay and costs associated
with a pre-emptive offer are considered by the Directors to be
excessive.
Application will be made by the Company for the Placing Shares
to be admitted to trading on AIM. Subject to completion of the
Placing, it is expected that the Placing Shares will be admitted to
trading on AIM and that dealings will commence at 8.00 a.m. on 20
August 2014.
The issue of the Placing Shares, is conditional, inter alia,
upon:
(a) the approval of the Resolutions at the GM;
(b) the Placing Agreement becoming wholly unconditional (save as
to Admission) and not having been terminated in accordance with its
terms at any time prior to Admission; and
(c) Admission,
in each case occurring no later than 8.00 a.m. on 20 August 2014
(or such time and date as the Company and Hume Capital may agree,
being not later than 3 September 2014).
Pursuant to the terms of the Placing Agreement, Hume Capital has
conditionally agreed to use its reasonable endeavours, as agent to
the Company, to place the Placing Shares at the Placing Price with
certain institutional and other investors. The above obligations
are subject to certain conditions including those listed above. The
Placing is not being underwritten by Hume Capital.
The Placing Agreement contains customary warranties given by the
Company with respect to its business and certain matters connected
with the Placing. In addition, the Company has given certain
indemnities to Hume Capital in connection with the Placing and Hume
Capital's performance of services in relation to the Placing. Hume
Capital is entitled to terminate the Placing Agreement in specified
circumstances including where there has been a material breach of
the warranties.
In accordance with the terms of the Placing Agreement, Hume
Capital will be issued with the Corporate Finance Warrants in
addition to corporate finance fees and commissions charged by them
to the Company in connection with their services relating to the
Placing.
The Placing Warrants
In addition, conditional upon Admission, Placees will be issued
with one Placing Warrant for every two Ordinary Shares they have
agreed to acquire through the Placings. Each Placing Warrant will
give the Placees the right, but not the obligation, to acquire one
Ordinary Share at an exercise price of 0.6 pence (the "Exercise
Price"), conditional on such exercise request being made within the
period ending twelve months from Admission.
The Placing Warrants have been constituted by the Placing
Warrant Instrument and their issue is conditional upon Admission
occurring. The maximum number of Placing Warrants which may be
issued under the Placing Warrant Instrument is 500,000,000. The
Placing Warrants will represent approximately 10.1 per cent. of the
Enlarged Share Capital following exercise of the Warrants.
The Placing Warrant Instrument contains the terms and conditions
upon which the Placing Warrants will be issued and the principal
terms and conditions are as follows:
Form of Placing Warrants
Placing Warrant Holders will be recorded as the holders of
Placing Warrants in a register of warrants maintained on behalf of
the Company.
Each Placing Warrant Holder shall be entitled to a certificate.
Joint holders will be entitled to only one certificate in respect
of their joint holding. A form of notice of exercise and the full
terms and conditions of the Placing Warrants will be attached to
each certificate.
Conditions attaching to exercise
The Directors may require, as a condition of exercise of any
Placing Warrant that the registered holder of the Placing Warrant
certifies that such exercise is not being made with a view to a
transfer of the Ordinary Shares to which it relates to an overseas
person.
Allotment of Shares
On the due exercise of any Placing Warrant, the Company will
allot the number of Ordinary Shares for which subscription is made
to the registered holder of the Placing Warrant. Following exercise
of the Placing Warrants, the Company will apply for those Ordinary
Shares to be admitted to dealing on any recognised investment
exchange on which the Company's shares are then quoted.
Insolvency
If an Insolvency Event (as defined in the Placing Warrant
Instrument) occurs in respect of the Company (except as part of a
reconstruction or amalgamation which has been approved by the
Placing Warrant Holders by extraordinary resolution) each Placing
Warrant Holder shall, in respect of its Placing Warrant(s) be
treated as if its Placing Warrant(s) had been exercised on the day
immediately preceding the happening of the Insolvency Event and
shall receive out of the surplus assets of the Company available in
the liquidation such sum as it would have received if it had been
registered as the holder of the number of fully paid Ordinary
Shares for which it is entitled to subscribe under the Warrant(s)
then registered in its name after the deduction from such sum of a
sum equal to the Exercise Price in respect of those Ordinary
Shares.
Adjustment
If the Company alters its share capital by consolidating or
subdividing shares the Company shall within 10 business days after
such event give written notice to the Placing Warrant Holders
giving full details of the event in question.
Within 10 business days after the service of a notice the
Placing Warrant Holders may serve written notice on the Company
requiring it to instruct auditors to prepare and deliver to the
Placing Warrant Holders and the Company a certificate as to what is
in their opinion the amount of the adjustment which ought
reasonably to be made to the number of Ordinary Shares subject to
the Warrant and/or to the Exercise Price for each of those Ordinary
Shares but so that:
(a) the aggregate amount payable on the exercise of the Placing
Warrants in full is not increased; and
(b) the Exercise Price for an Ordinary Share is not reduced
below its nominal value, and the Company shall give to the auditors
all information reasonably requested by the auditors to enable the
auditors to produce their certificate.
Meetings of Placing Warrant Holders & Modification of
Placing Warrant rights
The Company may (and shall on the written request in writing of
Placing Warrant Holders holding at least one-fifth of the Placing
Warrants then outstanding) convene a meeting of the Placing Warrant
Holders by at least 14 days' clear written notice, and such meeting
shall have power by an extraordinary resolution (that is to say a
resolution passed by a majority consisting of at least seventy-five
per cent. of the Placing Warrant Holders voting on a show of hands
or (if a poll is demanded by the chairman of the meeting or by
Placing Warrant Holders holding at least three quarters of the
Placing Warrants then outstanding and in respect of which notice of
conversion has not been given) by a simple majority of the votes
given on such poll):
(a) to sanction any modification or compromise or any agreement
in respect of the rights of the Placing Warrant Holders;
(b) to assent to any modification of these conditions proposed
or agreed to by the Company and to agree to the issue of a
supplemental instrument embodying the modification; and
(c) to appoint any persons (whether Placing Warrant Holders or
not) as a committee to represent the interest of the Placing
Warrant Holders and to confer upon such committee any powers or
discretions which the Placing Warrant Holders could themselves
exercise by an extraordinary resolution.
A resolution signed by Placing Warrant Holders holding at least
75 per cent. of the Placing Warrants in issue shall be as valid and
effectual as if it had been passed at a meeting of the Placing
Warrant Holders duly convened and held. Such resolution may be
contained in one document or in several documents in like form each
signed by one or more of the Placing Warrant Holders.
Transfer of Placing Warrants
A Placing Warrant Holder may transfer a Placing Warrant by a
transfer in writing signed by it and it shall remain the owner of
the Placing Warrant until the name of the transferee is entered in
the Company's warrant register. Where a Placing Warrant Holder
transfers part only of the Placing Warrants in a certificate the
old certificate shall be cancelled and a new certificate for the
balance of such Placing Warrants issued without charge.
Law and Jurisdiction
The Placing Warrant Instrument is governed by and construed in
accordance with English law and the Company and the Placing Warrant
Holders submit to the non-exclusive jurisdiction of the English
courts.
Directors' shareholdings
The current beneficial and non-beneficial interests of the
Directors in Ordinary Shares and the beneficial and non-beneficial
interests following the Placing are set out below:
Placing
Date of this document Shares Immediately Following the Placing
subscribed
Number of Percentage Number of Number of Percentage Number of
Ordinary of Ordinary Ordinary Ordinary of Ordinary Placing
Shares Share capital Shares Shares Share capital Warrants
John Cronin 83,099,191 2.41% 7,142,857 90,242,048 2.03% 3,571,429
Simon Smith 57,623,731 1.67% 7,142,857 64,766,588 1.45% 3,571,429
Dr. John
Read 29,199,101 0.85% 4,285,714 33,484,815 0.75% 2,142,857
Harry Berry - - 5,714,286 5,714,286 0.13% 2,857,142
Peter Mainz* - - 4,285,714 4,285,714 0.10% 2,142,857
* On 2 July 2014, Peter Mainz was granted unapproved options
("Unapproved Options") over a total of 34,512,626 new Ordinary
Shares at an exercise price of 0.37 pence per share. The Unapproved
Options are exercisable for 100 per cent. of the issued amount from
1 July 2016 having a two year cliff vesting period. The Unapproved
Options will lapse if unexercised after 10 years from the date of
grant. The Unapproved Options (if fully exercised) will represent a
total of 0.77 per cent. of the Enlarged Share Capital.
The Directors intend to subscribe for, in aggregate, 28,571,429
Placing Shares which represents, in aggregate, 2.86 per cent. of
the Placing Shares being issued pursuant to the Placing. Following
the Placing, the Directors will hold, in aggregate, 198,493,452
Ordinary Shares, accounting for 4.46 per cent. of the Enlarged
Share Capital. As a result of the Directors participating in the
Placing they will also be issued, in aggregate, 14,285,714 Placing
Warrants in accordance with the terms of the Placing Warrant
Instrument.
The subscription by the Directors of the Placing Shares and
issue to them of the Placing Warrants as set out above constitutes,
in aggregate, a related party transaction pursuant to the rule 13
of the AIM Rules. There are no independent directors for the
purposes of providing the statement required by AIM Rule 13 and
therefore Allenby Capital, the Company's Nominated Adviser,
considers that the terms of the Directors' participation in the
Placing and related issue of Placing Warrants are fair and
reasonable insofar as Shareholders are concerned.
General Meeting and action to be taken
A notice convening the GM to be held at the Company's registered
office, Carisbrooke Court, Buckingway Business Park, Swavesey,
Cambridge, CB24 4UQ at 1.00 p.m. on 19 August 2014 will be posted
to Shareholders on or around 28(th) July 2014 in a Circular. The
Resolutions to be proposed at that meeting are, inter alia, to
empower the Directors to allot equity securities for cash and to do
so otherwise than in accordance with the statutory pre-emption
provisions, as set out in the Companies Act, in connection with the
Placing and otherwise.
The authority proposed to be given to the Directors to allot
Ordinary Shares in the capital of the Company requires the prior
authorisation of the Shareholders at a GM under section 551 of the
Companies Act. Following the passing of Resolution 1, the Directors
will have authority to allot: 1,517,000,000 Ordinary Shares in
connection with the Placing and the Warrants; in addition, a
further 1,484,870,436 Ordinary Shares, being approximately one
third of the Enlarged Share Capital. This authority will expire
immediately following the annual general meeting of the Company in
2015 or if earlier on the date which is 15 months after the date of
the passing of this resolution.
Subject to the passing of Resolution 2, the Directors will have
the power under section 570 of the Companies Act to allot, for
cash, 1,517,000,000 Ordinary Shares in connection with the Placing
and the Warrants; and, in addition up to 445,461,131 Ordinary
Shares (being approximately 10 per cent. of the Enlarged Share
Capital), without being required first to offer such securities to
Shareholders in accordance with the statutory pre-emption rights.
This authority will expire immediately following the annual general
meeting of the Company in 2015 and will replace the authority
obtained at the annual general meeting held in June 2014 or if
earlier on the date which is 15 months after the date of the
passing of this resolution.
While the Directors have no present intention to allot any
relevant securities pursuant to the authority proposed to be
granted to them pursuant to the Resolutions (save for the allotment
of the Placing Shares or pursuant to the Warrant Instruments), the
authorities described above would provide flexibility for raising
additional funds or making acquisitions should suitable
opportunities arise.
A Form of Proxy for use by Shareholders in connection with the
GM will be posted to Shareholders on or around 28(th) July 2014.
Whether or not Shareholders propose to attend the GM in person,
Shareholders are requested to complete the Form of Proxy in
accordance with the instructions printed on it and to return it to
the Company's Registrars, Share Registrars Limited, 9 Lion &
Lamb Yard, Farnham, GU9 7LL as soon as possible and in any event so
as to arrive no later than 1.00 p.m. on 15 August 2014. Completion
and return of the Form of Proxy will not preclude Shareholders from
attending the GM and voting in person should they so wish.
Recommendation
The Directors consider the terms of the Placing to be in the
best interests of the Company and accordingly recommend that
Shareholders vote in favour of the Resolutions to be proposed at
the GM as they intend to do in respect of those Ordinary Shares in
respect of which they have a beneficial interest, being 169,922,023
Ordinary Shares, representing 4.92 per cent. of the current issued
Ordinary Share capital of the Company as at the date of this
document.
SCHEDULE
DEFINITIONS
The following definitions apply throughout this document and in
the accompanying Form of Proxy unless the context requires
otherwise:
"Admission" admission of the Placing Shares to trading on AIM
becoming
effective in accordance with the AIM Rules;
"AIM" the market of that name operated by the London Stock
Exchange;
"AIM Rules" together, the AIM Rules for Companies and the
AIM Rules for Nominated Advisers;
"Allenby Capital" Allenby Capital Limited, 3 St Helen's Place,
London EC3A 6AB,
being the Company's nominated adviser for the purposes of the
AIM Rules;
"Board" or "Directors" the directors of Cyan whose names are set
out on page 6 of thisdocument;
"Companies Act" the Companies Act 2006 (as amended);
"Company" or "Cyan" Cyan Holdings plc, a company incorporated
and registered in
England and Wales with company number 04554942;
"Corporate Finance Warrants" the 17 million warrants created
under the Corporate Finance Warrant Instrument to subscribe for
Ordinary Shares during the 6 months following Admission (on the
basis of one Corporate Finance Warrant for one Ordinary Share)
exercisable at 0.349 pence (being the average closing mid-price of
Ordinary Shares for the 45 day period prior to the date of this
document);
"Corporate Finance Warrant the warrant instrument of the Company
to be entered into, Instrument" conditional upon the passing of the
Resolutions, on 19 August
2014 constituting the Corporate Finance Warrants to be granted
to Hume Capital;
"CREST" the computerised settlement system (as defined in the
CREST Regulations) operated by Euroclear UK & Ireland
Limited;
"EIS" Enterprise Investment Scheme;
"Enlarged Share Capital" the Company's issued share capital
immediately after the completion of the
Placing;
"FCA" the United Kingdom Financial Conduct Authority (or any
successor entity or entities) and where applicable, acting as the
competent authority for the purposes of Admission;
"Form of Proxy" the form of proxy attached to this document for
use by Shareholders in connection with the GM;
"GM" or "General Meeting" the general meeting of Cyan to be held
at its registered office, Carisbrooke Court, Buckingway Business
Park, Swavesey, Cambridge, CB24 4UQ at 1.00 p.m. on 19 August 2014,
notice of which is set out in Part 2 of this document;
"Hume Capital" Hume Capital Securities PLC, 1 Carey Lane,
London, EC2V 8AE;
"London Stock Exchange" London Stock Exchange plc;
"Ordinary Shares" the ordinary shares of 0.01 pence each in the
capital of the Company;
"Placees" the placees subscribing for Placing Shares pursuant to
the Placing;
"Placing Agreement" the conditional placing agreement dated 24
July 2014 between Hume Capital and the Company, details of which
are set out in the letter from the Chairman;
"Placing" the proposed placing by Hume Capital, as agent for the
Company, of the Placing Shares at the Placing Price on the terms of
the Placing Agreement;
"Placing Price" 0.35 pence per Placing Share;
"Placing Shares" 1,000,000,000 Ordinary Shares to be allotted on
the terms of the Placing Agreement;
"Placing Warrants" the warrants to subscribe for 500,000,000
Ordinary Shares at 0.60 pence per Ordinary Share for the twelve
months following Admission which are to be issued to Placees on a
pro rata basis;
"Placing Warrant Holders" holders of the Placing Warrants;
"Placing Warrant Instrument" the warrant instrument of the
Company to be entered into conditional upon the passing of the
Resolutions, on 19 August 2014 constituting the Placing
Warrants;
"Registrars" Share Registrars Limited, 9 Lion & Lamb Yard,
Farnham, GU9 7LL;
"Shareholders" holders of Ordinary Shares at the date of this
document;
"Share Option Scheme" the Cyan Holdings plc Enterprise
Management Incentive Scheme;
"UK" or "the United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"VCT" Venture Capital Trust scheme under the provisions of Part
6 of the Income Tax Act 2007;
"VCT and EIS Conditions" the conditions contained within
sections 285 and 286 of the Income
Tax Act 2007 relating to the Company and the Ordinary Shares
under which the Ordinary Shares may be regarded as 'eligible
shares' comprised in each VCT or EIS investor's qualifying holding
for the purposes of Chapter 4 of Part 6 of the Income Tax Act
2007;
"Warrants" the Corporate Finance Warrants and the Placing
Warrants; and
"Warrant Instruments" the Corporate Finance Warrant Instrument
and the Placing Warrant
Instrument.
Enquiries:
Cyan Holdings plc Tel: +44 (0) 1954 234 400
John Cronin, Chairman
www.cyantechnology.com
Allenby Capital Limited Tel: +44 (0)20 3328 5656
Nominated Advisor and Joint Broker
Jeremy Porter / Michael McNeilly
Hume Capital Securities plc Tel: +44 (0)20 7101 7070
Joint Broker
Jon Belliss
Walbrook PR Tel: +44 (0)20 7933 8780
Financial PR
Paul Cornelius
This information is provided by RNS
The company news service from the London Stock Exchange
END
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