TIDMCNMI
RNS Number : 5391Y
Camper & Nicholsons Marina Inv Ltd
06 December 2017
6 December 2017
Camper & Nicholsons Marina Investments Limited
("Camper & Nicholsons" or the "Company")
Proposed Cancellation of Admission of Ordinary Shares to Trading
on AIM
and
Notice of Extraordinary General Meeting
Camper & Nicholsons Marina Investments Limited (AIM: CNMI),
announces that, as a result of a review of the benefits and
drawbacks of being a quoted company, the Board has concluded that
the cancellation of admission of its Ordinary Shares to trading on
AIM ("Cancellation") is in the best interests of the Company and
its Shareholders as a whole.
The Company therefore announces its intention to seek its
Shareholders' approval for the Cancellation. An explanatory
circular will be posted to Shareholders today (the "Circular")
setting out the background to and reasons for the Cancellation, the
reasons why the Directors believe that this is in the best
interests of the Company and its Shareholders as a whole and their
recommendation to Shareholders to vote in favour of the resolution
to approve the Cancellation (the "Resolution").
The Company is seeking Shareholders' approval of the
Cancellation at the Extraordinary General Meeting, which has been
convened for 11.00 a.m. on 2 January 2018 at the Company's
registered office at Bordage House, Le Bordage, St. Peter Port,
Guernsey GY1 1BU. If the Resolution is passed at the Extraordinary
General Meeting, it is anticipated that the Cancellation will
become effective at 7.00 a.m. on 10 January 2018. A notice
convening the General Meeting is set out in the Circular.
The Company has received irrevocable undertakings from all
Directors (being Sir Christopher Lewinton, Martin Bralsford, Roger
Lewis, Clive Whiley) and from the Major Shareholders, First Eastern
Holdings and FE Marina Investments (both companies in which Victor
Chu and Elizabeth Kan, Non-Executive Directors of the Company have
an interest), to vote, or procure votes, in favour of the
Resolution for 153,724,323 Ordinary Shares in aggregate,
representing approximately 74.18 per cent. of the issued share
capital of the Company. Further details in respect of the
irrevocable undertakings can be found in paragraph 6 below.
The Directors are concerned to ensure that Shareholders have an
opportunity to realise their Ordinary Shares notwithstanding the
proposed Cancellation. At the request of the Board therefore, First
Eastern Holdings (one of the Company's Major Shareholders), has
agreed with the Company that on the date that the Circular is
posted to Shareholders, it will place an order, or procure that one
of its group companies will place an order, with its broker to
purchase in the market any Ordinary Shares offered for sale at a
price of 8.5 pence per Ordinary Share. First Eastern Holdings
intends that such order will remain open until the last trading day
on AIM being 9 January 2018. All Shareholders who wish to sell
their Ordinary Shares in the market at that price will therefore
have the opportunity to do so. Shareholders should consult with
their own independent financial adviser and/or broker should they
wish to consider selling their interests in the market prior to the
Cancellation becoming effective, as it will be necessary to
instruct a broker to place an order in the market for the sale of
the relevant shares.
The Company has also made arrangements for a Matched Bargain
Facility to assist Shareholders to trade in the Ordinary Shares to
be put in place from the day of Cancellation if the Resolution is
passed. First Eastern Holdings has confirmed to the Company that
following the Cancellation, it will continue to purchase further
Ordinary Shares at a price of 8.5 pence per Ordinary Share through
the Matched Bargain Facility, although its commitment to do so will
expire on 8 February 2018 (being 30 days following the
Cancellation). This will provide all Shareholders who wish to sell
their Ordinary Shares at that price after the Cancellation becomes
effective with an opportunity to do so.
Subject to the Resolution being passed at the Extraordinary
General Meeting, the expected last day of dealings in Ordinary
Shares on AIM will be Tuesday 9 January 2018 and the Cancellation
will become effective at 7.00 a.m. on Wednesday 10 January 2018.
Pursuant to Rule 41 of the AIM Rules, the Company, through its
nominated adviser, finnCap Limited, has notified the London Stock
Exchange of the proposed Cancellation.
The above summary should be read in conjunction with the full
text of this announcement and the Circular. Extracts from the
Circular, which sets out the background to and reasons for the
Company seeking Cancellation, are set out below and a copy of the
Circular will shortly be available on the Company's website,
(en.cnmarinas.com/investor-information).
For further information, please contact:
Camper & Nicholsons Marina Investments
Limited
+44 (0)1481
Sir Christopher Lewinton / Clive Whiley 711144
finnCap Ltd
(Nominated Adviser & Broker)
Corporate Finance - Christopher Raggett/Emily +44 (0) 20
Watts 7220 0500
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
Extracts from the Circular
1. Introduction
As announced by the Company today, the Directors have concluded
that it is in the best interests of the Company and its
Shareholders to cancel the admission of the Ordinary Shares to
trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company
(through its nominated adviser, finnCap Ltd) has notified the
London Stock Exchange of the date of the proposed Cancellation.
The Cancellation is conditional, pursuant to Rule 41 of the AIM
Rules, upon the approval of not less than 75 per cent. of the votes
cast by Shareholders (whether present in person or by proxy) at the
Extraordinary General Meeting, notice of which is set out in Part
II of the Circular.
The Company is therefore seeking Shareholders' approval of the
Cancellation at the Extraordinary General Meeting, which has been
convened for 11.00 a.m. on 2 January 2018 at the Company's
registered office at Bordage House, Le Bordage, St. Peter Port,
Guernsey GY1 1BU. If the Resolution is passed at the Extraordinary
General Meeting, it is anticipated that the Cancellation will
become effective at 7.00 a.m. on 10 January 2018.
The purpose of the Circular is to seek Shareholders' approval
for the Resolution, to provide you with the information on the
background and reasons for Cancellation and to explain the
consequences of the Cancellation and why the Directors unanimously
consider the Cancellation to be in the best interests of the
Company and its Shareholders as a whole.
The Notice of the Extraordinary General Meeting is set out in
Part II of the Circular.
2. Background and reasons for Cancellation
The Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders in retaining its
quotation on AIM, and believe that Cancellation is in the best
interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered the
following key factors:
-- as highlighted in the Company's interim results released on
28 September 2017, the Board is considering plans to reposition the
Company's assets so as to create a stronger business as part of a
more expansive strategy. However, substantially all of the
participation in the most recent fundraising was by the Directors
and the Major Shareholders. Therefore, it is the Directors' view
that the continued listing on AIM is unlikely to provide the
Company with significantly wider access to capital than the funding
options it already has from the Directors and the Major
Shareholders;
-- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are, in the Directors' opinion,
disproportionate to the benefits to the Company;
-- the Directors and the Major Shareholders hold, in total,
74.18 per cent. of the Company's current issued share capital,
resulting in a limited free float and liquidity in the Ordinary
Shares with the consequence that the AIM listing of the Ordinary
Shares does not, in itself, offer investors the opportunity to
trade in meaningful volumes or with frequency within an active
market; and
-- due to the Company's limited liquidity in its shares and
modest market capitalisation, continuing admission to trading on
AIM no longer enables the Ordinary Shares to be used to effect
acquisitions.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation at the earliest opportunity.
3. Process for, and principal effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their interests in the market prior to the
Cancellation becoming effective.
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Resolution. If the
Resolution is passed at the Extraordinary General Meeting, it is
proposed that the last day of trading in Ordinary Shares on AIM
will be 9 January 2018 and that the Cancellation will take effect
at 7.00 a.m. on 10 January 2018.
The principal effects of the Cancellation will be that:
-- there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares. Save for the proposed
Matched Bargain Facility referred to in paragraph 4.2 below, no
other recognised market or trading facility is intended to be put
in place to facilitate the trading of the Ordinary Shares;
-- while the Ordinary Shares will remain freely transferrable,
it is possible that the liquidity and marketability of the Ordinary
Shares will, in the future, be even more constrained than at
present and the value of such shares may be adversely affected as a
consequence;
-- in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their
investment in the Company at any given time;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events and the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, financing transactions, reverse
takeovers, related party transactions and fundamental changes in
the Company's business, including certain acquisitions and
disposals;
-- the levels of transparency and corporate governance within
the Company may not be as stringent as for a company quoted on
AIM;
-- the Company will cease to have an independent nominated adviser and broker;
-- whilst the Company's CREST facility will remain in place post
the Cancellation, the Company's CREST facility may be cancelled in
the future and, although the Ordinary Shares will remain
transferable, they will cease to be transferable through CREST. In
this instance, Shareholders who hold Ordinary Shares in CREST will
receive share certificates; and
-- the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The Company will remain registered with the Registrar of
Companies in Guernsey in accordance with and subject to the
Companies (Guernsey) Law, 2008 (as amended) (the "Law"),
notwithstanding the Cancellation. Shareholders should also note
that the Takeover Code will continue to apply to the Company
following the Cancellation for the period of 10 years from the date
of Cancellation (although it should also be noted that, as the
Major Shareholders own in excess of 50 per cent. of the existing
Ordinary Shares, they are free to acquire further Ordinary Shares
without any restriction under the Takeover Code). The Company will
also continue to be bound by the Articles (which require
shareholder approval for certain matters) following the
Cancellation. Whilst the Company currently has no intention to
amend the Articles, and commits not to do so for at least 12 months
following the Cancellation, following the expiry of this period the
Company may seek Shareholder approval to amend the Articles.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
The Company currently intends that it will continue to provide
certain facilities and services to Shareholders that they currently
enjoy as shareholders of an AIM company. The Company will:
-- continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the
Law;
-- continue to hold annual general meetings; and
-- continue, for at least 12 months following the Cancellation, to maintain its website, http://en.cnmarinas.com/investor-information and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules.
In addition, the Company confirms that there is currently no
intention to change the existing Directors following the
Cancellation.
4. Transaction in the Ordinary Shares prior to and post the proposed Cancellation
4.1 Prior to the Cancellation
The Directors are concerned to ensure that Shareholders have an
opportunity to realise their Ordinary Shares notwithstanding the
proposed Cancellation. At the request of the Board therefore, First
Eastern Holdings (one of the Company's Major Shareholders), has
agreed with the Company that on the date that the Circular is
posted to Shareholders, it will place an order, or procure that one
of its group companies will place an order, with its broker to
purchase in the market any Ordinary Shares offered for sale at a
price of 8.5 pence per Ordinary Share. First Eastern Holdings
intends that such order will remain open until the last trading day
on AIM being 9 January 2018. All Shareholders who wish to sell
their Ordinary Shares in the market at that price will therefore
have the opportunity to do so. Shareholders should consult with
their own independent financial adviser and/or broker should they
wish to consider selling their interests in the market prior to the
Cancellation becoming effective, as it will be necessary to
instruct a broker to place an order in the market for the sale of
the relevant shares.
4.2 Following the Cancellation
The Board is aware that the proposed Cancellation, should it be
approved by Shareholders at the Extraordinary General Meeting,
would make it more difficult for Shareholders to buy and sell
Ordinary Shares should they wish to do so.
Therefore, the Company has made arrangements for a Matched
Bargain Facility to assist Shareholders to trade in the Ordinary
Shares to be put in place from the day of Cancellation if the
Resolution is passed. The Matched Bargain Facility will be provided
by J P Jenkins Limited ("JP Jenkins"). JP Jenkins is part of
Peterhouse Corporate Finance Limited, which is authorised and
Regulated by the Financial Conduct Authority, a Member of the
London Stock Exchange, a NEX Exchange Corporate Adviser. Under the
Matched Bargain Facility, Shareholders or persons wishing to
acquire or dispose of Ordinary Shares will be able to leave an
indication with JP Jenkins, through their stockbroker (JP Jenkins
is unable to deal directly with members of the public), of the
number of Ordinary Shares that they are prepared to buy or sell at
an agreed price. In the event that J P Jenkins is able to match
that order with an opposite sell or buy instruction, they would
contact both parties and then effect the bargain. Should the
Cancellation become effective and the Company put in place the
Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at
http://en.cnmarinas.com/investor-information and directly by letter
or e-mail (where appropriate).
At the request of the Board, First Eastern Holdings has
confirmed to the Company that following the Cancellation, it will
continue to purchase, or procure that one of its group companies
will continue to purchase, further Ordinary Shares at a price of
8.5 pence per Ordinary Share through the Matched Bargain Facility,
although its commitment to do so will expire on 8 February 2018
(being 30 days following the Cancellation). This will provide all
Shareholders who wish to sell their Ordinary Shares at that price
after the Cancellation becomes effective with an opportunity to do
so.
4.3 Directors Intentions
All of the Directors have indicated an intention to sell their
Ordinary Shares. Although the Directors believe that the costs and
other drawbacks to the Company and its Shareholders in retaining
its quotation on AIM, as set out in paragraph 2, fully justify the
decision to relinquish the quotation and that the Cancellation is
in the best interests of the Company and its Shareholders in the
future, they, having regard to their own personal circumstances,
are either unable to hold unquoted shares or are unwilling to
continue to hold such shares with the reduced level of
marketability that is likely to ensue following Cancellation. The
Directors note that the price offered by First Eastern exceeds 8
pence per Ordinary Share (being the closing price on 5 December
2017, the last practicable date prior to publication of the
Circular) and that the Ordinary Shares have not traded at a price
above this level since June 2015.
5. Current Trading, Strategy and Prospects
The Company released its interim report for the six months ended
30 June 2017 on 28 September 2017. In this report the Directors
stated that:
"Whilst the results for the six months to 30 June 2017 are
slightly disappointing when compared with the progress made in the
last few years, post period end the Company undertook a successful
fund-raise, completed in August 2017, to raise GBP3.3 million by
way of an Open Offer, which, coupled with the Grand Harbour Marina
("GHM") Bond issue, means that the Group is well positioned.
We are considering plans to reposition our assets to create a
stronger business. The Board believes that, as marina revenue
streams continue to be re-evaluated following the return of
development interest in the sector, the time is right to adopt a
more expansive strategy, particularly at GHM.
Your Board believes the Company is well placed to now deal with
the uncertain outlook we face."
Based on current management accounts, before the impact of
exchange rate variations, in the four months since the half year
end (to 31 October 2017), which included the peak summer months of
July 2017 and August 2017 for GHM and Cesme, the Group has
generated a small profit before tax. This pattern is consistent
with the same period in the previous year and also with the
performance seen in the first half of the year, with the profits
generated by the marinas being offset by small losses in the
consultancy businesses and the costs of the holding company.
Following the Cancellation, the Company will continue to pursue
its strategy to reposition the assets strengthen the business as
part of a more expansive strategy.
6. Irrevocable Undertakings
The Company has received irrevocable undertakings from all
Directors being Sir Christopher Lewinton, Martin Bralsford, Roger
Lewis, Clive Whiley and from the Major Shareholders, First Eastern
Holdings and FE Marina Investments (both companies in which Victor
Chu and Elizabeth Kan, Non-Executive Directors of the Company have
an interest), to vote or procure votes in favour of the Resolution,
in respect of all Ordinary Shares held by each of them (or in which
they are interested) on the date of the Extraordinary General
Meeting but currently amounting to 153,724,323 Ordinary Shares in
aggregate, representing approximately 74.18 per cent. of the issued
share capital of the Company.
In respect of the irrevocable undertakings signed by the
Directors, the number of Ordinary Shares that the Directors hold
may decrease by virtue of Ordinary Shares that they may sell (as
referred to in paragraph 4.1 above).
Similarly, in respect of the irrevocable undertakings signed by
First Eastern Holdings, the number of Ordinary Shares held by First
Eastern Holdings and its group companies may increase by virtue of
Ordinary Shares acquired (as referred to in paragraph 4.1
above).
Accordingly, the Directors believe it is likely that the
Resolution will be passed at the Extraordinary General Meeting.
7. Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at an Extraordinary General Meeting. Accordingly the
Notice of Extraordinary General Meeting set out in Part II of the
Circular contains a special resolution to approve the
Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Resolution being passed at the Extraordinary General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 2 January 2018. Accordingly, if the Resolution is passed the
Cancellation will become effective at 7.00 a.m. on 10 January 2018.
If the Cancellation becomes effective, finnCap Ltd will cease to be
nominated adviser of the Company and the Company will no longer be
required to comply with the AIM Rules.
8. Extraordinary General Meeting
The Extraordinary General Meeting will be held at the Company's
registered office at Bordage House, Le Bordage, St. Peter Port,
Guernsey GY1 1BU commencing at 11.00 a.m. on 2 January 2018.
9. Action to be taken
You will find enclosed with the Circular a Form of Proxy for use
at the Extraordinary General Meeting. Whether or not you propose to
attend the Extraordinary General Meeting in person, you are
requested to complete and return the Form of Proxy to the Company's
registrars Anson Registrars Limited, Anson House, Havilland Street,
St. Peter Port, Guernsey, GY1 2QE, in accordance with the
instructions printed thereon as soon as possible but, in any event,
to be received no later than 11.00 a.m. on 31 December 2017.
Completion and return of a Form of Proxy will not preclude you from
attending and voting at the Extraordinary General Meeting in person
if you so wish.
10. Recommendation
The Directors consider that the Cancellation is in the best
interests of the Company and its Shareholders as a whole and
therefore unanimously recommend that you vote in favour of the
Resolution.
EXPECTED TIMETABLE OF PRINCIPAL EVENT
Notice provided to the London 6 December 2017
Stock Exchange to notify it
of the proposed Cancellation
Publication and posting of 6 December 2017
the Circular and Form of Proxy
to Shareholders
Commencement of market purchases 6 December 2017
of Ordinary Shares by First
Eastern Holdings(3) pursuant
to its standing purchase order(2)
Latest time and date for receipt 11.00a.m. 31 December
of completed Forms of Proxy 2017
in respect of the Extraordinary
General Meeting
Time and date of the Extraordinary 11.00 a.m. on 2 January
General Meeting 2018
Expected last day of market 9 January 2017
purchases of Ordinary Shares
by First Eastern Holdings(3)
pursuant to its standing purchase
order(2)
Expected last day of dealings 9 January 2018
in Ordinary Shares on AIM(4)
Expected time and date of 7.00 a.m. on 10 January
Cancellation(5) 2018
Expected last day of committed 8 February 2018
purchases of Ordinary Shares
by First Eastern Holdings(3)
through the Matched Bargain
Facility(2)
Notes:
(1) All of the times referred to in the Circular refer to London
time, unless otherwise stated.
(2) See paragraph 4 of Part I of the Circular for further information.
(3) First Eastern Holdings will place a standing purchase order,
or procure that one of its group companies places a standing
purchase order, with its broker.
(4) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and dates will be notified to Shareholders by an
announcement through a Regulatory Information Service.
(5) The Cancellation requires the approval of not less than 75
per cent. of the votes cast by Shareholders at the Extraordinary
General Meeting.
DEFINITIONS
The following definitions apply throughout the Circular and this
announcement, unless the context requires otherwise:
"AIM" AIM, the market operated by the London Stock Exchange
"AIM Rules" the rules and guidance for companies whose shares
are admitted to trading on AIM entitled "AIM Rules for Companies"
published by the London Stock Exchange, as amended from time to
time
"Articles" the articles of incorporation of the Company as
amended from time to time
"Business Day" a day (excluding Saturday, Sunday and public
holidays in England and Wales) on which banks are generally open
for business in London for the transaction of normal banking
business
"Cancellation" the cancellation of admission of the Ordinary
Shares to trading on AIM, subject to passing of the Resolution and
in accordance with Rule 41 of the AIM Rules
"Circular" the Circular, containing information about the
Cancellation and the Extraordinary General Meeting
"Company" or "CNMI" Camper & Nicholsons Marina Investments
Limited, a company incorporated in the Island of Guernsey with
Registered Number 45700
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the operator (as
defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2006 of the Isle of Man
(Statutory Document Number 743/06) including any modifications
or any regulations made in substitution under sections 48 and 215
of the IoM 2006 Act and for the time being in force
"Directors" or "Board" the directors of the Company, whose names
are set out on page 6 of the Circular. The Board comprises the
directors at any time or the directors present at a duly convened
meeting at which a quorum is present or, as the case may be, the
directors assembled as a committee of such Board
"Extraordinary General Meeting" the Extraordinary General
Meeting of the Company convened for
11.00 a.m. on 2 January 2018 and any adjournment thereof, notice
of which is set out at the end of the Circular
"FE Marina Investments" FE Marina Investments Limited, a company
incorporated in Hong
Kong with registered number 1613555 and a wholly owned
subsidiary of First Eastern Holdings
"First Eastern Holdings" First Eastern (Holdings) Limited, a
company incorporated in Hong
Kong with registered number 209159
"Form of Proxy" the form of proxy enclosed with the Circular for
use at the Extraordinary General Meeting or at any adjournment
thereof
"London Stock Exchange" London Stock Exchange plc
"Major Shareholders" together, FE Marina Investments and First
Eastern Holdings
"Matched Bargain Facility" the matched bargain trading facility
to be put in place by the Company with J P Jenkins Limited
following the Cancellation, subject to the passing of the
Resolution, as described in paragraph 4.1 of Part I of the
Circular
"Notice of Extraordinary the notice of Extraordinary General
Meeting which is set out in
General Meeting" or "Notice" Part II of the Circular
"Ordinary Shares" ordinary shares of no par value in the capital
of the Company,
and "Ordinary Share" means any one of them
"Registrars" Anson Registrars Limited
"Regulatory Information Service" has the meaning given to it in
the AIM Rules for any of the services approved by the London Stock
Exchange for the distribution of AIM announcements and included
within the list maintained on the website of the London Stock
Exchange
"Resolution" the resolution to be proposed at the Extraordinary
General Meeting in the form set out in the Notice of Extraordinary
General Meeting
"Shareholders" holders of Ordinary Shares from time to time and "Shareholder" means any one of them
"Takeover Code" the City Code on Takeovers and Mergers
"United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
A reference to "GBP" is to pounds sterling, being the lawful
currency of the UK. A reference to "EUR" is to the euro, being the
official currency of the Eurozone.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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