TIDMCOV TIDMRDSB TIDMRDSA
RNS Number : 8768X
Cove Energy PLC
22 February 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE"). IT DOES NOT
REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE
TAKEOVER CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY
OFFER WILL ULTIMATELY BE MADE, EVEN IF THE PRE-CONDITION IS
SATISFIED OR WAIVED.
FOR IMMEDIATE RELEASE
22 February 2012
PROPOSED CASH OFFER
by
Shell Exploration and Production (XL) B.V. ("Shell Bidco")
(a wholly-owned subsidiary of Royal Dutch Shell plc
("Shell"))
for
Cove Energy plc ("Cove")
1. Highlights
-- Proposed Offer of 195 pence in cash for each Cove share.*
-- The Proposed Offer values the entire issued and to be issued
share capital of Cove at approximately GBP992.4 million and would
represent a premium of:
-- 73.3 per cent. to the closing price of 112.5 pence per Cove
share as of 4 January 2012, the last business day prior to Cove's
announcement of the sale process for the company; and
-- 28.5 per cent. to the average closing price of 151.75 pence
per Cove share over the five business days ending on 21 February
2012, the last business day prior to the date of this
announcement.
-- The making of an announcement of a firm intention to make the
Proposed Offer by Shell Bidco (the "Firm Intention Announcement")
is subject to, and conditional upon, the receipt of written consent
of the Republic of Mozambique's Minister of Mineral Resources (or
through one or more delegated representatives) as required under
Article 24.1 of the Exploration and Production Concession Contract
relating to Cove's 8.5 per cent participating interest in the
Mozambique Rovuma Offshore Area 1 Block (the "Rovuma Area 1
Interest"), such consent to be in a form satisfactory to Shell
Bidco (the "Mozambique Consent").
-- The Board of Cove believes that the level and nature of the
Proposed Offer are such that it is in its shareholders' interests
to progress matters with Shell Bidco to the point where such an
offer can be made. Accordingly, the Board of Cove would expect to
recommend the Proposed Offer of 195 pence in cash per Cove share,
if made. It has been agreed that, if the Board of Cove does so
recommend the Proposed Offer of 195 pence in cash per Cove share,
each director of Cove will provide a hard irrevocable undertaking
to accept the offer in respect of his own entire beneficial
holdings of Cove shares and those of his family members and related
trusts.
-- Notwithstanding this announcement, the formal sale process,
including the dispensations granted by the Panel on Takeovers and
Mergers in connection therewith (as detailed in the announcement by
Cove on 5 January 2012), shall continue.
* Pursuant to Rule 2.5(a) of the Takeover Code, Shell Bidco
reserves the right to reduce the level of the consideration to be
paid with the recommendation of the Board of Cove.
2. Introduction
The Boards of Cove and Shell Bidco are pleased to announce the
outline terms of a proposed cash offer for the entire issued and to
be issued share capital of Cove (the "Proposed Offer"). Shell Bidco
is an indirect wholly-owned subsidiary of Shell.
The announcement of this Proposed Offer follows the decision
announced by Cove on 5 January 2012 to conduct a formal sale
process for the company. Shell Bidco is a participant in the formal
sale process and, as a result of such participation, Shell Bidco
and Cove are near agreement on the full terms and conditions of a
recommended cash offer by Shell Bidco for Cove.
Shell Bidco is making this announcement regarding its Proposed
Offer as it requires additional time to ascertain the timetable and
process for obtaining the Mozambique Consent and the terms of such
consent.
Notwithstanding this announcement, the formal sale process,
including the dispensations granted by the Panel on Takeovers and
Mergers in connection therewith (as detailed in the announcement by
Cove on 5 January 2012), shall continue.
3. The Proposed Offer
The Proposed Offer is expected to be structured as a recommended
cash offer from Shell Bidco to acquire the entire issued and to be
issued share capital of Cove. Under the terms of the Proposed
Offer, each Cove shareholder would be entitled to receive:
for each Cove share 195 pence in cash*
The Proposed Offer values the entire issued and to be issued
share capital of Cove at approximately GBP992.4 million and would
represent a premium of:
-- 73.3 per cent. to the closing price of 112.5 pence per Cove
share as of 4 January 2012, the last business day prior to Cove's
announcement of the sale process for the company; and
-- 28.5 per cent. to the average closing price of 151.75 pence
per Cove share over the five business days ending on 21 February
2012, the last business day prior to the date of this
announcement.
* Pursuant to Rule 2.5(a) of the Takeover Code, Shell Bidco
reserves the right to reduce the level of the consideration to be
paid with the recommendation of the Board of Cove.
4. Pre-condition to making the Proposed Offer
The making of the Firm Intention Announcement is subject to, and
conditional upon, the receipt of written consent of the Republic of
Mozambique's Minister of Mineral Resources (or through one or more
delegated representatives) as required under Article 24.1 of the
Exploration and Production Concession Contract relating to the
Rovuma Area 1 Interest, such consent to be in a form satisfactory
to Shell Bidco (the "Pre-Condition").
Shell Bidco reserves the right to waive, in whole or in part,
the Pre-Condition at any time at its sole discretion. Even if the
Pre-Condition is satisfied or waived, Shell Bidco has no obligation
to make the Firm Intention Announcement.
5. Position of Cove Directors
The Board of Cove believes that the level and nature of the
Proposed Offer are such that it is in its shareholders' interests
to progress matters with Shell Bidco to the point where such an
offer can be made.
Accordingly, the Board of Cove would expect to recommend the
Proposed Offer of 195 pence in cash per Cove share, if made. It has
been agreed that, if the Board of Cove does so recommend the
Proposed Offer of 195 pence in cash per Cove share, each director
of Cove will provide a hard irrevocable undertaking to accept the
offer in respect of his own entire beneficial holdings of Cove
shares and those of his family members and related trusts.
Cove has agreed, for as long as the Board of Cove expects to
recommend the Proposed Offer, to assist Shell Bidco in relation to
obtaining any required governmental consents, including the
Mozambique Consent, as soon as reasonably practicable after the
release of this announcement.
6. Background to, and reasons for, the Proposed Offer
Shell's decision to announce this Proposed Offer for Cove fits
with Shell's strategic aim to drive forward with its investment
programme, to deliver sustainable growth and to provide competitive
returns to shareholders.
East Africa is a major prospective hydrocarbon province, which
has seen a significant increase in exploration activity in recent
years. Shell already has interests in Tanzania, and the acquisition
of Cove would mark Shell's entry into exciting new hydrocarbon
provinces in Kenya and Mozambique, with significant potential for
new LNG from recent gas discoveries offshore Mozambique, and
further complementary exploration positions in East Africa.
In Mozambique, the Rovuma offshore basin is a frontier
exploration area that holds large resources of natural gas
reserves, suitable for LNG projects. According to Cove, the play
represents the potential for 30+ tcf and 6 LNG trains. Shell
understands that bringing these resources on stream is a strategic
priority for the Mozambican Government in order to foster further
economic and community development in the country, and Shell is
committed to being a partner in that process.
Shell is one of the world's largest LNG producers, with one of
the most diverse LNG portfolios and access to strategic global
markets with equity sales volumes of 18.83 mtpa of LNG in 2011.
Shell holds the largest equity share of LNG capacity among IOCs -
currently holding some 20.5 mtpa of equity LNG capacity on-stream.
Adding Cove's assets to Shell's portfolio would strengthen and
further diversify Shell's existing global LNG portfolio of
production and development projects.
Furthermore, Shell has set industry records for LNG plant
construction times and operational start-ups, safely delivering
projects from concept to first production for/with its partners. In
joint ventures with partners, Shell currently produces LNG in
Australia, Brunei, Malaysia, Nigeria, Oman, Russia and Qatar, with
excellent production reliability performance achieved at all these
plants.
In addition to Shell's technical expertise, its marketing and
shipping know-how is designed to enable the delivery of long-term
added value together with project partners. Shell has access to the
key LNG markets of Europe, Asia Pacific and North America. In 2011,
Shell joint ventures supplied more than 30 per cent. of global LNG
volumes.
Shell would also bring its extensive project finance experience
across the LNG value chain. Shell's experience in LNG project
finance extends over many projects, e.g.: Oman LNG, Nigeria LNG,
Qatargas 4, Sakhalin.
Shell management is confident that its innovative technologies,
leading plant designs, unmatched LNG operational experience and
proven commercialisation strategies, combined with the experience
of the operator of the Mozambique Rovuma Offshore Area 1 Block and
the joint venture partners can add significant value to the
project.
7. Financing of the Proposed Offer
Shell Bidco is expecting to finance the Proposed Offer, if made,
from its existing resources.
8. Sources and bases
(a) The value attributed to the fully diluted issued share
capital of Cove is based on 490,995,300 Cove shares in issue and
17,917,647 Cove shares being subject to options under the share
option schemes of Cove, in each case as at 21 February 2012, being
the last business day prior to the publication of this
announcement.
(b) The stated share prices for Cove shares have been derived
from the Daily Official List and represent closing prices on the
relevant date(s).
A further announcement will be made as and when appropriate.
This announcement is being made under Rule 2.4 of the Takeover
Code. It does not represent a firm intention to make an offer under
Rule 2.7 of the Takeover Code. Accordingly, there can be no
certainty that any offer will ultimately be made, even if the
Pre-Condition is satisfied or waived.
Enquiries
Shell
Shell Media Relations +44 207 934 5550
+31 70 377 8750
Shell Investor Relations
Europe +31 70 377 3996
United States +1 713 241 2069
Morgan Stanley & Co. Limited (Financial adviser to Shell Bidco)
+44 207 425 8000
Michael O'Dwyer
Ian Hart
Andrew Foster - Corporate Broking
Cove
Michael Blaha - Executive Chairman +44 20 3008 5260
John Craven - CEO +353 1 662 4351
Michael Nolan -Finance Director +353 1 662 4351
Standard Chartered (Financial adviser to Cove) +44 20 7885 8888
Amer Baig
Geraldine Murphy
Rob Tims
Hein Pieter Boers
Aditya Yadav
Cenkos Securities plc (Nominated adviser and broker to Cove)
Jon Fitzpatrick +44 20 7397 8900
Ken Fleming +44 13 1220 6939
Joe Nally (Corporate Broking) +44 20 7397 8900
FTI Consulting (Cove Media Relations) +44 20 7831 3113
Billy Clegg
Edward Westropp
Morgan Stanley & Co. Limited ("Morgan Stanley") is acting as
financial adviser to Shell Bidco and no one else in relation to the
Proposed Offer and will not be responsible to anyone other than
Shell Bidco for providing the protections afforded to the clients
of Morgan Stanley nor for providing advice in relation to the
Proposed Offer, the contents of this announcement or any other
matter or arrangement referred to herein.
Standard Chartered Bank ("Standard Chartered"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Cove and for no one
else in connection with the Proposed Offer and will not be
responsible to anyone other than Cove for providing the protections
afforded to clients of Standard Chartered nor for giving advice in
relation to the Proposed Offer or any matter or arrangement
referred to in this announcement.
Cenkos Securities plc ("Cenkos Securities"), which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Cove as nominated adviser and
broker and is not acting for or advising any other person and
accordingly will not be responsible to any person other than Cove
for providing advice in relation to the contents of this
announcement. Neither Cenkos Securities nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a customer of Cenkos
Securities in connection with this announcement, any statement
contained herein or otherwise.
Further information
This announcement is for information purposes and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities.
This announcement has been prepared in accordance with English
law, the Takeover Code and the rules applicable to companies whose
shares are traded on the AIM market of the London Stock Exchange,
and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions
outside England.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law or regulation and therefore persons into whose possession this
announcement comes should inform themselves about and observe such
restrictions. Any failure to comply with these restrictions may
constitute a violation of securities laws of any such
jurisdictions. To the fullest extent permitted by law, Shell Bidco
disclaims any responsibility or liability for the violation of such
restrictions by such persons.
Shell Bidco reserves the right to elect with the agreement of
Cove and the consent of the Panel (where necessary) to implement
the proposed acquisition of the entire issued and to be issued
share capital of Cove by way of a court-approved scheme of
arrangement in accordance with Part 26 of the Companies Act
2006.
Definitions and cautionary statement
Resources: Our use of the term "resources" in this announcement
includes quantities of oil and gas not yet classified as Securities
and Exchange Commission of the United States ("SEC") proved oil and
gas reserves or SEC proven mining reserves. Resources are
consistent with the Society of Petroleum Engineers 2P and 2C
definitions.
The companies in which Royal Dutch Shell plc directly and
indirectly owns investments are separate entities. In this
announcement "Shell", "Shell Group" and "Royal Dutch Shell" are
sometimes used for convenience where references are made to Royal
Dutch Shell plc and its subsidiaries in general. Likewise, the
words "we", "us" and "our" are also used to refer to subsidiaries
in general or to those who work for them. These expressions are
also used where no useful purpose is served by identifying the
particular company or companies. "Subsidiaries", "Shell
subsidiaries" and "Shell companies" as used in this announcement
refer to companies in which Shell either directly or indirectly has
control, by having either a majority of the voting rights or the
right to exercise a controlling influence. The companies in which
Shell has significant influence but not control are referred to as
"associated companies" or "associates" and companies in which Shell
has joint control are referred to as "jointly controlled entities".
In this announcement, associates and jointly controlled entities
are also referred to as "equity-accounted investments". The term
"Shell interest" is used for convenience to indicate the direct
and/or indirect (for example, through our 24 per cent. shareholding
in Woodside Petroleum Ltd.) ownership interest held by Shell in a
venture, partnership or company, after exclusion of all third-party
interest.
This announcement contains forward--looking statements
concerning the financial condition, results of operations and
businesses of Shell and the Shell Group. All statements other than
statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management's
current expectations and assumptions and involve known and unknown
risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or
implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of
Shell and the Shell Group to market risks and statements expressing
management's expectations, beliefs, estimates, forecasts,
projections and assumptions. These forward--looking statements are
identified by their use of terms and phrases such as "anticipate",
"believe", "could", "estimate", "expect", "goals", "intend", "may",
"objectives", "outlook", "plan", "probably", "project", "risks",
"seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future
operations of Shell and the Shell Group and could cause those
results to differ materially from those expressed in the
forward--looking statements included in this announcement,
including (without limitation): (a) price fluctuations in crude oil
and natural gas; (b) changes in demand for Shell's products; (c)
currency fluctuations; (d) drilling and production results; (e)
reserves estimates; (f) loss of market share and industry
competition; (g) environmental and physical risks; (h) risks
associated with the identification of suitable potential
acquisition properties and targets, and successful negotiation and
completion of such transactions; (i) the risk of doing business in
developing countries and countries subject to international
sanctions; (j) legislative, fiscal and regulatory developments
including regulatory measures addressing climate change; (k)
economic and financial market conditions in various countries and
regions; (l) political risks, including the risks of expropriation
and renegotiation of the terms of contracts with governmental
entities, delays or advancements in the approval of projects and
delays in the reimbursement for shared costs; and (m) changes in
trading conditions. All forward--looking statements contained in
this announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
Readers should not place undue reliance on forward--looking
statements. Additional factors that may
affect future results are contained in Shell's 20-F for the year
ended 31 December 2010 (available at www.shell.com/investor and
www.sec.gov ). These factors also should be considered by the
reader. Each forward--looking statement speaks only as of the date
of this announcement, 22 February 2012. Neither Shell nor any of
its subsidiaries nor the Shell Group undertake any obligation to
publicly update or revise any forward--looking statement as a
result of new information, future events or other information. In
light of these risks, results could differ materially from those
stated, implied or inferred from the forward--looking statements
contained in this announcement.
Shell may have used certain terms, such as resources, in this
announcement that the SEC strictly prohibits Shell from including
in its filings with the SEC. U.S. investors are urged to consider
closely the disclosure in Shell's Form 20-F, File No 1-32575,
available on the SEC website www.sec.gov. You can also obtain these
forms from the SEC by calling 1-800-SEC-0330.
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward--looking statements" concerning the Cove and its
subsidiaries (the "Cove Group"). Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward--looking
statements. The forward--looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those suggested by them. Many of these risks and uncertainties
relate to factors that are beyond the company's abilities to
control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements which speak only
as at the date of this announcement. The Cove Group does not assume
any obligation to, and do not intend to, update these
forward--looking statements, except as required pursuant to
applicable law.
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that the earnings
per Shell share or Cove share for the current or future financial
years will necessarily match or exceed the historical published
earnings per Shell share or Cove share (as the case may be).
Notice to United States investors
The Proposed Offer, if made, will be made for securities of a UK
company and Cove shareholders in the United States should be aware
that this announcement and any other documents relating to the
Proposed Offer have been or will be prepared in accordance with the
Takeover Code, the AIM Rules and UK disclosure requirements, format
and style, all of which differ from those generally applicable in
the United States. Cove's financial statements and all financial
information that is included in this announcement, or that may be
included in the formal offer documentation or any other documents
relating to the Proposed Offer, have been or will be prepared in
accordance with International Financial Reporting Standards and may
not be comparable to the financial statements or other financial
information of US companies.
The Proposed Offer, if made, will be for the securities of a
non-US company which does not have securities registered under
Section 12 of the US Securities Exchange Act of 1934, as amended
(the "US Securities Exchange Act"). The Proposed Offer, if made,
will be made in the United States pursuant to Section 14(e) of, and
Regulation 14E under, the US Securities Exchange Act, subject to
the exemptions provided by Rule 14d-1 under the US Securities
Exchange Act and otherwise in accordance with the requirements of
the Takeover Code. Accordingly, the Proposed Offer, if made, will
be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and
laws. In the United States, the Proposed Offer, if made, will be
deemed made solely by Shell Bidco and not by any of its financial
advisers.
In accordance with and to the extent permitted by the Takeover
Code, normal UK market practice and Rule 14e-5 under the US
Securities Exchange Act, Shell Bidco or its nominees, or its
brokers (acting as agents) or their respective affiliates may from
time to time make certain purchases of, or arrangements to
purchase, Cove shares outside the United States, other than
pursuant to the Proposed Offer, before or during the period in
which the Proposed Offer, if made, remains open for acceptance.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Such
purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Takeover Code and the rules of
the London Stock Exchange, and Rule 14e-5 under the US Securities
Exchange Act to the extent applicable. In addition, in accordance
with, and to the extent permitted by, the Takeover Code, normal UK
market practice and Rule 14e-5 under the US Securities Exchange
Act, Morgan Stanley and its respective affiliates will continue to
act as exempt principal traders in Cove shares on the London Stock
Exchange and engage in certain other purchasing activities
consistent with their respective normal and usual practice and
applicable law. Any information about such purchases will be
disclosed on a next day basis to the Panel and will be available to
all investors (including US investors) from any Regulatory
Information Service including the Regulatory News Service on the
London Stock Exchange website, www.londonstockexchange.com.
It may be difficult for US holders of Cove shares to enforce
their rights and any claim arising out of the US federal securities
laws, since Shell Bidco and Cove are incorporated under the laws of
countries other than the United States, and some or all of their
officers and directors may be residents of countries other than the
United States. US holders of Cove shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgment or jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any paper offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any paper offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company, and (ii) any paper offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on
the tenth business day following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 p.m. (London
time) on the tenth business day following the announcement in which
any paper offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company, or of any paper
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any paper offeror
must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any paper offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or any paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company and any other offerors and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on websites
A copy of this announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in certain restricted jurisdictions, on Shell's website at
www.shell.com/home/content/investor/and Cove's website at
www.cove-energy.comby no later than 12 noon on 23 February
2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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