TIDM11JS
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMED BY THE MARKET ABUSE
(AMMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("MAR"), AS IT FORMS PART
OF UK DOMESTIC LAW ("UK MAR") BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, ENCOMPASSING INFORMATION RELATING TO THE CONSENT SOLICITATIONS AND THE
PROPOSALS DESCRIBED BELOW.
ANGLIAN WATER (OSPREY) FINANCING PLC
(incorporated with limited liability under the laws of England and Wales under
registered number 7476767)
(Legal Entity Identifier: 21380072JDZ74GW9ZY87)
announces the Consent Solicitations in relation to the Series of Notes (listed
in the table below) issued by it pursuant to its £10,000,000,000[1]
Guaranteed Secured Medium Term Note Programme
unconditionally and irrevocably guaranteed by
OSPREY ACQUISITIONS LIMITED
(incorporated with limited liability under the laws of England and Wales under
registered number 5915896) ("OAL")
Issuer ISIN Description Principal
amount
outstanding
(1)
Anglian Water XS1223283091 £210,000,000 5.00 per cent. £
(Osprey) Financing Guaranteed Secured Fixed Rate Notes 210,000,000
Plc due 30 April 2023 unconditionally
and irrevocably guaranteed by OAL
("2023 Notes")
Anglian Water XS1732478000 £240,000,000 4.00 per cent. £
(Osprey) Financing Guaranteed Secured Notes due March 240,000,000
Plc 2026 unconditionally and
irrevocably guaranteed by OAL ("
2026 Notes")
(the 2023 Notes and the 2026 Notes together, the "Notes" and each a "Series")
1. No Notes of any Series are owned or controlled, directly or indirectly, by
the Issuer.
London, 16 August 2021
Anglian Water (Osprey) Financing Plc (the "Issuer") today announces invitations
to holders of the outstanding Notes in each Series to consent to, in respect of
each Series of Notes: (i) the migration of the Notes from the existing
financing platform to the Issuer and OAL's recently established ring-fenced
investment grade financing platform (the "Migration Proposal") and to make
changes to the Trust Deed (including to the Conditions of the Notes) in order
to effect such Migration Proposal, and (ii) the submission by the Issuer of a
request to Moody's Investors Service Limited ("Moody's") to discontinue rating
the respective Series of Notes (the "Ratings Proposal", and together with the
Migration Proposal, the "Proposals" and each a "Proposal"), each by way of
approving a separate extraordinary resolution in respect of each Proposal (each
an "Extraordinary Resolution"), all as further described in the Consent
Solicitation Memorandum prepared by the Issuer dated 16 August 2021 (the "
Consent Solicitation Memorandum" and each such invitation in respect of a
Series, a "Consent Solicitation" and together, the "Consent Solicitations").
Capitalised terms used in this announcement and not otherwise defined shall
have the meanings given to them in the Consent Solicitation Memorandum.
Participation Fee
Pursuant to each Consent Solicitation, in respect of each Series, each
Noteholder who submits a valid Consent Instruction or a valid Ineligible
Noteholder Instruction voting in favour of or against the Extraordinary
Resolution relating to the Migration Proposal and which is validly received by
the Tabulation Agent by the Expiration Deadline will be eligible, subject to
the further terms set out herein and in the Consent Solicitation Memorandum, to
receive a payment of 0.05 per cent. of the Outstanding Principal Amount of
Notes of such Series that is the subject of the relevant valid Consent
Instruction or valid Ineligible Noteholder Instruction (in the case of Eligible
Noteholders, the "Participation Fee"). An amount equivalent to the relevant
Participation Fee will be paid to the relevant Ineligible Noteholders on the
terms, and subject to the conditions as further described in the Consent
Solicitation Memorandum (the "Ineligible Noteholder Fee"). A separate Consent
Instruction (or Ineligible Noteholder Instruction) should be delivered by a
Noteholder in respect of its holding in each Series of Notes (if applicable).
In this announcement, any references to "Participation Fee" should, in the
context of Ineligible Noteholders, be construed as references to "Ineligible
Noteholder Fee". However, further details on the Ineligible Noteholder Fee are
set out in the section entitled "Annexure - Form of Notice of Meetings" in the
Consent Solicitation Memorandum.
Each Consent Solicitation is expected to expire at 4:00 p.m. (London time) on 2
September 2021 (such time and date with respect to each Series, as the same may
be extended or amended, the "Expiration Deadline").
In respect of each Series, payment of the relevant Participation Fee or
Ineligible Noteholder Fee, as applicable, is subject to (i) delivery of a valid
Consent Instruction by an Eligible Noteholder or a valid Ineligible Noteholder
Instruction by an Ineligible Noteholder in favour of or against the
Extraordinary Resolution relating to the Migration Proposal and which is
validly received by the Tabulation Agent by the Expiration Deadline and not
revoked (in the limited circumstances in which such revocation is permitted),
(ii) the Consent Conditions relating to the Migration Proposal having been
satisfied, and (iii) the other terms as set out in the Consent Solicitation
Memorandum.
Payment of the relevant Participation Fee or Ineligible Noteholder Fee in
respect of a Consent Solicitation of a particular Series is not conditional on
the approval of: (i) the Ratings Proposal in respect of such Series, or (ii)
any Extraordinary Resolution in respect of the other Series of Notes.
Furthermore, in respect of each Series, implementation of the Proposed
Amendments/Instructions with regards to the Migration Proposal and the Ratings
Proposal are not conditional upon each other.
The Issuer will pay the relevant Participation Fee to the relevant Noteholders
by no later than the fifth Business Day following the announcement of the
satisfaction of the Consent Conditions relating to the Migration Proposal.
Background to the Consent Solicitations
A. Background to Migration Proposal
Each Series of Notes was issued pursuant to the £10,000,000,000[2] guaranteed
secured medium term note programme established by the Issuer (the "Programme").
The intercreditor arrangements between the existing secured creditors of the
Issuer (including the Noteholders) (the "Existing Secured Creditors") prior to
the establishment of the New Financing Platform (as defined below) are governed
by the amended and restated intercreditor agreement dated 6 January 2011
between inter alios the Issuer, OAL, the existing security trustee and the
existing note trustee (the "Existing Financing Platform").
On 16 June 2021, the Issuer, OAL and Osprey Investco Limited ("OIL" and
together with OAL, the "Guarantors") established a new secured common debt
platform (the "New Financing Platform"). The Issuer and the Guarantors also
entered into the following documents in relation to the New Financing Platform,
each dated 16 June 2021, which set out the framework under which the Guarantors
and the Issuer may raise debt and contain common representations, warranties,
covenants and events of default, as well as intercreditor arrangements:
a. the security trust and intercreditor deed (the "STID");
b. the common terms agreement (the "CTA");
c. the account bank agreement (the "ABA");
d. the master definitions agreement (the "MDA"); and
e. the MidCo Obligors Security Agreement (the "MidCo Obligors Security
Agreement", together with the STID, the CTA, the ABA and the MDA, the "
Common Debt Documents").
On 16 June 2021, the Issuer announced that it would like to offer the
Noteholders an opportunity to move to the New Financing Platform. As such, the
Issuer proposes pursuant to the Consent Solicitations, by way of separate
Extraordinary Resolutions, to amend the Conditions of each Series of Notes to
allow the Noteholders to benefit from the New Financing Platform, including the
common representations and warranties, covenants and events of default package,
the intercreditor arrangements under the STID and the security created under
the MidCo Obligors Security Agreement. The commercial terms of the Notes,
including coupon, maturity date and other commercial terms in the applicable
final terms for each Series of Notes would remain the same.
A. Background to Ratings Proposal
The Notes are currently rated Ba1 by Moody's Investors Service Limited ("
Moody's") and BBB- by Fitch Ratings Ltd ("Fitch"). Given the sub-investment
grade level of Moody's rating, the Issuer is launching the Ratings Proposal
following feedback from certain Noteholders that they would prefer that the
rating of the Notes by Moody's is withdrawn and discontinued. As part of its
policy on ratings, Moody's has informed the Issuer that although it cannot
commit to the withdrawal and discontinuance of its rating of the Notes, it will
take into account any instruction the Issuer receives from the Noteholders in
deciding whether to continue to rate the Notes until their maturity.
With this in mind, the Issuer wishes to provide the Noteholders of each Series
the opportunity to vote on whether they wish for the Moody's rating applicable
to the respective Series of Notes to be withdrawn and discontinued. Should the
Ratings Proposal pass in respect of a particular Series, the Issuer will inform
Moody's that this is the case and request that Moody's considers withdrawing
and discontinuing its rating in respect of that Series. Notwithstanding the
approval (if it is so approved) of the Ratings Proposal by way of Extraordinary
Resolution at the relevant Meeting, there can be no assurance from any person
that Moody's will in fact withdraw and discontinue their rating of that Series,
and notwithstanding the outcome of the Extraordinary Resolution in respect of
the Ratings Proposal, Moody's may continue to rate the Notes (or a Series of
Notes) until their maturity date(s) irrespective of the outcome of the
Extraordinary Resolution in respect of the Ratings Proposal for each Series.
Consent Conditions
In respect of each Extraordinary Resolution of a Series of Notes, the
implementation of the Proposed Amendments/Instructions
will be conditional on:
a. the relevant Consent Solicitation not having been terminated;
b. the passing of the relevant Extraordinary Resolution;
c. in respect of the Extraordinary Resolution relating to the Migration
Proposal only, the execution and delivery of the relevant Supplemental
Trust Deed and accession memorandum implementing the Migration Proposal;
and
d. the quorum required for, and the requisite majority of votes cast at, the
relevant Meeting being satisfied by Eligible Noteholders, irrespective of
any participation at the Meeting by Ineligible Noteholders (including the
satisfaction of such condition at an adjourned Meeting as described in
"Meeting" below) (the "Eligibility Condition"),
(in respect of each Consent Solicitation, each a "Consent Condition" and
together, the "Consent Conditions").
The Issuer will announce the results of each Meeting and (i) whether each
Extraordinary Resolution has been passed; and (ii) the satisfaction (or
otherwise) of the relevant Consent Conditions, as soon as reasonably
practicable after the relevant Meeting and following such satisfactions (or
otherwise).
Meetings
The notice convening the Meetings of each Series of Noteholders (the "Notice of
Meetings") to be held via teleconference on 7 September 2021 has been given to
Noteholders in accordance with the applicable Conditions on the date of the
Consent Solicitation Memorandum.
The Meeting for the 2023 Notes will commence at 9:30 a.m. (London time) and the
Meeting for the 2026 Notes will commence at 9:45 a.m. (London time) or after
the completion of the preceding Meeting (whichever is later).
To be eligible to receive the relevant Participation Fee, each Noteholder who
submits a valid Consent Instruction or valid Ineligible Noteholder Instruction
must not attend, or seek to attend, (in each case via teleconference or
otherwise) the relevant Meeting or make any other arrangements to be
represented at the relevant Meeting (other than by way of its Consent
Instruction or Ineligible Noteholder Instruction).
Noteholders may choose to attend (via teleconference) the relevant Meeting or
make other arrangements to be represented at the relevant Meeting in accordance
with the provisions for meetings of Noteholders set out in the Trust Deed, and
as described in the relevant Notice of Meetings without submitting a Consent
Instruction or Ineligible Noteholder Instruction. However, any such Noteholder
will not be eligible to receive the relevant Participation Fee in respect of
such Notes, irrespective of whether such Noteholder has also delivered a
Consent Instruction or an Ineligible Noteholder Instruction or such other
arrangements are made by the Expiration Deadline.
In light of the ongoing developments in relation to the Covid-19 pandemic, the
Issuer believes it to be inadvisable to hold the relevant Meeting at a physical
location. Accordingly, in accordance with the provisions of the Trust Deed it
has been agreed that further regulations regarding the holding of the relevant
Meeting will be prescribed providing that each Meeting (and any relevant
adjourned Meeting or Meetings) will be held via teleconference, but such
Noteholders or their representatives will not be permitted to speak or vote at
any such Meeting. In such circumstances, those Noteholders who have indicated
that they wish to attend the relevant Meeting or Meetings will be provided with
further details about attending the relevant Meeting or Meetings (and any
adjourned Meeting(s)) via teleconference. None of the Meetings will be convened
at a physical location.
Noteholders should refer to the Notice of Meetings for full details of the
procedures in relation to the Meetings.
General
Please also note that Anglian Water Services Financing Plc ("Anglian Water
Services") has today announced that it is conducting separate consent
solicitations in order to solicit consents from holders of certain Class B
bonds issued by Anglian Water Services to re-designate their bonds to Class A
bonds (the "OpCo Consent Solicitations"). The OpCo Consent Solicitations are
not conditional on the implementation of the Proposed Ratings Instructions and/
or the Proposed Migration Amendments (or any of the other terms of the Consent
Solicitations) set out in this announcement or the Consent Solicitation
Memorandum.
For the avoidance of doubt, the implementation of the Consent Solicitations set
out in this announcement and the related Consent Solicitation Memorandum are
not conditional on the success (or otherwise) of the OpCo Consent
Solicitations.
It is a term of each Consent Solicitation that Consent Instructions shall be
irrevocable (save in certain limited circumstances as described in the Consent
Solicitation Memorandum).
The above provisions relating to Consent Instructions do not affect the rights
of Noteholders to attend (via teleconference) the relevant Meeting or to make
other arrangements to be represented at the relevant Meeting in accordance with
the relevant Meeting Provisions. However, such Noteholders will not be eligible
to receive the applicable Participation Fee other than by submitting a valid
Consent Instruction or a valid Ineligible Noteholder Instruction by the
Expiration Deadline. Noteholders who wish to attend a Meeting will be entitled
to do so to observe proceedings only and will not be permitted to speak or vote
at the relevant Meeting. A separate Consent Instruction must be completed in
respect of each Series of Notes.
The Issuer may, at its option and in its sole discretion, extend or amend each
Consent Solicitation at any time (subject in each case to applicable law and
the relevant Meeting Provisions and as provided in the Consent Solicitation
Memorandum, and provided that no amendment may be made to the terms of the
relevant Extraordinary Resolution). Details of any such extension, amendment or
termination will be announced as provided in the Consent Solicitation
Memorandum as promptly as practicable after the relevant decision is made.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold their Notes when such intermediary would
need to receive instructions from a Noteholder in order for such Noteholder to
participate in, or (in the limited circumstances in which revocation is
permitted) to validly revoke their instruction to participate in, a Consent
Solicitation by the deadlines specified in the Consent Solicitation Memorandum.
The deadlines set by any such intermediary and each Clearing System for the
submission and (where permitted) revocation of Consent Instructions will be
earlier than the relevant deadlines specified in the Consent Solicitation
Memorandum.
Questions and requests for assistance in connection with (i) the Consent
Solicitations may be directed to the Solicitation Agents and (ii) the delivery
of Consent Instructions may be directed to the Tabulation Agent, the contact
details for which are on the last page of this announcement.
Indicative Timetable
Set out below is an indicative timetable showing one possible outcome for the
timing of the Consent Solicitations, which will depend, among other things, on
timely receipt (and non-revocation) of instructions, the rights of the Issuer
(where applicable) to extend, amend and/or terminate any Consent Solicitation
(other than the terms of the relevant Extraordinary Resolution) as described in
the Consent Solicitation Memorandum and the passing of each Extraordinary
Resolution at the initial Meeting for the relevant Series. Accordingly, the
actual timetable may differ significantly from the timetable below.
Event
Announcement of Consent Solicitations
Announcement of Consent Solicitations 16 August 2021
Notice of Meetings delivered to the Clearing
Systems for communication to Direct Participants
The Consent Solicitation Memorandum and documents
referred to under "General" in the relevant
Notice of Meetings are made available from the
Tabulation Agent and from the specified office of
the Paying Agent
Expiration Deadline
Final deadline for receipt by the Tabulation 4:00 p.m. (London time)
Agent of valid Consent Instructions from on 2 September 2021
Noteholders for such Noteholders to be (unless extended or
represented at the relevant Meeting amended)
This will also be the deadline for (i) the
issuance, amendment or revocation of a voting
instruction given other than by way of a Consent
Instruction; and (ii) making any other
arrangements to attend (via teleconference) or be
represented at any Meeting
However, Noteholders making such other
arrangements or submitting Consent Instructions
after the Expiration Deadline will not be
eligible to receive the applicable Participation
Fee
Meetings
Meetings to be held via teleconference In respect of the 2023
Notes, 9:30 a.m. (London
time) on 7 September
2021; and
in respect of the 2026
Notes, 9:45 a.m. (London
time) on 7 September 2021
or after the completion
of the preceding Meeting
(whichever is later).
Announcement of results of Meetings and
satisfaction of the relevant Consent Conditions
Announcement of the results of the Meetings and 7 September 2021 (as soon
whether each Extraordinary Resolution has been as reasonably practicable
passed and the relevant Consent Conditions after the Meetings)
satisfied (or otherwise)
Effective Date
In respect of a Proposal or Proposals, for each 7 September 2021
Series of Notes, if a relevant Extraordinary
Resolution is passed and subject to the
satisfaction of the relevant Consent Conditions,
the date on which, in respect of the applicable
Migration Proposal, the relevant Supplemental
Trust Deed and accession memorandum will be
executed and, in respect of the applicable
Ratings Proposal, the date on which the Issuer
submits a written request to Moody's to consider
withdrawing and discontinuing its rating of the
relevant Series (however, as set out herein,
there can be no assurance from any person that
Moody's will in fact withdraw and discontinue
their rating of that Series, and Moody's may
continue to rate the Notes (or a Series of Notes)
until their (respective) maturity date(s))
Payment Date
Subject to the satisfaction of the Consent No later than the fifth
Conditions relating to the Migration Proposal and Business Day following
the other terms set out herein, payment of the the date of the
applicable Participation Fee in respect of the announcement of the
applicable Migration Proposal satisfaction of the
relevant Consent
Conditions.
The Effective Date and the Payment Date in respect of each, or both, Series of
Notes, are subject to change in the case of an adjourned Meeting or Meetings.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold their Notes when such intermediary would
need to receive instructions from a Noteholder in order for such Noteholder to
participate in, or (in the limited circumstances in which revocation is
permitted) to validly revoke their instruction to participate in, the relevant
Consent Solicitation(s) and/or the relevant Meeting(s) by the deadlines
specified above. The deadlines set by any such intermediary and each Clearing
System for the submission and (where permitted) revocation of Consent
Instructions will be earlier than the relevant deadlines above.
Investor Presentation
An investor presentation prepared in connection with the Consent Solicitations
is available to Noteholders via Deal Roadshow at https://dealroadshow.com/e/
Anglian21, or by visiting https://dealroadshow.com and entering the entry code:
Anglian21
Further Information
A complete description of the terms and conditions of the Consent Solicitations
is set out in the Consent Solicitation Memorandum. A copy of the Consent
Solicitation Memorandum is available to eligible persons upon request from the
Tabulation Agent.
Before making a decision with respect to the Consent Solicitations, Noteholders
should carefully consider all of the information in the Consent Solicitation
Memorandum and, in particular, the risk factors described in the section
entitled "Certain Considerations relating to the Consent Solicitations".
For the purposes of UK MAR, this announcement is made by Jane Pilcher.
Further details about the transaction can be obtained from:
The Solicitation Agents
Barclays Bank PLC Lloyds Bank Corporate Markets plc
5 The North Colonnade 10 Gresham Street
Canary Wharf London EC2V 7AE
London E14 4BB United Kingdom
United Kingdom
Telephone: +44 20 3134 8515 Telephone: +44 20 7158 1726 / 1719
Attention: Liability Management Group Attention: Liability Management Group
Email: eu.lm@barclays.com Email:
liability.management@lloydsbanking.com
Copies of the Consent Solicitation Memorandum can be obtained from, and
requests for information in relation to the procedures for participating in the
Consent Solicitations, and the submission of a Consent Instruction (or
Ineligible Noteholder Instruction, as applicable) should be directed to:
Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Arlind Bytyqi / Jacek Kusion
Email: anglianwater@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with the Consent
Solicitation Memorandum. This announcement and the Consent Solicitation
Memorandum contain important information which should be read carefully before
any decision is made in respect of the relevant Proposed Amendments/
Instructions. If any Noteholder is in any doubt about any aspect of these
proposals and/or the action it should take, it is recommended to seek its own
financial, legal, regulatory or other advice immediately, including as to any
tax consequences, from its stockbroker, bank manager, solicitor, accountant or
other financial adviser authorised under the Financial Services and Markets Act
2000, as amended (if in the United Kingdom) or from another appropriately
authorised independent financial adviser and such other professional advice
from its own professional advisers as it deems necessary. Any individual or
company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it wishes
to participate in the relevant Consent Solicitation(s) relating to its Notes.
The Note Trustee has not been involved in the formulation of the Extraordinary
Resolutions and the Note Trustee expresses no opinion on the merits of any
Extraordinary Resolution or on whether the Noteholders would be acting in their
best interests in approving the Extraordinary Resolution and nothing in this
Notice of Meeting should be construed as a recommendation to the Noteholders
from the Note Trustee to vote in favour of, or against, any Extraordinary
Resolution. If any Noteholder is in any doubt as to any aspect of the Proposals
in the Consent Solicitation Memorandum and/or the action it should take, it is
recommended to seek its own financial, legal or other advice, including as to
any tax consequences, from its stockbroker, bank manager, solicitor,
accountant, independent financial adviser authorised under the Financial
Services and Markets Act 2000, as amended (if in the United Kingdom) or other
appropriately authorised financial adviser.
None of the Issuer, OAL, the Solicitation Agents, the Tabulation Agent, the
Note Trustee, or any director, officer, employee, agent, representative or
affiliate of any such person, is acting for any Noteholder, or will be
responsible to any Noteholder for providing any protections which would be
afforded to its clients or for providing advice in relation to any Consent
Solicitation or any Extraordinary Resolution, and accordingly none of the
Issuer, OAL, the Solicitation Agents, the Tabulation Agent, the Note Trustee or
any director, officer, employee, agent, representative or affiliate of any such
person, makes any recommendation as to whether or not or how Noteholders should
participate in the relevant Consent Solicitation(s) or otherwise participate at
the relevant Meeting(s). The Solicitation Agents, the Tabulation Agent and the
Note Trustee do not take any responsibility for the contents of this
announcement or the Consent Solicitation Memorandum.
IMPORTANT INFORMATION
This announcement is for informational purposes only and does not constitute or
form part of an offer to sell or the solicitation of an offer to buy or
subscribe to any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. This announcement is not an offer of securities for sale into the
United States.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
No solicitation will be made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
This announcement does not constitute or form part of any offer or invitation
to sell, or any solicitation of any offer to purchase. It is not an
advertisement and not a prospectus for the purposes of Regulation (EU) 2017/
1129 (including as it forms part of domestic law by virtue of the EUWA).
UK MIFIR product governance / Professional investors and ECPs only target
market - Manufacturer target market (if any) is eligible counterparties and
professional clients (all distribution channels). No key information document
(KID) pursuant to Regulation (EU) No 1286/2014 as it forms part of UK domestic
law by virtue of the EUWA (UK PRIIPs Regulation) has been prepared as the Notes
referred to in this Notice are not available to retail investors in the UK.
[1] Please note that the programme size was £1,000,000,000 at the time of
the issuance of the Notes and this has subsequently been increased to £
10,000,000,000.
[2] Please note that the programme size was £1,000,000,000 at the time of
the issuance of the Notes and this has subsequently been increased to £
10,000,000,000.
END
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