TIDMCWR
RNS Number : 6897S
Ceres Power Holdings plc
18 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA (OTHER THAN
AS PROVIDED IN THIS ANNOUNCEMENT), THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE
UNLAWFUL.
For immediate release
18 March 2021
Ceres Power Holdings PLC
("Ceres" or the "Group" or the "Company")
Results of Fundraise
On 17 March 2021, Ceres Power Holdings plc, a global leader in
fuel cell and electrochemical technology, announced the launch of a
fundraise comprising a Placing by way of an accelerated bookbuild
by Investec and Berenberg, a Retail Offer by PrimaryBid, a
subscription by Robert Bosch and certain Directors of the Company
and a conditional subscription by Weichai (together, the
"Fundraise" and the announcement the "Fundraising Announcement" ).
The Fundraise has now closed.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Fundraising
Announcement, unless the context provides otherwise.
Following strong investor demand, a total of 8,916,745 Placing
Shares have been conditionally placed by Investec and Berenberg at
a price of GBP10.60 per share (the "Placing Price"), raising gross
proceeds of approximately GBP181 million for the Company. The
Placing Price represents a discount of 4.3% to the closing price on
17 March 2021.
In conjunction with the Placing, Bosch and certain Directors of
the Company have agreed to subscribe for 3,649,150 and 24,376
shares respectively, in aggregate 3,673,526 new ordinary shares of
10 pence each in the capital of the Company (the "Bosch and
Director Subscription Shares") at the Placing Price (the " Bosch
and Director Subscription "), and Weichai has agreed to
conditionally subscribe (the "Weichai Subscription") (together, the
"Subscriptions") for 4,099,951 new ordinary shares of 10 pence each
in the capital of the Company (the "Weichai Subscription Shares")
(together, the "Subscription Shares").
In addition, investors in the separate retail offer made by the
Company via the PrimaryBid platform (the "Retail Offer") have
subscribed for a total of 377,358 new ordinary shares of 10 pence
each in the capital of the Company (the "Retail Shares") at the
Placing Price.
In aggregate, 17,067,580 new ordinary shares of 10 pence each in
the Company, including the Weichai Subscription Shares, have been
or will be issued pursuant to the Fundraise raising total gross
proceeds of approximately GBP181 million for the Company. The
Fundraising Shares issued or to be issued pursuant to the Fundraise
represent approximately 9.9 per cent of the existing issued
ordinary share capital of the Company.
The Fundraising Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
Application has been made for the Placing Shares, the Retail
Shares and the Bosch and Director Subscription Shares to be
admitted to trading on AIM ("Admission"). Admission and settlement
is expected to take place on or before 8.00 a.m. on 22 March
2021.
The Placing, the Bosch and Director Subscription and the Retail
Offer are conditional upon, inter alia, Admission becoming
effective and the Placing Agreement becoming unconditional and not
being terminated in accordance with its terms prior to
Admission.
The Weichai Subscription is conditional upon satisfaction of
certain provincial PRC governmental approvals (the "Regulatory
Approval Condition"). The Weichai Subscription will complete five
business days after satisfaction of the Regulatory Approval
Condition and therefore no shares will be issued to Weichai at the
time of Admission. The timing for completion of the Weichai
Subscription will depend on when the Regulatory Approval Condition
is satisfied. If the Regulatory Approval Condition is not satisfied
by 31 May 2021 the subscription agreement with respect to the
Weichai Subscription will not become unconditional and the proposed
subscription by Weichai will not proceed.
Separate application to the London Stock Exchange will be made
for the Wechai Subscription Shares to be admitted to trading on
AIM. Admission of the Weichai Subscription Shares is expected to
take place, and dealings on AIM are expected to commence, by 8.00
a.m. on 9 June 2021.
In the event that the subscription by Weichai does not proceed,
the total gross proceeds raised by the Company will be
approximately GBP43 million less (i.e. approximately GBP137
million) and the Fundraising Shares will represent approximately
7.5 per cent. of the Company's existing issued share capital.
Total voting rights
Following Admission of the Placing Shares, the Bosch and
Director Subscription Shares and the Retail Shares, the Company
will have a total of 185,726,379 Shares in issue. With effect from
Admission, this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
Directors' and PDMR participations in the Subscriptions
The following Directors and PDMRs participated in the
Subscription:
Name Existing Number of Resultant Resultant shareholding
shareholding Placing Shares shareholding on Admission
acquired (%)
Warren Finegold 5,004 5,000 10,004 0.01%
-------------- ---------------- -------------- -----------------------
Steve Callaghan 139,919 9,433 149,352 0.08%
-------------- ---------------- -------------- -----------------------
Uwe Glock 0 4,000 4,000 0.00%
-------------- ---------------- -------------- -----------------------
Caroline Hargrove 0 943 943 0.00%
-------------- ---------------- -------------- -----------------------
Aidan Hughes 26,520 5,000 31,520 0.02%
-------------- ---------------- -------------- -----------------------
Enquiries:
Ceres Power Holdings PLC +44 (0)7884 654 179
Patrick Yau / Elizabeth Skerritt +44 (0)7932 023 283
Investec Bank plc
(Nominated Adviser, Joint Broker & Joint
Bookrunner)
Patrick Robb, Jeremy Ellis, Ben Griffiths +44 (0)207 597 5970
Joh. Berenberg, Gossler & Co. KG
(Joint Broker & Joint Bookrunner)
Ben Wright, Mark Whitmore +44 (0)203 207 7800
Madano (PR adviser to Ceres)
Michael Evans, Harry Spencer +44 (0)20 593 4000
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
Neither this Announcement nor any copy of it, nor the
information contained in it, is for publication, release,
transmission distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Japan or the Republic of South Africa or any other jurisdiction in
which publication, release or distribution would be unlawful (or to
any persons in any of those jurisdictions), subject to certain
limited exceptions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions.
The Fundraising Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), or with any securities regulatory authority or
under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, pledged, taken
up, exercised, transferred or delivered, directly or indirectly, in
or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. No public offering of securities
is being made in the United States. The Fundraising Shares have not
been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Fundraising Shares. The Placing Shares are
being offered and sold only: (i) outside the United States in
"offshore transactions" pursuant to Regulation S of the US
Securities Act and (ii) inside the United States pursuant to
section 4(a)(2) under the securities act only to "qualified
institutional buyers" as defined in Rule 144A under the US
Securities Act ("QIBS"). Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan or the Republic of South
Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan
or the Republic of South Africa.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
No public offering of the Placing Shares or the Subscription
Shares is being made in the United States, United Kingdom or
elsewhere. All offers of the Fundraising Shares will be made
pursuant to an exemption from the requirement to produce a
prospectus under the Prospectus Regulation (EU) 2017/1129 (as
supplemented by Commission Delegated Regulation (EU) 2019/980 and
Commission Delegated Regulation (EU) 2019/979), as amended from
time to time and including any relevant implementing measure in any
member state and / or as transposed into the laws of the United
Kingdom pursuant to the European Union (Withdrawal) Act 2018 and
the European Union (Withdrawal Agreement) Act 2020) (the
"Prospectus Regulation").
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. Members of the public are not eligible to take part in
the Placing. This Announcement is for information purposes only and
(unless otherwise agreed by Investec Bank plc ("Investec Bank") and
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"
together with Investec, the "Joint Bookrunners") is directed only
at: (a) persons in Member States of the European Economic Area
("EEA") who are qualified investors within the meaning of article
2(e) of the Prospectus Regulation ("Qualified Investors"); (b) in
the United Kingdom Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investment professional" in article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) are
persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Order, (c)
persons that are residents of Canada or otherwise subject to the
securities laws of Canada in the provinces of Alberta, British
Columbia, Manitoba, Ontario or Québec that are "permitted clients"
as defined in National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations and (d)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
relates is available only to, and will be engaged in only with,
Relevant Persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by any of the Joint Bookrunners, or by any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates as to, or in relation to, the accuracy,
fairness or completeness of the information or opinions contained
in this Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
Investec Bank is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
Financial Conduct Authority ("the FCA") and the PRA. Investec
Europe Limited (trading as Investec Europe) ("Investec Europe"),
acting as agent on behalf of Investec Bank in certain jurisdictions
in the EEA is regulated in Ireland by the Central Bank of Ireland.
Investec is acting solely for the Company and no-one else in
connection with the Placing and the transactions and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Investec is not responsible to
anyone other than the Company for providing the protections
afforded to clients of Investec or for providing advice in
connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and subject to limited
regulation in the United Kingdom by the FCA, is acting solely for
the Company and no-one else in connection with the Placing and the
transactions and arrangements described in this Announcement and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement.
Berenberg is not responsible to anyone other than the Company for
providing the protections afforded to clients of Berenberg or for
providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements
described herein.
Neither of the Joint Bookrunners is acting for the Company with
respect to the Retail Offer or the Subscriptions.
None of the information in this Announcement has been
independently verified or approved by any of the Joint Bookrunners
or any of their respective partners, directors, officers,
employees, advisers, consultants or affiliates. Save for any
responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under
it, no responsibility or liability whatsoever whether arising in
tort, contract or otherwise, is accepted by any of the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates whatsoever
for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or
inaccuracies in the information or any opinions) or for any other
statement made or purported to be made by or on behalf of any of
the Joint Bookrunners or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
in connection with the Company, the Placing Shares or the Placing
or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Placing. Each of the Joint Bookrunners and their respective
partners, directors, officers, employees, advisers, consultants and
affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by either
of the Joint Bookrunners or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
as to the accuracy, completeness or sufficiency of the information
contained in this Announcement. Investec's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for the own accounts or otherwise deal for their own
account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition, the Joint Bookrunners and any of their
respective affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. The Joint Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect
the Company's judgment at the date of this Announcement and are
not intended to give any assurance as to future results and
cautions that its actual results of operations and financial
condition, and the development of the industry in which it
operates, may differ materially from those made in or suggested by
the forward-looking statements contained in this Announcement
and/or information incorporated by reference into this
Announcement. The information contained in this Announcement is
subject to change without notice and except as required by
applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates, supplements or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statements are based, except where
required to do so under applicable law.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners. This Announcement
does not constitute a prospectus or offering memorandum or an offer
in respect of any securities and is not intended to provide the
basis for any decision in respect of the Company or other
evaluation of any securities of the Company or any other entity and
should not be considered as a recommendation that any investor
should subscribe for, purchase, otherwise acquire, sell or
otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring
Placing Shares pursuant to the Placing or any Fundraising Shares
pursuant to the Retail Offer are reminded that they should conduct
their own investigation, evaluation and analysis of the business,
data and property described in this Announcement. The price and
value of securities can go down as well as up and past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor should consult with his or her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice. Investing in
the Fundraising Shares involves a substantial degree of risk.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
References in this Announcement to other reports or materials,
such as a website address, have been provided to direct the reader
to other sources of information on the Company which may be of
interest. Neither the content of the Company's website (or any
other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this Announcement.
Neither the Placing Shares to be issued or sold pursuant to the
Placing nor any other Fundraising Shares will be admitted to
trading on any stock exchange other than AIM.
Information to Distributors
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE
PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR
ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF
THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING
TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH
RESTRICTIONS.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018; (b)
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (c) retail clients who do not
meet the definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through
all distribution channels as are permitted by Directive 2014/65/EU
(the "UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the placing. Furthermore, it is noted
that, notwithstanding the UK target market assessment, the Banks
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the UK target market assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own UK
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing Shares.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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