TIDMVMUK TIDM91XR
RNS Number : 6574X
Virgin Money UK PLC
01 September 2020
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY
STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA)
(THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
1 September 2020
Virgin Money UK PLC
(incorporated with limited liability in England and Wales with
Registered Number 09595911)
ANNOUNCES TER OFFER TO PURCHASE NOTES FOR CASH
Virgin Money UK PLC (the "Issuer") has today launched an
invitation to holders of its GBP475,000,000 5 per cent. Fixed Rate
Reset Callable Subordinated Tier 2 Notes due 2026 (ISIN:
XS1346646901) (the "Notes"), to tender such Notes for purchase by
the Issuer for cash up to the Maximum Acceptance Amount (the
"Offer"), subject to the terms and conditions described in a tender
offer memorandum prepared by the Issuer dated 1 September 2020 (the
"Tender Offer Memorandum").
The Offer is subject to the offer and distribution restrictions
set out below and as more fully described in the Tender Offer
Memorandum. Copies of the Tender Offer Memorandum are (subject to
offer and distribution restrictions) available from the Tender
Agent as set out below. Capitalised terms used and not otherwise
defined in this announcement have the meanings given in the Tender
Offer Memorandum. Details of the Notes and the Offer are set out in
the table below.
THE OFFER
ISIN / Outstanding
Description Common Principal Maturity Purchase Maximum Acceptance
of the Notes Code Amount Date(1) Price Amount(2)
---------------- ------------- --------------- ----------- --------- -------------------
5 per cent. XS1346646901 GBP475,000,000 9 February 100 per Subject as
Fixed Rate / 2026 cent. set out herein,
Reset Callable 134664690 an aggregate
Subordinated principal
Tier 2 Notes amount of
due 2026(3) Notes expected
to be equal
to the aggregate
principal
amount of
the New Notes
(as defined
herein)
1. The Issuer is entitled, subject to obtaining regulatory
consent and to satisfaction of certain conditions, to redeem all
(and not some only) of the Notes on 8 February 2021 or any interest
payment date for the Notes thereafter.
2. The Issuer reserves the right, in its sole and absolute
discretion, to modify or waive the Maximum Acceptance Amount for
any reason, as described in "Further Information and Terms and
Conditions - Maximum Acceptance Amount and Scaling of Tenders" of
the Tender Offer Memorandum.
3. On 8 February 2021, the interest rate will reset and the
Notes will bear interest at a rate which is the aggregate of the
initial margin of 3.516 per cent. per annum and the applicable
5-year sterling mid-market swap rate.
THE OFFER BEGINS ON THE DATE OF THIS ANNOUNCEMENT AND WILL
EXPIRE AT 4.00 P.M. (LONDON TIME) ON 8 SEPTEMBER 2020, UNLESS
EXTED, RE-OPENED, AMED OR TERMINATED AS PROVIDED IN THE TER OFFER
MEMORANDUM UNDER THE HEADING "AMMENT AND TERMINATION".
THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE
EARLIER THAN THIS DEADLINE.
Rationale for the Offer
The purpose of the Offer is to provide liquidity for investors
in the Notes concurrent with the opportunity to redeploy funding
into the Issuer's proposed New Notes. The Offer in conjunction with
an issue of New Notes is being made as part of the Issuer's active
management of its capital base. Irrespective of the amount of new
notes issued, the Issuer intends to consider future optional
redemption rights in respect of the Notes that are not tendered and
accepted pursuant to the offer on an economic basis, considering
current and future regulatory capital treatment and minimum
requirement for own funds and eligible liabilities value, relative
funding cost, rating agency treatment, regulatory developments and
having regard to the prevailing circumstances at the relevant
time.
Notes purchased by the Issuer pursuant to the Offer are expected
to be cancelled and will not be re-issued or re-sold.
Purchase Price
The Issuer will pay, for Notes accepted for purchase pursuant to
the Offer (and subject to satisfaction or waiver of the New
Financing Condition), a cash purchase price equal to 100 per cent.
of the principal amount of the relevant Notes (the "Purchase
Price").
Accrued Interest
The Issuer will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
Maximum Acceptance Amount
The Issuer proposes to accept for purchase Notes up to a maximum
aggregate principal amount equal to the principal amount of the New
Notes on the terms and subject to satisfaction or waiver of the New
Financing Condition and the other conditions contained in the
Tender Offer Memorandum. The Issuer is expected to announce the
Maximum Acceptance Amount as soon as practicable following the
pricing of the New Notes. The Issuer reserves the right, in its
sole and absolute discretion, to modify or waive the Maximum
Acceptance Amount for any reason, as described in "Further
Information and Terms and Conditions - Maximum Acceptance Amount
and Scaling of Tenders" of the Tender Offer Memorandum, subject to
applicable law.
New Financing Condition
The Issuer announced on 1 September 2020 its intention to issue
new benchmark 10.25- non-call 5.25-year Tier 2 Notes (the "New
Notes"). Whether the Issuer will accept for purchase any Notes
validly tendered in the Offer and complete the Offer is subject,
without limitation, to the successful completion (in the sole
determination of the Issuer) of the issue of the New Notes (the
"New Financing Condition"). The Issuer reserves the right at any
time to waive any or all of the conditions of the Offer (including
the New Financing Condition) as set out in the Tender Offer
Memorandum.
The Issuer is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Issuer of Notes tendered pursuant to the Offer is
at the sole discretion of the Issuer and tenders may be rejected by
the Issuer for any reason.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the base
prospectus dated 5 February 2020 relating to the GBP10,000,000,000
Global Medium Term Note Programme of the Issuer and Clydesdale Bank
PLC, as supplemented by the supplemental prospectuses dated 13 May
2020 and 28 August 2020, and the final terms to be prepared in
connection with the issue and listing of the New Notes on the
regulated market of the London Stock Exchange plc (together, the
"Prospectus"), and no reliance is to be placed on any
representations other than those contained in the Prospectus.
Subject to compliance with all applicable securities laws and
regulations, the Prospectus is expected to be available from the
Dealer Managers, in their capacity as joint lead managers of the
issue of the New Notes, on request.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Notes in the United States or any other jurisdiction.
Securities may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the United States Securities Act of
1933, as amended (the "Securities Act"). The New Notes have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).
The target market for the New Notes is eligible counterparties
and professional clients only, each as defined in Directive
2014/65/EU (as amended, "MiFID II") and the New Notes are not
intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area or the United
Kingdom. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97, where that customer would not qualify as a
professional client as defined in
point (10) of Article 4(1) of MiFID II. See the Prospectus for further information.
The New Notes have and shall only be offered in conformity with
the provisions of the Prospectus and the selling restrictions and,
if applicable, the exemption wording, contained therein.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Allocation of the New Notes
When considering the allocation of the New Notes, the Issuer may
give preference to those Noteholders who, prior to such allocation,
have given a firm intention to any Dealer Manager that they intend
to tender their Notes pursuant to the Offer. Therefore, a
Noteholder who wishes to subscribe for New Notes in addition to
tendering its Notes for purchase pursuant to the Offer may be
eligible to receive, at the sole and absolute discretion of the
Issuer, priority in the allocation of the New Notes, subject to the
issue of the New Notes and such Noteholder making a separate
application for the purchase of such New Notes to a Dealer Manager
(in its capacity as a joint lead manager of the issue of the New
Notes). However, the Issuer is not obliged to allocate the New
Notes to a Noteholder who has validly tendered or indicated a firm
intention to tender the Notes pursuant to the Offer and, if New
Notes are allocated, the principal amount thereof may be less or
more than the principal amount of Notes tendered by such holder and
accepted by the Issuer pursuant to the Offer. Any such allocation
will also, among other factors, take into account the minimum
denomination of the New Notes (being GBP100,000).
Holders should note that the pricing and allocation of the New
Notes are expected to take place prior to the Expiration Deadline
and therefore should provide, as soon as practicable, to any Dealer
Manager any indications of a firm intention to tender Notes for
purchase pursuant to the Offer and the quantum of Notes that it
intends to tender.
Scaling of the Offer and Maximum Acceptance Amount
If the Issuer decides to accept any validly tendered Notes for
purchase pursuant to the Offer, and the aggregate principal amount
of Notes validly tendered for purchase is greater than the Maximum
Acceptance Amount, then, subject in each case to the New Financing
Condition being satisfied or waived, the Issuer intends to accept
such Notes for purchase on a pro rata basis such that the aggregate
principal amount of Notes accepted for purchase pursuant to the
Offer is no greater than the Maximum Acceptance Amount. See "
Further Information and Terms and Conditions - Maximum Acceptance
Amount and Scaling of Tenders " of the Tender Offer Memorandum.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to, the
Offer, Noteholders must validly tender their Notes for purchase by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by 4.00
p.m. (London time) on 8 September 2020, unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer
Memorandum (the "Expiration Deadline"). See "Procedures for
Participating in the Offer" of the Tender Offer Memorandum.
EXPECTED TIMETABLE OF EVENTS
The times and dates below are indicative only.
Events Times and Dates
(All times are London time)
Commencement of the Offer
Announcement of Offer. Tender Offer Memorandum available from the 1 September 2020
Tender Agent. Commencement
of the tender offer period.
Pricing of the New Notes
Expected pricing of the New Notes and announcement of the Maximum Expected to be prior to the Expiration Deadline
Acceptance Amount.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the 4.00 p.m. on 8 September 2020
Tender Agent in order for Noteholders
to be able to participate in the Offer.
Announcement of Results of the Offer
Announcement of whether the Issuer will accept (subject to As soon as practicable on 9 September 2020
satisfaction or waiver of the New
Financing Condition on or prior to the Settlement Date) valid
tenders of Notes for purchase
pursuant to the Offer and, if so accepted, (i) the aggregate
principal amount of the Notes
accepted for purchase and (ii) the Scaling Factor (if any).
Settlement Date
Subject to satisfaction or waiver of the New Financing Condition 11 September 2020
on or prior to such date,
the expected Settlement Date for the Offer. Payment of Purchase
Price and Accrued Interest
Payment in respect of the Offer to Noteholders whose Notes have
been accepted for purchase
pursuant to the Offer.
_____________
Noteholders are advised to check with any bank, securities
broker or other Intermediary through which they hold Notes when
such Intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer
before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such Intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified above. See "Procedures for
Participating in the Offer" of the Tender Offer Memorandum.
FURTHER INFORMATION
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the conditions of
and procedures for participating in the Offer.
A complete description of the terms and conditions of the Offer
is set out in the Tender Offer Memorandum. Any questions or
requests for assistance in connection with: (i) the Offer, may be
directed to the Dealer Managers; and (ii) the delivery of Tender
Instructions or requests for additional copies of the Tender Offer
Memorandum or related documents, which may be obtained free of
charge, may be directed to the Tender Agent, the contact details
for each of which are set out below.
Dealer Managers
BNP Paribas Lloyds Bank Corporate Markets plc
16, boulevard des Italiens 10 Gresham Street
75009 Paris London
France EC2V 7AE
United Kingdom
Telephone: +44 (0) 20 7158 1719/1726
Telephone: +33 1 55 77 78 94 Attention: Liability Management Team, Capital Markets
Attention: Liability Management Group Email: liability.management@lloydsbanking.com
Email: liability.management@bnpparibas.com
Merrill Lynch International NatWest Markets Plc
2 King Edward Street 250 Bishopsgate
London London
EC1A 1HQ EC2M 4AA
United Kingdom United Kingdom
Telephone: +44 20 7996 5420
Attention: Liability Management Group Telephone: +44 207 678 5222
Email: DG.LM-EMEA@bofa.com Attention: Liability Management
Email: liabilitymanagement@natwestmarkets.com
Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London
WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: virginmoney@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer to acquire or exchange any securities is
being made pursuant to this announcement. This announcement and the
Tender Offer Memorandum contain important information, which must
be read carefully before any decision is made with respect to the
Offer. If any Noteholder is in any doubt as to the action it should
take, it is recommended to seek its own financial, legal and any
other advice, including in respect of any tax financial,
accounting, regulatory and tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. 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 Offer. None of the Issuer, the Dealer
Managers or the Tender Agent or their respective directors,
employees or affiliates makes any recommendation as to whether
Noteholders should participate in the Offer and none of the Issuer,
the Dealer Managers or the Tender Agent nor any of their respective
affiliates will have any liability or responsibility in respect
thereto.
The information contained within this announcement is deemed by
the Issuer to constitute inside information as stipulated under the
Market Abuse Regulation No.596/2014. Upon the publication of this
announcement via Regulatory Information Service, this inside
information is now considered to be in the public domain.
Announcement authorised for release by Lorna McMillan, Group
Company Secretary.
OFFER AND DISTRIBUTION RESTRICTIONS
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offer are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to persons located or
resident in the United States. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by, or by any person acting for the account or benefit of, a person
located in the United States, or any agent, fiduciary or other
Intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is not
an offer to buy or sell, or a solicitation of an offer to sell or
buy, any Notes or other securities in the United States. Securities
may not be offered or sold in the United States absent registration
under, or an exemption from the registration requirements of, the
Securities Act. The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, any U.S. person (as
defined in Regulation S of the Securities Act).
Each Noteholder participating in the Offer will represent that
it is not located in the United States and is not participating in
the Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Offer from
the United States. For the purposes of this and the above two
paragraphs, "United States" means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer have been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy ("Italy") as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").
The Offer is also being carried out in compliance with article
35-bis, paragraph 7 of the Issuers' Regulation. Noteholders or
beneficial owners of the Notes that are located in Italy may tender
their Notes in the Offer through authorised persons (such as
investment firms, banks or financial Intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each Intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made, and such documents and/or materials have
not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order")) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order
(together, "relevant persons"). Any investment or investment
activity to which this announcement or the Tender Offer Memorandum
relates is available only to relevant persons and will be engaged
in only with relevant persons (and is subject to other restrictions
referred to in the Financial Promotion Order).
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France ("France") other than to investors
(investisseurs qualifiés) as defined in Article L.411-2 1deg of the
French Code monétaire et financier. Neither this announcement, the
Tender Offer Memorandum nor any other document or material relating
to the Offer has been or shall be distributed in France other than
to qualified investors (investisseurs qualifiés) and only qualified
investors (investisseurs qualifiés) are eligible to participate in
the Offer. This announcement, the Tender Offer Memorandum and any
other document or material relating to the Offer have not been and
will not be submitted for clearance to nor approved by the Autorité
des marchés financiers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autoriteit
voor financiële diensten en markten / Autorité des services et
marchés financiers) and, accordingly, the Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of 1 April 2007 on public takeover bids (the
"Belgian Takeover Law") or as defined in Article 3 of the Belgian
Law of 16 June 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated
markets (the "Belgian Prospectus Law"), both as amended or replaced
from time to time. Accordingly, the Offer may not be advertised and
the Offer will not be extended, and neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than (i) to persons which are "qualified
investors" in the sense of Article 10 of the Belgian Prospectus
Law, acting on their own account; or (ii) in any other
circumstances set out in Article 6, --4 of the Belgian Takeover Law
and Article 3, --4 of the Belgian Prospectus Law. Insofar as
Belgium is concerned, each of this announcement and the Tender
Offer Memorandum has been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the
Offer. Accordingly, the information contained in this announcement
and the Tender Offer Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
General
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offer will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and any Dealer Manager or any of their
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
the Issuer in such jurisdiction.
Nothing in this announcement, the Tender Offer Memorandum or the
electronic transmission thereof constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States
or any other jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in the Offer
will be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as set out in "
Procedures for Participating in the Offer " of the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offer
from a Noteholder that is unable to make these representations will
not be accepted. Each of the Issuer, the Dealer Managers and the
Tender Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of Notes for
purchase pursuant to the Offer, whether any such representation
given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Issuer determines (for any reason)
that such representation is not correct, such tender shall not be
accepted.
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