TIDMOBOR
RNS Number : 9804C
Starcrest Education The Belt & Road
23 October 2020
23 October 2020
Starcrest Education The Belt & Road Limited
("Starcrest" or the "Company" or the "Group")
Interim Results for the six months to 30 June 2020
Starcrest Education The Belt & Road Limited (LSE: OBOR ),
the international developer and operator of education services in
Europe, is pleased to announce its unaudited results for the six
months to 30 June 2020.
Highlights
-- Further to the initial fund raise, as of 30 June 2020, the
Group had cash balances of GBP1,920,399
-- Further to the signing of the non-legally binding Heads of
Terms to acquire sixty per cent. of the issued share capital of The
London School of Science and Technology Limited (the "Target")
("the Proposed Transaction"), as announced on 18 September 2019,
the Company has agreed to a put option to require it to purchase
the remaining forty per cent. shareholding in the Target following
completion of the Proposed Transaction
-- The Company made a loss before tax for the period of
GBP1,004,044, which principally covers costs relating to the due
diligence of the Proposed Transaction
-- Announced the appointment of Mr. Luo Peng to the Board as Executive Director
John McLean OBE, Non-Executive Chairman, commented:
"We are pleased to announce Starcrest's interim results for the
six months to 30 June 2020.
"Starcrest's continued ambition is to seek relevant acquisition
opportunities to enable the Company to provide forward thinking,
value added solutions for students, its employees and societies in
the One Belt One Road countries.
"We continue to work hard to facilitate the Proposed
Transaction, having identified an acquisition target that fits with
the Company's search criteria and that we believe provides a
valuable opportunity for Starcrest and its shareholders, and will
provide further details as soon as we are able.
"We look forward to updating the market on our continued
progress in due course."
- Ends -
Enquires:
Starcrest Education
John McLean OBE, Non-Executive Chairman +44 (0) 7768 031454
Allenby Capital Limited (Financial
Adviser and Broker)
John Depasquale / James Hornigold +44 (0) 20 3328 5657
Yellow Jersey PR (Financial PR)
Sarah Hollins
Henry Wilkinson +44 (0) 20 3004 9512
Notes to editors:
Starcrest is an international developer and operator of
education services in Europe. The newly formed entity has been
established to seek acquisition opportunities in the international
education sector.
The Company intends to capture opportunities arising from the
'One Belt, One Road' ("OBOR") initiative, a foreign policy and
economic strategy of the Chinese Government. The term derives from
the Silk Road, the ancient trade route, and encompasses the
overland 'Silk Road Economic Belt' and the '21st-Century Maritime
Silk Road,' concepts introduced by Chinese President Mr Xi Jinping
in 2013. These are the two major axes along which China proposes to
economically link Europe to China through countries across Eurasia
and the Indian Ocean. The OBOR initiative also links to Africa and
Oceania.
Starcrest listed on the Main Market of the London Stock Exchange
on 31 January 2019 under the ticker symbol (LSE: OBOR). Further
information can be found on the Company's website at
https://www.starcresteducation.com
Chairman's Statement
Introduction
I am very pleased to report the Company's interim results for
the period ended 30 June 2020.
Starcrest's strategic objective, as announced upon admission to
trading on the London Stock Exchange's Main Market in January 2019
and reiterated in the Company's final results on 9 April 2020, has
been to provide innovative solutions that add value to students,
employees and the wider society in One Belt One Road ("OBOR")
countries.
Utilising the Board's considerable contacts and experience
across the education sector and in capital markets, we have been
proactively seeking relevant acquisition opportunities that fit
with the Company's search criteria and that offer attractive growth
potential. As a result, on 18 September 2019, Starcrest was pleased
to announce the signing of the non-legally binding Heads of Terms
to acquire sixty per cent. of the issued share capital of The
London School of Science and Technology Limited (the "Target").
Under the Heads of Terms, the Company has also agreed to a put
option, subject to the satisfaction of certain conditions, to
require it to purchase the remaining forty per cent. shareholding
in the Target, following completion of the Proposed Transaction.
Although the consideration for the Proposed Transaction is yet to
be determined, the Company will need to undertake a fundraise to
satisfy it. The potential acquisition of the Target is subject to,
amongst other things, legal and financial due diligence, therefore
the Company is unable to provide further information at this early
stage about the terms of the Proposed Transaction. If the Proposed
Transaction is successful, it will amount to a reverse takeover
under the Listing Rules.
We believe that the Target provides a valuable opportunity for
Starcrest and its shareholders. As shareholders will be aware,
conducting remote due diligence in a COVID-19 world has its
challenges and has necessitated considerable additional work,
especially in respect of future forecasts. The Board is progressing
matters and will update shareholders as soon as they are able. It
should be noted that until all the due diligence has been
completed, there is no certainty that the Proposed Transaction with
the Target will complete.
Results
Further to the initial fund raise, as of 30 June 2020, the Group
had cash balances of GBP1,920,399. Loss before tax for the period
ended 30 June 2020 was GBP1,004,044.
Starcrest made approximately GBP228,000 foreign exchange gain
for the period ended June 2020. The majority of the losses reported
in this period, representing approximately GBP725,000, are
attributed to professional fees and associated costs relating to
the due diligence cost for acquisition targets. The remaining
expenditure related to Directors fees, administration and other
costs. The total comprehensive loss was GBP776,195 for the
period.
Directorate Changes
On 29 April 2020, the Company announced the appointment of Mr.
Luo Peng to the Board as Executive Director with immediate effect
and that Mr. Zhu Xingchen will step down from his role as Executive
Director with immediate effect.
Mr. Luo Peng is a Chinese entrepreneur who is at the forefront
of the digital economy. Mr. Luo currently serves as the Chairman
and Founder of diversified investment group Fubao Group as well as
holding a number of Executive and Non-Executive Directorships in
various companies and organisations.
Prior to forming Fubao Group, Mr. Luo worked for Truck
Alliances, serving as Chief Operating Officer and Chief Executive
Officer, where he helped to create China's largest online highway
logistics information platform. In 2017, Truck Alliances merged
with another unicorn to form the Man Gang Group, which is ranked as
one of China's top ten leading companies within the digital
economy, currently valued at more than $6 billion.
I am delighted to welcome Mr. Luo to the Board at this
transitional period in the Company's development. Mr. Luo brings a
wealth of knowledge and experience, as well as an extensive network
base, which will no doubt provide the Company significant benefit.
I would also like to express my thanks to Mr. Zhu for his
invaluable contribution to the Company. We all wish him the very
best in his future endeavours.
Summary and Outlook
We believe that Starcrest is entering an exciting period as the
Company focuses on its strategy to capitalise on the enormous
potential of the Chinese education sector and the opportunities
arising from China's OBOR initiative.
The Company will continue to seek acquisition targets across
Europe, which will add value and support the strategy. In the
interim, Starcrest's focus will be on completing the Proposed
Acquisition of our identified Target. The Directors look forward to
updating the market with our progress in due course.
John McLean OBE
Non-Executive Chairman
23 October 2020
Unaudited Condensed Consolidated Interim Financial
Statements
For the period ended 30 June 2020
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 months 6 months
ended ended
Note 30/06/2020 30/06/2019
Unaudited Unaudited
GBP GBP
Administrative expenses (1,004,044) (436,963)
------------- ---------------------
Operating loss 10 (1,004,044) (436,963)
------------- ---------------------
Finance costs - (1,600)
------------- ---------------------
Loss before taxation (1,004,044) (438,563)
Income tax - -
------------- ---------------------
Loss for the period (1,004,044) (438,563)
------------- ---------------------
Other Comprehensive gain
Exchange gain arising on translation 227,849 -
to presentation currency
------------- ---------------------
Total comprehensive loss attributable
to equity holders of the Company
for the period (776,195) (438,563)
------------- ---------------------
Loss per share - basic and
diluted (pence per share) 13 (4.66) (2.44)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note As at As at
30/06/2020 31/12/2019
Unaudited Audited
GBP GBP
Non-current assets
Right-of-use assets - 70,197
Total non-current assets - 70,197
----------------- ----------------------------------
Current assets
Cash and cash equivalents 14 1,920,399 2,787,046
Trade and other receivables 15 81,047 14,600
Total current assets 2,001,446 2,801,646
----------------- ----------------------------------
Total assets 2,001,446 2,871,843
================= ==================================
Equity and liabilities
Capital and reserves
attributable to owners
of the company
Ordinary shares 17 215,600 215,600
Share premium 3,454,364 3,454,364
Retained earnings (2,410,488) (1,406,444)
Foreign exchange reserves 114,421 (113,428)
----------------- -------- ----------------------------------
Total equity 1,373,897 2,150,092
----------------- -------- ----------------------------------
Current liabilities
Trade and other payables 16 627,549 658,822
Lease liabilities 62,929
Total current liabilities 627,549 721,751
Total equity and liabilities 2,001,446 2,871,843
================= ==================================
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 30 JUNE
2020 Share Share Other Retained Foreign Total
capital premium reserves earnings exchange equity
GBP GBP GBP GBP GBP GBP
Balance at 1
January 2020 215,600 3,454,364 - (1,406,444) (113,428) 2,150,092
Loss for the
period - - - (1,004,044) - (1,004,044)
Other
comprehensive
gain for the
financial
period - - - - 227,849 227,849
-------- ---------- --------- ------------ ---------- ------------
Balance at 30
June
2020
(Unaudited) 215,600 3,454,364 - (2,410,488) 114,421 1,373,897
-------- ---------- --------- ------------ ---------- ------------
FOR THE PERIODED 30 JUNE 2019 Share Share Other Retained Foreign Total
capital premium reserves earnings exchange equity
GBP GBP GBP GBP GBP GBP
Balance at 1
January 2019 8,000 - 3,773,141 (189,698) - 3,591,443
Shares issued 207,600 - (207,600) - - -
Transferred
from
other
reserves
to share
premium - 3,565,541 (3,565,541) - - -
Transactions
costs
deducted
from equity - (111,177) - - - (111,177)
Loss for the
period - - - (438,563) - (438,563)
Balance at 30
June
2019
(Unaudited) 215,600 3,454,364 - (628,261) - 3,041,703
-------- ---------- ------------ ---------- --------- ----------
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 31 DECEMBER
2019 Share Share Other Retained Foreign Total
capital premium reserves earnings exchange equity
GBP GBP GBP GBP GBP GBP
Balance at 1
January 2019 8,000 - 3,773,141 (189,698) - 3,591,443
Shares issued 207,600 - (207,600) - - -
Transferred
from
other reserves
to share
premium - 3,565,541 (3,565,541) - - -
Transactions
costs deducted
from equity - (111,177) - - - (111,177)
Loss for the
year - - - (1,216,746) (1,216,746)
Other
comprehensive
loss for the
year - - - - (113,428) (113,428)
-------- ---------- ------------ ------------ ---------- ------------
Balance at 31
December
2019 (Audited) 215,600 3,454,364 - (1,406,444) (113,428) 2,150,092
-------- ---------- ------------ ------------ ---------- ------------
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
Period Ended 30 JUNE 2020
30/06/2020 30/06/2019
Unaudited Unaudited
GBP
GBP
Cash flows from operating activities
(1,004,044
Operating loss ) (438,563)
Depreciation - 34,865
Finance cost - 1,600
Decrease in payables (95,119) (11,337)
Increase in receivables 15 (66,447) -
------------- -------------
Net cash generated from operating
activities (1,165,610) (413,435)
------------- -------------
Cash flows from financing activities
Transaction costs deducted from
equity - (111,177)
Principal paid on lease liabilities - (58,206)
Interest paid on lease liabilities - (1,600)
------------- -------------
Net cash used in financing activities - (170,983)
------------- -------------
Net decrease in cash, cash equivalents
and bank overdrafts (1,165,610) (584,418)
Cash, cash equivalents and bank
overdrafts at beginning of the
period 2,787,046 4,020,320
Exchange gains on cash and cash
equivalents 298,963 -
------------- -------------
Cash, cash equivalents and bank
overdrafts at end of the period 14 1,920,399 3,435,902
============= =============
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
1. GENERAL INFORMATION
Starcrest Education The Belt & Road Limited ("the Company")
was incorporated and registered in the Cayman Islands as a private
company limited by shares on 23 May 2018 under the Companies Law
(as revised) of The Cayman Islands, with the name Starcrest
Education The Belt & Road Limited, and registered number
337619.
The subsidiaries included in these condensed consolidated
financial statements were incorporated in November 2019.
The Company's registered office is located at Cricket Square,
Hutchins Drive PO Box 2681, Grand Cayman KY1-1111, Cayman
Islands.
2. PRINCIPAL ACTIVITIES
The principal activity of the Group is to seek education related
acquisition opportunities in Europe.
3. RECENT ACCOUNTING PRONOUNCEMENT
a) New interpretations and revised standards effective for the
period ended 30 June 2020
The International Accounting Standards Board (Board) has issued
an amendment to IFRS 16 Leases to make it easier for lessees to
account for COVID-19-related rent concessions such as rent holidays
and temporary rent reductions.
The amendment exempts lessees from having to consider individual
lease contracts to determine whether rent concessions occurring as
a direct consequence of the COVID-19 pandemic are lease
modifications and allows lessees to account for such rent
concessions as if they were not lease modifications. It applies to
COVID-19-related rent concessions that reduce lease payments due on
or before 30 June 2021.
IFRS 16 specifies how lessees should account for changes in
lease payments, including concessions. However, applying those
requirements to a potentially large volume of COVID-19-related rent
concessions could be practically difficult, especially in the light
of the many challenges stakeholders face during the pandemic. This
optional exemption gives timely relief to lessees and enables them
to continue providing information about their leases that is useful
to investors. The amendment does not affect lessors.
The amendment is effective 1 June 2020 but, to ensure the relief
is available when needed most, lessees can apply the amendment
immediately in any financial statements-interim or annual-not yet
authorised for issue. The Group has no rent concessions to
consider.
The Group's remaining lease has a term of 6 months and therefore
the Group have elected not to recognise an asset or liability as
per the short-term lease exemption of IFRS 16. The lease payments
have been recognised in profit or loss on a straight-line basis
over the lease term.
b) Standards and interpretations in issue but not yet
effective
There are a number of standards and interpretations which have
been issued by the International Accounting Standards Board that
are effective for periods beginning subsequent to 1 January 2020
(the date on which the Company's next annual financial statements
will be prepared from) that the Company has decided not to adopt
early. The Directors do not believe these standards and
interpretations will have a material impact on the financial
statements once adopted.
4. BASIS OF PREPARATION
These condensed consolidated interim financial statements have
been prepared in accordance with IAS 34 Interim Financial Reporting
as adopted by the European Union and prepared under the historic
cost convention. The comparative figures as at 31 December 2019
have been extracted from the Group's Financial Statements for that
financial year, but do not constitute these accounts.
The Company's functional currency is USD. The Company listed its
shares on the main market of the London Stock Exchange on 31
January 2019. The directors have decided to present the
consolidated interim financial information in Pounds Sterling
(GBP), which is the Group's presentation currency, as the Company
is listed in the UK.
These financial statements have been prepared on a going concern
basis. The Directors consider that, having reviewed current cash
flow forecasts, having taken into account current overheads and
projected costs and including specific consideration of the
potential risks associated with COVID-19, they have a reasonable
expectation that the Group has adequate resources to continue its
operations for the foreseeable future.
5. SIGNIFICANT ACCOUNTING POLICIES
5.1 Foreign currency translation
Transactions in currencies other than the Company's functional
currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each
reporting date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items carried at fair value
that are denominated in foreign currencies are translated at the
rates prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the
period in which they arise.
Results at 30 June 2020 are translated into the presentation
currency. Assets and liabilities are translated at the closing rate
while income and expenses are translated at exchange rates at the
dates of the transactions. Differences arising are recognised in
Other Comprehensive Income in the period in which they arise
(foreign currency translation reserve).
5.2 Financial instruments
A financial asset or a financial liability is recognised only
when the Group becomes a party to the contractual provisions of the
instrument.
Financial instruments are initially recognised at the
transaction price as this represents fair value, unless the
arrangement constitutes a financing transaction, where it is
recognised at the present value of the future payments discounted
at a market rate of interest for a similar instrument.
Financial assets
All financial assets are initially recognised at fair value,
less transaction costs. Subsequent to initial recognition, they are
recorded at amortised cost.
Financial liabilities
Financial liabilities are initially recognised at fair value.
Subsequent to initial recognition, they are recorded at amortised
cost.
5.3 Share Capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares or options in
relation to ordinary shares are shown in equity as a deduction, net
of taxation, from the proceeds.
5.4 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on
call with banks and other short term highly liquid investments that
are readily convertible into known amounts of cash and which are
subject to an insignificant risk of changes in value.
5.5 Earnings per share
Basic earnings per share is computed using the weighted average
number of shares outstanding during the period. Diluted earnings
per share is computed using the weighted average number of shares
during the period plus the dilutive effect of dilutive potential
ordinary shares outstanding during the year.
5.6 Leases
During the immediately preceding financial period to 31 December
2019 the Group recognised a right-of-use asset measured at an
amount equal to the lease liability, in relation to leased office
space. The lease liability is measured at the present value of the
remaining lease payments, discounting using the Group's incremental
borrowing rate at date of lease commencement. Lease modifications
are accounted for at the effective date of the lease
modification.
6. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. There are no
significant accounting estimates or judgements that affect reported
amounts of assets, liabilities, income and expenses in this
period.
There are no significant accounting estimates or judgements that
affect reported amounts of assets, liabilities, income and expenses
in this period.
7. FINANCIAL RISK MANAGEMENT
The Group has exposure to the liquidity risk, foreign currency
risk and capital risks from its use of financial instruments.
Credit, interest rate and market risks are not considered to be
material to the Group. The Group is not subject to any externally
imposed capital requirements.
The Group's financial instruments consist mainly of cash and
accounts receivable and payable.
a. Liquidity risk
Liquidity risk is the risk that the Group will encounter
difficulty in meeting the obligations associated with its financial
liabilities. The Group's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Group's reputation.
The Group's financial liabilities comprise trade payables,
amounts due to the parent company and accruals.
The Group's financial assets comprise cash and cash equivalents,
trade and other receivables.
The Group has sufficient cash to meet their liabilities as they
fall due.
b. Foreign currency risk
During the period, the board decided to convert 80% of the U.S.
Dollars in Singapore's OCBC Bank to British pounds and transfer
them to HSBC bank account in the UK. Financial risks of variations
in foreign currency exchange rates have been significantly reduced
as a result.
c. Credit risk
Credit risk refers to the risk that counterparty will default on
its contractual obligations resulting in financial loss to the
Group. Credit allowances are made for estimated losses that are
anticipated to be incurred by the reporting date.
8. CAPITAL MANAGEMENT
The Group actively manages the capital available to fund the
Group, comprising equity and reserves. The Group's objectives when
maintaining capital is to safeguard the entity's ability to
continue as a going concern, so that it can continue to provide
returns for shareholders.
9. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an
entity about which separate financial information is available and
which are evaluated by the Board of Directors to assess performance
and determine the allocation of resources. The Board of Directors
are of the opinion that under IFRS 8 the Group has only one
operating segment. The Board of Directors assess the performance of
the operating segment using financial information which is measured
and presented in a manner consistent with that in the Financial
Statements. Segmental reporting will be reviewed and considered in
light of the development of the Group's business over the next
reporting period.
10. OPERATING LOSS
The operating loss is stated after charging/(crediting):
6 months ended 6 months ended
30 June 2020 30 June 2019
Foreign exchange (gains) - (1,824)
Lease expense 47,206 -
11. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Period ended Period ended
30 June 2020 30 June 2019
Key management emoluments
Remuneration 136,288 64,583
Executive Directors
Xingchen Zhu 10,000 12,500
Xiaojun Zhang 15,000 12,500
Peng Luo 5,000 -
Non-executive
Directors
John McLean OBE 17,500 14,583
Norman Cumming 15,000 12,500
Nicholas Petford
DSc 15,000 12,500
------- -------
77,500 64,583
Employees
Zhixian Feng 48,488 -
Yang Lu-Bourner 10,300 -
------- -------
58,788 -
12. TAXATION
The Company is incorporated in the Cayman Islands, and its
activities are subject to taxation at a rate of 0%.
The Company's wholly owned subsidiaries, Starcest Education PLC
and Starcest Education Management (UK) Ltd are incorporated in
England and Wales, and its activities are subject to taxation at a
rate of 19%. For the period to 30 June 2020 the entities have made
a taxable loss. No deferred tax asset has been recognised.
13. EARNINGS PER SHARE
The Company presents basic and diluted earnings per ordinary
share information for its ordinary shares. Basic earnings per share
is calculated by dividing the loss attributable to ordinary
shareholders of the Company by the weighted average number of
ordinary shares in issue during the reporting period.
There is no difference between the basic and diluted loss per
share.
6 months ended 6 months ended
30/06/2020 30/06/2019
Loss attributable to ordinary shareholders (1,004,044) (438,563)
Weighted average number of shares 21,560,000 18,004,420
Losses per share (expressed as pence
per share) (4.66) (2.44)
14. CASH AND CASH EQUIVALENTS
Unaudited Audited
30/06/2020 31/12/2019
GBP GBP
Cash and cash equivalents 1,920,399 2,787,046
------------ ------------
Cash at bank earns interest at floating rates based on daily
bank deposit rates.
15. TRADE AND OTHER RECEIVABLES
Unaudited Audited
30/06/2020 31/12/2019
GBP GBP
Trade receivables 16,324 14,600
VAT and other 64,723 -
receivables
------------ ------------
81,047 14,600
16. TRADE AND OTHER PAYABLES
Unaudited Audited
30/06/2020 31/12/2019
GBP GBP
Trade payables 107,221 -
Amounts due to the parent
company 211,517 203,788
Accruals 308,810 455,034
------------ ------------
627,549 658,822
All payables are financial liabilities measured at amortised
cost.
Amounts due to the parent company are unsecured, interest free
and repayable on demand.
17. SHARE CAPITAL
Number of shares Nominal value
GBP GBP
Authorised
Ordinary shares of GBP GBP0.01
each 1,000,000,000 10,000,000
Issues and fully paid
Issue of ordinary shares of
GBP0.01 each 21,560,000 215,600
----------------- --------------
18. ULTIMATE CONTROLLING PARTY
The Company's immediate parent company is Starcrest Education
Management Company Ltd. The Company's ultimate parent company is
Fubao Group Holdings Ltd. The ultimate controlling party is Mr Peng
Luo, who is also a director of the Company.
19. RESERVES
The following describes the nature and purpose of each reserve
within equity:
Reserve Description and purpose
Share premium Amount subscribed for share
capital in excess of nominal
value.
Other reserve Consideration received for shares
which are not yet issued.
Retained earnings All other net gains and losses
and transactions not recognised
elsewhere.
Foreign exchange reserve Gains/losses arising on retranslation
of net assets from functional
to presentation currency.
20. RELATED PARTY TRANSACTIONS
As at 30 June 2020, an amount of GBP211,517 (unaudited) (31
December 2019 (audited): GBP203,788) was owed to Starcrest
Education Management Company Ltd. This amount mainly arose from
business expenses paid on behalf of the Group by the parent
company.
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