TIDMBLTG
RNS Number : 2069Q
Francisco Partners II L.P.
16 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THE OFFER IS BEING MADE IN THE UNITED STATES PURSUANT TO
APPLICABLE LAWS AND REGULATIONS, INCLUDING SECTION 14(E) AND
REGULATION 14E UNDER THE US EXCHANGE ACT OF 1934, AS AMED (THE "US
EXCHANGE ACT"). BIDCO AND ITS AFFILIATES AND AGENTS MAY PURCHASE
BLANCCO SHARES OUTSIDE THE OFFER, OUTSIDE THE UNITED STATES, IN
COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING THE US
EXCHANGE ACT.
FOR IMMEDIATE RELEASE
16 OCTOBER 2023
RECOMMED CASH OFFER
for
BLANCCO TECHNOLOGY GROUP PLC ("Blancco")
by
WHITE BIDCO LIMITED ("Bidco")
an entity indirectly owned by the Francisco Partners Funds
OFFER DECLARED UNCONDITIONAL
-- The Francisco Partners Funds as nominees for Bidco have
acquired 7,081,099 Blanco Shares representing approximately 9.35
per cent. of Blancco's existing issued share capital. The
contracted settlement date for the acquired shares is 17 October
2023
-- In aggregate Bidco and its nominees have received valid
acceptances of the Offer in respect of a total of 49,753,265
Blancco Shares, and have acquired 7,081,099 Blancco Shares which
have not yet settled, representing in aggregate approximately 75.06
per cent. of Blancco's existing issued share capital
-- Bidco is waiving down the Acceptance Condition from not less
than 75 per cent. to not less than 65.71 per cent. of Blancco
Shares and the Offer has now become unconditional
-- Bidco intends to procure that Blancco make an application to
the London Stock Exchange for the cancellation of the admission to
trading of Blancco Shares on AIM. The cancellation of trading in
Blancco Shares on AIM will significantly reduce the liquidity and
marketability of any Blancco Share
-- Blancco Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible
1. Introduction
On 2 August 2023, the boards of Bidco and Blancco announced the
terms of a recommended all cash offer (the "Offer") to be made by
Bidco for the entire issued and to be issued share capital of
Blancco (other than any Blancco Shares already held by Bidco) at a
price of 223 pence for each Blancco Share, to be implemented by way
of a takeover offer within the meaning of Chapter 3 of Part 28 of
the Companies Act. The full terms of, and conditions to, the Offer
and the procedures for acceptance are set out in the offer
document, which was posted to Blancco Shareholders on 8 August 2023
(the "Offer Document").
On 6 October 2023, the board of Bidco announced that in
accordance with Rule 31.3(b) of the Takeover Code, "Day 60" of the
Offer timetable (the latest day by which an offer must become or be
declared unconditional as to acceptances) has been extended with
the consent of the Panel and the board of Blancco until 1:00 p.m.
(London time) on 18 October 2023. The Offer has also been extended
accordingly and remains subject to the terms and conditions set out
in the Offer Document (the "Extension Announcement").
On 10 October 2023, the board of Bidco announced that it
considers the financial terms of the Offer to be full and fair and
that the recommended offer of 223 pence per Blancco share is
therefore final and will not be increased. Bidco reserved the right
to revise the financial terms of the Offer in the event: (i) a
third party, other than Bidco announces a firm intention to make an
offer for Blancco on more favourable terms than Bidco's Offer; or
(ii) the Panel otherwise provides its consent. Under Rule 35.1 of
the Takeover Code, if the Offer lapses, except with the consent of
the Panel, Bidco will not be able to make an offer for Blancco for
at least 12 months.
On 12 October 2023, the board of Bidco notified that, in
accordance with paragraph 1 of Part A of Appendix I in the Offer
Document, it was waiving down the percentage required to satisfy
the Acceptance Condition from Blancco Shares carrying not less than
90 per cent. of the voting rights then normally exercisable at a
general meeting of Blancco, to Blancco Shares carrying not less
than 75 per cent. of the voting rights then normally exercisable at
a general meeting of Blancco (the "Amended Acceptance
Condition").
2. Dealing disclosure
On 13 October 2023, the Francisco Partners Funds acquired the
following interests in Blancco Shares.
Class of relevant Number of Price per Date dealing Contracted
security securities unit undertaken settlement
date
2p Ordinary 3,476,564 223.00p 13-Oct-2023 17-Oct-2023
------------ ---------- ------------- ------------
2p Ordinary 360,000 223.00p 13-Oct-2023 17-Oct-2023
------------ ---------- ------------- ------------
2p Ordinary 1,310,269 223.00p 13-Oct-2023 17-Oct-2023
------------ ---------- ------------- ------------
2p Ordinary 92,000 223.00p 13-Oct-2023 17-Oct-2023
------------ ---------- ------------- ------------
2p Ordinary 1,092,266 223.00p 13-Oct-2023 17-Oct-2023
------------ ---------- ------------- ------------
2p Ordinary 750,000 223.00p 13-Oct-2023 17-Oct-2023
------------ ---------- ------------- ------------
Accordingly as at the date of this announcement, Bidco and its
nominees are expected to hold a total of 7,081,099 Blancco Shares,
representing approximately 9.35 per cent. of Blancco's existing
issued share capital, when the acquisition of the 7,081,099 Blancco
Shares are settled. As they have not yet settled, they are excluded
from the acceptance level update in section 3 below. The contracted
settlement date for the acquired shares is 17 October 2023.
3. Acceptance level update
As at 5.00 p.m. (London time) on 13 October 2023 (being the last
Business Day prior to the date of this announcement), valid
acceptances of the Offer ("Valid Acceptances") had been received in
respect of a total of 49,753,265 Blancco Shares, representing
approximately 65.71 per cent. of Blancco's existing issued share
capital.
So far as Bidco is aware, included within the above are Valid
Acceptances in respect of 26,386,176 Blancco Shares (representing
approximately 34.85 per cent. of Blancco's existing issued share
capital) which were the subject of irrevocable undertakings in
favour of Bidco to accept the Offer, as procured by Soros Fund
Management, Inclusive Capital Partners L.P. and Blancco
Directors.
In addition, so far as Bidco is aware, included within the above
are Valid Acceptances in respect of 8,875,000 Blancco Shares
(representing approximately 11.72 per cent. of Blancco's existing
issued share capital) which were the subject of a non-binding
letter of intent as procured by Canaccord Genuity Asset Management
Ltd.
Accordingly, as at 5.00 p.m. (London time) on 13 October 2023,
Bidco has received valid acceptances of the Offer in respect of
49,753,265 Blancco Shares (representing 65.71 per cent. of the
existing issued share capital of Blancco) which Bidco may count
towards the satisfaction of the Amended Acceptance Condition.
In addition, as set out above, following the acquisition of
7,081,099 Blancco Shares, Bidco and its nominees are expected to
hold a total of 7,081,099 Blancco Shares, representing
approximately 9.35 per cent. of Blancco's existing issued share
capital when they have settled.
In aggregate Bidco and its nominees have received valid
acceptances of the Offer in respect of a total of 49,753,265
Blancco Shares, and have acquired 7,081,099 Blancco Shares which
have not yet settled, representing in aggregate approximately 75.06
per cent. of Blancco's existing issued share capital. The
contracted settlement date for the acquired shares is 17 October
2023.
The percentages of Blancco Shares referred to in this
announcement are based on figures of 75,709,857 Blancco Shares in
issue, in accordance with information publicly available to Bidco
as at the date of this announcement.
4. Waving down the Acceptance Condition and Offer Unconditional
Bidco is pleased to announce that, in accordance with paragraph
1 of Part A of Appendix I in the Offer Document, it is waiving down
the percentage of Blancco Shares required to satisfy the Amended
Acceptance Condition from Blancco Shares carrying not less than 75
per cent. of the voting rights then normally exercisable at a
general meeting of Blancco, to Blancco Shares carrying not less
than 65.71 per cent. of the voting rights then normally exercisable
at a general meeting of Blancco (the "New Amended Acceptance
Condition").
As Bidco has received valid acceptances of the Offer in respect
of a total of 49,753,265 Blancco Shares, representing approximately
65.71 per cent. of Blancco's existing issued share capital, Bidco
is pleased to confirm that the New Amended Acceptance Condition has
been satisfied.
Furthermore, Bidco confirms that all other conditions as set out
in paragraph 3 of Part A of Appendix I in the Offer Document have
now been satisfied or, where applicable, waived.
Accordingly, the Offer has now become unconditional.
5. Offer remains open
The Offer will remain open for acceptance until further notice.
At least 14 days' notice will be given by an announcement before
the Offer is closed.
Blancco Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible in accordance with the following
procedures:
-- if you hold your Blancco Shares, or any of them, in
certificated form (that is, not in CREST), you must complete and
return a Form of Acceptance in relation to such certificated
Blancco Shares as soon as possible; and
-- if you hold your Blancco Shares, or any of them, in
uncertificated form (that is, in CREST), you must ensure that an
Electronic Acceptance is made by you or on your behalf, and that
settlement of that Electronic Acceptance occurs, in relation to
such uncertificated Blancco Shares, as soon as possible.
Full details on how to accept the Offer are set out in paragraph
15 of Part 1 of the Offer Document.
The Offer Document is available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Blancco's website at:
https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/
while the Offer remains open for acceptance. Hard copies of the
Offer Document and the Form of Acceptance may be obtained by
contacting the Receiving Agent, Computershare Investor Services
plc, on telephone number on 0370 889 4099 (or on +44 370 889 4099
if calling from outside the UK) or by writing to Computershare
Investor Services plc, The Pavilions, Bridgwater Road, Bristol,
BS99 AH, United Kingdom stating the name and address to which the
hard copy version(s) should be sent. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones. The
helpline is open between 8.30 a.m. and 5.30 p.m. (London time)
Monday to Friday (excluding public holidays in England and Wales).
Please note that Computershare Investor Services plc cannot provide
advice on the merits of the Offer nor give any financial, legal or
tax advice and calls may be recorded and monitored for security and
training purposes. Additional Forms of Acceptance are available
from the Receiving Agent upon request.
6. Interests in securities
So far as Bidco is aware, none of the above-mentioned Valid
Acceptances have been received from persons acting in concert with
Bidco.
Save as disclosed in this announcement, as at the close of
business on 13 October 2023 (being the last Business Day prior to
the date of this announcement), neither Bidco nor any Bidco
Director nor so far as the Bidco Directors are aware any other
person acting, or deemed to be acting, in concert with Bidco:
a) had an interest in, or right to subscribe for, relevant securities of Blancco;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Blancco;
c) had procured an irrevocable commitment or letter of intent to
accept the Offer in respect of relevant securities of Blancco;
or
d) had borrowed or lent any Blancco Shares.
Furthermore, neither Bidco nor any Bidco Director nor so far as
the Bidco Directors are aware any other person acting, or deemed to
be acting, in concert with Bidco is party to any arrangement in
relation to relevant securities of Blancco. For these purposes, an
"arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to Blancco Shares which may be an inducement to
deal or refrain from dealing in such securities.
7. Proposed Cancellation
As described in paragraph 11 of Part 1 of the Offer Document,
and pursuant to rule 41 of the AIM Rules for Companies, it was
intended that, after the Offer became or was declared unconditional
and if Bidco had, by virtue of its shareholdings (and the
shareholdings of its wholly-owned subsidiaries) and acceptances of
the Offer, acquired or agreed to acquire issued share capital
carrying 75 per cent. or more of the voting rights of Blancco,
Bidco would procure that Blancco made an application to the London
Stock Exchange for the cancellation of the admission to trading of
Blancco Shares on AIM.
As Bidco and its nominees have received valid acceptances of the
Offer in respect of a total of 49,753,265 Blancco Shares, and have
acquired 7,081,099 Blancco Shares which have not yet settled,
representing in aggregate approximately 75.06 per cent. of
Blancco's existing issued share capital, Bidco reconfirms its
intention to procure that Blancco make an application to the London
Stock Exchange for the cancellation of the admission to trading of
Blancco Shares on AIM. In accordance with the Offer Document and
the AIM Rules for Companies, a notice period of no less than 20
Business Days shall apply in respect of the cancellation of
listing. Blancco will make a further announcement in respect of the
expected cancellation date as soon as possible.
The cancellation of trading in Blancco Shares on AIM will
significantly reduce the liquidity and marketability of any Blancco
Shares in respect of which the Offer has not been accepted at that
time. Any remaining Blancco Shareholders will become minority
shareholders in a majority controlled private limited company and
may therefore be unable to sell their Blancco Shares. There can be
no certainty that Blancco will pay any further dividends or other
distributions or that such minority Blancco Shareholders will again
be offered an opportunity to sell their Blancco Shares on terms
which are equivalent to or no less advantageous than those under
the Offer.
As soon as possible after the cancellation of the admission to
trading of Blancco Shares on AIM, it is intended that Blancco will
be re-registered as a private limited company.
If Bidco receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the Blancco
Shares to which the Offer relates, Bidco intends to exercise its
rights pursuant to the provisions of Chapter 3 of Part 28 of the
Companies Act 2006 to acquire compulsorily any Blancco Shares not
acquired or agreed to be acquired by or on behalf of Bidco pursuant
to the Offer or otherwise on the same terms as the Offer.
8. General
This announcement should be read in conjunction with the full
text of the Offer Document. Capitalised terms and expressions used
but not defined in this announcement have the same meanings as
given to them in the Offer Document.
Enquiries:
Powerscourt (PR adviser to Francisco Tel: +44 (0) 7970
Partners) 246 725
Elly Williamson
Ollie Simmonds
Canaccord Genuity (financial adviser Tel: +44 (0) 20 7523
to Francisco Partners and Bidco) 8000
Simon Bridges
Katherine Hobbs
Ropes & Gray International LLP is acting as legal adviser to
Francisco Partners and Bidco.
Further information
Canaccord Genuity, which is authorised and regulated in the
United Kingdom by the FCA, is acting as nancial adviser to
Francisco Partners and Bidco and no one else in connection with the
matters described in this announcement and will not be responsible
to anyone other than Francisco Partners and Bidco for providing the
protections afforded to clients of Canaccord Genuity, or for
providing advice in connection with the matters referred to herein.
Neither Canaccord Genuity nor any of its group undertakings or af
liates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Canaccord Genuity in connection with this announcement or any
matter referred to herein or otherwise.
This announcement is for information purposes only and is not
intended to, and does not constitute or form part of any offer or
invitation to purchase, or the solicitation of an offer or
invitation to purchase or otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Offer is made solely by the Offer Document, which
(together with the Form of Acceptance in relation to Blancco Shares
held in certificated form) contains the full terms and conditions
of the Offer, including details of how the Offer may be
accepted.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the AIM
Rules and information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England and
Wales.
The Offer is subject to the applicable rules and regulations of
the Panel and the Takeover Code.
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are not
resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the Offer may
not be made directly or indirectly, in or into, or by use of mails
or any means of instrumentality (including but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities. Copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported acceptance of the Offer.
Further information for Overseas Shareholders is set out in
paragraph 7 of Part C of Appendix I of the Offer Document. Any
person (including, without limitation, any agent, custodian,
nominee or trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to forward this
announcement, the Offer Document together with the accompanying
Form of Acceptance, to any jurisdiction outside the United Kingdom
should read that paragraph.
Notice to US holders of Blancco Shares
The Offer relates to the shares of an English company and is
being made by means of a contractual takeover offer under the
Takeover Code and under the laws of England and Wales. The Offer is
being made in the United States pursuant to all applicable laws and
regulations, including, to the extent applicable, Section 14(e) and
Regulation 14E under the US Exchange Act and otherwise in
accordance with the requirements of the Takeover Code. Accordingly,
the Offer is subject to the disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law. The Offer is being made in the United States by
Bidco and no one else.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, Canaccord Genuity and its
respective af liates may continue to act as exempt principal
traders or exempt market makers in Blancco Shares on the London
Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual
practice and applicable law, as permitted by Rule 14e-5(b)(9) under
the US Exchange Act.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, Bidco, its af liates, their
advisors and nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, Blancco Shares
outside the Offer, such as in open market purchases or privately
negotiated purchases, during the Offer Period and the period in
which the Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made
outside the US and would comply with applicable law, including
United Kingdom laws and the US Exchange Act. Any such purchases by
Bidco or its af liates will not be made at prices higher than the
price of the Offer provided in this announcement unless the price
of the Offer is increased accordingly. Any information about such
purchases or arrangements to purchase shall be disclosed as
required under United Kingdom laws and will be available to all
investors (including US investors) via the Regulatory Information
Service and shall be available on the London Stock Exchange website
at www.londonstockexchange.com. To the extent that such information
is required to be publicly disclosed in the United Kingdom in
accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the
United States.
It may be dif cult for US holders of Blancco Shares to enforce
their rights and any claim arising out of the US securities laws in
connection with the Offer, since Bidco and Blancco are located in a
non- US jurisdiction, and some or all of their of cers and
directors may be residents of a non-US jurisdiction. US holders of
Blancco Shares may not be able to sue a non-US company or its of
cers or directors in a non-US court for violations of the US
securities laws. Further, it may be dif cult to compel a non-US
company and its af liates to subject themselves to a US court's
judgement.
The nancial statements and nancial information included in or
incorporated by reference into this announcement have been prepared
in accordance with accounting standards applicable in the United
Kingdom and thus may not be comparable to nancial statements and
information of US companies or companies whose nancial statements
are prepared in accordance with generally accepted accounting
principles in the US ("US GAAP"). US GAAP differs in certain signi
cant respects from accounting standards applicable in the United
Kingdom. None of the nancial information in this announcement has
been audited in accordance with auditing standards generally
accepted in the United States or the auditing standards of the
Public Company Accounting Oversight Board (United States).
Neither the Offer nor this announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other US
regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of
the Offer or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States. The
receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Blancco Shares pursuant to
the Offer will likely be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of Blancco
Shares is urged to consult their independent legal, tax and nancial
advisers regarding the tax consequences of the Offer applicable to
them, including under for US federal income tax purposes and
applicable US state and local, as well as overseas and other, tax
laws.
Publication on website and hard copies
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on a dedicated microsite established for
the purpose of the Acquisition at https://www.whitebidco.com/ and
Blancco's website at
https://www.blancco.com/investors/investor-center/information-for-blancco-shareholders/
promptly and in any event by no later than 12 noon (London time) on
the Business Day following the publication of this announcement.
The content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Blancco
Shareholders and persons with information rights may request a hard
copy of this announcement by contacting Blancco's registrars,
Computershare, Corporate Actions Projects, Bristol, BS99 6AH,
United Kingdom during business hours between 8.30 a.m. - 5.30 p.m.,
Monday to Friday excluding public holidays in England and Wales, on
0370 889 4099 (or +44 370 889 4099 from abroad). For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Blancco Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Blancco may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
General
If you are in doubt about the contents of this announcement or
the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent
financial adviser.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
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