TIDMMEGP
RNS Number : 8179H
ME Group International PLC
01 August 2023
1 August 2023
ME GROUP INTERNATIONAL PLC
("ME Group" or "the Group" or "the Company")
Notice of General Meeting, Proposed Share Buyback and Rule 9
Waiver
ME Group International plc (LON: MEGP), the instant-service
vending equipment group, announces that today it has posted a
Circular to Shareholders giving Notice of a General Meeting, to be
held at 10.00 a.m. on 18 August 2023 at the offices of Hudson
Sandler LLP, 25 Charterhouse Square, London, EC1M 6AE.
Proposed Share Buyback and Rule 9 Waiver
The Company proposes to seek Shareholder approval to have the
authority to buy back up to 10 per cent of the Company's issued
share capital. It is the intention that this Share Buyback
Programme will run until the authority expires at the Company's
next AGM or such other date prior to then should it be completed
sooner.
Assuming utilisation of the full buyback authority, the
Company's largest shareholder, Tibergest PTE Ltd, and persons
acting in concert with it, may own up to 40.60 per cent of the
voting rights in the Company. Therefore, the Independent
Shareholders will be asked to waive an obligation on the Concert
Party to make a general offer for the entire issued, and to be
issued, share capital of the Company which may arise under Rule 9
of the Takeover Code as a result of the Company purchasing its
Ordinary Shares.
The Company has historically sought authority and received
approval from its shareholders to make market purchases of its own
shares, with the most recent authority being granted at the
Company's AGM on 28 April 2023, permitting the Company to
repurchase up to 37,805,164 ordinary shares, equal to 10 per cent
of the Company's issued ordinary share capital at the latest
practicable date before publication of the Notice of AGM, being 28
February 2023. However, despite this authority having already been
granted, the Company has been restricted from using it owing to the
Concert Party being interested in more than 30 per cent but less
than 50 per cent of the total voting rights of the Company (and
therefore, any repurchases of shares under such buyback authority
being liable to trigger an obligation for the Concert Party to make
an offer, in cash, for the entire issued and to be issued share
capital of the Company, pursuant to Rule 9 of the City Code).
With a strong cash balance, that the Board believes will
increase, the Board has concluded that it wishes to have the
flexibility to utilise the Proposed Buy Back Authority in
circumstances which it decides are in the best interests of the
Company. Accordingly, this announcement sets out the background to,
and reasons why the Board believes it to be in the best interests
of Shareholders as a whole for the Company to reapply for
authority, as necessary under the City Code, to make market
purchases of its Ordinary Shares under the same parameters as
previously approved, being that any share repurchases are made at a
price:
(i) no less than the nominal value of an Ordinary Share, being 0.5 pence;
(ii) no higher than an amount which is not more than 5 per cent
above the average of the closing middle market quotations for an
Ordinary Share, as derived from the London Stock Exchange Daily
Official List for the five business days immediately preceding the
date on which that Ordinary share is contracted to be purchased;
or,
(iii) the higher of the price of the last independent trade of
an ordinary share or the highest current independent bid on the
London Stock Exchange.
Share Buy Back Programme
Should the Proposed Buy Back Authority be approved, the Board
announces its intention to undertake an initial buyback programme
of up to 2 per cent of the Company's issued share capital, subject
to the parameters described above. The Company's dividend policy
remains unchanged.
The full Circular to Shareholders will be made available on ME
Group's website, https://me-group.com/ . Defined terms used in this
announcement are the same as those defined in the Circular unless
the context requires otherwise.
Enquiries:
ME Group International
plc +44 (0) 1372 453 399
Serge Crasnianski,
CEO
Stéphane Gibon,
CFO
Hudson Sandler +44 (0) 20 7796 4133
Wendy Baker me-group@hudsonsandler.com
Nick Moore
Ben Wilson
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014, which was incorporated into UK law by
the European Union (Withdrawal) Act 2018, until the release of this
announcement.
Disclaimer
finnCap Ltd, which is authorised and regulated by the Financial
Services Authority (FCA), is acting as Financial Adviser to the
Company in connection with the matters described in this
announcement. finnCap Ltd will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of finnCap Ltd or for advising any other person on the Proposed
Buy-Back Authority and the Rule 9 Waiver or any other arrangements
described in this announcement. finnCap Ltd has not authorised the
contents of, or any part of, this announcement and no liability
whatsoever is accepted by finnCap Ltd for the accuracy of any
information or opinions contained in this announcement or for the
omission of any information.
The below text has been extracted from the Circular without
adjustment.
1. Introduction
The Company has historically sought authority and received
approval from its shareholders to make market purchases of its own
shares, with the most recent authority being granted at the
Company's AGM on 28 April 2023, permitting the Company to
repurchase up to 37,805,164 ordinary shares, equal to 10 per cent
of the Company's issued ordinary share capital at the latest
practicable date before publication of the Notice of AGM, being 28
February 2023. However, despite this authority having already been
granted, the Company has been restricted from using it owing to the
Concert Party being interested in more than 30 per cent but less
than 50 per cent of the total voting rights of the Company (and
therefore, any repurchases of shares under such buyback authority
being liable to trigger an obligation for the Concert Party to make
an offer, in cash, for the entire issued and to be issued share
capital of the Company, pursuant to Rule 9 of the City Code).
With a strong cash balance, that the Board believes will
increase, the Board has concluded that it wishes to have the
flexibility to utilise the Proposed Buy Back Authority in
circumstances which it decides are in the best interests of the
Company. Accordingly, this letter sets out the background to, and
reasons why the Board believes it to be in the best interests of
Shareholders as a whole for the Company to reapply for authority,
as necessary under the City Code, to make market purchases of its
Ordinary Shares under the same parameters as previously approved,
being that any share repurchases are made at a price:
(i) no less than the nominal value of an Ordinary Share, being 0.5 pence;
(ii) no higher than an amount which is not more than 5 per cent
above the average of the closing middle market quotations for an
Ordinary Share, as derived from the London Stock Exchange Daily
Official List for the five business days immediately preceding the
date on which that Ordinary Share is contracted to be purchased;
or,
(iii)
the higher of the price of the last independent trade of an
ordinary share or the highest current independent bid on the London
Stock Exchange.
If the Company buys-back shares under the Proposed Buy-Back
Authority and at the time the voting rights attributable to the
interests in Ordinary Shares of the Concert Party exceeds more than
30 per cent of such voting rights, an obligation under Rule 9 of
the Takeover Code would arise on one or more of the Concert Party
to make a cash offer for the issued shares of the Company not
already owned by them.
The Panel has agreed, however, to waive the obligation to make a
general offer that would otherwise arise on the Concert Party as a
result of the buy-back by the Company of any Ordinary Shares and
under the proposed Buy-Back Authority subject to approval on a poll
by the Independent Shareholders of the Repurchase Resolution as set
out in the Notice of GM.
This Circular sets out details of the existing buy back
authority and contains at the end of this document the Notice of GM
to be held at 10:00 a.m. on 18 August 2023 to consider and approve
both the Repurchase Resolution and the Waiver Resolution.
2. Background to and reasons for the recommendation
Rationale for using the share buy-back authority
The Board, believe it to be in the best interests of
Shareholders as a whole for the Company to have authority to
purchase its Ordinary Shares in the market.
The Directors believe that the Proposed Buy-Back Authority would
be a productive use of the Company's cash reserves, whilst at the
same time enhancing earnings per share. The Directors also believe
that the Proposed Buyback Authority would provide Shareholders with
the flexibility, but without any compulsion, to realise value in
respect of all or some of their shareholdings and is a tax
efficient method of returning surplus cash to certain
Shareholders.
The Board is mindful of the financial impact a share buy-back
may have on the Company and has therefore conducted a thorough
exercise with regards to the capital requirements of the Group, its
prospects and its funding available, whilst also taking into
account the merits of providing greater short-term liquidity for
Ordinary Shares. The Board will only proceed to make market
purchases at prices which make sense for the Company and its
Shareholders as a whole. The Directors have confirmed that none of
them will, nor do they have any current intention to, sell any of
the Ordinary Shares which they beneficially own (or are owned by
any persons connected with them within the meaning of sections
252-255 of the Act) to the Company should the Company utilise the
Proposed Buy-Back Authority.
Similarly, all members of the Concert Party have confirmed that
none of them will, nor do they have any current intention to, sell
any of the Ordinary Shares which they beneficially own (or are
owned by any persons connected with them within the meaning of
sections 252-255 of the Act) to the Company should the Company
utilise the Proposed Buy-Back Authority.
Purchases of Own Shares
The Board is seeking the authority, in accordance with Section
701 of the Act, for the Company to make market purchases of its own
shares (within the meaning of Section 693(4) of the Act) providing
such purchases do not exceed, in aggregate 10 per cent of the
Company's issued ordinary share capital as at the latest
practicable date before publication of this document, being 28 July
2023, being 378,454,879 Ordinary Shares, and subject to such
pricing restrictions as described in Paragraph 1 above.
The Board is seeking the flexibility to buy back shares should
they consider it appropriate to do so. However, the Board will only
exercise the authority after taking account of the overall
financial position of the Company and in circumstances where they
believe that to do so would result in either an increase or
protection of value for the remaining Shareholders and be in the
best interests of Shareholders as a whole.
Any Ordinary Shares purchased under the Proposed Buy-Back
Authority will either be cancelled and the number of Ordinary
Shares in issue reduced accordingly, or will be held in treasury.
Shares held in treasury may be used, to the extent necessary to
satisfy the exercise of options by existing shareholders whilst at
the same time minimising dilution to existing shareholders.
City Code on Takeovers and Mergers
The City Code applies to the Company. Under Rule 9 of the Code,
any person who acquires an interest in shares which, taken together
with shares in which that person or any person acting in concert
with that person is interested, carry 30 per cent or more of the
voting rights of a company which is subject to the Code is normally
required to make an offer to all the remaining shareholders to
acquire their shares.
Similarly, when any person, together with persons acting in
concert with that person, is interested in shares which in the
aggregate carry not less than 30 per cent of the voting rights of
such a company but does not hold shares carrying more than 50 per
cent of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that
person acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person,
and any persons acting in concert with that person, are
interested.
An offer under Rule 9 must be made in cash at the highest price
paid by the person required to make the offer, or any person acting
in concert with such person, for any interest in shares of the
company during the 12 months prior to the announcement of the
offer.
Under Rule 37 of the City Code, when a company purchases its own
voting shares, the resulting increase in the percentage of shares
carrying voting rights in which a person or group of persons acting
in concert is interested will be treated as an acquisition for the
purpose of Rule 9 of the City Code (although a shareholder who is
neither a director nor acting in concert with a director will not
normally incur an obligation to make an offer under Rule 9 in these
circumstances).
Current and potential shareholdings of the Concert Party
For the purposes of the City Code, Serge Crasnianski, Tibergest
PTE Ltd, Stephane Crasnianski, Michel Crasnianski, Jean-Marc
Janailhac, JMG Partners S.A. (Luxembourg) and Tania Crasnianski are
considered to be acting in concert (the "Concert Party").
The Concert Party currently holds, in aggregate, 138,283,646
Ordinary Shares representing an aggregate interest of 36.54 per
cent of the Company's issued ordinary share capital of 378,454,879
as at 28 July 2023 (being the latest practicable date prior to the
publication of this document). In addition, the Concert Party holds
a total of 2,513,283 Options.
The details of the effect of the Repurchase Resolution on the
aggregate interests of Concert Party are set out in paragraph 3
below and paragraph 5.4 Part II of this Document.
2. The Waiver Resolution
As mentioned in paragraph 2 above, and given that the Concert
Party's current percentage interest in Ordinary Shares is between
30 and 50 percent of the of the voting rights of the Company, any
increase in any member of the Concert Party's percentage interest
in Ordinary Shares (which includes any increase caused by way of a
share buyback) would have the effect of triggering Rule 9 of the
City Code and result in that Concert Party being under an
obligation to make a general offer to all Shareholders.
The Independent Directors have consulted with the Panel, which
has agreed that, subject to approval of the Waiver Resolution by
the Independent Shareholders on a poll at the GM, it will grant the
Repurchase Waiver. The effect of the Repurchase Waiver, if approved
by the Independent Shareholders, would be that the Concert Party
would not be required to make a general offer under Rule 9 of the
City Code that would otherwise arise due to the increase in the
aggregate holding of the Concert Party resulting from the purchase
by the Company of its own Ordinary Shares pursuant to the Proposed
Buy-Back Authority.
The Waiver Resolution is subject to the approval of Independent
Shareholders on a poll, where each Independent Shareholder will be
entitled to one vote for each Ordinary Share. Members of the
Concert Party are not entitled to vote on this poll as they are not
considered to be independent.
Set out below, and also in paragraph 5.4 of part II of this
Circular, are details of the maximum percentage of the Company's
voting rights which could be held by the Concert Party following
the approval of the Repurchase Resolution and the Waiver Resolution
as it assumes the full utilisation of the Proposed Buy-Back
Authority (assuming no member of the Concert Party participates in
the proposed buyback and no further Ordinary Shares are issued by
the Company).
Scenario
In the event that:
the Independent Shareholders approve the Waiver Resolution;
the maximum number of Ordinary Shares are repurchased by the
Company under the Proposed Buy-Back Authority and no further
Ordinary Shares are issued by the Company; and
there are no sales of Ordinary Shares by any member of the
Concert Party pursuant to the proposed share buyback or
otherwise.
the combined shareholding of the Concert Party of 138,283,646
Ordinary Shares would represent 40.60 per cent of the then issued
ordinary share capital of the Company of 340,609,392 Ordinary
Shares (excluding any shares held in treasury) as further detailed
in paragraph 5.4 of part II of this document.
Interests of the Concert
Party assuming full
utilisation of the
Proposed Buy-Back Authority,
the Concert Party does
not participate in
Current interests the share buyback nor
issued of sell any Ordinary Shares
the Concert Party and no further
--------------------- ------------------------------------------ -------------------------------------------
Concert Party % of
member current
issued
Number of share
Ordinary capital Number of % of current
Shares (note Ordinary issued share
(note 1) 1) * Shares capital*
--------------------- ---------------- ------ ---------------- ------ ---------------- ------ -----------------
Tibergest PTE
Ltd 137,739,291 36.40 137,739,291 40.44
Serge
Crasnianski
(beneficially) 63,750 0.02 63,750 0.02
Tania
Crasnianski - 0.00 - 0.00
Stephane
Crasnianski 253,800 0.07 253,800 0.06
Michel
Crasnianski 1,250 0.00 1,250 0.00
Jean-Marc
Janailhac(2) 27,000 0.01 27,000 0.01
JMG Partners S.
A.
(Luxembourg) 198,555 0.05 198,555 0.06
---------------- ---------------- ---------------- -----------------
Total 138,283,646 36.54 138,283,646 40.60
================ ================ ================ =================
* Rounded to two decimal places
Note 1 Being at the latest date practicable prior to publication
of this document
Note 2 Held though a nominee account with Credit Agricole
Shareholders should note that the aggregate shareholding of the
Concert Party is 255,050 Ordinary Shares higher than previously
disclosed in the offer document published in connection with the
lapsed mandatory offer for ME Group by Tibergest PTE Ltd. This is
due to the addition of the shareholdings of Stephane Crasnianski
and Michel Crasnianski, both of whom should have been disclosed in
the offer document and whose omission from the offer document was
due to an inadvertent mistake. The omission of both Stephane and
Michel Crasnianski from the Concert Party had no bearing on the
outcome of the lapsed mandatory offer by Tibergest PTE Ltd, or the
price at which the lapsed mandatory offer was made.
Shareholders should note that any further increase in the
interests of the Concert Party in the Ordinary Shares of the
Company, which increases the percentage of the voting rights in
which they are interested, whether collectively or individually,
other than as a result of the purchase of Ordinary Shares pursuant
to the Proposed Buy-Back Authority will be subject to the
provisions of Rule 9. Whether or not the Waiver Resolution is
passed by the Independent Shareholders, members of the Concert
Party will not be restricted from making an offer for the
Company.
In the event that the Concert Party's interest in the voting
rights of the Company increases as a result of the exercise of the
Proposed Buy-Back Authority, they could not acquire any further
interest in the shares of the Company without triggering an
obligation under Rule 9.
The Waiver described in the Waiver Resolution, applies only in
respect of increases in the percentage interest of the Concert
Party resulting from purchases by the Company of its own shares
under the Proposed Buy-Back Authority and not in respect of any
other increases in the Concert Party's interests in Ordinary Shares
by any other means.
3. The intentions of the Concert Party
The members of the Concert Party have each confirmed to the
Company that they are not proposing, following any increase in
their percentage interests in Ordinary Shares or voting rights as a
result of any buy-back of its Ordinary Shares by the Company to
seek any change in the composition of the Board or the general
nature of the Company's business.
The members of the Concert Party have also each confirmed that
they have no intention to make any changes regarding the future of
the Company's business, the locations of the Company's places of
business and the continued employment of its employees and
management (and those of its subsidiaries) as a result of any
increase in their percentage interests in Ordinary Shares or voting
rights as a result of a buy-back of its Ordinary Shares by the
Company nor will there be any redeployment of the fixed assets of
the Company as a result of such an increase.
The Company intends to remain quoted on the Official List in the
event the Proposed Buy-Back Authority is exercised in whole or in
part at any point within the authority being requested.
There have been no changes to the relationship agreement entered
into between the Company and Tibergest PTE Ltd on 28 July 2022.
4. Current Trading and Prospects
On 1 June 2023, ME Group provided the following trading
update:
"As a consequence of this strong trading performance in H1 2023,
the Board is pleased to increase its outlook for the current
financial year, ahead of previous expectations, with revenue
between GBP300 million and GBP320 million, EBITDA between GBP100
million and GBP110 million and profit before tax between GBP64
million and GBP67 million."
Furthermore on 12 July 2023, in its interim results announcement
for the six month period ending 30 April 2023, ME Group repeated
the guidance provided in the trading update of 1 June 2023,
stating:
"The Board expects the Group to achieve its FY 2023
expectations, as updated in the Trading Update issued on 1 June
2023, of revenue between GBP300 million and GBP320 million, EBITDA
between GBP100 million and GBP110 million and profit before tax
between GBP64 million and GBP67 million."
As the abovementioned guidance relates to the financial year
ended 31 October 2023, at the time of its repetition in this
document it constitutes a profit forecast (the "FY23 Profit
Forecast").
Furthermore, given that the abovementioned guidance was
originally published the before the Company elected to apply for a
Rule 9 waiver, pursuant to the Proposed Buy-Back Authority, the
requirements of Rule 28.1(c)(i) of the City Code apply in relation
to the FY23 Profit Forecast.
Basis of Preparation of the FY23 Profit Forecast
The FY23 Profit Forecast has been prepared based on ME Group's
unaudited management accounts for the year ended 31 October 2023.
The FY23 Profit Forecast has been prepared on a basis consistent
with the accounting policies adopted by ME Group for the year ended
31 October 2022 and those that will be applicable for the year
ended 31 October 2023. These policies are in accordance with
IFRS.
Directors' confirmation
The Directors have considered the FY23 Profit Forecast and
confirm that:
(a) it remains valid as at the date of this document; and
(b) the FY23 Profit Forecast has been properly compiled on a
basis of accounting that is consistent with ME Group's accounting
policies, which are in accordance with IFRS and are those that ME
Group expects to apply in preparing its annual report and accounts
for the financial year ending 31 October 2023.
5. General Meeting
A notice convening the General Meeting to be held at 10:00 a.m.
on 18 August 2023 is set out at the end of this document.
Owing to their interests in it, the Concert Party members will
not be voting on the Waiver Resolution in respect of their combined
interests of 138,283,646 Ordinary Shares representing 36.54 per
cent of the Company's issued ordinary share capital (excluding
treasury shares) as at the 28 July 2023, being the last practicable
date prior to the publication of this document.
6. Action to be Taken
Please note that a hard copy form of proxy is not included with
this notice. If you would like to vote on the Resolutions to be
proposed at the GM, you are requested to vote in accordance with
the instructions printed below as soon as possible.
You may request a hard copy form of proxy directly from the
registrars, Link Asset Services, on Tel: 0371 664 0300 Calls are
charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. We are open between 09:00 - 17:30, Monday to
Friday excluding public holidays in England and Wales.
In the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out
in the Notes on page 27.
The instrument appointing a proxy must reach the Company's
registrars, Link Asset Services, Link Group at PXS 1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL no later than 10:00
a.m. on 16 August 2023.
Shareholders should note that, in order to have the right to
vote at the meeting, their holding must be entered on the Company's
share register by close of business on 16 August 2023.
7. Recommendation
Repurchase Resolution
The Directors who have been so advised by finnCap consider the
Repurchase Resolution is fair and reasonable and in the best
interests of Shareholders and the Company as a whole. In providing
advice to the Directors, finnCap has taken into account the
Directors' commercial assessments.
Accordingly, the Directors recommend all Shareholders to vote in
favour of the Repurchase Resolution to be proposed at the GM, as
they intend to do in respect of their own beneficial holdings of
Ordinary Shares which, as at 28 July 2023, being the last
practicable date prior to the publication of this document in
aggregate, amount to 138,298,596 Ordinary Shares representing
approximately 36.55 per cent of the existing issued ordinary share
capital of the Company. The Directors consider the proposals to be
in the best interests of the Company and its members as a whole and
are most likely to promote the success of the Company for the
benefit of its members as a whole.
Waiver Resolution
The Independent Directors who have been so advised by finnCap
consider the market purchase by the Company of its Ordinary Shares
under the Proposed Buy Back Authority is in the best interests of
the Independent Shareholders and the Company as a whole. The
Independent Directors who have been so advised by finnCap, believe
that the Proposed Buy Back Authority and the Waiver Resolution are
fair and reasonable and in the best interests of the Independent
Shareholders and the Company as a whole. In providing advice to the
Independent Directors, finnCap has taken into account the
Independent Directors' commercial assessments.
Accordingly, the Independent Directors recommend all Independent
Shareholders to vote in favour of the Proposed Buy Back Authority
and the Waiver Resolution as they intend to do in respect of their
own beneficial holdings of Ordinary Shares which, as at 28 July
2023, being the last practicable date prior to the publication of
this document, in aggregate amount to 270,000 Ordinary Shares,
representing approximately 0.07 per cent of the existing issued
ordinary share capital of the Company (exclusive of treasury
shares).
As detailed above, the Concert Party is considered to be
interested in the outcome of the Waiver Resolution. Accordingly, no
Director who is also a member of the Concert Party (being Serge
Crasnianski, Jean-Marc Janailhac and Tania Crasnianski) has
participated in the Independent Directors' recommendation and no
member of the Concert Party will vote on the Waiver Resolution.
NOTES TO EDITORS
ME Group International plc (LSE: MEGP) operates, sells and
services a wide range of instant-service vending equipment,
primarily aimed at the consumer market.
The Group operates vending units across 19 countries and its
technological innovation is focused on four principal areas:
-- Photo.ME - Photobooths and integrated biometric identification solutions
-- Wash.ME - Unattended laundry services and launderettes
-- Print.ME - High-quality digital printing kiosks
-- Feed.ME - Vending equipment for the food service market
In addition, the Group operates other vending equipment such as
children's rides, amusement machines, and business service
equipment.
Whilst the Group both sells and services this equipment, the
majority of units are owned, operated and maintained by the Group.
The Group pays the site owner a commission based on turnover, which
varies depending on the country, location and the type of
machine.
The Group has built long-term relationships with major site
owners and its equipment is generally sited in prime locations in
areas of high footfall such as supermarkets, shopping malls
(indoors and outdoors), transport hubs, and administration
buildings (City Halls, Police etc.). Equipment is maintained and
serviced by an established network of more than 650 field
engineers.
In August 2022 the Company changed its listed entity name to ME
Group International plc (previously Photo-Me International plc) to
better reflect the Group's diversification focus and business
strategy.
The Company's shares have been listed on the London Stock
Exchange since 1962.
For further information: www.me-group.com
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END
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